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Annual Report 2011

Meyer Burger Group

Meyer Burger Technology Ltd is a leading global technologyGroup. Our innovative systems and production equipment createsustainable added value for our customers in photovoltaics (solarindustry), in the semiconductor and optoelectronic industries as wellas other selected industries which focus on semiconductor materials.

The Group employs more than 2,500 people across threecontinents.

In our core business – photovoltaics – our customers rely onour comprehensive solutions and complementary technologiesalong the entire value chain including the manufacturing processesfor wafers, solar cells, solar modules and solar systems.

The Group’s core competences encompass a broad range of production processes,machines and systems that are used for the production of ultra-thin, high quality wafers, forthe inspection and measurement of solar cells, for laminating, soldering and testing of solarmodules and for building-integrated solar systems. With the acquisition of Roth & Rau AG,with its cutting-edge products and technologies for the next generation of crystalline siliconsolar cells, Meyer Burger Group is further expanding its market leadership along the entirephotovoltaic value chain.

Today, we are a full line system provider who covers all of the most importanttechnology elements along the photovoltaic value chain from crystalline silicon to completesolar systems, specifically in the production processes for wafers, solar cells and solarmodules. A worldwide service network including spare parts, consumables, re-groovingservices, process know-how, customer support, after-sales services, training and otherservices completes the Group’s comprehensive product portfolio.

Meyer Burger Annual Report 2011

Global Presence

SpainBarcelona

OregonHillsboro

IndiaPune

KoreaSeoul

SingaporeSingapore

SwitzerlandBaarLyssNeuchâtelThun

ColoradoColorado Springs

ChinaShanghai

New JerseyColumbia

JapanTokyo

TaiwanZhubei City

NorwayPorsgrunn

NetherlandsEindhoven

GermanyDresdenHohenstein-ErnstthalLangenfeldLangweidReichelsheimUmkirchWurzenZuelpich

5

Key Figures

Consolidated income statementin TCHF 2011 2010

Net sales 1315039 826005

Operating income after costs of products and services 608026 408752

in % of net sales 46.2% 49.5%

EBITDA 278367 187535


EBIT 116686 127851


Profit for the year 35825 97949

Consolidated balance sheetin TCHF 31.12.2011 31.12.2010

Total assets 1377352 1066799

Current assets 641938 624564

Long-term assets 735414 442234

Current liabilities 486898 372300

Non-current liabilities 127920 51572

Equity 762534 642927

Equity ratio 55.4% 60.3%

Net salesin CHF million

EBITDAin CHF million

Total balance sheetin CHF million

Equityin CHF million

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Table of Contents

2 Technologies and markets4 Letter to shareholders8 Highlights 2011

Report to Fiscal Year 201114 Management discussion and analysis of results 201124 Meyer Burger Group strategy26 Our technologies in use32 Sustainability44 Milestones

Corporate Governance46 Group structure and shareholders49 Capital structure56 Board of Directors69 Executive Board74 Compensation, shareholdings and loans77 Shareholders’ participation rights78 Change of control and defence measures78 Auditors80 Information policy

Financial Report82 Consolidated balance sheet83 Consolidated income statement84 Other comprehensive income85 Consolidated cash flow statement86 Consolidated statement of changes in equity88 Notes to the consolidated financial statements

160 Report of the auditors162 Balance sheet financial statements Meyer Burger Technology Ltd163 Income statement164 Notes to the financial statements171 Proposal by the Board of Directors for the allocation of retained earnings172 Report of the auditors

Other information174 Five-year summary175 Information for investors and the media176 Address details

Technologies and Markets

Meyer Burger brands Industries

Solar Semiconductor Optoelectronics Other

2 Meyer Burger Annual Report 2011

Competencies and Technologies in Photovoltaics

Wafer

Cutting technologies,band saws, ID/OD saws,wire saws

Diamond wire technology,process consumables

Automation androbotic systems

Measurement andinspection systems, sortingsystems for solar wafers

Customised solutionsfor wafer handling,automation technology

Solar cells

Manufacturing technologies,equipment for anti-reflectivecoating, automationsoftware, system solutionsfor solar cell technologies

Inspection systems,loading and unloadingsystems, sortingsystems for solar cells

Customised solutionsfor cell handling

Testing systems for solarcells and modules

Solar modules

Fully automatic productionlines for solar modules, fullyautomatic laminating lines

Fully automatic cell andmatrix connections as wellas handling systems

Testing systems for solarcells and modules

Solar systems

Solar systems for façades,roofs, shading solutions

Systems and customer services across all processes

Global after-sales services Manufacturing ExecutionSystem (MES)for production and qualitymanagement

3

Letter to Shareholders

Dear Shareholders

Meyer Burger Group achieved excellent results again in 2011. With its high orderbacklog from the previous year and extremely good volume of incoming orders during thefirst half of 2011, the Group reached strong organic sales growth of 44%. We owe theseresults to our high production flexibility (in-house and at suppliers) and, above all, to ouremployees. Once more, they delivered a top performance in 2011.

The year proved to be rather difficult for our main customers; the solar cell andmodule manufacturers. The reduction in feed-in tariffs in a number of European countries, thefinancial crisis in Europe and the record deficit in the USA meant that the pace of demandfrom private and industrial end customers declined significantly, particularly in the second halfof the year. Manufacturers have created around 50 GW of production capacity for solarmodules in recent years, whereas new installed capacity in 2011 was around 27 GW. Thisimbalance between capacity and demand led to a sharp drop in cell and module prices anda painful consolidation phase throughout the entire solar industry.

Meyer Burger had expected a consolidation in the industry for quite some time.Nevertheless, the extent of the market decline in the second half of 2011 was surprising – evento us. Many cell and module manufacturers were obliged to introduce short-time working andto defer their plans for investments in new production equipment. These difficulties in themarket did not leave our Group entirely untouched, particularly with regard to new incomingorders in the second half of the year.

From a long-term perspective however, it is essential that unprofitable productioncapacities are removed from the market in order to reach and secure grid parity for solarpower in the long-term. New technological progress and optimally harmonised productionprocesses along the value chain will play an increasingly important role in this environment.Meyer Burger Group occupies an excellent position within the solar industry with itstechnological market leadership, its product offering across the different processes and itscapacity for innovation.

Record sales and solid balance sheetMeyer Burger Group recorded CHF 876.8 million in new orders in 2011 (2010:

CHF 1,329.8 million). The order backlog at the end of 2011 was CHF 909.9 million (2010:CHF 1,048.5 million). With its high order backlog from the previous year and new orders in2011, the company increased net sales by 59% to CHF 1,315.0 million (2010: CHF 826.0million). Organic growth was 44%, while CHF 125.9 million was due to the consolidation ofthe Roth & Rau companies for the first time from August 2011 onwards. With these results,Meyer Burger Group reached its guidance on sales for the year 2011.

The Group posted an increase in EBITDA of 48% to CHF 278.4 million (2010:CHF 187.5 million). Excluding the pro rata results from Roth & Rau AG, the EBITDA marginreached 23.5% (2010: 22.7%) and is therefore also within the guidance. If Roth & Rau’s salesand EBITDA are also considered proportionally, the EBITDA margin declines by 2.3percentage points to 21.2%. On the levels of EBIT and profit for the year, the results of MeyerBurger Group were negatively influenced by the high amount of special items, amortisation ofintangible assets and an impairment on the goodwill position of Roth & Rau. Profit for the yearamounted to CHF 35.8 million (2010: CHF 97.9 million). Total assets as at 31 December 2011

Peter PauliChief Executive Officer

Peter M. WagnerChairman

Net sales CHF

1,315 M


came to CHF 1,377.4 million (2010: CHF 1,066.8 million) and equity to CHF 762.5 million(2010: CHF 642.9 million), corresponding to an equity ratio of 55.4%.

The Board of Directors will propose to the Annual General Meeting on 26 April 2012that retained earnings be carried forward.

→ For further information about the 2011 results, see the management discussionand analysis on page 14.

Strategically complementing our technologies along the value chainIn August 2011, the acquisition of Roth & Rau AG, which has its registered office in

Hohenstein-Ernstthal, Germany, was successfully completed. For more than ten years,Roth & Rau has been among the leading providers of production equipment and innovativetechnologies for the manufacture of crystalline silicon solar cells. By adding technologycompetence in “cells”, the Meyer Burger Group was able to close a previously existing gapbetween the wafer and solar module manufacturing processes and now covers all the keytechnology steps in the photovoltaic value chain (wafer, solar cells and solar modules).

