Perrot Duval Holding S.A. · Perrot Duval Holding S.A. Report of the Board of Directors Ladies and Gentlemen, We are herewith reporting on the operations of our ... the Cybelec Division

Perrot Duval Holding S.A.

110th YEAR

ANNUAL REPORT 2014/2015

ANNUAL SHAREHOLDERS’ MEETING OF 24 SEPTEMBER 2015PERROT DUVAL HOLDING S.A.

16, rue de Candolle

1205 Geneva, Switzerland

Tel. +41 22 776 61 44

Fax +41 22 776 19 17

www.perrotduval.com

[email protected]

00_PER_2015 Umschlag EN.indd 1 27.07.2015 13:59:35

1 THE COMPANY, ITS ORGANISATION AND ITS ACTIVITIES

2 KEY FIGURES

3 PERROT DUVAL SECURITIES

4 REPORT OF THE BOARD OF DIRECTORS

7 FÜLL PROCESS GROUP

9 INFRANOR GROUP

13 OTHER PARTICIPATIONS

17 CORPORATE GOVERNANCE

29 REMUNERATION REPORT

35 FINANCIAL REPORT OF THE PERROT DUVAL GROUP AS OF 30 APRIL 2015

63 FINANCIAL REPORT OF PERROT DUVAL HOLDING S.A. AS OF 30 APRIL 2015

CONTENTS


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ACTIVITIES

The corporate objective of Perrot Duval Hol-ding S.A. is to invest in financial, industrial or commer cial business enterprises.

It pursues this objective by directing its invest-ments towards the creation and acquisition of small or medium-sized companies whose basic activities lie in advanced technologies and, subse-quently, the sale of such companies.

It establishes groups with complementary ac tiv-ities composed of specialised industrial and com-mercial units, sets their goals and determines the route to be followed.

It ensures the development of each entity by providing support and advice in financial matters and management. Thus it pursues the realisation of their own company objectives.

From a geographic point of view, it concentrates its efforts on the industrialised and newly indus-trialised countries.

STRATEGY

The prime area of the companies in which Perrot Duval Holding S.A. invests currently is in the field of automation technologies. Its Board of Directors has chosen two specific activities in this economic area which is in constant progress:

– automated production processes used in manufacturing chemical and pharmaceutical products. This is the field of activity of our subsidiary Füll Process S.A., whose existence is

more recent (14.3 percent of the consolidated sales). The Füll Group furnishes fully automated

installations and components for dispensing and safety which improve or simplify certain processes in manufac turing chemical products – such as paints, printing inks, textiles dyes, food and cosmetics – as well as pharmaceutical products (see page 7).

– the movement automation relies upon either production tools or installations such as medi-cal, simu lation or communication equipment, etc. This is the field of activity pursued by its subsidiary, Infranor Holding S.A., representing 100 percent of our consolidated sales (see page 9).

SECURITIES

The 6,724,600 CHF share capital of Perrot Duval Holding S.A. (fully paid up) is divided into two classes of stock: 119,632 bearer shares at 50 CHF par value and 74,300 registered shares at 10 CHF par value. All the shares issued by the company have dividend rights.

The bearer shares have been listed on the SIX Swiss Exchange since 1905. They are traded under the securities number CH0252620700, Telekurs & Swiss quote: PEDU; Thomson Reu-ters: PEDU.S; Bloom berg: PEDU.SW.

Perrot Duval Holding S.A. Annual Report 2014/15

THE COMPANY, ITS ORGANISATIONAND ITS ACTIVITIES

01_PER_2015_Berichtsteil_EN.indd 1 27.07.2015 14:17:38

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KEY FIGURES


10/11 11/12 12/13 13/14 14/15

Perrot Duval GroupSwiss

GAAPSwiss

GAAPSwiss

GAAPSwiss

GAAPSwiss

GAAPCHF 1,000 FER FER FER FER FERSales 55,407 51,023 50,261 51,591 44,093

Change versus previous year as % 24.1% – 7.9% – 1.5% 2.6% – 14.5% Gross margin as % of sales 58.0% 57.8% 57.7% 55.7% 59.1%

EBIT 4,752 3,400 3,127 2,697 1,342as % of net sales 8.6% 6.7% 6.2% 5.2% 3.0%

Net result 1,700 997 1,168 918 106as % of net sales 3.1% 2.0% 2.3% 1.8% 0.2%

Operating cash flow 2,690 2,433 3,038 2,157 1,277as % of net sales 4.9% 4.8% 6.0% 4.2% 2.9%

Total assets 37,856 34,463 34,382 32,498 30,351Shareholders’ equity including minority interest 2,235 2,722 4,006 4,693 2,603Equity ratio % 5.9% 7.9% 11.7% 14.4% 8.6%Return on equity 104.0% 44.6% 42.9% 22.9% 2.3%Number of employees 239 239 241 253 251

Perrot Duval Holding S.A. 10/11 11/12 12/13 13/14 14/15CHF 1,000Net result – 285 239 273 181 193Total assets 16,079 15,949 15,942 16,002 19,239Cash 364 236 166 154 29Shareholders' equity 12,981 13,220 13,493 13,674 17,019


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PERROT DUVAL SECURITIES


CHF 10/11 11/12 12/13 13/14 14/15*Key stock figuresEBIT per bearer share 864.07 618.16 568.47 490.27 9.99Net result per bearer share including minority interest 309.12 181.27 212.30 166.82 0.79Equity per bearer share including minority interest 406.43 494.93 728.18 853.13 19.35Dividend per bearer share – – – – –Dividend per participation certificate – – – – –Payout ratio % – – – – –

Stock prices of the bearer shareHigh 1,950.00 1,790.00 1,639.00 1,490.00 100.00Low 1,021.00 1,305.00 1,250.00 1,035.00 50.50As per 30.4. 1,700.00 1,480.00 1,300.00 1,111.00 59.50

Stock prices of participation certificateHigh 68.00 72.00 55.00 51.00 0.00Low 50.00 50.50 40.50 40.00 0.00As per 30.4. 57.00 55.00 48.50 44.95 0.00

Market capitalisation (CHF million)As per 30.4. 8.6 7.6 6.7 5.8 8.0

* After split of the shares par value from 1,000 CHF to 50 CHF, after increase of the share capital following suppression of the participation capital and after merger with Infranor Inter Ltd. - all realized from 29 October, 2014.


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REPORT OF THE BOARD OF DIRECTORS

Perrot Duval Holding S.A. Report of the Board of Directors

Ladies and Gentlemen,

We are herewith reporting on the operations of our company during the 2014/15 year under re-view, providing you with information on the com-panies in which we participate, and submitting the financial statements for the year ended 30 April 2015 for your approval.

YEAR UNDER REVIEW

The 2014/15 financial year fell short both of expectations and forecasts. While the Infranor Division – which specialises in producing and marketing components, subassemblies and in providing services for a wide range of market seg-ments – achieved positive and encouraging figures in 2014/15 and while Füll Process was able to compensate for the postponement of projects on the part of its Russian and Ukrainian custo-mers in particular, the same could not be said for the Cybelec Division – a provider of complete solutions in selected niche markets, in particular manufacturers of machinery for sheet-metal ben-ding – mainly because it underwent a restructu-ring phase throughout the year.

Generally speaking, the Group’s accounts were also affected by the negative impact of the floor exchange rate between the Swiss franc and the Euro being abandoned on 15 January 2015. For Group companies located in Switzerland, the franc strength was above all associated with lo-wer sales prices and a decline in orders, while for the other Group companies, the adverse effect – largely unrealised – could be observed when figures were consolidated in Swiss francs. Overall, the negative effects resulting from the Swiss Na-tional Bank’s decision can be illustrated in just three key figures:

– sales fell from 51.6 million CHF (2013/14) to 44.1 million CHF (2014/15), a drop of 7.5 mil-lion CHF, of which 1.9 million CHF resulted from the exchange rates;

– EBIT fell from 2.7 million CHF to 1.3 mil-lion CHF, with 0.6 million CHF of the 1.4 mil-lion CHF difference resulting from the same exchange rate effects;

– the net profit after taxes amounted to 0.1 mil-lion CHF, down by 0.8 million CHF from 0.9 million CHF in the 2013/14 financial year, of which 0.8 million CHF were due to the effects of abandoning the floor exchange rate.

With the aim of counterbalancing the franc strength, the Group’s Swiss entities took steps even before the financial year had ended to im-prove their capacity for innovation and reduce costs, with the latter including transferring speci-fic activities to other countries.

RESTRUCTURING OF THE CAPITAL AND MERGER OPERATIONS OF 29 OCTOBER 2014

Introduction to the merger As a reminder, Perrot Duval Holding S.A. set up Infranor Inter Ltd., Zurich, in 1987, listing it in order to progressively gain financial resources by selling Infranor Inter bearer shares on the mar-ket, then starting up new businesses either indi-vidually or jointly. Although the stock market has prevented this plan from fully coming to fruition, the gains from the sale of bearer shares have pro-vided a means of supporting Infranor’s activities when necessary for over 20 years, and notably permitting the launch of the Füll business.


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Perrot Duval Holding S.A.’s stake in Infranor In-ter Ltd. has remained higher than forecast (77.9 per cent as at 30 April 2014).

Moreover, the financial world and its framework conditions have changed considerably in recent years. Consequently, the distribution and exchan-ge of shares have declined, making listed shares – and not only those of Perrot Duval and Infranor – harder to track. In 2014 Infranor shares’ lack of liquidity (there are too few of them to be of in-terest for major purchases/sales without excee-ding the shareholding disclosure thresholds) and their low stock market capitalisation made tra-ding in them less appealing.

Other factors include a raft of legal measures as well as an increasingly restrictive stock market that is forcing its participants to comply with more stringent standards.

Taking these factors into consideration and ai-ming as much to further the Perrot Duval Group’s strategic development as to simplify its structure (including setting up a single organisation and ma-nagement structure), your Board proposed at the ordinary Annual Shareholders’ Meeting on 29 October 2014 that the Perrot Duval and Infranor shares be merged.

Capital structure as at 30 April 2014Prior to the aforementioned meeting, Perrot Du-val Holding held share capital of 4,150,000 CHF, divided into 3,407 bearer shares at a par value of 1,000 CHF each, and 3,715 registered shares at a par value of 200 CHF each.

Perrot Duval also had participation capital amounting to 1,350,000 CHF, divided into 27,000 bearer participation certificates at a par value of 50 CHF each. Perrot Duval’s bearer shares and

bearer participation certificates were listed on the SIX Swiss Exchange (Swiss Reporting Stan-dard). The registered shares were not listed.

The share capital of Perrot Duval Holding S.A.’s 77.9 per cent stake in Infranor Inter Ltd., Zurich, amounted to 15,539,920 CHF, which was divided into 776,996 bearer shares at a par value of 20 CHF each. Infranor’s bearer shares were listed on the SIX Swiss Exchange (Swiss Reporting Stan-dard).

The Annual Shareholders’ meeting on 29 Octo-ber 2014 endorsed your Board of Directors’ pro-posed merger plan, which was divided into three phases:

– restructuring of capital prior to merging, – merger with Infranor Inter Ltd., then– increase of Perrot Duval Holding S.A.’s share capital.

Restructuring of capital prior to mergingIn view of the proposed merger, the Annual Shareholders’ Meeting on 29 October 2014 de-cided that, as a first step, Perrot Duval’s existing registered and bearer shares were each to be split at a ratio of 1:20, before then converting all bearer participation certificates into bearer shares.

Following this restructuring of capital, Perrot Du-val’s share capital amounted to 5,500,000 CHF and were divided into 95,140 bearer shares at a par value of 50 CHF each and 74,300 registered shares at a par value of 10 CHF each.

Merger with Infranor Inter Ltd.The decision to merge Perrot Duval Holding S.A. and Infranor Inter Ltd. into one company was made during the same meeting. This operation


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was effected through a merger by acquisition, following which Perrot Duval Holding S.A. whol-ly acquired Infranor Inter Ltd. The merger con-tract was signed by both parties on 17 September 2014 and formally approved by each company’s Annual Shareholders’ Meeting.

Through the merger, the entirety of the assets in the amount of 25,971,046 CHF and the liabilities in the amount of 6,020,970 CHF, as well as all of Infranor Inter Ltd.’s contracts, were transferred to Perrot Duval Holding S.A. at book value accor-ding to Infranor Inter Ltd.’s commercial balance sheet as at 30 April 2014. This transfer took ef-fect on 7 November 2014, following which In-franor Inter Ltd. was struck from the Commerci-al Register.

As part of the merger, Infranor’s shareholders received one Perrot Duval Holding bearer share at a par value of 50 CHF each for every seven bearer shares held in Infranor Inter Ltd. at a par value of 20 CHF each. This corresponded to 0.14286 of a bearer share in Perrot Duval at a par value of 50 CHF for each Infranor share at a par value of 20 CHF (after the restructuring of capi-tal); however, no bearer shares in Infranor Inter Ltd. held by Perrot Duval Holding S.A. were exchanged.

Infranor Inter Ltd. shareholders who were unable to convert their investment into a whole number of Perrot Duval Holding S.A. shares due to the rate of exchange could either sell their leftover fractions to Perrot Duval Holding S.A. at a rate of 17.50 CHF per Infranor Inter Ltd. share, or purchase the fractions necessary to obtain a whole number of shares.

The parties in question determined the value of a fraction – corresponding to 0.14286 of a Perrot Duval Holding S.A. bearer share – following ne-gotiations based on a valuation of Perrot Duval Holding S.A. and Infranor Inter Ltd. using the dis-counted cash flow method and the review of the-se valuations by both parties. This value was then confirmed using a market approach.

Furthermore, Banque J. Safra Sarasin Ltd., Basel, in its capacity as an independent expert and advi-sor to the Boards of Directors of Perrot Duval Holding S.A. and Infranor Inter Ltd., provided a fairness opinion on the exchange rate of seven Infranor Inter Ltd. shares for one Perrot Duval Holding S.A. share, concluding that this rate was fair and equitable for the shareholders of the two merging companies.

Capital increase for Perrot Duval Holding S.A.In order to create the bearer shares necessary to carry out the merger, Perrot Duval Holding S.A.’s Annual Shareholders’ Meeting of 29 October 2014 decided to increase its share capital by 1,224,600 CHF from 5,500,000 CHF to 6,724,600 CHF by issuing 24,492 new bearer shares at a par value of 50 CHF each.

The amount required for the capital increase was provided by the asset surplus resulting from the transfer of assets and liabilities from Infranor In-ter Ltd. to Perrot Duval Holding S.A.

The listing of new bearer shares for the merged company Perrot Duval Holding S.A. on the SIX Swiss Exchange (Swiss Reporting Standard) resu-med on 10 November 2014, at which point In-franor Inter Ltd.’s shares were delisted.



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SECTORIAL INFORMATION

FÜLL PROCESS GROUP (100 %)

Activities and organisationThe eponymous group’s holding company, Füll Process S.A., located in Fribourg (Switzerland), wholly owns the two operational entities, Füll Systembau GmbH (Idstein, Germany) and Füll En-gineering B.V. (Nieuw-Vennep, the Netherlands). The latter two entities specialised in the automa-tion of processes used in obtaining chemical and pharmaceutical products.

Füll Systembau GmbHFounded in 1965, the company was fully acquired in 2000. Since its foundation, it has focused on designing and manufacturing dispensing, storage and mixing installations for liquids and pastes used in a wide number of industries. To date, it has supplied over 2,200 customised installations all over the world (half of these outside Germa-ny), making it a leading player in its field. The se-crets of the company’s long-lasting success lie primarily in its reliable, virtually maintenance-free technology, its proximity to its customers, its steadfast open-mindedness and its multidiscipli-nary know-how.

Employing 32 staff, the company designs, manu-factures and assembles its products and systems in its factory near Frankfurt. It possesses its own professional software, which allows it great flex-ibility in designing the installations or their con-nection to a factory data management system. Its know-how, analytical skills and passion for inno-vative solutions enable it to find the answers to any issue that may arise related to its customers’ production requirements.

In its specialised areas of application – printing inks used on packaging – it possesses unrivalled expertise and unique, original modular designs. It provides solutions for water-based and sol-vent-based printing inks, UV-hardened printing inks, offset printing inks, coatings, preservatives, etc. In addition, the company has extensive expe-rience in practically all types of paint and varnish: coil coating, floor-coating and buildings protec-tion, automotive paint, wood conservation, in-dustrial paint and varnish, and dispersion paint. In the industrial chemicals sector, the company’s installations are mainly used for the controlled dispensing of adhesives, resins, cosmetics, sili-cones, latex, aromatic substances and fragrances.

The majority of Füll’s customers are based in Europe. Over the last few years, however, the company has progressively been making a name for itself in Turkey and, in recent times, also in countries to the east of Germany and as far as Russia. Customers in these countries are experi-encing an ever-increasing need for their own in-stallations so that they can rapidly meet their own clientele’s demands, including small-scale deliveries of predosed mixtures. Other projects spring up all over the world.

The German company’s development strategy focuses on maintaining its leading position in the field of customised dispensing systems and on seeking to introduce modular and standardised products and installations aimed at meeting the needs of specific niche markets, while also offer-ing a wide range of functionalities in compact form. The development of the volumetric dis-pensing installation by Füll Engineering B.V. (see below) is entirely in line with this objective.


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Füll Engineering B.V. The Dutch investment was created in 2007 with the sole objective of developing a new volumetric dispensing technique. Based on this technique and launched onto the market in 2010, the fully automated dispensing and storage installation is compact and precise (+/– 1%), ultra-rapid due to its simultaneous dispensing of components, and is a great success. Its double-action piston pump function has been patented in all industrialised countries. The machine’s design is such that mul-tiple arrangements are possible (up to 32 compo-nents, variable dispensing volumes, etc.), thereby providing outstanding application flexibility.

In light of the increasing market demand, Füll En-gineering B.V. transferred its entire production activity for this machine to its sister company, Füll Systembau GmbH in Germany. Acting as a rese-arch and development centre for the Group, the Dutch company is continuing to undertake engi-neering work and creating new-generation ma-chines and compact equipment.

Year under reviewThe year under review progressed in line with the forecasts made in spring 2014, but with one exception: the Russian market, which had gradu-ally opened up during previous financial years, closed again temporarily in June 2014 following the enforcement of various political and econo-mic sanctions. Alongside this, the quantity of dis-pensing installations worth in excess of 0.2 milli-on CHF – on which the Füll Division has only a minor influence – dropped from ten units in the previous financial year to six in this. Finally, con-solidation in Swiss francs had a negative impact. Taken together, these three factors explain the fall in sales year on year (6.3 million CHF as against 8.4 million CHF).

Orders received in the 2014/15 financial year were maintained, in local currency, at the same level (6.3 million €), surpassing sales, in local cur-rency, by 18.1 per cent and showing that they had mainly been recorded during the last quarter of the financial year and that these orders helped to increase the item “work in progress” as at 30 April 2015.

The proportion of modular and standardised pro-ducts and installations such as compact volume-tric dispensing machines remained at the same level as that recorded for the previous financial year, with the Füll companies focused on elimina-ting a number of uncertainties in their operations.

The gross margin amounted to 64.3 per cent (4.0 million CHF), displaying (relatively) substan-tial growth as compared with that achieved in the previous financial year (48.9 per cent or 4.1 milli-on CHF). This can be explained firstly by the en-couraging increase in each operational project’s relative value; secondly, by the proportionally higher sales figures in the sector of support and repairs; and, finally, by the significant amount of work in progress at the balance sheet date.

Operating expenses (3.8 million CHF) fell compa-red with the 2013/14 financial year (4.0 milli-on CHF), exclusively due to the effect of conso-lidation in Swiss francs at the balance sheet date. It is worth reiterating the considerable efforts made over the past two years by the Füll Division in the commercial sector (hiring new staff) as well as industrialising modular and standardised pro-ducts and installations (e.g. volumetric dispensing installations), an initiative which has been ongoing for even longer.




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Finally, EBIT (0.2 million CHF) matched that of the previous financial year, with the increase in the gross margin compensating for the tempo-rary dip in sales.

CHF 1,000 14/15 13/14Net sales 6,306 8,369Change versus previous year – 24.7% 10.8%EBITDA 206 75as % of net sales 3.3% 0.9%Depreciation and amortisation –17 – 15 EBIT 189 60as % of net sales 3.0% 0.7%

Employees 34 34EBIT/employee CHF 1,000 5.56 1.76

OutlookOrders on hand as at 30 April 2015 (2.6 milli-on CHF) were proportionally higher than those for the previous year (2.0 million CHF), both in local currency and when converted into Swiss francs. This can be explained, in particular, by the increase in the amount of orders received during the final quarter of the 2014/15 financial year.

Furthermore, both the number of projects in progress and their volumes as at the above-men-tioned date were also higher year on year, offe-ring proof – if proof were needed – that Füll is a key player in its sector in Europe. Given these parameters and the completion dates for certain projects, Füll expects to be able to increase its sales by 5 per cent over the 2015/16 financial year. However, the Group is remaining cautious regar-ding the margins to be achieved in the course of these projects, as they may only generate low EBIT growth.

Finally, Füll is pursuing its efforts to bring to the market its volumetric installations developed in the Netherlands and to design other machinery that incorporates the modular concept. The Di-vision expects this activity to make up 40 per cent of its sales in the long run.

INFRANOR GROUP (100 %)

ActivitiesSince 1959, the Infranor Group has specialised in industrial automation. Its core business – the control of movements made by production ma-chinery, industrial installations and autonomous apparatus – is carried out via the provision of services (engineering, multi disciplinary expertise and professional software) and products (electric servo motors, electric signal amplifiers and pro-grammable controls).

Through its status of preferred partner for its customers, Infranor builds assemblies – called systems – that are tailor-made to the specific needs of its customers, using its own key pro-ducts.

The central control unit of a system is the real mastermind of any appliance, machine or installa-tion. It coordinates the functioning of the servo motors, amplifiers and other equipment, and serves as an interface with the human operator. Cybelec S.A. at Yverdon-les-Bains designs and produces numeric controls.

Infranor has acquired a global reputation among manufacturers of machines that require dynamic, precise and, in many cases, synchronised move-ments, which are in demand in a growing number of highly diverse markets and applications.


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The Group has focused on a core competence that covers the needs of a number of very diffe-rent sectors. Its target market is the production machinery and industrial material-handling indus-try, as well as the processes industry, focusing in particular on applications in the fields of packa-ging, robotics, medical equipment and simulation, to mention just a few. Alongside this, Infranor’s customer base is steadily expanding to include manufacturers of stand-alone installations and equipment used, for example, in the generation of electricity by wind turbines.

OrganisationThe Infranor Group follows a strategy of a geo-graphically dense commercial presence, which, directly or indirectly, covers the European, North American (as well as Brazilian in the near future) and Asian markets (China). Each sales and engineering entity has the necessary skills to ena-ble it to offer services and solutions adapted to its customers’ particular requirements. This know-how is sustained by often optimised and exclusive products.

The Group’s activities have been split into two clearly defined segments, each following develop-ment strategies and objectives adapted to their specific markets:

– the Infranor Division, made up of eight sales and engineering entities and two production and development units, concentrates on the servo technology and drive techniques used by machinery manufacturers in the most diverse economic sectors, via its vast range of products and from its local base.

The sale of these products and subassemblies requires specialist knowledge on the part of the application engineers in (both hard and soft)

electronics, as well as programming and com-munication language and logic. To this end, the Infranor Division has created a centralised in-ternal service, responsible for equipping the Group companies with a uniform programming language, optimising the choices of hardware and training employees. This policy enables the development of the organisation to be contin-ued on the basis of product marketing towards the supply of unified industrial solutions.

– The Cybelec Division offers complex, vertically integrated drive solutions, on the basis of its own numeric controls, reserved for manu-facturers of sheet metal processing machines and, particularly, press brakes.

More recently, the division has expanded by providing new complete solutions (numeric controls, drives and professional software) spe-cifically intended for managing, coordinating and controlling entire machinery processes and providing an interface with human beings. Its new applications are used in machine tools and parallel fields of press brakes.

Year under reviewThe Infranor Group continued to expand its range of customised automation solutions. These are developed on the basis of components that the Group designs, produces and sells (servo mo-tors, power units and numerical controls) or that it modifies and then assembles into unique sys-tems that are tailored to the specific needs of its customers, themselves often key players in im-portant niche markets. This approach has given Infranor an outstanding and exclusive position.

This was clearly visible in the Infranor Division, which represents the largest business activity



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within the eponymous group. The proportion of total sales generated with major customers, es-pecially those based in Germany, France and the UK, increased, while first orders for promising new projects in the United States were also re-ceived. However, this positive trend was counter-balanced by the definitive absence of orders from a major Chinese customer that preferred to source supplies locally, as well as by the slow-down in orders received from a number of dis-tributors.

The Cybelec Division’s development contrasted with this positive image. In fact, the market for sheet-metal bending machine manufacturers has changed markedly over the last few years, with major Northern European customers now pro-viding their own solutions for numerical controls and associated professional software. On the other hand, new market segments have opened up (China, Turkey, Brazil, India, etc.) and are growing steadily despite being more prone to economic fluctuations. Cybelec is boosting its presence and has met with further success in these countries. However, demand from these countries is geared towards products and solu-tions that are cheaper and easier to use, thereby limiting the pursuit of certain developments con-nected with Cybelec’s high-end products. More-over, these customers often require long techni-cal validation periods. These factors go some way towards explaining the drop in Cybelec’s sales over the year under review.

As a result, the Infranor Group took various de-cisions concerning Cybelec since the beginning of the 2014/15 financial year:

– The materials purchasing policy became more focused and thus geared towards a progressive reduction in inventories;

– Targeted measures led to the progressive con-solidation of the gross margin, particularly in terms of selecting products and subcontrac-tors. In this context, the reinforcement of the established entity in China, CNC Infranor, al-lows to absorb part of Cybelec’s existing con-struction/assembly/test entity (it should here be noted that this entity will also enable the integration of other Infranor Group products, particularly power units, as soon as the need arises);

– The reliability of the company’s products, a guarantee of their acceptance and positive mar-ket image, was significantly improved.

CHF 1,000 14/15 13/14Net sales 37,787 43,222Change versus previous year – 12.6% 1.2%EBITDA 2,513 3,806as % of net sales 6.7% 8.8%Depreciation and amortisation – 1,167 – 1,253 EBIT 1,346 2,553as % of net sales 3.6% 5.9%

Employees 215 217EBIT/employee (CHF 1,000) 6.3 11.7

Consolidated income accountInterpreting the Infranor Group’s 2014/15 results (covering the Infranor and Cybelec Divisions) was complicated by the negative influence exerted on all items in the consolidated income statements, due to the minimum exchange rate between the Swiss franc and the Euro being abandoned in Ja-nuary 2015.

Orders received in the 2014/15 financial year fell markedly year on year (down by 8.8 per cent from 39.4 million CHF to 43.2 million CHF). An


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analysis of individual activities reveals that the In-franor Division’s result (28.6 million CHF) re-mained at practically the same level as in the pre-vious financial year (down by 3.7 per cent to 29.7 million CHF). This slowdown is virtually off-set when the figures are expressed in local cur-rency (down by 0.3 per cent). The Cybelec Divi-sion reported a drop in orders received for the reasons outlined in the “Year under review” sec-tion.

In parallel to the trend in orders received, the Group’s sales fell by 12.5 per cent from 43.2 mil-lion CHF at 30 April 2014 to 37.8 million CHF the following year, with 1.5 million CHF being due to the negative effect of foreign exchange differen-ces. Cybelec’s sales figures, were primarily re-sponsible for this drop. Benefiting from more fa-vourable business development in Germany, France and the UK, the Infranor Division’s sales (27.6 million CHF) nearly matched those of the previous financial year (29.5 million CHF) if the exchange rate difference of 1.1 million CHF is not taken into account.

The change in the relative gross margin reflected the reduction in sales, corresponding to a fa-vourable product mix in terms of the gross margin. Overall, it rose to 58.2 per cent from the 57.1 per cent recorded in the 2013/14 financial year. Expressed in absolute terms, it amounted to 22.0 million CHF as against 24.7 million CHF in the previous year due to the decline in sales.

An assessment of operating expenses (20.6 milli-on CHF as against 22.1 million CHF in the previ-ous year) revealed that spending was more or less kept under control. EBIT amounted to 1.3 million CHF (3.5 per cent of consolidated sales),

down on 30 April 2014 (2.6 million CHF or 5.9 per cent of sales), with 0.6 million CHF of the 1.3 million CHF drop in earnings resulting from foreign exchange losses.

OutlookInfranor retains its capacity to offer solutions (optimised for specific applications in certain fields) to the movement control issues encoun-tered by its customers. Being familiar with cer-tain of its customers’ areas of business allows each Infranor entity to provide not only an ide-al range of Group products but also complete systems incorporating expertise in complex software.

Most of its customers are manufacturers wishing to enhance their machinery with auto-mation products of unique and exclusive quali-ty in order to stand out from their competi-tors. The projects that fit this profile generally fall into very specific niche markets and are growing in number.

At 6.8 million CHF, orders on hand as at 30 April 2015 remained constant year on year. The 2015/16 financial year started with a 5 per cent rise in orders received, in line with the prevailing economic climate. Provided that the situation does not worsen in the coming months, the Infranor Group expects a 4 per cent increase in sales.

Retirement of Mr Francesc CruellasAfter working for 40 years for the Infranor Group, Mr Francesc Cruellas has decided to bring his career with the company to a close. Joining Mavilor Motors S.A. in 1974 with indus-trial experience gained from his time spent as



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a methods engineer with the Spanish pharma-ceuticals group, Carlo Erba, he soon found himself drawn to sales and marketing. In 1980, he set up Infranor’s sales and engineering firm in Badalona, Spain, before returning a year later to take over the reins at Mavilor, the Group’s manufacturer of electric servo motors. From 1987 onwards, he shared the roles of Chairman of the Board of Directors and CEO of the In-franor Inter Group, which was spun off that same year. He remained in this position for six years before reassuming responsibility for me-chanical operations for the Infranor Group while also remaining in charge of Mavilor.

Both the Infranor Group and Perrot Duval’s shareholders owe much to Mr Cruellas. Imagi-native, convincing and tenacious, he managed his business operations and his employees ex-pertly, constantly guiding the latter towards success and the future. His technical skills, combined with his solid financial expertise, have made him a team member who will be difficult to replace.

An extremely faithful person, always ready to listen and passionate about the multidisciplina-ry aspects of his work, he deserves our dee-pest gratitude for spending his career within our Group.

Death of Mr Giampiero TassinarioTo retrace the steps in Mr Giampiero Tassina-rio’s career with the Infranor Group, we must take a brief look back at the Spanish company Mavilor. In 1969, as part of a French industrial group specialising in particular in manufactu-ring crankshafts for various applications, the company appointed a highly skilled mechanical engineer from Florence to facilitate the machi

ning of these items. The mechanic’s deputy, a senior research assistant in physics at Italy’s University of Florence, was Giampiero Tassina-rio. Together, they set up the industrial power-house of Mavilor, the many future innovations of which have contributed to the success of our Group.

Mr Giampiero Tassinario spent a number of ye-ars working for an independent engineering firm, then rejoined Infranor in the early 1990s. Inventive, analytical and driven by a constant desire for improvement, he created new, origi-nal and exclusive motors; their commercial success looks set to be reaped over the next few years, even though he himself passed away in November 2014. We will never be able to thank him sufficiently for his achievements and for having trained a new generation of engi-neers who will follow in his footsteps.