Although the annual results on levels of EBIT and profit for the year were weakenedby special items inccurred Roth & Rau, we consider this addition to our technology portfolioto be a major step and an important investment in our company’s future. Technologycompetencies across the various production processes and a high innovation rate areof utmost importance to develop systems and solutions in future that can further reducesolar systems’ manufacturing costs, increase efficiency and therefore by secure thecompetitiveness of solar power.

→ For further information about our complementary technologies, see page 26.

5

New, upcoming marketsThe nuclear disaster at the Fukushima reactors in March 2011 sparked a fresh

political debate about an exit from nuclear energy and the need for more renewable energysources. Some countries have already decided to pull out of nuclear power and are nowseeking suitable opportunities within the energy mix to cover the consistently growingdemand for electricity.The political advances that are being made in Switzerland and Germanyare positive examples in this context. Long-term government programmes in countries likeIndia, China, Brazil, South Africa and the USA to promote renewable energies, particularlyphotovoltaics, will lead to increased demand and a broader-based end-consumer market inthe years ahead.

Meyer Burger is convinced that the solar industry’s chances are still unimpaired andthat solar energy sources will cover a significant share of global energy needs in an efficientand environmentally friendly fashion in the long-term.

More detailed reporting on sustainabilityMeyer Burger Group’s corporate culture is characterised by openness, transparency

and a commitment to being a reliable partner to our stakeholders. In this annual report,reporting on sustainability-related topics has been further expanded and has been preparedfor the first time in accordance with the guidelines of the internationally recognised GlobalReporting Initiative (GRI). GRI has certified the sustainability report and confirmed that therequirements for Application Level C have been fulfilled.

→ For further information see the Sustainability Report on page 32.

Outlook2012 will be a challenging year for the solar industry, for our customers and also for

Meyer Burger Group. From today’s point of view, it is premature to make a clear estimate ofwhen the existing overcapacity will be reduced and when positive demand signals from endconsumers will once more trigger new investments by cell and module manufacturers. In thistransitional year it will be important to maintain strict cost control, manage cash flowsefficiently and use the time efficiently to drive additional technology developments andimprovements. Our solid balance sheet with its high level of cash and cash equivalents anda net liquidity of CHF 250.3 million will provide important support to bridge the current difficultmarket situation.

In total, we expect net sales for 2012 in the order of CHF 600–800 million with anEBITDA margin between 4–8%, and expect an upturn in demand for production equipmentfrom 2013 onwards.


In the long-term, we are convinced that photovoltaics will remain a strong growthmarket and that solar power will be an increasingly important energy source in the future. Asa technology group, we will use innovation, highly developed systems and first-class servicesto make an important contribution to the reduction of manufacturing costs of solar systemsso that grid parity can be reached worldwide. Meyer Burger is in an excellent financial andstrategic position from which to profit sustainably from a recovery in demand in thephotovoltaic equipment market in the years to come.

AcknowledgementsWe owe the success of our company to our highly motivated employees, their

innovative flair and the outstanding commitment they demonstrate every day to the MeyerBurger Group – even in difficult times. On behalf of the Board of Directors and the ExecutiveBoard, we would like to express our very special thanks to them at this point and extendthem our deepest respect. Our particular gratitude also goes to our customers, suppliers andbusiness partners for working with us and for the confidence they place in us. We would alsolike to thank you, our shareholders, for your loyalty, interest and confidence in our company.

Peter M. Wagner Peter PauliChairman Chief Executive Officer

77

20highlights


highlights20119 Meyer Burger Annual Report 20119

JAN01

APR04

APR05

APR06

FEB02

MAR03

January01 Early in 2011, Meyer Burger receivedseveral major orders from its key Asianmarket. Leading Asian wafer manufacturersequipped their production facilities withequipment from Meyer Burger to ensure theproduction of high quality wafers.

February

02 In February 2011, Meyer Burger wasawarded the contract for the developmentand production of a GlueMaster 3. This fullyautomated glueing station guarantees areproduceable process as well as maximumyield which results in reduced productioncosts.

March

03 On 3 March 2011, the foundation stonewas laid for the new MB Wafertecproduction facility and the new Meyer BurgerTechnology Ltd headquarters in Gwatt, nearThun. The move into the new facilities will beginin May 2012.(Photo: CEO of the Meyer Burger Group, PeterPauli, Minister of Economic Affairs for theCanton of Bern, Andreas Rickenbacher, and theformer CEO of MB Wafertec (now COOof the Meyer Burger Group), Bernhard Gerber.

April

No picture – In 2010, Meyer Burger introduceda new bricking technology based on diamondwire to the market. The second generationwhich was launched in April 2011 has increasedprocess functionality thus offering a 40%increase in production capacity. It can alsoprocess larger format (G6) multi and monoingots.

04 In April 2011, Meyer Burger opened a newservice location in Korea and highlighted itspresence in the Korean market with itsparticipation in the Green Energy Expo inDaegu.

MAY07

MAY08

JUNE11

JUNE10

JUNE09

05 06 During April/Mai 2011, MB Wafertec inThun achieved a production output of 40machines per week relying on its optimisedproduction and logistics chain. In 2011, MeyerBurger produced over 1,600 machines whichis a new company record.

May

07 08 In May 2011, the Umwelt Arena, thefirst Swiss Centre of Competence forEcology, was outfitted with the future-oriented,integrated MegaSlate solar roof system from3S Photovoltaics.

June

09 Starting in June 2011, Meyer Burgerbegan offering industry-leading trainings onwafer processes. The increased processexpertise combined with rapidly available spareparts has led to a significant increase inproductivity for customers.

10 11 In June 2011, a 3D crystal orientationsystem for sapphire cores was launched byMeyer Burger, the specialist in automated andintegrated systems. This innovative orientationand glueing process results in a significantlyhigher wafer quality. In downstream processes,the result is higher output and yields whichresults in reduced operations costs.

August

12 During the summer 2011, 3S Swiss SolarSystems marked its ten year anniversarywith a special celebration! Since its founding,3S Swiss Solar Systems has grown to becomethe global technology leader of productionsystems for solar modules. 3S Swiss SolarSystems, with its brands 3S Modultec –Module Solutions and 3S Photovoltaics – SolarBuilding Technologies, has been a memberof the Meyer Burger Group since March 2010.

AUG13

SEP17

SEP14

AUG12

13 In August 2011. the first solar moduleproduction facility in West Africa wascompleted in Senegal. The experts from3S Modultec intensively supported the localteam on site during the planning, theramp-up, at the start of production and withcertification. Africa’s geographical positionoffers excellent opportunities for the productionof solar electricity. With its leadingtechnologies, Meyer Burger is ideally positionedto tap the African market.

September

14 The 26th EUPVSEC took place in September2011 in Hamburg, Germany. Meyer Burger’sinnovative strength and leading technologiesnot only impressed the Solar Industry Awardsjury but also the customers. A contract wassigned with Chinese module manufacturerZNShine Solar for the delivery of laminationlines during the exhibition.ZNShine is a leading global supplier of siliconingots, wafers and solar modules. Additionally,Somont, a subsidiary of Meyer BurgerTechnology Ltd, was awarded the SolarIndustry Award 2011 for its innovative“Consol” soldering table.

15 Photo: Matthias Ruh and Angelika Listau,both of Somont, together with the Solar Award2011 (PV Process Improvement) and worldclass unicyclist Mirjam Lips.

16 During the 26th EUPVSEC, Roth & Raupresented the world’s first heterojunction solar cells with efficiency ratesof 20% produced on industrial 156 mmmono-crystalline wafers.

17 In September 2011, two flagship projectswere successfully completed in Switzerland, animportant reference market. 3S Photovoltaicsoutfitted the Tramdepot Bern and the ArenaThun with state-of-the-art solar technology.The installed solar systems combine maximumperformance in solar energy production withan aesthetic integration into the overallarchitecture.

SEP15

OCT19

OCT18

NOV20

October

No picture – In October, 2011, 3S Swiss SolarSystems and Meyer Burger Technology Ltdwere awarded the Swiss Solar Prize 2011 inthe category “Personalities and Institutions”.The award recognises the Group’s leadingtechnologies as well as the development andproduction of efficient and aesthetic buildingintegrated solar systems by 3S Photovoltaics.