REAL ESTATE INVESTMENTS (100 %)

Perrot Duval Holding S.A. owns one real estate company: Bleu-Indim S.A., Fribourg, which owns land and an industrial building in Santa Perpetua de la Mogoda (Spain) leased out to a company of the Infranor Group.

SERVICES (100%)

Our company entirely controls the service com-pany Perrot Duval Management S.A., in Coppet (Switzerland), charged on the one hand with as-sisting each of the legal entities of the Group in the administrative, financial, legal and fiscal areas and, on the other, with coordinating the comple-mentary tasks in these spheres between the Group companies throughout the world.


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PERROT DUVAL HOLDING S.A.

PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION

The Swiss Ordinance against Excessive Remune-ration in Listed Companies Limited by Shares (ERCO) came into force on 1 January 2014 and requires, among other things, that your compa-ny’s Articles of Association be amended. The following notes explain the most important ch-anges to the Articles of Association proposed by your Board of Directors in order to comply with the requirements of the ERCO.

Approval of the remuneration for the Board of Directors and ManagementArticle 18 ERCO stipulates that the total remun-eration of the Board of Directors and Manage-ment be approved by the Annual Shareholders’ Meeting. Article 17a of the Articles of Association introduces this change as well as the procedure to be followed should the Annual Shareholders’ Meeting reject the remuneration proposed.

Under this new article, the Annual Shareholders’ Meeting will deliberate upon the proposals made by the Board of Directors pertaining to the ma-ximum total amount of future remuneration for the members of the Board of Directors and Ma-nagement, and their decision shall remain valid until the time of the next Annual Shareholders’ Meeting.

Article 17b defines the conditions of supplemen-tary payments in accordance with Article 19 ERCO, while Article 17c lays out the general principles applicable to the remuneration of the

Board of Directors and Management (pursuant to Article 12 ERCO), which, in particular, set the fixed and variable components of remuneration and how it is granted as well as any loans and advances extended to members of the Board of Directors and Management.

ElectionsArticles ERCO 2 and 3 require that, every year, the Annual Shareholders’ Meeting elect members of the Board of Directors and its Chairman, the members of the Remuneration Committee and the independent representative, in each case for a term until the next Annual Shareholders’ Mee-ting.

This new organisational structure has neces-sitated amendments to Articles 9, 14, 19 and 20 of the Articles of Association.

Independent representativeShareholders may only be represented by a mem-ber of an executive body of the company or by an appointed depository acting as an independent representative, who is elected annually by the Annual Shareholders’ Meeting. This requirement of the ERCO (Article 11) has led to a proposed amendment to Article 14 of the Articles of Asso-ciation.

Remuneration CommitteeBringing the Articles of Association into compli-ance with the legal obligations has led to the in-troduction of a new article covering the duties and powers of the Remuneration Committee (Article 25a).



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Number of mandates to be held by members of the Board of Directors and ManagementERCO Article 12 requires companies to specify the maximum number of mandates that members of the Board of Directors and Management may hold in addition to their usual responsibilities for your company. The new addition to the Articles of Association, Article 19a, sets out these new criteria based on the type of company registered with the Swiss Commercial Register and/or a fo-reign equivalent.

Contracts and duration of mandates for members of the Board of Directors and ManagementIn accordance with Article 12 ERCO, Articles 20 and 20a of the Articles of Association specify the maximum term or the maximum notice period for permanent contracts governing the remune-ration of members of the Board of Directors and Management.

RENEWAL OF THE MANDATE OF THE BOARD OF DIRECTORS

In accordance with the Swiss Ordinance against Excessive Remuneration (ERCO), the mandate of the members and Chairman of the Board of Directors is to be renewed each year. It is thus proposed that mandates be renewed for Mr Ni-colas Eichenberger, Mr Roland Wartenweiler, Mr Frédéric Potelle and Mr Luca Bozzo, and that Mr Nicolas Eichenberger be appointed Chairman of the Board of Directors.

RENEWAL OF THE MANDATEOF THE AUDITORS

Your Board of Directors proposes to renew the mandate given to the auditors Pricewaterhouse-Coopers S.A., Lausanne for the coming year.

RENEWAL OF THE MANDATE OF THE INDEPENDENT REPRESENTATIVE

For shareholders who are unable to attend the Annual Shareholders’ Meeting, your Board of Directors proposes to renew the mandate of the independent representative pursuant to Article 8 ERCO, which was granted in 2014 to Mr Pierre-Yves Cots of 88 rue Ancienne, CH-1227 Carouge.

PERROT DUVAL HOLDING S.A. AND PROPOSED APPROPRIATION OF RETAINED EARNINGS FOR 2014/15

In the light of the development of the company, the need to conserve the liquid assets within the group and to reinforce the equity, the Board pro-poses that the unappropriated retained earnings be carried forward this year.


02_PER_2015_Coporate_Governance_EN.indd 16 27.07.2015 14:17:58

17

CORPORATE GOVERNANCE

18 GROUP STRUCTURE AND MAJOR SHAREHOLDERS

19 CAPITAL STRUCTURE

20 BOARD OF DIRECTORS

24 GENERAL MANAGEMENT

24 COMPENSATIONS, SHAREHOLDINGS AND LOANS

26 SHAREHOLDERS’ PARTICIPATION RIGHTS

27 AUDITORS

27 INFORMATION POLICY


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Perrot Duval GroupPerrot Duval Holding S.A.

Geneva

ProcessAutomation

Füll Process S.A.Freiburg

IndustrialAutomation

Infranor Holding S.A.Yverdon-les-Bains

InfranorDivision

CybelecDivision

Perrot Duval Holding S.A. Corporate Governance 2014/15


1. GROUP STRUCTURE AND MAJOR SHAREHOLDERS

The chapter on corporate governance shows how Perrot Duval Holding S.A. has organised the management and control functions within the group. The corporate governance disclosures comply fully with the SIX Swiss Exchange rules regarding corporate governance.

1.1 Group structurePerrot Duval Holding S.A. establishes and deve-lops companies which are then grouped together in independent divisions and managed autono-mously. Therefore it does not control a vertically integrated company. The Perrot Duval Group is subdivided into two divisions: the automation of processes (for which Füll Process S.A. is the pa-rent company), and the automation of move-ments (for which Infranor Holding S.A., Yverdon-les-Bains, is the parent company). The two parent companies themselves own several sales, engi-neering and production companies. Perrot Duval Holding S.A.’s investment in each of these com-panies is shown on page 42.

Registered office:Perrot Duval Holding S.A.16, rue de Candolle1205 GenevaTel. +41 22 776 61 44e-mail [email protected]

1.2 Major shareholdersAs of 30 April 2015, Mr Nicolas Eichenberger held all the registered shares, representing 38.31 percent of the voting rights.

Expressed through the holding of bearer shares solely on the same date, Mr Gerhard Berchtold, residing in Herrliberg, held 5.07 percent of the voting rights, Mrs. Apollonia Döbert, residing in Mühlheim am Main (Germany) held 3.09 percent of the voting rights and Mr Nicolas Eichenberger held 9.38 of the voting rights. Mr Nicolas Eichen-berger was holding in total 47.69 percent of the voting rights.

To the knowledge of the Board of Directors no other shareholder holds more than 3 per cent of the share capital. Moreover there are no share-holders’ agreements.


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1.3 Cross-shareholdingsThere are no cross-shareholdings of either capi-tal or voting rights.

2. CAPITAL STRUCTURE

2.1 Share capitalThe 6,724,000 CHF capital of Perrot Duval Holding S.A. (fully paid up) is divided into two classes of stock: 119,632 bearer shares at 50 CHF par value and 74,300 registered shares at 10 CHF par value. All the shares issued by the company have dividend rights and have the same voting rights.

The bearer shares have been listed on the SIX Swiss Exchange since 1905. They are traded under the securities number CH0252620700, Telekurs & Swissquote: PEDU; Thomson Reu-ters: PEDU.S; Bloomberg: PEDU.SW.

Based on the year end 2014/15 price of 59.50 CHF for the bearer shares, the market capitalisation increased to 8.0 m CHF as of 30 April 2015. As of 30 April 2015, the Perrot Duval Group held 1,635 own bearer shares at 50 CHF par value.

2.2 Authorised and conditional capitalThere is no authorised or conditional capital.

2.3 Change in capital structureThe sole change in capital over the last three business years has been realized as of 29 Octo-ber 2014.

Withdrawal of participation capitalUntil 29 October 2014, the capital of Perrot Du-val Holding S.A. was made up of 3,715 unlisted registered shares at 200 CHF par value, 3,407 bearer shares at 1,000 CHF par value and 27,000 participation certificates at 50 CHF par value, with these two classes being listed on the SIX Swiss Exchange. The Annual Shareholders’ Mee-ting of 29 October 2014 decided on the split of the par value from 200 CHF to 10 CHF for regi-stered shares and from 1,000 CHF to 50 CHF for bearer shares, followed by the conversion of the 27,000 participation certificates into 27,000 new bearer shares at 50 CHF par value.

Merger with Infranor Inter Ltd., ZurichThe Annual Shareholders’ Meeting of 29 Octo-ber 2014 also approved the merger between Per-rot Duval Holding S.A. and its subsidiary in which it previously held a 77.9% stake. As part of the merger, Infranor’s shareholders received one Perrot Duval Holding bearer share at a par value of 50 CHF each for every seven bearer shares held in Infranor Inter Ltd. at a par value of 20 CHF each.

As per 30.4. (CHF) 2015 2014 2013Share capital 6,724,600 4,150,000 4,150,000Participation capital 0 1,350,000 1,350,000Legal reserve 100,000 100,000 100,000Reserve from capital contributions 3,007,206 1,000,000 1,000,000Reserve for treasury shares 467,128 0 0Unappropriated retained earnings 6,719,835 7,074,261 6,893,030Equity 17,018,769 13,674,261 13,493,030


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Increase of Perrot Duval Holding S.A.’s share capitalIn order to create the bearer shares necessary to carry out the merger, Perrot Duval Holding S.A.’s Annual Shareholders’ Meeting of 29 October 2014 decided to increase its share capital by 1,224,600 CHF from 5,500,000 CHF to a 6,724,600 CHF by issuing 24,492 new bearer shares at a par value of 50 CHF each.

2.4 Participation capitalThere are neither participation certificates (since 29 october 2014) nor dividend right certificates.

2.5 Profit-sharing certificatesThere are no profit-sharing certificates.

2.6 Limitations on transferability and nominee registrationsThere are no restrictions of any kind applicable to the transfer or ownership of Perrot Duval be-arer shares, and there are no nominees.

2.7 Convertible bonds and optionsThere are no convertible bonds or options out-standing.

3. BOARD OF DIRECTORS

3.1 CompositionThe Board of Directors consists of one exec utive and three non-executive members. The latter three have no business relationship with the group.

Executive memberNicolas Eichenberger (1958), from Geneva and Trub, residing in Mies (CH).Chief Executive Officer since 1996, Chairman of the Board of Directors since 29 October 2014, elected until the ordinary Annual Shareholder’s

Meeting of 2015.Nicolas Eichenberger, is a Board member since 1993, Chief Executive Officer since 1996. He is a graduate in law and holds a university degree in chemistry. He is also member of the Board of Directors of a several unlisted companies. He holds the position of managing director, having been appointed by Perrot Duval Manage-ment S.A., a direct subsidiary of Perrot Duval Holding S.A.

Non-executive membersRoland Wartenweiler (1944), from Bischofs- zell, residing in Bursins (CH).First elected 1 May 2008, elected until the ordi-nary Annual Shareholder’s Meeting of 2015. Vice-Chairman since 15 March 2012. Business editor at the Neue Zürcher Zeitung between 1970 and 2007, Roland Wartenweiler spent long periods in London, Brussels, Berlin and also in Geneva. He has in-depth knowledge of the broad economic trends and is a keen analyst of international relations.

Frédéric Potelle (1967) from Valenciennes (FR), residing in Annecy-le-Vieux (FR).First elected since 1 November 2011, elected until the ordinary Annual Shareholder’s Meeting of 2015.Frédéric Potelle holds a Master’s degree in Engi-neering and a Master in Corporate Finance. He joined the bank Bordier & Cie in 2008 as a finan-cial analyst in charge of energy and industry. He was appointed Head of Research of the Bank on January 2012.

Luca Bozzo (1976) from Cologny (GE), residing in Vandoeuvres (GE).First elected 1 May 2014, elected until the ordi-nary Annual Shareholder’s Meeting of 2015.Luca Bozzo is an attorney-at-law, admitted to the Geneva Bar in 2007. He is focusing on M&A pro-


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jects at the firm of lawyers Borel & Barbey in Ge-neva and provides the Board of Directors with his expertise in the legal field. He is also member of the Board of Directors of several unlisted compa-nies.

3.2 Other activities and vested interestsThe members of the Board of Directors do not carry out any other activities than mentioned on pages 20 and 21 and have no vested interests that would be of significance for the Perrot Duval Group.

3.3 Permitted additional actitiviesThe number of mandates in the superior manage-ment or administrative bodies of legal units obli-ged to register themselves in the commercial register or a foreign equivalent thereof, which are not controlled by Perrot Duval Holding S.A., is limited to a total of twelve for the members of the Board of Directors of Perrot Duval Holding S.A., including a maximum of four mandates in publicly traded companies.

The number of mandates in other legal units, such as associations, foundations and pension funds is limited to a total of twelve for the members of the Board of Directors of Perrot Duval Holding S.A.

These restrictions do not apply to legal bodies directly or indirectly controlled by the company or do control the company.

3.4 Elections and terms of officePursuant to the Articles of Association, the Board of Directors shall consist of a minimum of three and a maximum of nine members. The term of office shall correspond to the legally permitted maximum term of one year and shall end at the end of the next ordinary Annual Shareholders’ Meeting. Re-election is possible.

If the office of the Chairman of the Board of Directors is vacant or the Remuneration Com-mittee is not complete, the Board of Directors shall appoint a substitute for the time period until the conclusion of the next ordinary Annual Sha-reholders’ Meeting who must be a member of the Board of Directors financial year.

3.5 Internal organisational structure and committees

Board of DirectorsThe duties of Perrot Duval Holding S.A. Board of Directors are defined in the Swiss Code of Obli-gations, the Articles of Association and the Or-ganizational Rules.

The Board of Directors is entrusted with the ul-timate direction of the Company as well as the supervision of the management. It represents the Company towards third parties and attends to all matters which are not delegated to or reserved for another corporate body of the Company by law, the Articles of Association or the regulati-ons. It issues guidelines on corporate policy and keeps itself informed about the course of bu-siness.

The Board of Directors has the following non-transferable and irrevocable duties:

– to ultimately direct the Group and issue the necessary directives; therefore, to develop the Group’s strategic objectives and determine the means of achieving these objectives;

– to determine the Group organizational struc-ture;

– to organize the accounting, the internal control system (ICS), the financial control and the fi-nancial planning as well as to perform a risk assessment;


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– to appoint and recall persons entrusted with the management and representation of the Company and to grant signatory powers;

– to ultimately supervise the persons entrusted with the management, in particular with re-spect to compliance with the law, the Articles of Association, and other regulations and direc-tives;

– to prepare the business report as well as the Shareholders’ Meeting and to implement the latter’s resolutions;

– to prepare the compensation report;– to inform the judge in the event of over-

indebtedness.

The Board of Directors can delegate certain or all management duties to the CEO to the extent permitted by law and by the Articles of Associa-tion. The Organizational Rules contain details related to the delegation of competencies.

The Board of Directors convenes as often as bu-siness requires. During the 2014/15 business year, the Board held eight one-day meetings. Each meeting of the Board of Directors in the year under review was attended by all members. Approval of the annual financial statements and preparation for the Annual Shareholders’ Mee-ting normally take place at the first meeting of the year, while the budget planning is approved at the final meeting of the year.

The members of the Board of Directors general-ly receive documentation five working days prior to meetings, allowing them to be properly prepa-red to discuss the items on the agenda.

The Board of Directors is deemed quorate when an absolute majority of its members is present. It adopts resolutions and conducts elections based upon a majority of the votes cast. In the event of a tie, the Chairman has the casting vote. At the

Chairman’s request or, in his absence, that of the Vice-Chairman, resolutions of the Board of Directors may also be adopted by circular in the form of a letter.

General ManagementThe Board of Directors delegates the task of op-erational management to the General Manage-ment. The Organizational Rules set out the rights and duties of the Board of Directors and Gener-al Management and describes how these cooper-ate.

In view of the Group’s structure, as described on pages 18 to 24, the General Management role is currently provided solely by the CEO, Mr Nicolas Eichenberger, who also is the executive member of the Board of Directors.

General Management is responsible for the man-agement of the Group insofar as this task has not been assigned by law, the Articles of Association or the Organizational Rules to any other corpo-rate body.

It prepares the strategy, the long-term and mid-term targets and the management guidelines for the Perrot Duval Group before submitting them to the Board of Directors for discussion and ap-proval.

Remuneration CommitteeThe Remuneration Committee is set up to sup-port the Board of Directors. The Shareholders’ Meeting elects individually at least two members of the Board of Directors as members of the Re-muneration Committee. The term of office of the members of the Remuneration Committee shall be one year and shall end at the next ordinary Annual Shareholders’ Meeting. Re-election is possible.


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Subject to and within the scope of the approved overall compensation by the Annual Sharehold-ers’ Meeting, the Remuneration Committee pro-poses to the Board of Directors the remunera-tion of its members and proposes, respectively determines the remuneration of the members of the CEO, both as further set out below.

The Remuneration Committee mainly submits proposals to the Board of Directors regarding :

– the total amount of the maximum compensa-tion of the Board of Directors’ members and the CEO for the next business year;

– the individual compensation of each Board of Directors’ member and of the CEO (fixed and variable compensation) within the scope of the approved overall compensation by the Share-holders’ Meeting;

– targets for the CEO;– amendments to the Remuneration Committee

Rules.

The members of the Remuneration Committee in the year under review were the Board mem-bers Mr Frédéric Potelle (Chairman) and Mr Luca Bozzo. The Remuneration Committee meets at least one time each year, usually after the results for the financial year have been prepared and the audited annual financial statements are available. One meeting was held in the 2014/15 business year and was attended by all members.

Other CommitteesDue to the size of the company, the Board does not currently appoint other committees. All tasks within the Board’s area of responsibility are assumed by the Board as a whole.

3.6 Powers and responsibilitiesThe powers and responsibilities of the Board of Directors and the power-sharing arrangement

between the Board of Directors CEO are stipu-lated in the Articles of Association. These can be examined at the company’s headquarters.

The detailed competencies and responsibilities of the Board of Directors and the regulation of po-wers and responsibilities between the Board of Directors and the CEO are recorded in the Arti-cles of Association and the Organizational Rules.

3.7 Information and control instruments relating to the CEOThe Board of Directors receives quarterly writ-ten reports detailing the sales, incoming orders and volume of orders outstanding of all Group units. Four times a year, it receives the consoli-dated statements (balance sheets, income state-ments, cash-flow, comparative data and analysis) of each investment and of the entire group. These are compared with the budget and the year-end forecasts. Significant items are always reported immediately. Financial reporting is a fixed con-stituent of the meetings of the Board of Direc-tors. Deviations are discussed and measures may be initiated as a result.

As well as the statutory auditors, the Chairman/CEO with the CFO of the Infranor Group work on behalf of the Board of Directors to check for adherence to Group guidelines and regulations, and the suitability of the control instruments and the procedures within individual Group compa-nies. Every year, the Group auditor defines the main risk-related auditing items. The work of the Group auditor as well as the local auditors is evaluated by the CEO on behalf of the Board of Directors.

A comprehensive central internal control system (ICS) with an internet-based multilingual software program support obliges every group company to follow defined procedures each quarter in order


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to be able to fully comply with the internal gui-delines and Swiss law. The CEO reports quarter-ly to the Board of Directors, which reviews the ICS concept at yearly intervals with regard to identifying, evaluating and remedying risks as-sociated with business activities and adapts it to new requirements as necessary. 4. GENERAL MANAGEMENT

4.1 Members of the General ManagementIn view of the Group’s structure, as described on pages 18 to 24, the General Management role is currently provided solely by the CEO, Mr Nico-las Eichenberger, who also is the executive mem-ber of the Board of Directors. If necessary, the Board of Directors can also pass responsibility for certain tasks to other members of the Board.

4.2 Other activities and vested interestsThe sole member of the General Management does not carry out any activities other than those mentioned on page 20 and has no vested in-terests that would be of significance for the Perrot Duval Group.

4.3 Permitted additional activitiesThe number of mandates in the superior manage-ment or administrative bodies of legal units obliged to register themselves in the commercial register or a foreign equivalent thereof, which are not controlled by Perrot Duval Holding S.A., is limited to a total of four for the members of the General Management of Perrot Duval Holding S.A., including a maximum of one man-date in a publicly traded company.

The number of mandates in other legal units, such as associations, foundations and pension funds is limited to a total of ten for the members of the

General Management of Perrot Duval Hold-ing S.A.

These restrictions do not apply to legal bodies directly or indirectly controlled by the company or do control the company.

4.4 Management contractsInfranor Holding S.A., Yverdon-les-Bains, member of the Infranor Inter Group, and Füll Systembau GmbH, Idstein (Germany), member of the Füll Process Group, have a management contract in place with Perrot Duval Management S.A., Coppet. The core element of these management contracts is the compensation for the services that have been provided by Mr Nicolas Eichenberger as an executive member of the Board of Directors, as well as advisory work performed by other Members of the Board of Directors of Perrot Duval Holding S.A.

Perrot Duval Management S.A. charged in 2014/15 624,290 CHF for management services (previous year: 627,100 CHF). These management con-tracts were agreed to at arm’s length conditions according to a time and materials basis for an indeterminate period. However, the contracts can be terminated at annual intervals.

5. COMPENSATIONS, SHAREHOLDINGS AND LOANS

5.1 Content and method of determining the compensation

Basic principlesThe basic principles of the compensation policy are stated in the Articles of Association.

The members of the Board of Directors receive a fixed basic fee that is determined by the full



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Board of Directors based on the proposal of the Remuneration Committee and subject to and wi-thin the limits of the aggregate amounts approved by the Annual Shareholders’ Meeting.

Perrot Duval does not provide healthcare bene-fits to Members of the Board of Directors.

The executive member of the Board of Directors receives an additional fixed compensation, a lump sum for expenses as well as a short-term incen-tive bonus in cash, which depends on the achie-vement of qualitative or quantitative targets. The variable financial targets are solely oriented to profit after taxes of the operative participations of Perrot Duval Holding S.A. There is no maxi-mum value of the annual bonus. The bonus pay-ment is made after the Annual Shareholders’ Meeting of Perrot Duval Holding S.A. following the fiscal year under review. There is no other additional variable compensation in any form.

Expenses that are not covered by the lump sum compensation for expenses pursuant to the ex-pense regulations of the Company are reimbursed against presentation of the relevant receipts. This additional compensation for expenses actually in-curred does not need to be approved by the An-nual Shareholders’ Meeting. The executive mem-ber of the Board of Director is not provided with a company vehicle.

No additional compensation shall be awarded for activities in companies being directly or indirect-ly controlled by Perrot Duval Holding S.A.

Loans to a maximum of 1.0 m CHF may be granted to each member of governing bodies.

Further information on the compensation paid to the executive and non-executive members of the Board of Directors can be found in the Remune-

ration Report on page 31.

In financial year 2014/15, compensation of 24,000 CHF was paid to Mr Pierre Zähner, for-mer member of the Board of Directors.

Additional amount of compenstaion for new members of the Group ManagementWith respect to any member joining the Group Management or being promoted within the Group Management during the period for which the Shareholders’ Meeting has already approved the overall compensation of the Group Manage-ment, the Company and its subsidiaries are enti-tled to pay an additional amount of compensation for that period provided that the approved aggre-gate compensation does not prove sufficient. The Shareholders’ Meeting does not vote on this ad-ditional amount.

ResolutionsEach year, the General Meeting votes separately on the proposals by the Board of Directors re-garding the aggregate amounts of:

1. the compensation of the Board of Directors for the term of office until the next ordinary Share-holders’ Meeting;

2. the maximum overall compensation of the Group Management (fixed and performance based components) that may be paid in the sub-sequent business year;

3. a possible additional compensation of the mem-bers of the Group Management for the preced-ing business year.

If the General Meeting does not approve the pro-posed aggregate amount, the Board of Directors may make a new proposal at the same Sharehold-ers’ Meeting. If the Board of Directors does not make a new proposal, it may either convene a


26


new Shareholders’ Meeting and make new pro-posals for approval or may submit the proposals regarding compensation for retrospective ap-proval at the next ordinary Shareholders’ Meet-ing.

6. SHAREHOLDERS’ PARTICIPATION RIGHTS

6.1 Restrictions applicable to voting rights and voting by proxy

Each share carries one vote at the Sharehol-ders’ Meeting. The company’s articles of asso-ciation do not contain any restrictions applica-ble to voting by proxy and representation rights.

Shareholders who are unable to attend the An-nual Shareholders’ Meeting in person may ap-point the independent proxy or someone else as their proxy by giving him/her written autho-rization to represent them. Shareholders have the option of appointing the independent proxy online until two days before the Shareholders’ Meeting. The Board of Directors determines the requirements regarding proxies and voting instructions.

6.2 Quorums stipulated in the articles of association

The quorums stipulated in the articles of associa-tion for motions carried by the Annual Sharehol-ders’ Meeting are in accordance with the law (art. 703 et seq. of the Swiss Code of Obligations).

6.3 Invitation to the annual Share- holders’ meeting, tabling of motions

The Annual Shareholders’ Meeting is convened by the Board of Directors or by the governing bo-dies and persons designated by law in accordance

with legal and statutory requirements at least 20 days before the meeting by announcement in the Swiss Official Gazette of Commerce.

6.4 AgendaThe notice in the Swiss Official Gazette of Com-merce states the day, time and place of the mee-ting, the agenda, the proposals of the Board of Directors and the proposals of the shareholders who have requested the Shareholders’ Meeting or that an item be included on the agenda. The notice shall state at least the day, time and locati-on and further where the agenda and items can be inspected.

One or more shareholders who together repre-sent at least 10 per cent of the share capital may request that a Shareholders’ Meeting be called or a motion tabled. Shareholders whose shares re-present a par value of 1.0 m CHF may also requ-est that a motion be added to the agenda.

This request must be done at least 45 days in advance, in writing, including the motion to be added, before the Shareholders’ Meeting.

6.5 Registration of registered sharesThere is no limitation to the registration of registered shares.

7. CHANGE OF CONTROL AND DEFENCE MEASURES

7.1 Obligation to submit an offerA party acquiring shares in the company is not obliged to submit a public purchase offer (opting out) pursuant to articles 32 and 52 of the Federal Act on Stock Exchanges and Securities Trading (art. 6.5 of the Articles of Association).


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7.2 Change of control clausesThere are no clauses on changes of control in favour of the Board of Directors and/or other key personnel.

8. AUDITORS

8.1 Duration of the audit mandate and duration of the appointment of the auditor responsiblePricewaterhouseCoopers S.A., Lausanne, under the responsibility of Mr Felix Roth has been the company’s auditor since 2009/10 financial year. Mr Felix Roth, as lead auditor, has been respon-sible for the mandate since then.

The auditor is elected for a period of one year in each case.

8.2 Auditing feesThe fees paid to PricewaterhouseCoopers S.A. for Perrot Duval Holding S.A, the consolidation of the Perrot Duval Group and the Infranor Group, on the one hand, and of various Swiss companies of the Infranor Group, on the other hand, amounted 159,018 CHF (173,386 CHF pre-vious fiscal year). The remaining foreign audit companies charged 46,464 CHF (46,288 CHF previous fiscal year).

8.3 Additional feesPerrot Duval Holding S.A., as part of the merger performed in 2014, paid additional fees to Price-waterhouseCoopers S.A. of 45,000 CHF.

8.4 Supervisory and control instruments pertaining to the auditThe Board of Directors is responsible for evalua-ting the external audit, but delegates this task to the CEO. The Chairman draws up an audit re-port on behalf of the Board of Directors. At least

one meeting between the external auditor and CEO of the Board takes place at annual inter-vals. The main findings for each company (ma-nagement letters) and the consolidated state-ment, which are summarised in the audit report, are discussed in depth at these meetings. The auditor also discusses the scope of work perfor-med (audit review) for each company and the current developments in the Swiss GAAP FER and the effects thereof on the consolidated fi-nancial statements of thePerrot Duval Group.

9. INFORMATION POLICY

Perrot Duval Holding S.A. provides shareholders, financial analysts and financial journalists with information by means of an annual report and half-yearly report. These documents are distri-buted to the media and those shareholders who-se addresses it has, and it briefs the media on current events. As a listed company, Perrot Duval Holding S.A. must disclose any information that may affect the share price (ad-hoc publicity, article 72 Listing regulations, www.six.com).

Our CEO is pleased to answer your questions personally:

Nicolas EichenbergerChairman of the Board of Directorsand Chief Executive OfficerTel. +41 (0)22 776 61 [email protected]

AGENDA 24.09.2015 Shareholder’s meeting 2014/1517.12.2015 Half-year results 2015/1622.09.2016 Shareholder’s meeting 2015/16



29

REMUNERATION REPORT

30 PRINCIPLES OF REMUNERATION

30 GOVERNANCE

31 COMPENSATION


30

Perrot Duval Holding S.A. Remuneration Report 2014/15

The remuneration report contains information on the compensation policy and processes for determining the compensation paid to the Board of Directors and Group Management of the Per-rot Duval Group. It also provides detailed infor-mation on compensation paid in 2014/15.

The Compensation Report satisfies the transpa-rency requirements set out in the Ordinance against Excessive Remuneration in Listed Compa-nies Limited by Shares (ERCO).

This remuneration report replaces the informati-on pursuant to Article 663bbis CO in the notes to the balance sheet.

PRINCIPLES OF REMUNERATION

Remuneration of the Board of Directors is based on the following principles:

• Transparency (simplicity, clarity)• Business success• Benchmark to similar companies

Overall responsibility for defining the basic prin-ciples of compensation lies with the Annual Ge-neral Meeting. The Board of Directors deter-mines compensation within the boundaries defined by the General Meeting. It approves the compensation paid to executive and non-execu-tive members of the Board of Directors and the Board Chairman.

The members of the Board of Directors receive remuneration in the form of a fixed remunerati-on. In addition, the delegate of the Board of Directors and Executive Director of the Perrot Duval Group receives a fixed and a variable re-muneration. The remuneration is registered ap-plying the accrual principle.

GOVERNANCE

The General Meeting elects individually at least two non-executive members of the Board of Di-rectors as members of the Remuneration Com-mittee. The term of office of the members of the Remuneration Committee shall be one year and shall end at the next ordinary General Meeting. Re-election is possible.

The members of the Remuneration Committee in the year under review were the Board mem-bers Frédéric Potelle and Luca Bozzo.

Subject to and within the scope of the approved overall compensation by the General Meeting, the Remuneration Committee proposes to the Board of Directors the remuneration of its exec-utive and non-executive members.

Certain Board’s tasks are solely delegated to the Executive Director.

The Executive Director receives a fixed remuner-ation paid in 12 installments and a performance- related variable remuneration. The fixed remu-neration has been benchmarked according to a study made by Cepec Centre de Projets Econom-iques S.A. The variable remuneration is set at 3% of the net annual consolidated results (after tax) of the operative participations of Perrot Duval Holding S.A. up to CHF 3,0 mio and at 5% above. There is no upper limit to the cash bonus.