18 19 October 2011 also provided MeyerBurger the opportunity to display its technologyas part of the Kulturnacht Thun. Using highperformance MegaSlate solar modules from 3SModultec, an artist designed a solar carpetwhich produced the energy required to light upthe Night of Culture (Kulturnacht) in Thun.

November

No picture – In November 2011, Roth & RauMuegge GmbH, together with Beijing JeneratorElectronic Co., organised the world’s firstTechnical and User Conference onMicrowave and Photovoltaic Technologywhich highlighted their expertise in thiscomplex field.

20 In November 2011, the first fall meetingtook place between Meyer Burger Taiwanand Roth & Rau Taiwan as part of thesuccessful ongoing integration of bothcompanies.

SEP16

Report to the Fiscal Year 2011

Management discussion and analysis of results 2011Meyer Burger Group started in 2011 with an exceptionally high order backlog from

the previous year and was able to achieve very good incoming orders during the first half ofthe year. This resulted in high sales growth for the fiscal year 2011. The market decline thatimpacted solar cell and module producers during the second half of 2011 also affected theGroup with respect to incoming orders for new manufacturing equipment (with deliveries tostart in 2012).

Meyer Burger recorded CHF 876.8 million in new orders in 2011 compared withCHF 1,329.8 million in 2010. The order backlog amounted to CHF 909.9 million as of31 December 2011.

SalesNet sales increased by 59% to CHF 1,315.0 million compared to CHF 826.0 million

in 2010. The increase in net sales was based on 44% organic growth and 15% orCHF 125.9 million of growth resulting from the full consolidation of the Roth & Raucompanies as of 9 August 2011. With this high organic growth rate, Meyer Burger Grouphas reached its own targets for net sales.

The highest growth – in nominal terms – was again achieved in region Asia (+68%),which continued to represent the most important customer region with 80% of net sales in2011 (76% of net sales in 2010). Europe provided 17% of net sales (sales increase +60%;17% of net sales in 2010), while customers in the USA accounted for 3% (sales decrease–40%; 7% of net sales in 2010).

Operating income after costs of products and servicesOperating income after costs of products and services amounted to CHF 608.0

million compared to CHF 408.8 million in the previous year. This represents an increase of49%. The margin declined by 3.3 percentage points to 46.2% from 49.5% in 2010. Themargin decline is mainly due to accruals on product commitments (CHF 58.5 million),depreciation and impairments of products (in total CHF 12.7 million) and a lower contributionto the margin by Roth & Rau companies.

Operating expensesThe Group employed 2,791 people on a full-time basis as of 31 December 2011,

representing an increase of 119% compared to 31 December 2010. The increase by a totalof 1,515 employees includes 1,300 positions resulting from the takeover of Roth & Rau AG.The remaining 215 positions were newly created, mainly in research and development and insales/service areas. The difficult market conditions in the second half of 2011 made itnecessary to reduce the number of temporary employees in alignment with the volume ofmachines and systems being produced. Total personnel expenses increased to CHF 194.7million compared with CHF 133.9 million in the previous year.

Organic growth

44%

Europ

e17

%

USA3%

Asia80

%

Net salesby regionin 2011

14011 Meyer Burger Annual Report 20119 14

Operating expenses rose to CHF 134.9 million compared with CHF 87.4 million in2010. The increase is mainly due to the expansion of the Group and is a result of thesignificantly increased business volume. Roth & Rau’s operating expenses for the period9 August to 31 December 2011 amounted to approximately CHF 28 million. Meyer BurgerGroup companies achieved an increase in their business volume (even excluding Roth & Raucompanies), which lead to higher expenses for rent, IT and other operating expenses. MeyerBurger Group companies (excl. Roth & Rau companies) also incurred approximately CHF 10million more in external research and development costs than in 2010. R&D costs are directlyrecorded in the income statement of the Group.

EBITDA and EBITEBITDA amounted to CHF 278.4 million in 2011, including about 1% of consolidation

effects from Roth & Rau. Without the pro-rata results of Roth & Rau, Meyer Burger Groupachieved an EBITDA margin of 23.5% and thus also reached its EBITDA margin guidance.The EBITDA margin declines to 21.2% when pro-rata net sales and EBITDA results of Roth& Rau are taken into account. EBITDA in 2010 had reached CHF 187.5 million with a marginof 22.7%.

Depreciation, amortisation and impairments during 2011 totalled CHF 161.7 million,including CHF 41.7 million for scheduled amortisation of intangible assets, which are mainlyrelated to acquisitions (Hennecke, AMB Automation and Diamond Wire) and the merger with3S Industries Ltd (3S Modultec, 3S Photovoltaics, Somont and Pasan) from previous years.Amortisation and impairments for Roth & Rau were as follows: approximately CHF 19.4 millionfor scheduled amortisation of intangible assets in conjunction with the purchase priceallocation (mainly technology and order backlog), a non-recurring impairment on goodwill ofRoth & Rau AG and OTB Solar B.V. in the amount of CHF 73.6 million and an impairment onRoth & Rau CTF thin-film technology of CHF 7.0 million. The total consolidation effects ofRoth & Rau amounted to approximately CHF –107 million on EBIT level.

Meyer Burger Group achieved an EBIT of CHF 116.7 million compared withCHF 127.9 million in 2010. The EBIT margin was 8.9% compared to 15.5% in the previousyear.

Financial resultThe financial result, net, amounted to CHF –21.4 million. It includes negative foreign

currency translation effects of approximately CHF 16.8 million, which resulted mainly from thevaluation of intercompany loans to foreign subsidiaries that had been granted during the year.

Interest expenses during the fiscal year 2011 were CHF 3.9 million compared toCHF 3.5 million in 2010.

EBITDA CHF

278.4 M

15Report FY 2011 Corporate Governance Financial Report Other Information

Investments in associated companiesPrior to 9 August 2011 (which was the takeover date and the starting date for the full

consolidation of Roth & Rau AG), Meyer Burger already held a participation of 29.62% in Roth& Rau AG, which had been valued at market value in accordance with IFRS 3 as at 9 August2011. A fair value adjustment in the amount of approximately CHF 25.4 million becamenecessary as a result of the market valuation, and it is shown in the income statement as lossfrom investments in associated companies.

TaxesIncome taxes of CHF 34.2 million, corresponding to a tax rate of 48.8%, were

substantially above the expected tax rate of 22.5%. The deviation is mainly due to the following:The income statement contains expenses that are not tax-deductible (goodwill impairmentRoth & Rau AG and OTB, fair value adjustment of investments in associated companies) andin addition there was an adjustment of capitalised tax loss carry-forwards. Against thesenegative effects, there were positive effects from tax reliefs granted to Swiss subsidiaries andtax losses at foreign subsidiaries with higher tax rates.

Profit for the yearProfit for the year 2011 amounted to CHF 35.8 million compared with CHF 97.9

million in 2010. The profit attributable to the equity holders of Meyer Burger Technology Ltdwas CHF 40.8 million (a loss of CHF 5.0 million is attributable to the non-controlling interests).Diluted earnings per share reached CHF 0.86 compared with CHF 2.18 in 2010. As in previousyears, the Board of Directors will propose to the Annual General Meeting on 26 April 2012that retained earnings shall be carried forward.

Balance sheetTotal assets increased to CHF 1,377.4 million as of 31 December 2011 (31.12.2010:

CHF 1,066.8 million) as a result of the takeover of Roth & Rau AG and the net result. Cashand cash equivalents amounted to CHF 260.2 million. At year-end 2011, Meyer Burger had anet liquidity of CHF 250.3 million and additional credit lines in the amount of CHF 180 millionand EUR 50 million, of which CHF 162.6 million and EUR 29 million are still available.

Equity (excluding non-controlling interests) increased due to the profit for the yearand the capital increases in conjunction with the takeover of Roth & Rau AG to CHF 737.7million from CHF 642.9 million in 2010. Total equity as of 31 December 2011 reachedCHF 762.5 million, representing a solid equity ratio of 55.4%. With its strong net liquidity andhigh equity ratio, Meyer Burger Group is well prepared to bridge the difficult marketenvironment and to emerge stronger than ever from the current situation.

Net liquidity CHF

250.3 M


Cash flowThe Group generated an operating cash flow of CHF +218.8 million compared with

CHF +347.5 million in 2010. The strong cash flow in 2011 was mainly due to the positivebusiness development and strong sales growth.