This variable remuneration is paid after the ap-proval of the annual financial statements. Payments are made in cash. Expenditure for social security and pension includes employer contributions to

REMUNERATION REPORT


31


CHFFixed gross

remunerationVariable gross remuneration

Pension fund & social security

charges Others Total

14/15Board of DirectorsNicolas Eichenberger Chairman 40,000 0 2,500 0 42,500Roland Wartenweiler Vice-Chairman 20,000 0 165 0 20,165Luca Bozzo Director 20,000 0 1,250 0 21,250Frédéric Potelle Director 20,000 0 1,250 0 21,250Total 100,000 0 5,165 0 105,165

DelegationNicolas Eichenberger Executive Director 314,217 7,901 79,890 4,500 406,508Total 314,217 7,901 79,890 4,500 406,508

Former member of the Board of DirectorsPierre Zähner 24,000 0 771 0 24,771Total 24,000 0 771 0 24,771

CHFFixed gross

remunerationVariable gross remuneration

Pension fund & social security

charges Others Total

13/14Board of DirectorsNicolas Eichenberger Chairman 40,000 0 2,500 0 42,500Roland Wartenweiler Vice-Chairman 20,000 0 165 0 20,165Luc Hafner Director 20,000 0 165 0 20,165Frédéric Potelle Director 20,000 0 1,250 0 21,250Total 100,000 0 4,080 0 104,080

DelegationNicolas Eichenberger Executive Director 323,290 30,327 77,285 6,000 436,902Total 323,290 30,327 77,285 6,000 436,902

Former member of the Board of DirectorsPierre Zähner 24,000 0 771 0 24,771Total 24,000 0 771 0 24,771

social insurance and to the pension fund and sen-ior management pension fund. There is no long term incentive or options plan within the Perrot

Duval Group. No loans or other monetary or non-monetary benefits have been granted to board members, manager or kinfolk.


32


To the general meeting of Perrot Duval Holding S.A. Geneva

Report of the statutory auditor on theremuneration report 2014-2015

We have audited the remuneration report (pages 30–31) dated 30 June 2015 of Perrot Duval Holding SA for the year ended 30 April 2015.

Board of Directors’ ResponsibilityThe Board of Directors is responsible for the prepara-tion and overall fair presentation of the remuneration report in accordance with Swiss law and the Ordinan-ce against Excessive Compensation in Stock Exchange Listed Companies (Ordinance). The Board of Direc-tors is also responsible for designing the remuneration system and defining individual remuneration packages.

Auditor’s ResponsibilityOur responsibility is to express an opinion on the ac-companying remuneration report. We conducted our audit in accordance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obta-in reasonable assurance about whether the remunera-tion report complies with Swiss law and articles 14–16 of the Ordinance.

An audit involves performing procedures to obtain audit evidence on the disclosures made in the remu-neration report with regard to compensation, loans and credits in accordance with articles 14–16 of the Ordinance. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements in the remuneration report, whether due to fraud or error. This audit also includes evaluating the reasonableness of the metho-ds applied to value components of remuneration, as well as assessing the overall presentation of the re-muneration report.

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

OpinionIn our opinion, the remuneration report of Perrot Du-val Holding SA for the year ended 30 April 2015 com-plies with Swiss law and articles 14–16 of the Ordinan-ce.

PricewaterhouseCoopers SA

Felix Roth Pierre-Alain DévaudAudit expert Audit expertAuditor in charge

Lausanne, 30 June 2015

REPORT OF THE STATUTORY AUDITOR


33



03_PER_2015_Finanzreil1_EN.indd 34 27.07.2015 14:18:47

FINANCIAL REPORT OF THE PERROT DUVAL GROUP

36 CONSOLIDATED BALANCE SHEETS

37 CONSOLIDATED INCOME STATEMENTS

38 CONSOLIDATED CASH FLOW STATEMENTS

39 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

NOTES ON THE CONSOLIDATED FINANCIAL STATEMENTS

40 SEGMENT REPORT

41 OTHER DISCLOSURES

60 REPORT OF THE AUDITOR


36

CONSOLIDATED BALANCE SHEETS

CHF 1,000 Note 30.04.15 30.04.14

AssetsCash and cash equivalents 3 2,235 1,520Trade accounts receivable 4 7,213 9,004Other receivables 5 898 1,373Inventories 6 10,091 10,184Prepaid expenses 916 907Total current assets 21,353 22,988

Financial assets 183 144Property, plant and equipment 7 5,255 5,920Intangible assets 8 2,056 2,003Deferred tax assets 9.2 1,504 1,443Total non-current assets 8,998 9,510Total assets 30,351 32,498

LiabilitiesCurrent financial liabilities 10.1 9,576 10,650Trade accounts payable 4,086 4,854Other current liabilities 11 1,931 960Accruals and deferred income 12 1,955 3,008Short-term provisions 13 401 595Provision for income taxes 61 92Total current liabilities 18,010 20,159

Non-current financial liabilities 10.2 7,044 1,396Subordinated convertible bond 2009-16 10.3 0 3,859Loan 10.4 1’858 1,500Long-term provisions 14 225 212Deferred tax liabilities 9.2 611 679Total non-current liabilities 9’738 7,646Total liabilities 27,748 27,805

Share capital and participation capital 16 6,725 5,500Treasury Shares – 467 0Reserves – 10,012 – 11,574 Retained earnings 9,412 10,760Currency translation differences – 3,055 – 1,084 Shareholders’ equity before minority interest 2,603 3,602Minority interest 0 1,091Total shareholders’ equity 2,603 4,693Total liabilities and shareholders' equity 30,351 32,498

Perrot Duval Holding S.A. Financial Report 2014/15


37

CONSOLIDATED INCOME STATEMENTS

CHF 1,000 Note 14/15 13/14

Net sales 17, 18 44,093 51,591Cost of materials – 19,169 – 22,662 Change in inventories 1,121 – 172 Gross profit 26,045 28,757

Personnel costs 19 – 17,555 – 18,629 General and administrative costs 20 – 1,508 – 1,578 Sales costs 21 – 1,441 – 1,525 Other operating expenses 22 – 3,350 – 3,422 Other operating income 23 350 362Total operating expenses – 23,504 – 24,792

Earnings before interest, tax, depreciation and amortisation (EBITDA) 17 2,541 3,965

Depreciation and amortisation 24 – 1,199 – 1,268 Earnings before interest and tax (EBIT) 1,342 2,697

Financial income 17 26Financial expenses – 1,093 – 1,210 Financial result 25 – 1,076 – 1,184

Profit before taxes 268 1,513

Taxes 9.1 – 162 – 595

Net Profit 106 918

thereof for:– Shareholder's of Perrot Duval Holding S.A. 79 696– Minority interest 27 222



38

CONSOLIDATED CASH FLOWSTATEMENTS

Indirect method with cash and cash equivalents CHF 1,000 Note 14/15 13/14

Earnings before interest and tax (EBIT) 1,342 2697Depreciation/amortisation of fixed assets 24 1,199 1268Change in provisions and other non-cash items 266 – 220Payments out of provisions – 172 – 261Interest received 18 4Interest and other financial expenses paid – 1,115 – 1103Income taxes paid – 248 – 334Cash flow before change in net current assets 1,290 2,051Change in trade accounts receivables 1,017 705Change in inventories – 1,121 172Change in other current assets 135 – 8Change in trade accounts payables – 366 94Change in other current liabilities 322 – 857Cash flow from operating activities 1,277 2,157

Investments in financial assets – 66 – 132Investments in property, plant and equipment 7 – 854 – 755Disposal of property, plant and equipment 7 0 1Investments in intangible assets 8 – 707 – 861Cash flow from investing activities – 1,627 – 1747

Increase in current financial liabilities 2,289 3572Repayment of current financial liabilities –1,227 – 4735Increase in non-current financial liabilities 5,039 – 98Repayment of non-current financial liabilities – 4,267 – 312Repayment of lease obligations 30 8Merger costs –618 0Dividend payment to minorities – 80 – 85Cash flow from financing activities 1,166 – 1650Currency translation differences on cash and cash equivalents – 101 – 30Change in cash and cash equivalents 715 – 1270

Cash and cash equivalents at the beginning of the year 3 1,520 2790Cash and cash equivalents at the end of the year 3 2,235 1520Change in cash and cash equivalents 3 715 – 1270



39

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Definition of the components of equity: – The share capital and participation capital is

the capital of the parent company, Perrot Duval Holding S.A.

– Reserves comprise the goodwill from company acquisitions that was taken directly to equity in the past as well as premiums from capital in-creases. Non distributable Reserves amounted 5.9 million CHF as of April 2015 (previous fiscal year 6.4 million CHF).

– Retained earnings comprise accumulated prof-its retained in Group companies.

– Currency translation differences comprise all currency translation differences arising from the currency conversions of foreign Group entities.

– The shares held by minority interest represent all the share capital of the investments of Perrot Duval Holding S.A., owned by shareholders other than the latter.

CHF 1,000

Share and Participa-

tion capital Reserves

Retained earnings

Treasury shares

Currency translation differences

Total shareholders' equity before

minority interest

Minority interest

Total shareholders'

equity with minority interest

Balance at 30.04.13 5,500 – 11,593 10,092 0 – 975 3,024 982 4,006Net currency transla-tion diff. – 9 – 109 – 118 – 28 – 146 Net profit 696 696 222 918Dividend – 85 – 85 Transfer 19 – 19 0 0

Balance at 30.04.14 5,500 – 11,574 10,760 0 – 1,084 3,602 1,091 4,693Capital Increase 1,225 – 1,225 0 0Merger with Infranor Inter Ltd. 3,405 – 1,427 – 467 – 480 1,031 – 1,031 0Merger costs – 618 – 618 – 618 Net currency transla-tion differences – 1,491 – 1,491 – 7 – 1,498 Net profit 79 79 27 106Dividend 0 – 80 – 80

Balance at 30.04.15 6,725 – 10,012 9,412 – 467 – 3,055 2,603 0 2,603



40

NOTES TO THE CONSOLIDATEDFINANCIAL STATEMENTS

1.1 Segment report by business line

Segment

Automated production processes FUELL GROUP

Automation of motion INFRANOR GROUP Others Total group

CHF 1,000 14/15 13/14 14/15 13/14 14/15 13/14 14/15 13/14Net sales 6,306 8,369 37,787 43,222 0 0 44,093 51,591Change versus previous year – 24.7% 10.8% – 12.6% 1.2% – 14.5% 2.6%EBITDA 206 75 2,513 3,806 – 177 84 2,542 3,965as % of net sales 3.3% 0.9% 6.7% 8.8% 5.8% 7.7%Depreciation and amortisation – 17 – 15 – 1,167 – 1,253 – 15 – 1,199 – 1,268 EBIT 189 60 1,346 2,553 – 192 84 1,343 2,697as % of net sales 3.0% 0.7% 3.6% 5.9% 3.0% 5.2%Financial items (net) – 1,076 – 1,184 Income taxes – 162 – 595 Net profit 106 918as % of sales (with minority interest) 0.2% 1.8%

Employees 34 34 215 217 2 2 251 253Total assets 2,589 2,438 26,949 29,117 814 943 30,352 32,498Total liabilities 2,633 2,477 23,940 24,172 1,176 1,156 27,749 27,805Assets net – 44 – 39 3,009 4,945 – 362 – 213 2,603 4,693

1.2 Segment report by region

CHF 1,000 Net sales by region

14/15 13/14Europe/Middle East/Africa 34,662 39,579North and South America 3,198 2,797Asia/Pacific 6,233 9,215Total 44,093 51,591

1. Segment reportThe split of the segments by business is based on the two strategic pillars of the Group within the auto-mation industry (see comments on pages 7 to 13). Without considering the real-estate company, both segments have an identical legal structure and their

reports are based on the figures used for internal reporting purposes (management approach). No sales have been recorded between these segments. General Group expenses that cannot be assigned are shown separately. Transactions between the segments would be conducted on the “at arm’s length” principle.



41

2. Consolidation principles and accounting policies

GeneralThe Perrot Duval Group, through its parent company Perrot Duval Holding S.A., is active in automation technologies, particularly in the field of process auto-mation (Füll Process S.A.) and industrial automation (Infranor Inter Ltd.) respectively. The Group develops, produces and sells advanced original technological components and solutions worldwide.

Registered office of the company:Perrot Duval Holding S.A.16, rue de Candolle1205 GenevaTel. +41 (0)22 776 61 44e-mail: [email protected]

Basis of preparationThe financial statements of the Perrot Duval Group were prepared in compliance with full Swiss GAAP FER, based on the individual financial statements of the Group companies as at 30 April 2015 which were prepared on a uniform basis and on the historical cost basis. In addition, the consolidated financial statements comply with the requirements of Swiss law.

The consolidated financial statements are presented in Swiss francs (1,000 CHF). However, the majority of the Group’s transactions are conducted in Euros.

Certain comparative figures have been reclassified to conform to the current year’s presentation.

Basis of consolidation The consolidated financial statements – consisting of the balance sheet, income statement, cash flow state-ment, statement of changes in equity, and notes – are based on the annual financial statements of the com-panies within the scope of consolidation, in accordance with Swiss GAAP FER by applying uniform Groupwide accounting policies.

Consolidation principlesThe consolidated financial statements of the Perrot Duval Group cover all entities that are controlled by Perrot Duval Holding S.A., which normally is the case when the Group holds directly or indirectly more than 50 percent of the voting rights. Newly acquired companies are consolidated from the date of their acquisition.

The results of companies that have been sold are recognised until the date of sale. Companies in which the Group holds more than 20 percent but not more than 50 percent of the voting rights are accounted for under the equity method, whereby the investment is initially recognised at cost and adjusted thereafter for the changes in the investor’s share of net assets of the investee.

Entities controlled by the Group are consolidated by applying the purchase method. The assets and liabilities of newly acquired companies are recognised at fair value at the time of acquisition. Minority interests show the minorities’ share of total assets less liabilities.

All transactions and balances between the consolidated companies are eliminated in the consolidation. Intrag-roup profits generated from internal transactions are eliminated.



42


Companies included in the consolidation

The following companies were fully consolidated as of 30 April 2015:

Group companies Activity 1) Share capitalParticipa-

tionYear

foundedPerrot Duval Holding S.A., CH-Geneva F CHF 6,724,600 n/a 1905

Perrot Duval Management S.A., CH-Coppet S CHF 100,000 100.0% 1989Bleu-Indim S.A., CH-Freiburg F CHF 50,000 100.0% 1984Füll Process S.A., CH-Freiburg F CHF 810,000 100.0% 1990

Füll Systembau GmbH, D-Idstein P,E EUR 200,000 100.0% 1965Füll Engineering B.V., NL-Niew Vennep P EUR 100,000 100.0% 2007

Infranor Holding S.A., CH-Yverdon-les-Bains F,S CHF 9,120,000 100.0% 1941Infranor AG, CH-Zurich E CHF 450,000 100.0% 1953Infranor S.A.S., F-Lourdes P, E EUR 919,496 100.0% 2005Infranor GmbH, D-Hanau P, E EUR 152,000 100.0% 1968Infranor B.V., NL-Niew Vennep E EUR 100,000 100.0% 1986Infranor Inc., USA-Wilmington, MA E USD 1,620 100.0% 1982Infranor Motion Control Technology

(Shanghai) Co. Ltd., CN-Shanghai E CNY 1,478,975 100.0% 2009Infranor Spain S.L.U., E-Badalona E EUR 150,000 100.0% 2006Mavilor Motors S.A.

E-Sta.Perpetua de Mogoda P EUR 135,000 100.0% 1973Infranor S.r.l., I-Milano E EUR 100,000 100.0% 2004Infranor Ltd., UK-Woodbridge E GBP 200,000 100.0% 1983Cybelec S.A., CH-Yverdon-les-Bains P CHF 250,000 100.0% 1970

Cybelec Numerical Control Technology(Shanghai) Co. Ltd., CN-Shanghai P CNY 2,811,100 100.0% 2006

1 ) E = Engineering and Sales P = Production, Development and Sales F = Finance S = Service



43

Foreign-currency translation The consolidated accounts are presented in Swiss francs (CHF). The financial statements of the individual Group companies are prepared in the currency of the primary economic environment in which the respective company operates (functional currency). The income statements of foreign companies are translated into Swiss francs at the average exchange rates.

The balance sheets of subsidiaries are translated at the exchange rates that apply on 30 April, using the closing rate method. The resulting translation differences are taken to equity and are recognised in the income state-ment only if and when the subsidiaries are disposed of.

Foreign-currency transactions at Group companies are recorded at the exchange rates in effect on the date of the transaction. Gains and losses from such transactions and from the translation of foreign cur-rency assets and liabilities are taken to the income statement, with the carrying amounts in the balance sheet being translated at the exchange rate in effect at year-end. Foreign exchange differences on Group loans to a foreign company which are considered as part of the net investment are recognised in equity.

The following exchange rates were used:

(CHF) Year-end rates for the balance sheet

Average rates for the income statement

30.04.15 30.04.14 30.04.15 30.04.14USD 0.9501 0.8812 0.9365 0.9102EUR 1.0481 1.2199 1.1633 1.2299GBP 1.4616 1.4822 1.4952 1.4618CNY 0.1558 0.1430 0.1524 0.1481

Net salesRevenue from product sales or service provision is re-cognised at the time the products are delivered or the services are provided, less sales deductions and value-added taxes.

CashCash comprises cash on hand, postal giro account and bank deposits as well as amounts due from mo-ney-market transactions maturing up to three months.

Trade accounts receivableTrade receivables are carried in the balance sheet at nominal value less necessary provisions for doubtful debts.

Inventories and work in progressPurchased goods and products manufactured in-house are recognised at cost. Manufacturing costs include the cost of the components, all specific production costs (actual costs) plus an appropriate allocation of produc-tion overhead and production-related depreciation

and amortisation. Provision is made if the net realis-able value of an item is lower than the cost of inven-tories calculated in accordance with the methods described above.

Inventories are measured using the weighted average cost method. An additional write-down is recognised for obsolete inventory items based on turnover fre-quency. Discounts received are recognised as a reduc-tion in the purchase price.

Intragroup profits from internal deliveries are elimi-nated.

Property, plant and equipmentProperty, plant and equipment are measured at cost-less depreciation using the straight-line method over the estimated useful life: buildings and installations, 20 to 25 years; machinery and tools, industrial plants, office furniture and equipment, 5 to 15 years; motor vehicles and IT equipment, 2 to 7 years.



44

LeasesLease agreements for property, plant and equipment where both the risks and the benefits incident to ownership are transferred to the Group (finance leases) are recognised at the lower value of the fair value of the leased asset or the present value of the future minimum lease payments at the commencement of the lease term, and are depreciated over the afore-mentioned estimated useful lives. The corresponding liabilities are recognised under “Current financial liabi-lities” or “Non-current financial liabilities” depending on whether they fall due within or after 12 months. The cost of maintaining and repairing the property, plant and equipment is charged to the income state-ment if it does not add future economic benefits.

Payments made under “Operating leasing” are charged directly to the income statement.

Intangible assets and goodwillThis item includes mainly own product development, business software, trademarks and patents. Intangible assets are capitalised if they are clearly identifiable and the costs are reliably determinable, and if a measurable benefit to the company is expected over the course of several years. Intangible assets are measured at purcha-se cost less accumulated depreciation. Depreciation is charged on a straight line basis. Licenses, trademarks and patents are amortised over 3 to 10 years, software over 2 to 5 years and product development over 2 to 7 years.

The book value of investments has been eliminated against the share in the assets of the companies, valued at the time of acquisition of creation. The purchase method is applied. The difference between acquisition cost and the fair value of net assets acquired is booked directly against shareholder’s equity in the year of ac-quisition.

As of 30 April 2015, the theoretical effect of the good-will as an asset on the balance sheet and on the income statement would be zero, this asset having been enti-rely amortised at this date.

Research and development costsResearch and development costs are, in principle, re-cognised as expenses. If the criterias regarding reco-gnition as an asset are met, significant development costs are recognised in the balance sheet at their purchase or production costs and depreciated over their useful life up to a maximum of seven years.

Impairment The value of non-current assets is assessed on the balance sheet date for signs of impairment. If there is evidence of any lasting reduction value, the recovera-ble amount is calculated (impairment test). If the book value exceeds the realisable value, the difference is recognised in profit and loss via extraordinary im-pairment. Financial liabilitiesFinancial liabilities are stated at their nominal value, they are classified as current liabilities unless the Group has an unconditional right to defer the settle-ment of the liability for at least twelve months after the balance sheet date.

Long-term provisionsLong-term provisions comprise pension obligations and other obligations towards employees and other liabilities with uncertain timing or amount.

Income taxesProvisions are provided for taxes incurred on taxable profit irrespective of when such liabilities fall due for payment, after considering any tax-deductible losses carried forward.




45

Fortgeführte Geschäfts-

bereiche

Deferred taxesDeferred taxes are recognised on temporary differen-ces between the values of assets and liabilities as reco-gnised by the tax authorities and the values as stated in the consolidated financial statements. Deferred ta-xes are calculated using the liability method on the basis of the local tax rate enacted or substantively enacted at the balance sheet date. Deferred tax assets are calculated for all deductible temporary differences if it is likely that sufficient taxable income will be avai-lable in the future. Deferred tax assets and liabilities are netted when legal regulations permit offsetting. Changes in the amounts of deferred taxes are recog-nised as tax expense.

Provisions are not provided for taxes that would be incurred on the distribution of retained earnings of subsidiaries, except where a distribution can be ex-pected in the foreseeable future or where it has been decided.

Employee benefit obligationsEmployees and former employees receive various em-ployee benefits and old age pensions which are provi-ded in accordance with the laws of the countries in

which the companies operate. The Swiss companies of the Group have joined a pension plan with full in-surance character. The pension plans are financed by employer and employee contributions. Further information in accordance with Swiss GAAP FER 16 “Employee benefit obligations” is disclosed in Note 15.

Ex-employee stock option planFrom 1 October 1999 to 30 April 2007, options to purchase Infranor Inter Ltd. bearer shares were sold to its Executive Director and CEO, who resigned from his position as of 31 May 2009. This option plan has expired and was not renewed.

Contingent liabilitiesContingent liabilities are valued on the balance sheet date based on the agreements in place and other supporting documents. If an outflow of funds is likely, a provision is created.

Explanatory notes on the consolidated financial statements

3. Cash and cash equivalents CHF 1,000 14/15 13/14CHF 485 727EUR 1,221 248USD 105 46Other currencies (GBP, CNY) 424 499Total cash and cash equivalent 2,235 1,520

The actual yield on current accounts with banks and cash and cash-equivalent holdings is the variable overnight rate paid by the banks on customer deposits in the respective currencies.



46

5. Other receivables CHF 1,000 14/15 13/14VAT recoverables, withholding taxes 437 626Income tax receivables 65 264Advance payments to suppliers 86 230Other receivables 310 253Total 898 1,373

As of 30 April 2015, receivables totalling 0.15 m CHF (previous year: 0.28 m CHF) were pledged with banks as loan collateral.

Trade accounts receivable are normally due within 30 to 120 days (with a few exceptions to 180 days); in principle they are interest-free and unsecured. The risk of default is taken into account in the correspon-ding bad-debt allowance.

4. Trade accounts receivableCHF 1,000 14/15 13/14Total trade accounts receivable (gross) 7,806 9,518./. Bad debt allowances – 593 – 514 Total trade accounts receivable (net) 7,213 9,004



The evolution of the other receivables is mainly ex-plained by the decrease of the tax subsidy program (CIR/CII) based on local innovation and development.

Additional factors are the seasonality of the purchases and their linked VAT as well as the reduction of the down payment processed to the suppliers.

6. Inventories CHF 1,000 14/15 13/14Raw materials and supplies 5,213 5,749Semi-finished products and work in progress 3,004 2,825Finished products 3,254 2,935Inventories (gross) 11,471 11,509Valuation allowance – 1,380 – 1,325 Inventories (net) 10,091 10,184


47

7. Property, plant and equipment7.1 Year under review

CHF 1,000

Land; buildings;

installa-tions

Machinery/ tools

IT hardware

Industrial plant

Office furniture

and equipment

Motor vehicles Total 14/15

CostAs at 1.5. 3,521 12,680 1,611 2,906 1,204 641 22,563Additions 0 563 70 145 3 73 854Disposals 0 – 18 – 33 0 – 12 – 141 – 204 Currency translation differences – 157 – 1,637 – 158 – 409 – 102 – 34 – 2,497 As at 30.4. 3,364 11,588 1,490 2,642 1,093 539 20,716Accumulated depreciation As at 1.5. – 2,536 – 9,195 – 1,452 – 1,811 – 1,107 – 542 – 16,643 Depreciation – 163 – 303 – 72 – 110 – 33 – 53 – 734 Disposals 0 18 33 0 12 141 204Currency translation differences 110 1,096 135 250 87 34 1,712As at 30.4. – 2,589 – 8,384 – 1,356 – 1,671 – 1,041 – 420 – 15,461 Net carrying values 30.04.2015 775 3,204 134 971 52 119 5,255of which under finance leases 0 0 0 0 0 83 83Insured values 30.4. 11,324

7.2 Previous year

CHF 1,000

Land, buildings,

installa-tions

Machinery/ tools

IT hardware

Industrial plant

Office furniture

and equipment

Motor vehicles Total 13/14

CostAs at 1.5. 3,563 12,343 1,570 2,768 1,173 606 22,023Additions 3 421 58 160 41 72 755Disposals – 27 0 – 4 – 2 0 – 34 – 67 Currency translation differences – 18 – 84 – 13 – 20 – 10 – 3 – 148 As at 30.4. 3,521 12,680 1,611 2,906 1,204 641 22,563Accumulated depreciation As at 1.5. – 2,408 – 8,904 – 1,388 – 1,697 – 1,069 – 532 – 15,998 Depreciation – 167 – 352 – 78 – 128 – 44 – 49 – 818 Disposals 27 0 4 2 0 34 67Currency translation differences 12 61 10 12 6 5 106As at 30.4. – 2,536 – 9,195 – 1,452 – 1,811 – 1,107 – 542 – 16,643 Net carrying values 30.04.2014 985 3,485 159 1,095 97 99 5,920of which under finance leases 0 2 0 0 47 49Insured values 30.4. 9,789



48

8. Intangible assets8.1 Year under review

CHF 1,000Business software

Product develop-

ment

Trademarks, patents,

other Total 14/15

CostAs at 1.5. 2,284 4,040 802 7,126Additions 99 577 31 707Disposals – 5 0 0 – 5 Reclassification 0 0 –62 –62Currency translation differences – 40 – 311 – 1 – 352 As at 30.4. 2,338 4,306 770 7,414Accumulated amortisation As at 1.5. – 1,917 – 2,782 – 424 – 5,123 Depreciation – 134 – 291 – 40 – 465 Disposals 5 0 0 5Currency translation differences 30 193 2 225As at 30.4. – 2,016 – 2,880 – 462 – 5,358 Net carrying values as at 30.04.15 322 1,426 308 2,056

8.2 Previous year

CHF 1,000Business software

Product develop-

ment

Trademarks, patents,

other Total 13/14

CostAs at 1.5. 2,142 3,502 688 6,332Additions 150 597 114 861Disposals – 2 – 46 0 – 48 Currency translation differences – 6 – 13 0 – 19 As at 30.4. 2,284 4,040 802 7,126Accumulated amortisation As at 1.5. – 1,797 – 2,544 – 372 – 4,713 Depreciation – 123 – 275 – 52 – 450 Disposals 2 37 0 39Currency translation differences 1 0 0 1As at 30.4. – 1,917 – 2,782 – 424 – 5,123 Net carrying values as at 30.04.14 367 1,258 378 2,003

At the balance sheet date there were no indications of possible impairment of intangible assets.


A property book value of 0.28 m CHF (0.28 m. CHF previous year) was pledged of as of April 2015. As at the balance sheet date there were no indications of possible impairment of property, plant and equipment.

The property plant and equipment which were finan-ced by means of finance leasing are related to the

machinery and extension to the factory building in Spain.

All leasing agreements include an option to buy the asset at the calcultated residual value, which is usually zero. The lessor has not imposed any restrictions or conditions.



49

The business software comprises company-specific or commonly used systems such as ERP, CRM, financial and Internet applications.

The product development and launch costs refer solely to self-developed new products mainly from Cybelec S.A. (FASTware and other derivative by-products), Mavilor Motors S.A. (XtraforsPrime) as well as Infranor S.A.S (XtraPuls and security functional-ities), for which supply agreements have already been signed.

Trademark rights are purchased product trademarks which continue to be registered in the leading indus-trialised countries as well as licences and patents related to purchased marketing rights for complemen-tary third-party products and purchased patents for motion automation products. Trademark rights and marketing licences developed within the business are not capitalised.

9. Income taxes9.1 Income tax expenses

CHF 1,000 14/15 13/14Current income tax 398 368Deferred income tax – 236 227Total income tax expenses 162 595

Neither in the current year nor in aggregate are there taxes that relate to items that were charged or credited directly to equity.

9.2 Composition of the deferred tax assets and liabilities Deferred tax assets

CHF 1,000 14/15 13/14Property, plant and equipment 186 0Current assets 210 217Non-current liabilities 71 69Payables 67 98Subtotal temporary differences 534 384Losses carried forward / Tax credits 970 1,059Total deferred tax assets 1,504 1,443

Deferred tax liabilities

CHF 1,000 14/15 13/14Property, plant and equipment 99 129Other fixed assets 391 296Current assets 121 254Total deferred tax liabilities 611 679

of which recognised in the balance sheet as:Deferred tax liabilities – 611 – 679 Deferred tax assets 1,504 1,443



50


Deferred taxes are calculated for every company using the actual tax rate. As of April 2015, the weighed average rate was 19.20 per cent (24.8 per cent previous fiscal year).

It is not expected that distributions by the Group and affiliated companies will generate appreciable additio-nal tax liabilities.

The Perrot Duval Group does not make provision for taxes on possible future distributions of profits reta-ined by Group companies as these amounts are tre-ated as permanently reinvested.


Tax losses/tax credits for which no deferred taxes are capitalisedThese will expire on the following dates:

CHF 1,000 14/15 13/14Expire in 1 year 5,972 726Expire in 2-3 years 671 7,440Expire in 4-7 years 958 1,365Expire in more than 7 years 0 0No expiry date 4,353 5,083Total 11,954 14,614

10. Financial liabilitiesBank limits were utilised by Group companies at the end of April 2015 in the amount of 15.6 million CHF (previous year: 12.0 million CHF). As of April 2015, the

credit limits of all Group companies (with and without guarantees from Infranor Inter Ltd.) including bank discount limits, amounted to a total of 17.5 milli-on CHF (11.2 million CHF in the previous year).

10.1 CurrentfinancialliabilitiesCHF 1,000 14/15 13/14Bank overdrafts 3,889 4,047Bank loans, falling due within one year 5,659 6,585Total current liabilities due to banks 9,548 10,632Obligations under finance leases, falling due within one year 28 18Total current interest-bearing liabilities 9,576 10,650

9.3 Tax losses and tax credits brought forwardAs of 30 April 2015, individual group companies had brought forward unrecognised tax losses totalling 10.6 million CHF (previous year: 14.6 million CHF) that can be set off against taxable earnings in future

financial years. In this respect, deferred tax assets are taken into account only to the extent that it is proba-ble that future taxable profits will be available and can be utilised against the deferred tax assets. Tax losses could be used against profits of the reporting period.