Cash flow from investing activities amounted to CHF –320.1 million compared withCHF +10.1 million in 2010. A total of CHF 261.3 million was invested until 9 August 2011 forthe purchase of shares in Roth & Rau AG. Capital expenditure in property, plant andequipment, net, during 2011 was CHF 56.5 million. Free cash flow1 in 2011 amounted toCHF –101.3 million.

Cash flow from financing activities was CHF –38.0 million compared with CHF –53.6million in 2010. An amount of CHF 26.7 million was invested for purchases of Roth & Raushares after 9 August 2011.

Currency risksMeyer Burger Group once more recorded a large proportion of 74% of its net sales

in Swiss Francs during fiscal year 2011 (previous year 70%). As major subsidiaries arelocated in Switzerland (MB Wafertec, 3S Modultec, 3S Photovoltaics, Pasan), a large portionof production is also based in the same country.

Meyer Burger aims to achieve a high proportion of its sales in the same currenciesin which the individual subsidiaries deliver their production services, in order to limit currencyrisks as much as possible through a process of natural hedging. The company uses forwardcontracts to hedge against any residual currency risks. Meyer Burger does not hedgeagainst foreign currency risks on the carrying amounts of foreign subsidiaries or on theconversion of the earnings of foreign companies.

At constant exchange rates, net sales in fiscal year 2011 would have beenapproximately CHF 43 million higher (the annual average exchange rates of the Euro andUS Dollar to the Swiss Franc reflected in the income statement were around 10.8% and15.0% lower, respectively, than in the previous year).

Markets and customersNewly installed photovoltaic (PV) capacity worldwide once again grew at a record

rate during 2011. Global PV capacity increased by around 27 GW and reached a cumulativeinstalled capacity of over 67 GW (Source: EPIA Market Report 2011, January 2012). EPIAestimates that the installed PV capacity will at least double or possibly treble until 2015.

In recent years, the solar industry’s high growth rates and positive outlook havemeant a continuous increase in production capacity at solar cell and solar modulemanufacturers, resulting in substantial overcapacities. Demand from domestic and industrialend-customers in the traditional PV markets has slowed, particularly in the second half of2011, due to the fiscal policy problems in a number of European countries and lower feed-intariffs (e.g. in Germany, France, Italy and Spain). The overcapacity situation worsened furtheras a result, triggering a sharp drop in the price of solar modules and putting severe pressureon cell and module producers’ margins. This in turn sparked a strong shakeout throughoutthe solar industry in 2011.

1 Cash flow from operating activities less cash flow from investing activities

EUR20

%

USD4%

Other

2%

CHF74

%

Net salesby currencyin 2011


Meyer Burger had been expecting this consolidation process in the industry for quitesome time. Nevertheless, the extent of the market collapse in the second half of 2011 wassurprising. The consolidation process does not appear to be over yet, but is set to continuein 2012. Meyer Burger has preserved a strong balance sheet in the past few years for strategicreasons, and opted for high flexibility in its production processes. With its current equity ratioand high net liquidity, the Group is well equipped to get through today’s challenging marketsituation. The Company is also well positioned for the market recovery that is expected bythe end of 2012/beginning of 2013.

The overall solar industry is still set to grow moderately in 2012, even despite thedifficult environment and existing overcapacities. One advantage of the low module and cellprices is that grid parity has already been reached in some key markets during 2011. Therenewable energy subsidy programmes announced or increased by, for example, China,India, Brazil and South Africa will give an additional boost to the market’s long-term growth.We expect that new and booming PV markets will arise and create further demand forphotovoltaic systems.

Meyer Burger continued to expand its already strong market position in Asia andEurope during 2011. The acquisition of the Roth & Rau Group added an important technology(cell) to the existing product portfolio and reinforced the Group’s position along thephotovoltaic value chain.

EmployeesMeyer Burger employed more than 3,000 people worldwide at the end of 2011.

The number of full-time employees rose by 1,515 people or 119% year-on-year to a total of2,791 employees (FTE). Of these, 1,300 FTE were added by the takeover of the Roth & Raucompanies.

The difficult market situation during the second half of 2011 also meant that MeyerBurger had to adjust its production and logistics capacities. This was mainly achieved throughreductions in the number of temporary employees and through short-term measures such aspartial interruptions in production, reducing existing overtime hours, taking of unused holidaysand reduced working hours at Roth & Rau. As of 31 December 2011, the Group employed267 temporary full-time workers in addition to its permanent employees. Most of thetemporary staff was employed by Roth & Rau (year-end 2010: 255 temporary employees).

→ For further information on Human Resources, see the Sustainability report onpage 32.

Development of personnelsince 2008Number of employees (FTE)

2009

2010

2011

2008

0

400

800

1200

1600

2000

2400

2800

Europ

e(exc

l.Switzerland

)42%

Asia19

%

USA11

%

Employees byregionin 2011

Switzerland

28%


WorkforceEmployees (FTE) 2011 2010 2009 2008

Total at year-end 2791 1276 738 630

Production, Logistics 1342 654 370 360

Research, Development 534 197 137 95

Sales, Services 615 299 156 125

Finance, Administration 300 126 75 50

Talent managementAs part of its Human Resources strategy, Meyer Burger fills vacant management and otherkey positions with in-house professionals whenever possible. Management succession fromamong the Group’s own ranks is supported by a targeted management developmentprocess.

Management trainingThe Group conducted several leadership workshops and management developmentseminars during 2011. About 120 managers from the entire Group took part in a LeadershipWorkshop in September 2011. The aim of the seminar was to further strengthen the sharedmanagement culture within the Meyer Burger Group and promote cross-companycollaboration among the subsidiaries and technology centres.

The Meyer Burger brandMeyer Burger has a brand management strategy that conveys and embodies the

unique nature and characteristics of the technology group within its strategic businessareas.

The stringent brand strategy was refined and further developed in 2011.The holding company’s logo consists of two elements and those of the individual

technology brands consist of three. All logos have the wafer sun brand image and theirindividual company brand names in common. The brand image is an arrangement of solarcells or wafers. The technology brands also highlight the independent corporate identitiesand the diversity of industrial applications within the Meyer Burger Group by using differentcolours for the wafer sun and the appropriate technology claim.

The brand image and the corporate brand names are trademarked throughout theworld. The umbrella brand Meyer Burger and the Group’s technology brands enjoy anexcellent reputation and high degree of recognition within the solar industry worldwide.Additional public relations and advertising measures or combined booths at industry fairsare used to further strengthen and underpin the strong brand recognition.

The Roth & Rau companies acquired in 2011 will be incorporated into the MeyerBurger Group brand strategy during 2012/2013.

→ For further information about brands and technologies, see page 2.

Men

83%

Wom

en17

%

Employeesin 2011

Corporate brand logo

Brand

Wafer

sun


ProductionMeyer Burger’s employees once again achieved an exceptional industrial

performance in 2011. At MB Wafertec in Thun, production output increased by 19.9%compared with the previous year. Up to 40 wire saws were produced per week during thepeak months of the first half-year. During the second half, production output had to be cut toadjust for the market weakness and the decline in new incoming orders. Production waspartially stopped in the months of November and December.

MB Wafertec has achieved a high level of flexibility in its own production facilitiesand with its key suppliers in past years by continuously analysing and optimising its entiremanufacturing chain. This flexibility enables production capacities to be adapted tofluctuations in demand at any time. With modularised machine components, optimisedlogistics and assembly processes and increased efficiencies in every process step, the timerequired to handle an order for a wire saw from the start of a customer order through to beingready for shipping is just four weeks. The lead time within the final assembly stage has beenreduced to five days.

Within the entire Meyer Burger Group, a total of 1,608 machines and systems wereproduced in 2011, representing an increase of 13.2% compared with the previous year.

Innovation and technologyDiscovering the unexplored, realising innovations, improving the tried and tested –

these are the drivers of our innovative strength and they pervade our entire group ofcompanies. This commitment is our motivation and our contribution to shaping the world oftomorrow. Innovation at Meyer Burger embraces all departments and functions. MeyerBurger Group’s engineers develop new customer solutions in three centres of technologicalexcellence – wafer, cell manufacturing and module technology. New wafer technologies, highefficiency cell technologies and innovative module processes are discovered and harmonised.Our innovative power enables us to increase value for our customers, over and over again.