04_PER_2015_Finanzteil2_EN.indd 50 27.07.2015 14:19:20

51


Current liabilities due to banks by currency with average interest rates

CHF 1,000 14/15Effective

interest rates 13/14Effective

interest ratesCHF 5,335 3.11% 6,051 2.80%EUR 4,213 5.26% 4,581 5.73%Total 9,548 3.76% 10,632 4.06%

10.2 Non-currentfinancialliabilitiesCHF 1,000 14/15 13/14Long-term bank loans (1 - 5 years) 6,992 1,365Obligations under finance leases (1 - 5 years) 52 31Total 7,044 1,396

The effective interest rate on the long-term bank liabilities in Euros for the countervalue of 0.6 million CHF (previ-ous year 0.6 million CHF) was 4.96 percent (previous year 4.92 percent).

10.3 Subordinated convertible bond 1,000 CHF 14/15 13/14Par value of subordinated convertible bond at issue date 0 4,359./. Bonds held by Perrot Duval Holding SA 0 – 500 Carrying value non-current 0 3,859

On 21 December 2009, Infranor Inter Ltd. issued a subordinated, seven-year convertible bond for a total amount of 4.36 million CHF, in which Perrot Duval Holding S.A. invested 0.5 million CHF. The bond carries a coupon of 7 percent. Bondholders are entit-led to convert four bonds, each with a par value of

10 CHF, into one new Infranor Inter Ltd. bearer share with a par value of 20 CHF, between 21 June 2010 and 14 December 2016.

The subordinated convertible bond was fully paid back on 10 October 2014.

11. Other current liabilities CHF 1,000 14/15 13/14Other liabilities/VAT 798 467Commissions 77 94Customers’ prepayments 1,056 399Total 1,931 960

The increase of the other current liabilities is mainly due to the surge of the down payments of customers of Füll Process in the last quarter of the 2014/15 fiscal year.

10.4 Loan A third party loan of 1.5 million CHF from a financial investor has been agreed as of 20 April 2009 with a dura-tion until 21 December 2016 at an interest rate of 3.3%.

Infranor Spain is involved in government projects for which the company received loans (0.4 million CHF in 2014/15) at an interest reate of 0.6%.


52


14. Long-term provisions Employee benefit obligations not

financed by plan assets

CHF 1,000 Total 30.04.15 Total 30.04.14

As at 1.5. 212 287Currency translation differences – 35 – 2 Provided through profit & loss 48 – 73 As at 30.4. 225 212

12. Accruals and deferred income CHF 1,000 14/15 13/14Personnel costs 1,344 1,841Other accruals 611 1,070Interest 0 97Total 1,955 3,008

The provisions for warranties were provided for repairs and for replacing defective products. They are based firstly on a cost estimate based on known facts,

and secondly on experience, particularly with respect to the cost of further development work on newly launched products.


The decrease of the accrual is a consequence of the overall reduction of the revenue within the group which impacts the bonus (including the social charges)

of the managers as well as the adequacy between deliveries and invoices for which no accruals were needed.

13. Short-term provisions CHF 1,000 Warranties Other Total 30.04.15 Total 30.04.14

As at 1.5. 470 124 595 762Currency translation differences – 44 – 6 – 50 – 6 Utilised – 156 0 – 156 – 166 Provided/Reversed through profit & loss 115 – 103 12 5As at 30.4. 385 15 401 595


53


CHF 1,000Contributions

accruedPension plan expenses in personnel expenses

14/15 14/15 13/14

Pension institutions without surplus/deficit 588 588 513Total 588 588 513

EmployeebenefitexpensesThere is no ECR (employer contribution reserve) in Perrot Duval Group. In addition of that there were no changes in the economic obligations from deficit.

16. Shares and share capitalShare capital 14/15 13/14Listed bearer shares at a par value of CHF 1,000, Val. 290691 number 3,407Listed bearer shares at a par value of CHF 50, Val. 252620700 number 119,632Unlisted registered shares at a par value of CHF 200 number 3,715Unlisted registered shares at a par value of CHF 10 number 74,300Issued share capital as at 30.4. CHF 6,724,600 4,150,000

Participation capitalListed participation certificates at a par value of CHF 50, Val. 290693 number 27,000Issued participation capital as at 30.4. CHF 1,350,000Total share capital and participation capital CHF 6,724,600 5,500,000

17. Impact of foreign currencies on the income statement Change as against the previous year 14/15 13/14Net sales – 3.1% 0.6%EBITDA – 7.6% 1.1%

These impacts in the consolidated income statement are coming from the subsidiaries reporting in foreign currencies. They don‘t take into account the foreign currencies losses for companies reporting in Swiss franc.

15. EmployeebenefitobligationsEmployees and former employees receive various employee benefits and old age pensions which are provided in accordance with the laws of the countries in which the companies operate. The Swiss companies

of the Group have joined a pension plan with full insu-rance character. The pension plans are financed by employer and employee contributions.


54


18. Net sales18.1 Net sales by productsCHF 1,000 14/15 13/14Servo-motors 15,340 16,130Servo-drivers 9,310 10,468Controls 8,987 11,579Dispensing 6,306 8,376Traded products 1,263 1,502Service, spare parts, repairs 2,887 3,536Total net sales 44,093 51,591

18.2 Net sales by sectorCHF 1,000 14/15 13/14Industrial manufacturing 33% 35%Industrial handling and assembly 26% 24%Processing industry 10% 10%Packaging 2% 1%Other 29% 30%Total net sales 100% 100%

19. Personnel costs 19.1 Detailed personnel costs CHF 1,000 14/15 13/14Wages and bonuses 13,934 14,913Costs capitalised – 532 – 594 Social security 2,851 2,965Pension expenses as per Note 15 588 513Other personnel costs 714 832Total personnel costs 17,555 18,629

19.2 Number of employees by role14/15 13/14

Sales, engineering, service 87 84Production 102 106Research and development 25 27Administration 37 36Total 251 253

19.3 Option planThere is no option plan anymore.



55


20. General and administrative costsCHF 1,000 14/15 13/14Administrative costs 634 666IT costs 123 168Travel costs 286 312Consultancy & service fees 260 212Audit fees 205 220Total General and administrative costs 1,508 1,578

21. Sales costs CHF 1,000 14/15 13/14Marketing 94 137Exhibitions 200 134Commissions 395 467Representative office 19 35Travel expenses 679 704Miscellaneous 54 48Total sales costs 1,441 1,525

22. Other operating expenses22.1 Details on other operating expensesCHF 1,000 14/15 13/14Production and engineering expenses 1,465 1,594Costs relating to a different accounting period 112 20Rental costs 1,265 1,270Warranty costs 272 266Accounts receivable losses and bad debt allowances 84 15External R&D, trademark and patent costs 137 257Miscellaneous 15 0Total other operating expenses 3,350 3,422

The R&D item in the income statement shows only external research and development costs including prototyping costs as well as current costs for trade-mark and patent rights. In the current accounting pe-riod, no external costs were capitalised for the pro-

ducts launched (in accordance with Swiss GAAP FER N° 10) (previous fiscal year : 0 million CHF). The total research and development costs are allocated to vari-ous items in the income statement and break down as follows:


56


22.2 Total research and development costsCHF 1,000 14/15 13/14Internal engineering 2,183 2,339External engineering 41 11Materials, tools and miscellaneous items 50 108Patents 65 90Total development costs 2,339 2,548As % of net sales 5.3% 4.9%

23. Other operating incomeCHF 1,000 14/15 13/14Commission income 0 67Grants and subsidies 22 22Income relating to a different accounting period 34 33Other income 294 240Total other operating income 350 362

Sales commission remained low due to the overall bu-siness situation.

Grants and subisidies are incomes generated from the participation of subsidiairies to government sustaina-ble projects.

Income relating to the previous accounting periods were mainly generated by the recovery of old recei-vables amounts which were previously written off. The income collected in “other income” is mainly coming from recovery of taxes.

24. Depreciation and amortisationCHF 1,000 14/15 13/14Depreciation of property, plant and equipment 734 818Amortisation of intangible assets 465 450Total depreciation and amortisation 1,199 1,268

The decrease of depreciation is mainly due to fixed assets totally depreciated within the current and also the previ-ous fiscal year. More details can be found in notes 7 and 8 on pages 47 to 48.



57


25. Financial result CHF 1,000 14/15 13/14Interest income 17 26Interest expenses to banks and third parties – 717 – 688 Interest expense on convertible bond Infranor Inter Ltd. 2009-16 – 121 – 270 Interest expense of subordinated bond 0 – 40 Net foreign exchange losses – 200 – 128 Bank charges – 55 – 84 Financial result – 1,076 – 1,184

The decline of financial expenses is explained by a tre-mendous decrease of the interest charges linked with the convertible bond of Infranor Inter Ltd. 2009-16, which has been fully paid back on 10 October 2014. On

the other hand, it was counterbalanced by foreign ex-change losses, mainly not monetary, and by an increase of bank interests due to an increased use of the cur-rent financial credit lines (refer note 10.1).

26. Pledged assets CHF 1,000 14/15 13/14Assignment of individual accounts receivable 146 277Pledged assets 278 278Total 424 555

The Infranor Spanish engineering company finance their current assets partially through assignment of receivables and discounted bills and checks.

27. Off-balance sheet obligations under operating leases and rental agreementsCHF 1,000 14/15 13/14Obligations– due within one year 982 957– due in 1 to 5 years 1,216 2,421– due over 5 years 0 14Total 2,198 3,392

The obligations consist almost exclusively of rental contracts for buildings used by the Infranor Group. The largest rental contract has two years to run and

was drawn up for the Cybelec S.A. building. The remaining rent obligation for this contract amounts to 0.8 million CHF (previous fiscal year 1.2 million CHF).


58


28. Transactions with related parties The detailed information required by Section 663b bis of the Swiss Code of Obligations on management compensation are disclosed in the remuneration re-port of Perrot Duval Holding S.A. on pages 30 and 31. There are no employment contracts with non-standard periods of notice (more than one year) or with seve-rance payment arrangements. All transactions have been conducted at arm’s length.

29. Share ownership Mr Nicolas Eichenberger held 74,300 registered shares and 18,186 bearer shares representing 24.6 percent of the share capital and 47.7 percent of the voting rights. The Board of Directors of Perrot Duval Holding S.A. has no knowledge of any parties related to members of the Board of Directors who are shareholders in Perrot Duval Holding S.A.

30. Events after the balance sheet dateThe financial statements have been prepared on a going concern basis which the Directors and the Chairman/CEO believe to be appropriate.

Between the balance sheet date and the date of publi-cation of this Annual Report, no events occurred which could have a material impact on the consoli-dated financial statements for 2014/15.

31. Approvaloftheconsolidatedfinancial statementsThe consolidated financial statements were autho-rised for issue by the Board of Directors of Perrot Duval Holding S.A. at its meeting on 30 June 2015. The Board of Directors will recommend to the Annual Sha-reholders’ Meeting on 24 September 2015, that the consolidated financial statements be approved.



59



60



Report of the statutory auditor ontheconsolidatedfinancialstatementsAs statutory auditor, we have audited the consolidated financial statements of Perrot Duval Holding SA, which comprise the balance sheet, income statement, cash flow statement, state-ment of changes in equity and notes (pages 36 to 59), for the year ended 30 April 2015.

Board of Directors’ ResponsibilityThe Board of Directors is responsible for the prepara-tion and fair presentation of the consolidated financial statements in accordance with Swiss GAAP FER and the requirements of Swiss law. This responsibility in-cludes designing, implementing and maintaining an in-ternal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate ac-counting policies and making accounting estimates that are reasonable in the circumstances.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The proce-dures selected depend on the auditor’s judgment, including the assessment of the risks of material mis-statement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal con-trol system relevant to the entity’s preparation and fair presentation of the consolidated financial state-ments in order to design audit procedures that are appropriate in the circumstances, but not for the pur-pose of expressing an opinion on the effectiveness of

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

OpinionIn our opinion, the consolidated financial statements for the year ended 30 April 2015 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.

Report on other legal requirementsWe confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incom-patible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of consolidated financial state-ments according to the instructions of the Board of Directors.We recommend that the consolidated financial state-ments submitted to you be approved.






61



05_PER_2015_Holding_EN.indd 62 27.07.2015 14:19:49

FINANCIAL REPORTOF PERROT DUVAL HOLDING S.A.

64 BALANCE SHEET

65 INCOME STATEMENT

66 NOTES TO THE ANNUAL FINANCIAL STATEMENTS

71 PROPOSED APPROPRIATION OF RETAINED EARNINGS

72 REPORT OF THE STATUTORY AUDITORS


64


BALANCE SHEETOF PERROT DUVAL HOLDING S.A.

ASSETS (CHF) Note 30.04.15 30.04.14

Current assetsCash and cash equivalents 28,832 153,859Treasury shares 97,283 0Other receivables 115,883 76,005Prepaid expenses 0 12,600Total 241,998 242,464

Fixed assetsSecurities 1 1 500,001Investments 2 8,978,715 14,478,108Loans to group companies 3 10,007,508 781,620Intangible assets 4 10,751 0Total 18,996,975 15,759,729

Total assets 19,238,973 16,002,193

LIABILITIES (CHF)

Current liabilitiesCurrent liabilities 43,878 8,639Accrued expenses 5 129,500 92,000Total 173,378 100,639

Long-term liabilitiesDebts towards group companies 6 546,826 727,293Debts towards third parties 6 1,500,000 1,500,000Total 2,046,826 2,227,293

Total current and long-term liabilities 2,220,204 2,327,932

Shareholders’ equityShare capital 7,8 6,724,600 4,150,000Participation certificates 7,8 0 1,350,000Reserve for treasury shares 8 467,128 0

Reserve from capital contributions 8 3,007,206 1,000,000Other legal reserve 8 100,000 100,000

Legal reserves 8 3,107,206 1,100,000Retained earnings 8 6,719,835 7,074,261Total 8 17,018,769 13,674,261

Total liabilities and equity 19,238,973 16,002,193


65


INCOME STATEMENTOF PERROT DUVAL HOLDING S.A.

CHF Note 14/15 13/14

Income from securities and investments 9 860,000 528,025

Financial income 10 226,172 35,019

Total income 1,086,172 563,044

General expenses 11 – 529,673 – 285,818

Depreciation – 14’816 0

Financial expenses 12 – 329,836 – 82,745

Profit before taxes 211,847 194,481

Income taxes – 18,977 – 13,250

Net profit 192,870 181,231


66


NOTES TO THE ANNUAL FINANCIAL STATE-MENTS OF PERROT DUVAL HOLDING S.A.

1. Securities CHF 14/15 13/14Subordinated convertible bond Infranor Inter Ltd. 0 500,000Belwag AG, Bern 1 1Total 1 500,001

On 21 December 2009, Perrot Duval Holding S.A. sub-scribed the seven-year subordinated convertible bond Infranor Inter Ltd. 2009 – 16, issued on 30 Novem-ber 2009 with a coupon of 7.0 percent.

The subordinated convertible bond could be fully paid back on 10 October 2014.

2. Investments

CompaniesNumber of shares Currency

Par value per share

Share capital

at par valueInterest

in % 14/15 13/14

Infranor Inter Ltd., Zurich 776,996 CHF 20 15,539,920 77.9 0 14,028,106Infranor Holding S.A., Yverdon-les-Bains 18,240 CHF 500 9,120,000 100.0 8,528,713 0Füll Process S.A., Freiburg 810 CHF 1,000 810,000 100.0 450,000 450,000Bleu-Indim S.A., Freiburg 50 CHF 1,000 50,000 100.0 1 1Perrot DuvalManagement S.A., Coppet 100 CHF 1,000 100,000 100.0 1 1Total net carrying amount 8,978,715 14,478,108

Following the merger of Infranor Inter Ltd. and Perrot Duval Holding S.A. on 29 October 2014, the latter absorbed the participations of Infranor Inter Ltd. As of

30 April 2015, Perrot Duval Holding S.A. fully owned all Infranor subsidiaries through its participation Infranor Holding S.A.