Cutting processes are further developed and continuously improved at MBWafertec’s technology centre. The BrickMaster with diamond wire technology was furtherrefined and adapted to new market requirements. The cutting systems using diamond wirewere further developed by Diamond Material Technologies (DMT) and the results implementedin the design of a new wire saw specially developed by MB Wafertec. Major progress wasachieved in the area of water-based wire sawing using diamond wire which resulted in newpatents. Water-based cutting technology makes it possible to further lower the costs of thesawing process while at the same time reducing kerf loss. Wafer characterisation wasenhanced by Hennecke with new measuring technologies and know-how was also expandedin the cell technology. AMB Automation and MB Robotics developed innovative processes inthe area of materials flow in order to boost factory performance in wafer production. Insapphire cutting (sapphires are used in the production of LEDs) new, high-precision measuringtechnologies were developed to align the sapphire crystal plane three-dimensionally so thatthe downstream cutting process can produce maximum yield.


Another core area is the development of innovative cell technologies in the area ofhigh-efficiency cells, which are being progressed in the new Group companies Roth & Rauand OTB. Two technologies form the central focus: LoBaCo (local back contact) technologywhich, together with selective emitter technology, leads to efficiencies of more than 19%,and hetero junction technology (HJT). Roth & Rau achieved a cell efficiency of over 20% ona 156 x 156 mm commercial wafer in 2011 with HJT. That represents a world record.

Innovative module processes are required to turn the new high-efficiency celltechnologies into guaranteed high-quality solar modules. This includes all of Meyer Burger’score competences in modules: connecting technology (Somont), laminating technology(3S Modultec), test equipment (Pasan), cell characterisation (Hennecke) and automationtechnology from MB Robotics. The HJT cell technology requires new processes in all ofthese areas as has been proven through extensive testing.

With AIS Automation Dresden GmbH, a member of the Roth & Rau Group specialisingin automation and information technology, the Meyer Burger Group has become a leader inthe area of MES systems. The two MES systems from AIS and MB Wafertec were aligned in2011. Joint successes have already been realised in the Asian market with the FABEagleMESand FABEaglePQMS products.

A shared Group-wide technology roadmap unites research and developmentactivities and guarantees a customer-focused culture of innovation.

.


Capital expenditureMeyer Burger Group invested approximately CHF 67.5 million in research and

development during 2011. This represents around 5.1% of net sales. Costs for research anddevelopment are not capitalised in the balance sheet but recognised as expenses in theincome statement. In total, 534 employees were engaged in research and development inthe year under review.

Capital expenditure in property, plant and equipment came to CHF 62.7 milliongross (CHF 56.5 million net) in 2011, including about CHF 27.5 million in connection with MBWafertec’s new headquarters in Thun. A further CHF 29 million will be incurred for thisproject in 2012.

→ For further information about the new complex in Thun see page 41.

New complex in Thun


Risk managementMeyer Burger uses various risk management instruments to assess and manage the

strategic, financial and operational risks of the Group. The Board of Directors has primaryresponsibility for evaluating strategic risks. Financial and operational risks are mainly assessedby the Executive Board of Meyer Burger Technology Ltd. Regular risk reports are submittedto the Board of Directors. Risk management is integrated within the company’s managementprocesses and involves, in particular, the areas of Planning, Finance & Controlling, InternalAudit, Production & Logistics, Research & Development, Product Management, Sales, IT,Corporate Communications, Human Resources, and external tax and legal consulting.Occupational safety is of core importance to Meyer Burger. Through careful analysis ofoperating procedures and the provision of employee training, the Group minimises risks andachieves a high degree of process safety.

→ For further information about employee health and safety, see page 40.→ For further information about financial risk management, see Note 6.35 on page

159.

Targets and outlook for 20122012 will be a challenging year, taking into account the current overcapacities at cell

and module manufacturers. It would be premature to make a clear estimate of when theseovercapacities will be eliminated and positive signals of demand from end consumers willonce again trigger new investments by cell and module producers. Giving guidance for 2012is therefore extremely difficult: We target for 2012 net sales of between CHF 600–800 millionand an EBITDA margin of between 4–8%. During this transitional year, Meyer Burger Groupwill observe strict cost control, manage its cash flows efficiently and use the time to pushforward further technology developments and improvements. We expect demand forproduction equipment to increase again substantially from 2013 onwards.


Meyer Burger Group Strategy

Leading technology Group for innovative systems and processesMeyer Burger is a leading global technology Group specialising in innovative systems

and processes based on semiconductor technologies. The Group’s focus is on photovoltaics(solar industry) while its competencies and technologies also cover important areas of thesemiconductor and the optoelectronic industries as well as other selected industries.

Market leadership along the entire photovoltaic value chainMeyer Burger Group has established itself as an international premium brand within

the photovoltaic market by offering superior precision products and technologies. The Groupis continuing to strengthen its pole position by offering products, systems and services alongthe photovoltaic value chain, including the manufacturing processes for wafers, solar cells,solar modules and solar systems. The Group provides substantial added value to its customersby focussing on the entire value chain. By driving technical innovation and through thealignment of its products and technologies, the Group is able to continuously reduce itscustomers’ manufacturing costs and thus the overall cost of ownership can also consistentlybe reduced. Meyer Burger’s clear goal is enabling its customers to achieve lowest cost ofownership within the industry.

The four pillars of our corporate strategyActing as solutions provider

Our thinking as well as our research and development efforts are focussed on systems andprocesses. This allows us to continuously set new standards for production processes withinthe photovoltaic industry. We offer our customers integrated systems and dedicated solutionpackages. We implement customer specific process control and supervisory systems thatspan across different manufacturing processes. We combine our process know-how andclose customer process support with our service-oriented machinery and systems businessand our logistics-driven consumable business.

Safeguarding our technology leadership

We play an active role in shaping the industrial processes of the future and in setting standardsin the photovoltaic industry. At the same time, we evaluate and implement new technologiesthat can be used to achieve additional economies of scale, thus further reducing the cost ofownership for our customers. Our photovoltaic technologies enable a sustainable reductionof the costs per kWh of solar power.

Our focus is on

photovoltaics


Staying ahead of the marketOur product offering is market driven. We achieve fastest time to market. We pursue aconsistent approach of optimising the level of modularity and offering the best in terms oflogistics for machinery and systems. Modularisation reduces the number of componentsused, which in turn optimises production time and costs and, combined with efficientlogistics, leads to reduced production process times. We have built a strong service networkand are continuously expanding our value-added services.

Lean organisation and high flexibilityWe are an innovative and modern employer and our corporate culture is characterised byopenness. Our streamlined organisational structure and swift decision-making processesserve to promote an understanding of personal and corporate responsibility within themanagement team and the entire workforce. The companies within our Group assumeresponsibility, as centres of excellence, for their technologies. Our decentralised corporatestructure allows us to achieve highest levels of flexibility and profitability. We ensure that all ofour manufacturing sites and all production processes remain highly flexible in order to reactquickly to changes in demand or to market needs. We optimise our own resources with strictvertical financial management combined with a horizontal networking of competencies.

Lean organisation and

flexibleproduction processes


Sand is the raw material for photovoltaic systems. In aseries of complex production processes, it is transformed fromits original form into solar panels capable of producing electricity.Meyer Burger Technology Group encompasses the leadingcore competencies along the entire photovoltaic value chain fromthe wafer, cell and module process up to building-integratedsolar systems.

Sand


The futuristic Umwelt Arena is Switzerland’s first centerof excellence for the environment and is equipped with thelargest building integrated photovoltaic system in the country.Developed, manufactured and installed by specialists of theMeyer Burger Group, the Umwelt Arena’s roof has an areaof 5,300m2 and will generate approx. 540,000 kWh of solarpower per year beginning in spring 2012. This corresponds tothe annual electricity consumption of 120 households.

Umwelt Arena, Spreitenbach


4

MES MES

Global Services

Separating /SeparatingSeparatingCleaningCleaningCleaning

Pulling /

Growing

Inspection

H1

5

6

1

Silicon

H1

3Grinding

Glueing

Bricking/Squaring

Cropping

H1

2

Wafer Process

The cost efficient manufacture of ultra-thin, delicate wafers is achieved by the ongoingrefinement of cutting technologies and production processes. Highly efficient wafering systems(automated and integrated) with maximum yield reduce manufacturing costs.

Highlight: Diamond wire

Meyer Burger has developed a directcutting process using diamond wirewhich doubles productivity and enablescost efficient slicing through a water-based, environmentally friendlyprocedure.