3. Loans to group companiesCHF 14/15 13/14Infranor Holding S.A., Yverdon-les-Bains 9,267,888 0Füll Process S.A., Freiburg 739,620 729,620Perrot Duval Management S.A., Coppet 0 52,000Total 10,007,508 781,620

The merger process between Perrot Duval Holding S.A. and Infranor Inter Ltd. on 29 October 2014 led to the sale of Cybelec S.A., previously owned by Infranor

Inter Ltd., to Infranor Holding S.A. This sale was fi-nanced by a loan granted by Perrot Duval Holding S.A.


67


The loan of 546,826 CHF from Bleu-Indim S.A., Frei-burg, is subject to a variable rate of interest adjusted annually (3.0 percent as of 30 April 2015). It varies according to the necessary additional funds needed to finance the technical developments of Füll Engineering B.V.

Furthermore a loan of 1,500,000 CHF, subject to interest of 3.3 percent and repayable on 21 Decem-ber 2016, was granted by a third party prior to year- end 2008/09.

4. Intangible assetsFollowing the merger of Perrot Duval Holding S.A. and Infranor Inter Ltd. on 29 October 2014, Perrot Duval Holding S.A. took over the reporting system owned by Infranor Inter Ltd., valued at 10,751 CHF.

5. Accrued expensesCHF 14/15 13/14Audit fees 75,000 22,000Annual report and annual shareholders’ meeting 54,500 70,000Total 129,500 92,000

Following the merger with Infranor Inter Ltd., Perrot Duval Holding S.A. took over the audit fees previously charged to Infranor Inter Ltd. for the consolidation of its group. This task is now assigned to Perrot Duval Holding S.A.

6. Debts towards group companies and third parties CHF 14/15 13/14Bleu-Indim S.A., Freiburg 546,826 727,293Third party loan 1,500,000 1,500,000Total 2,046,826 2,227,293


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8. Shareholder’s equity

CHFShare

capitalParticipation

certificatesTreasury

shares

Reserve from capital

contribution

Other legal

reserve

Unappropriat-ed

retained earnings Total

14/15As at 1.5. 4,150,000 1,350,000 0 1,000,000 100,000 7,074,261 13,674,261Capital increase 1,224,600 –1,224,600 0Transfer from Infranor Inter Ltd. 467,168 5,303,093 – 467,128 –5,303,093Use of merger gain to impair investments –2,071,287 – 2,071,287Conversion of participation certificates into bearer shares 1,350,000 – 1,350,000 0Dividend – 80,168 – 80,168 Profit/(Loss) for the financial year 192,870 192,870As at 30.4. 6,724,600 0 467,128 3,007,206 100,000 6,719,835 17,018,769

9. Income from securities and investmentsCHF 14/15 13/14Dividend Infranor Holding S.A., Yverdon-les-Bains 400,000 302,775Dividend Cybelec S.A., Yverdon-les-Bains 200,000 0Dividend Bleu-Indim S.A., Freiburg 200,000 150,000Dividend Perrot Duval Management S.A., Coppet 60,000 52,000Dividend Belwag AG, Bern 0 23,250Total 860,000 528,025


7. Sharecapitalandparticipationcertificates14/15 13/14

Listed, issued bearer shares at CHF 1,000 par value number of 0 3,407Listed, issued bearer shares at CHF 50 par value number of 119,632 0Not listed, issued registered shares at CHF 200 par value number of 0 3,715Not listed, issued registered shares at CHF 10 par value number of 74,300 0Share capital, fully paid up CHF 6,724,600 4,150,000Listed, issued participation certificates at CHF 50 par value number of 0 27,000Participation certificates, fully paid up CHF 0 1,350,000

Prior to the merger with Infranor Inter Ltd. Perrot Duval Holding S.A. restructured its share capital on 29 October 2014. Both bearer and registered shares were each splitted at a ratio of 1:20 and all bearer participation certificates were converted into new be-arer shares at 50 CHF par value according a conversi-on ratio of one new Perrot Duval Holding S.A. bearer

share. In order to create the bearer shares necessary to carry out the merger, Perrot Duval Holding S.A. increased its share capital by 1,224,600 CHF from 5,500,000 CHF to 6,724,600 CHF by issuing 24,492 new bearer shares at a par value of 50 CHF each.


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10. Financial IncomeCHF 14/15 13/14Interest on subordinated convertible bond Infranor Inter Ltd. 2009-16 0 35,000Interest on loan to Infranor Holding S.A. 210,659 0Subtotal from group companies 210,659 35,000Bank interest 16 19Other Interest 15,497 0Total 226,172 35,019

11. General expenses CHF 14/15 13/14Administrative expenses – 182,486 – 107,150 Audit fees – 78,700 – 15,800 Remuneration – 195,215 – 106,398 Expenses related to Shareholders’ Meeting and annual report – 73,272 – 56,470 Total – 529,673 – 285,818

Following the merger with Infranor Inter Ltd., Perrot Duval Holding S.A. took over all costs of Infranor Inter Ltd. recorded until 29 October 2014.

12. Financial expensesCHF 14/15 13/14Bank interest, brokerage, bank deposit expenses – 18,696 – 8,887 Interest on convertible bond Infranor Inter Ltd. 2009-16 – 120,643 0Valuation changes on treasury shares – 97,697 0Interest on loans granted by group companies – 43,300 – 24,358 Interest on third party loan – 49,500 – 49,500 Total – 329,836 – 82,745

The interest of 3.0 percent on the loan granted by our subsidiary Bleu-Indim S.A. represented 19,533 CHF for the financial year 2014/15 (24,358 CHF during prior fiscal year).

Following the merger with Infranor Inter Ltd., Perrot Duval Holding S.A. took over the interest charges on the convertible bond Infranor Inter Ltd. 2009-16 as of I May 2014. The bond was fully paid back on 10 Octo-ber 2014.

The non-cash provision for the new treasury shares was based on the Swiss Six spot value as of 30 April 2015.

The loan of 1,500,000 CHF granted by a third party during financial year 2008/09 until 21 December 2016, is subject to interest of 3.3 per cent (refer to note 6).


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Perrot Duval Holding S.A. Financial Report 2014/15 Perrot Duval Holding S.A. Financial Report 2014/15

13. Share ownershipRegistered

sharesBearer shares

14/15

Board of directorsNicolas Eichenberger Chairman 74,300 18,186Roland Wartenweiler Vice-Chairman 0 20Luca Bozzo Director 0 0Frédéric Potelle Director 0 0

Registered shares

Bearer shares

13/14

Board of directorsNicolas Eichenberger Chairman 3,715 799Roland Wartenweiler Vice-Chairman 0 1Luc Hafner Director 0 20Frédéric Potelle Director 0 0

As of 30 April 2015, Mr Nicolas Eichenberger held all 74,300 registered shares and 18,186 bearer shares, representing 24.6 per cent of the share capital and 47.7 per cent of the voting rights. The Board of Directors has no knowledge of any par-ties related to members of the Board of Directors who are shareholders in Perrot Duval Holding S.A.

14. Contingent liabilitiesPerrot Duval Holding S.A. granted temporarily a guarantee of 62,065 EUR (270,476 EUR previous fiscal year) in favour of the VR Bank Untertaunus EG in Idstein, Germany, to cover an overdraft facility of Füll Systembau GmbH in Idstein, Germany, an affiliated company of Füll Process S.A.

Following the merger with Infranor Inter Ltd., Perrot Duval Holding took over the guarantees granted by Infranor Inter Ltd. to its former subsidiaries.

The total granted guarantees amounted to 12,724,000 CHF as of 30 April 2015.

15. Risk ManagementRisk management takes place within the Group in ac-cordance with the principles and guidelines laid down by the management. These regulate the protection against market risks (exchange rates, interests), credit risks and liquidity risks. These risks are further dis-cussed below. There are also guidelines for managing liquid assets and obtaining loans. Risk management is aimed at minimising potentially negative effects on the financial situation.

The Board of Directors is responsible for monitoring the Group’s internal management systems, which can manage but not eliminate all business risks. These sys-tems offer adequate but not total protection against errors and losses. Group Management is responsible for identifying and assessing significant risks for each Group company. In addition to adopting quantitative approaches and formal guidelines – which represent just one element of a comprehensive approach to risk management – Group Management attaches impor-tance to building up and maintaining a suitable risk-management culture.



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Perrot Duval Holding S.A. Financial Report 2014/15Perrot Duval Holding S.A. Financial Report 2014/15

The Group’s risk policy also includes protecting against risks through comprehensive and efficient insurance cover as well as through Infranor’s broad spread of customers across various sectors of industry and geographical regions.

A comprehensive central internal control system (ICS) with an internet-based multilingual software program support obliges every group company to follow de-fined procedures each quarter in order to be able to fully comply with the internal guidelines and Swiss law. The CEO reports quarterly to the Board of Directors, which reviews the ICS concept at yearly intervals with regard to identifying, evaluating and remedying risks associated with business activities and adapts it to new requirements as necessary.

16. New accounting lawThese financial statements have been prepared in ac-cordance with the provisions of the Code of Obliga-tions applicable prior to the changes introduced on 1 January 2013, in accordance with the transitional provisions of the new accounting law.

17. Events after the balance sheet dateBetween the balance sheet date and the date of publi-cation of this Annual Report, no other events occur-red which could have a material impact on the annual financial statements for 2014/15.

18. Approvaloftheannualfinancial statementsThe annual financial statements were approved and released for publication by the Board of Directors of Perrot Duval Holding S.A. at its meeting on 30 June 2015. The Board of Directors will recommend to the General Shareholders’ Meeting on 24 Septem-ber 2015 that the annual financial statements be approved.

PROPOSED APPROPRIATION OF RETAINED EARNINGS FOR 2014/15

Proposed appropriation of retained earnings

CHF 14/15 13/14Balance brought forward from previous year 7,074,261 6,893,030Profit/(Loss) for the year 192,870 181,231Allocation to reserve for treasury shares – 467,128 0Dividend – 80,168 0Unappropriated retained earnings at the disposition of the Shareholders' Meeting 6,719,835 7,074,261

The Board of Directors will propose to the Shareholders' Meeting on 24 September 2015 that unappropriated retained earnings be utilised as follows:

Carried forward to the new accounting period 6,719,835 7,074,261Total available to Annual Shareholders' Meeting 6,719,835 7,074,261


72




Report of the statutory auditor onthefinancialstatementsAs statutory auditor, we have audited the financial statements of Perrot Duval Holding SA, which compri-se the balance sheet, income statement and notes (pages 64 to 71), for the year ended 30 April 2015.

Board of Directors’ ResponsibilityThe Board of Directors is responsible for the prepara-tion of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial state-ments that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appro-priate accounting policies and making accounting esti-mates that are reasonable in the circumstances.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We con-ducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasona-ble assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain au-dit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the in-ternal control system relevant to the entity’s prepara-tion of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropri-ateness of the accounting policies used and the reaso-nableness of accounting estimates made, as well as evaluating the overall presentation of the financial

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

OpinionIn our opinion, the financial statements for the year ended 30 April 2015 comply with Swiss law and the company’s articles of incorporation.

Report on other legal requirementsWe confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incom-patible with our independence.

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

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





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74


ADDRESSESAS OF 1 MAY 2015

Company Address Phone Internet Manager Fax E-mail

FÜLL DIVISION Füll Systembau GmbH Richard-Klinger-Str. 31 Tel. +49 6126 598 – 0 www.fuell-dispensing.comUwe Füll DE-65510 Idstein Fax +49 6126 54415 [email protected]üll Engineering B.V. Frankenweg 65 Tel. +31 252 222 012 www.fuell-engineering.comRené Meeuwisse NL-2153 PD Nieuw-Vennep Fax +31 848 827 985 [email protected]

INFRANOR DIVISION Infranor Holding S.A. Rue des Uttins 27 Tel. +41 24 447 02 70 www.infranorgroup.comGroup management CH-1401 Yverdon-les-Bains Fax +41 24 447 02 71 [email protected]. J.-P. van GriethuysenInfranor S.A. Glattalstrasse 37 Tel. +41 44 308 50 00 www.infranor.comRaymond Käser CH-8052 Zürich Fax +41 44 308 50 09 [email protected] Branch office Rue des Uttins 27 Tel. +41 24 447 02 90 www.infranor.com CH-1401 Yverdon-les-Bains Fax +41 24 447 02 91 [email protected] S.A.S.Georges Sanchez

Avenue Jean Moulin, BP 142FR-65104 Lourdes CedexRue Georges Besse 1FR-92160 Anthony

Tel. +33 5 62 94 10 67Fax +33 5 62 42 18 69Tel. +33 1 56 45 16 00Fax +33 1 46 74 69 56

[email protected]@infranor.com

Infranor Spain S.L.U. Occitània, 24 Tel. +34 93 460 16 31 www.infranor.comJosep Barbeta E-08911 Badalona (Barcelona) Fax +34 93 399 96 08 [email protected] S.A. Poligono Industrial Bernades Tel. +34 93 574 36 90 www.infranor.comJordi Vinas Sobirà C / Empordà 11 – 13 Fax +34 93 574 35 70 [email protected]

E-08130 Sta. Perpètua de Mogoda (Badalona)

Infranor GmbH Donaustrasse 19A Tel. +49 6181 18012 0 www.infranor.comPeter Fritsch DE-63452 Hanau Fax +49 6181 18012 90 [email protected] B.V. Frankenweg 65 Tel. +31 344 646 417 www.infranor.com

NL-2153 PD Nieuw-Vennep Fax +31 344 642 696 [email protected] Ltd. P.O. Box 295 Tel. +44 1483 274 887 www.infranor.comAdrian Hazelwood UK-Woodbridge IP12 9EP Fax +44 1483 276 037 [email protected], Inc. 299 Ballardvale Street, Suite 4 Tel. + 203 729 8258 www.infranor.comDan D’Aquila USA-Wilmington, MA 01887 Fax +1 203 729 6969 [email protected] S.r.l. Via Paruta 32 Tel. +39 02 45 48 21 44 www.infranor.comAntonio Gallo I - 20127 Milano Fax +39 02 39 19 57 29 [email protected] Motion Control Technology Room 601, No. 448 Tel. +86 21 6440 1095 www.infranor.com(Shanghai) Co Ltd. Hongcao Rd. Fax +86 21 6440 1097 [email protected] Pan CN-Shanghai 200233 Cybelec S.A. 27, rue des Uttins Tel. +41 24 447 02 00 www.cybelec.chDr. J.-P. van Griethuysen CH-1401 Yverdon-les-Bains Fax +41 24 447 02 01 [email protected] NumericalControl Technology

Room B4 – 1, Forward Hi-techZone Tel. +86 21 59 90 02 00 www.cybelec.ch

(Shanghai) Co. Ltd. 33 Forward Rd, Jiading District Fax +86 21 59 90 05 65 [email protected] 818 Shanghai


1 THE COMPANY, ITS ORGANISATION AND ITS ACTIVITIES

2 KEY FIGURES

3 PERROT DUVAL SECURITIES

4 REPORT OF THE BOARD OF DIRECTORS

7 FÜLL PROCESS GROUP

9 INFRANOR GROUP

13 OTHER PARTICIPATIONS

17 CORPORATE GOVERNANCE

29 REMUNERATION REPORT

35 FINANCIAL REPORT OF THE PERROT DUVAL GROUP AS OF 30 APRIL 2015

63 FINANCIAL REPORT OF PERROT DUVAL HOLDING S.A. AS OF 30 APRIL 2015

CONTENTS


Perrot Duval Holding S.A.

110th YEAR

ANNUAL REPORT 2014/2015

ANNUAL SHAREHOLDERS’ MEETING OF 24 SEPTEMBER 2015PERROT DUVAL HOLDING S.A.

16, rue de Candolle

1205 Geneva, Switzerland

Tel. +41 22 776 61 44

Fax +41 22 776 19 17

www.perrotduval.com

[email protected]


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Perrot Duval Holding S.A. · Perrot Duval Holding S.A. Report of the Board of Directors Ladies and Gentlemen, We are herewith reporting on the operations of our ... the Cybelec Division