Wafer Process

1 Pulling/Growing

Ultrapure polysilicon isprocessed into high-gradeingots by complicated“pulling/growing” meltingprocesses which transformthe crystal texture frompolycrystalline into mono-or multicrystalline.

2 Cropping

Cropping is the process inwhich the ingot is cutlengthwise to its true sizeand end caps and flawsare removed.

3 Bricking/Squaring

During the bricking/squaring process, theingot is cut into abrick in accordancewith the desired wafergeometry.

4 Wafering

The hard and brittle siliconbrick is cut into ultrathinwafers (approx. 0.18 mm).They are the basis forall further processes andmust comply with highestquality standards suchas wafer surface andgeometry.

5 Separating/Cleaning

Fully automated waferhandling systems separateand transport the waferswithout stress or breakage.Spotlessly clean wafersare required in thesemiconductor processwhich follows. Flawlesscleanliness is reachedthrough a sophisticatedcleaning process.

6 Inspection

The high quality wafermust pass extensive finalinspection testing(approx. 30 criteria). Onlyhigh-grade wafersqualify and are classifiedfor the subsequent cellprocess.

8

10

11

Printing

Test /Sort

MES

Global Services

Wafering

Texturing

PECVD-Coating

PVD-Coating/Anti-ReflectionCoating

H2

Cell Process

9

7

Cell Process

The basis for crystalline silicon solar cells are mono- or multicrystalline silicon wafers.The wafers are coated and processed into solar cells in a series of production processes.

7 Texturing

The wafers pass througha chemical bath whichproduces a pyramid-likesurface structure. Thisstructure enables lightreflection within the solarcell and increases theelectricity yield.

8 PECVD Coating

The wafer is coated withamorphous silicon. Thisbuilds categories (emitters)within the wafer whichcan, through a physicalprocess, produce andtransmit electricity.

9 PVD Coating/Anti-reflection Coating

The wafer is coated onboth sides with atranslucent, conductiveanti-reflex film whichenables the light to enterthe solar cell andtransports the electricitygenerated.

10 Contact Printing

Horizontal and verticalconductors made of silverpaste are applied onboth sides of the wafer bya screen printer. In thefuture, contact-free ink jetprocesses will be usedfor contact printing.

11 Test /Sort

The finished solar cellmust be inspectedfor imperfections andits performance mustbe tested. Defectivecells are rejected whilethe other cells areclassified according totheir performance.

Highlight: HeterojunctionTechnology (HJT)

HJT combines the advantages ofcrystalline silicon solar cells andthin film technologies enabling solarcells to reach a higher degree ofefficiency at a lower cost ofproduction.

H2

1212

13

14

Manufacturing Execution System (MES)

Global Services

Interconnection

Stringing

H4

H3

Encapsulation

H3

H4

Module Process

Solar cells are built into solar modules in several individually linked processes. Solarmodules must be manageable and durable against tough climate conditions in order toproduce electricity for decades.

Highlight: Stringing

The soft touch soldering processguarantees that even the mostsensitive cells of differing specificationscan be handled at high ratesof productivity and can be safelyformed into strings.

Highlight: Laminating

The laminating process isdecisive for the life cycle of amodule. A patented hybridheating plate guaranteesmaximum temperature homo-geneity and thus highestmodule quality.

Module Process

12 Soft touch Soldering

The solar cells areconnected electricallyinto a series via solderribbons and are linkedtogether to form strings.The soldering ribbonsallow electricity to floweasily from one cellto the next.

13 Interconnection/Lay-up

The strings areinterconnected electricallyvia soldering ribbonsto form a solar cell matrix.The quality of theinterconnection definesthe efficiency andthe life cycle of a solarmodule.

14 Laminating

Compression and heat areused to connect thevarious layers of a solarmodule (cell matrix, glass,rear panel foil andencapsulation material)in order to protect the cellsfrom environmentalinfluences.

15 Final Assembling

The final assembly includesthe framing and trimmingof the module and itsconnection to a socketwhich enables theelectrical connectionof the solar module to theelectricity grid.

16 PerformanceMeasuring

At the end of the moduleprocess, the performanceof each module is tested.A sun simulator flashessimulated sunlight ontothe solar module in orderto measure its level ofperformance.

17 Sorting

After sorting of the solarmodules into theirrespective performancecategories, they arestacked on euro-palletsand released for transport.

16

15

17

Process Control

The Manufacturing Execution System (MES)controls the complete production processfrom crystal growing to the finished module.It generates valuable informationfor the production processand for quality management.

H5

Final Assembly

Global Services

With a comprehensive global service network, MB Services not onlyoffers efficient local product support for all equipment from theMeyer Burger Group as well as its partner products but also acomplete pallet of product support services.

Solar systems

H5of a

Highlight: Flashing

Solar modules are sold accordingto performance categories. ThePasan sun simulator (flasher) is3.5% more accurate than ordinaryflashers and guarantees best-in-class performance measurement.

Sustainability

CEO StatementSustainability is a topic of widespread concern today. In the energy sector in

particular, the debate about the role of renewable energy sources in the future energy mix ismore current than ever. Meyer Burger Group has a global reputation in the young, dynamicphotovoltaic industry as an innovative, reliable technology group with a system and productrange that extends along the entire value chain. As a corporation we have set ourselves thegoal of successful ongoing sustainable development and we have aligned our operationsaccordingly along the principles of quality, safety and the environment. Ultimately the keyelements of sustainable long-term business success are profitability and a solid financialstructure.

Transparent reporting about sustainability-related activities and plans is important toour Group. For this reason, Meyer Burger is incorporating a sustainability report produced inaccordance with the Global Reporting Initiative (GRI) guidelines in its annual report for the firsttime. GRI has confirmed and certified that we have achieved transparency Level C. We havestructured the sustainability report in accordance with the stakeholder groups who have animportant influence on our business performance: customers, employees, the environmentand society.

With the relocation of our group member MB Wafertec to its new building in Thun inthe spring of 2012, MB Wafertec’s current 17 locations in and around Thun will finally beunited under the same roof. This step will enable us to focus our environmental activitiesincreasingly on operational ecology and to gather our own data on energy consumption,emissions, waste, etc., allowing us to plan and communicate our goals, progress andachievements even more systematically and effectively in future.

Peter PauliChief Executive Officer


Innovative technology group in the service of clean energyWhen it comes to establishing a sustainable energy supply for the future, photovoltaics

play a key role all over the world. Meyer Burger Group’s objective is to reduce photovoltaicmanufacturing costs across the entire value chain while also boosting solar cell efficiency withits innovative products and technologies. From the manufacture of solar wafers, solar cellsand solar modules to solar systems which generate environmentally friendly electricity directlyfrom solar energy, Meyer Burger develops integrated and comprehensive system solutionsbased on its extensive process expertise. In this way, Meyer Burger Group is making a decisivecontribution to the sustainable development of clean energy. In order to demonstrate itsadditional commitment to sustainability in terms of sustainable and responsible corporatemanagement, Meyer Burger Technology Ltd is now incorporating a systematic account of itsperformance in the three dimensions of sustainability, economy, ecology and social affairs, inits annual report beginning this year. The internationally established guidelines for sustainabilityreporting as prepared by the Global Reporting Initiative (GRI) have been applied. Apart fromeconomic aspects, the quantitative data in this first GRI report by Meyer Burger Group relateto Group member MB Wafertec in Thun. Further and more comprehensive data about thetopic of sustainability will be gathered in future, enabling reporting on other individual Groupmembers and the Meyer Burger Group as a whole. Roth & Rau AG (which has its registeredoffice in Germany), a company acquired in the 2011 reporting period, has published its ownsustainability report for some years now. Although this report is not certified according to GRIstandards, it also addresses the key dimensions of sustainability.

Enabling solar energy by reducing TCOIt is the goal of the entire Group to reduce its customers’ Total Cost of Ownership

(TCO) with products and systems that span the various manufacturing processes of thephotovoltaic value chain. The objective of MB Wafertec’s slicing technologies is to cut themaximum volume of high-quality solar wafers from each kilo of high-quality solar silicon inorder to deliver optimum solar wafers for the downstream step of cell processing. With itspioneering cutting technologies, MB Wafertec makes a major contribution to reducing thecosts of solar wafer production.

Public recognitionInnovation and an untiring commitment to solar energy are of central importance to

the entire Meyer Burger Group and these efforts have also been recognised in the market. Inrecognition of their many years of service to the realisation of solar energy provision and thecombination of quality with aesthetics in integrated solar systems, 3S Swiss Solar Systemsand Meyer Burger Technology Ltd received the 2011 Swiss Solar Prize in the “Persons andInstitutions” category. Projects including solar modules from 3S Swiss Solar Systems Ltdalso lead the ranks of the Swiss Solar Prize in virtually every category. In addition, manyproperties equipped with integrated solar roof or facade systems from 3S Photovoltaicsreceived awards in fiscal year 2011. In Germany, Somont GmbH won the Solar IndustryAward 2011 in the “PV Process Improvement” category and the newly acquired Roth & RauAG received the Axia Award, which recognises the culture of innovation in medium-sizedenterprises in Germany.


Support for customers through training and communicationMB Wafertec’s customers can be found in the semiconductor technology industries

such as photovoltaics, the semiconductor and the opto-electronic sectors. Transparentcommunication with these companies is very important, particularly with regard to productuse and disposal practices.

MB Wafertec supplies its customers with highly advanced technical systems forslicing hard and brittle crystalline materials. The company is aware that thorough training anda comprehensive handover at customer site are required once its systems have beensuccessfully installed. This enables customers to maximise machine uptime, markedlyincrease yield and reduce production costs. Customers benefit from extensive training anda full-coverage network of customer service centres which ensure optimum on-site services.In conjunction with a wide range of technical product factsheets, manuals and operatinginstructions, these enable customers to achieve maximum performance from their machinery.In order to maintain close personal contact with customers and form new customerrelationships, all Meyer Burger Group companies are regularly represented at specialist andindustry fairs. For example, in 2011, they were present at the SNEC in Shanghai (InternationalPhotovoltaic Power Generation Conference & Exhibition), the PV & Solar India fair in India, theEUPVSEC in Hamburg and the Intersolar exhibitions in Asia, India, Europe and the USA.

All MB Wafertec systems and machines are systematically inspected before deliveryto customers and users. The safety concept for all machines and their manufacture isstructured in four steps and fully embedded in the development process. In addition, regularcustomer trainings are fundamental to the reliable operation of machines and systems. Bymeans of training modules ranging from basic to specially tailored courses, users andmaintenance personnel are trained in the correct handling of the machines and systems,thereby taking individual customer needs into account. Training sessions can be carried outboth at Meyer Burger sites and directly on the customers’ premises. All Meyer Burgercustomers also have the benefit of access to telephone hotlines and online support.

Protecting the customers also includes meticulous attention to privacy. To ensurethe correct handling of all customer data and documentation, information and data aredivided into four categories and are treated accordingly: Public, Internal, Confidential andStrictly Confidential. There were no complaints on the grounds of customer data privacy inthe 2011 reporting period.


Living our culture and valuesOur employees are extremely important to us. They are recruited for their character,

passion and ability and receive individual, personal career advice whenever possible. Talentmanagement is one of our strengths and a strong emphasis is placed on developing youngmanagers in particular.

The corporate culture is of central importance and critical to all employees’ well-being. MB Wafertec has a “can-do” culture and the company wants not only to retain butalso strengthen this culture and enhance its meaning as well as employee identification andcommitment to the company. The corporate culture Mx stands for “participation” (Mitmachen),“responsibility” (Mittragen), “employees” (Mitarbeitende), “society” (Menschen), “machinery”(Maschinen), and “market” (Markt). A corporate culture must also include the values importantto the organisation. Meyer Burger’s values focus on sustainability and performance, long-term loyal partnership, creativity and innovation. Our employees are reliable partners, theycooperate professionally and they live the corporate values while enjoying their work andexperiencing shared achievements.


Highly qualified employees and managersThe solar sector is a young industry and requires employees who are extremely

flexible and able to learn continuously. For many young employees under the age of thirty weoffer interesting career opportunities, and that in turn makes professional development in allareas a necessity.

Thanks to the company’s substantial growth in the past few years, MB Wafertec hasrapidly and effectively built up a workforce containing many excellent employees andmanagers of every age group. Due to the prevailing shortage of skilled workers, retention isa key priority of employee management. Modern HR management is essential and enables astrong focus on building skilled workers in a fast-moving market.

Meyer Burger Group acknowledges the need to devote itself increasingly to HRmarketing in the future and to increase its project work with academic institutions in order torecruit more talent and secure its technology leadership. The development of a standard toolfor management training is planned and a further focus is also the development of youngexecutives.

The career start-up programme which was developed in 2011 is a trainingprogramme for graduates who are assigned to a department or Group company afterpursuing an intensive three-month specialist training course in production, installation andprocesses. The programme enables MB Wafertec not only to attract young managers andsecure talented and skilled workers but also to strengthen its reputation as an attractiveemployer of choice.

In addition to the issue of recruiting skilled workers, Meyer Burger sees a particularchallenge for the future in the large number of new managers who need to be supported anddeveloped through targeted training programmes. Furthermore, on the recruiting front, moreattention must be paid to increasing the proportion of women in the workforce, if possible.Even now, however, it is difficult to staff certain special positions with the appropriately skilledemployees.

Employees are regularly informed of the Group’s latest news. Twice a year aninformation event is held with the Executive Board during which time a question-and-answersession offers all employees a platform to pose their questions to management. Annualemployee appraisals are held at the end of each year during which targets and objectives areset for all members of the workforce. The Meyer Burger Group’s employee magazine,MBtimes, is published quarterly in four languages and is sent by post to all the employees.Information is also distributed to employees through bulletin board postings and e-mails.


Employees


Focus on talent managementAs part of personal career planning, MB Wafertec is committed to developing and

motivating in-house talent and supporting such individuals in specialist and managementpositions. With the help of the “Talent Management IRPP: Identify and Recognise Talent;Promote and Push Talent” strategy, talented employees are identified, developed, supportedand deployed in the best possible positions. Through this process, Meyer Burger would liketo provide highly motivated employees with career prospects so that it can retain them in thelong-term. The talent strategy supports the Group’s performance with the right person in theright place.

The development of in-house managers, generating corporate performance bydeveloping experts and skilled workers, employer branding, employee retention throughtraining-based development, university marketing and the development of young managerscan therefore be listed as strategic focal points in training and continuing professionaldevelopment. All managers, future managers and talented employees receive a minimum of1.5 days management training per year. Specialist courses, continuing professionaldevelopment, coaching, etc. are decided individually together with the employees in theannual appraisals held for all staff and in the process of agreeing on objectives.

In addition, MB Wafertec has also had an apprenticeship training programme formany years. The company had 40 apprentices training in six vocational groups as of August2011 (the apprenticeship year always begins in August). The number of apprentices in eacharea can be seen in the accompanying graphic. From August 2012 onwards, MB Wafertecwill further expand the number of apprenticeships in the commercial and design engineeringareas.

Eight apprentices successfully completed their training in July 2011. Seven of theeight were taken on as permanent employees by MB Wafertec in August 2011. The companywants to create loyalty to the company in potential future employees and combat the shortageof skilled workers as an investment in the future. If apprentices leave the company aftercompleting their qualifications, MB Wafertec wants to ensure that they are able to enter theworld of employment with high-quality professional experience.

Strong basis in a flexible marketAt the end of 2011, MB Wafertec employed a total of 578 people (2010: 706

including temporary employees). The scope of the first sustainability report by Meyer BurgerTechnology Ltd is the Thun site and for this reason, employee numbers are not broken downby region. The MB Wafertec workforce was made up of 528 permanent employees (2010:457), 4 temporary employees (2010: 214) and 46 apprentices and trainees (2010: 35). Thestrong decline in the market and consequent need to reduce personnel at the end of 2011was mostly absorbed by a substantial reduction in the number of temporary employees thusenabling the retention of permanent employee know-how within the company. During thesame period, the number of apprenticeships offered was increased with the addition of theIT and logistics professional groups.

Excluding temporary employees, the workforce can be allocated into 511 (2010:432) full-time equivalents and 63 (2010: 63) part-time posts.

Autom

ationmec

hanics

13Inform

ationtech

nology

2

Com

mercial

3

Des

ignen

gine

ering8

Logistics1

Polym

echa

nics

13

Apprentices byprofessionNo. of persons


Employee breakdown:MB Wafertec employees 2011 2010

Total at year-end 578 706

Permanent employees 528 457

Temporary employees 4 214

Apprentices and trainees 46 35

The gender breakdown is as follows: 495 male employees (2010: 416) and 79 femaleemployees (2010: 76). Female employees make up 13.76% of the MB Wafertec employeepopulation and can be broken down into the following categories: 2 members of the ExecutiveBoard, 25 senior executives, 49 employees (LCR 5) and 3 apprentices or trainees.

The company’s age structure remained largely constant compared to the previousreporting year and shows a preponderance of employees in the younger and middle agegroups: 41% were less than 30 years old, 44.8% between 30 and 50, and 14.2% were over50. The five members of MB Wafertec’s Executive Board are between 40 and 50 years old.

The employees occupy a very wide variety of roles and are divided into several levelsof competence and responsibility (LCR) ranging from LCR 1 (Executive Board) to LCR 5(general employees). The definition of the LCRs enables us to achieve certain nuances withinlargely standardised terms of employment and salary systems and therefore to address thespecific situation of individual employees. 0.6% of the male employees (2010: 1.2%) and2.5% of the female employees (2010: 1.3%) have Executive Board positions (LRC1). Thedecrease within the male employees is explained by one person moving to the Group level,leading to a vacancy at the end of 2011.

Male employees break down in the following different categories: 34.3%management(2010: 30.8%, LCR 2–4), 56.2% employees (2010: 60.3%), 8.7% apprentices and trainees(2010: 7.7%). The distribution of female employees is similar: 31.7% management (2010:34.2%), 62.0% employees (2010: 60.5%) and 3.8% apprentices and trainees (2010: 4.0%).

Gender distribution in MB Wafertec 2011Female

employeesMale

employees

Total at year-end 13.76% 86.24%

Executive Board 2.5% 0.6%

Management 31.7% 34.3%

Employees 62.0% 56.2%

Apprentices and trainees 3.8% 8.7%

The fluctuation rate in the reporting period was 4.92% (2010: 8.71%).

→ For further information on the Meyer Burger Group’s employees in Report to the FiscalYear 2011, see page 18.


High priority placed on employee health and work-life balanceHigh priority is given to employee health and safety. To promote their health and

well-being, events are held on the subject of self-management under pressure.Work-life balance is encouraged by the “Time for Money” programme and,

depending on the employees’ level of responsibility, by the possibility of compensation forovertime, home office work and a sabbatical after several years’ tenure with the company. Allemployees also receive regular information from KOPAS, the Association of Swiss BuildingEnvelope Companies (Verband Schweizer Gebäudehüllen-Unternehmungen).

The number of occupational accidents which occurred in 2011 was 15 (2010: 26),resulting in 81 days of absence (2010: 97.5). Illness and accidents are reported and countedfrom the first hour of absence onwards.

No infringements against statutory health and safety regulations were reportedin 2011. However 6 incidents in production infringed upon the voluntary internal rules ofconduct (2010: 12). In the event of occupational accidents due to non-compliance with safetyregulations, an analysis is undertaken and appropriate actions defined.

In the event of accidents to MB Wafertec employees, the company’s insurancecovers the costs of private care in hospitals worldwide as well as providing a per diemsickness benefit. The company also offers 16 weeks’ maternity leave. An employee stockprogramme is made available to members of the Board of Directors, the Executive Board andother selected employees of Group companies and is based both on individual performanceas well as overall business performance.

As in the previous year all eligible employees have company pension insurance inthe form of defined contribution plans.

To ensure coverage for its obligations, MBWafertec has taken a comprehensiveinsurance solution not only for death and invalidity risk, but also for longevity and investmentrisk within the collective insurance foundation of a life insurance company.

Responsible behaviour at every levelLong-term business success depends on sustainable, responsible behaviour in the

international market. The Code of Conduct is therefore one of the most important principlesof Meyer Burger’s corporate and business management and is an integral part of the termsof employment which are signed by all new employees. This Code of Conduct defines thebusiness, professional and ethical standards of the Meyer Burger Group. The Board ofDirectors, the Executive Board and all Meyer Burger employees, including temporaryemployees and consultants, are expected to conduct themselves in accordance with theseguidelines and to complete all their work without exception in compliance with the MeyerBurger Code of Conduct. To underscore the high status of the Code of Conduct, the Boardof Directors appointed the Group’s Chief Financial Officer, Michel Hirschi, as Code of ConductOfficer in 2007.


The Code of Conduct sets the principles and guidelines which support cooperationbetween the members of the Meyer Burger Group. It mandates equality of opportunity for ouremployees and prohibits mobbing or harassment in the workplace. The Code of Conductencompasses all conduct with contract partners and customers and it mandates the strictestmaintenance of commercial and business confidentiality while obliging the report any kind ofmisconduct.

In the event of uncertainty or doubt, employees may approach their line managers,the Code of Conduct Officer or other members of the Executive Board for advice or supportat any time. This also applies to possible discrimination of any kind. No cases of discriminationwere reported in the period under review.

New state-of-the-art building complexMB Wafertec has consistently increased its production over the past years and now

occupies around 20 buildings at 17 sites in and around Thun. These workplaces andproduction facilities are leased which is why no quantitative data on operational ecology iscurrently available for the reporting period. Employees are, of course, still expected to treatenergy and materials as economically as possible in their day-to-day work. For example,issues such as electricity consumption and the economical use of printers are an integral partof the company induction programme for new employees.

On the grounds of capacity and efficiency, the decision was taken to bring together allthe MBWafertec locations into one new complex in Thun. Meyer Burger Technology Ltd will alsohave its offices in the new premises. The move to the first new building will begin in May 2012.

To ensure the best possible processes for future production operations as wellas optimum working conditions for research and development and the other departments,two buildings are being constructed for more than 700 employees on an area of around15,000 m2. Naturally, the design of the new complex is energy-optimised (Minergie standard)and equipped with solar modules on the roof and facade covering an area of approximately4,000 m2. A 580 kWp photovoltaic system will be constructed and supported by the coolingeffect of the extensive roof greening of the production hall. The goal is to provide heatingusing ground water and the latest geothermal technology as well as cooling for the buildingsand operations. As far as possible, the heat generated by operations, for example bymachinery in the production hall, the residual heat from the air compressors and thetransformer room, or residual heat from PCs and employees, will be fed into building servicesthrough heat recovery. In addition, care was taken to ensure that contractors and materialsused in the construction of the buildings came from the surrounding region.

Local rootsAs at all its locations, Meyer Burger Technology Ltd places great value at its Thun

site in working in and for the region and being recognised as a local player. An emphasis isplaced, whenever possible, on working with local Swiss suppliers.


New sponsorship concept makes solar energy an experienceA new sponsorship concept was developed and approved by the Executive Board

of Meyer Burger Technology Ltd in the reporting period. Clear guidelines and focal pointswere established to harmonise the sponsorship content with corporate strategy, thecompany’s general positioning and the marketing and communications strategy. At the sametime, the individual stakeholder groups were re-analysed and redefined. The resulting conceptfocuses on youth and sport and on sustainability. With its new sponsoring concept, MeyerBurger aims to raise goodwill by enhancing its image and increasing awareness and a deeperunderstanding of the Group on a national level.

By sponsoring a touring exhibition about climate and the environment which isvisiting a number of Swiss museums, Meyer Burger intends to introduce the general public tonew technologies and make them aware of the potential of renewable energy.

Meyer Burger Technology Ltd supports aid projects in Africa and India which combatpoverty with solar energy while at the same time protecting the climate and practisingsustainable economics.

In 2011 two projects were supported which are ambassadors of solar technologyand in this respect also of Swiss technology. Planet Solar, the first round-the-world expeditionby solar-powered boat, received a one-time contribution of TCHF 25.0. The projectdemonstrates that current solar technology is reliable and powerful, while providing researchinto renewable energies with a decisive boost.→ For more information: http://www.planetsolar.org/de/home.html

With its subsidiary 3S Swiss Solar Systems Ltd as a Specialised Partner, the MeyerBurger Group committed to one of the greatest adventures of the early 21st century:Solar Impulse.

Solar Impulse plans to write the next chapter in the history of aviation with solarenergy. On its way to circumnavigating the globe without fuel or pollutants, Solar Impulse willcontribute to research and innovation in the services of renewable energy sources,demonstrate the importance of the new technologies to sustainable development andcontinue the scientific adventure under the banner of dreams and emotions.

The commitment to Solar Impulse is not a matter of making a traditional cashpayment but is rather one of technological support with a value of around TCHF 150.0 for theconnection of the high-performance solar cells that will be used in the second Solar Impulseaircraft.

Funding in the amount of TCHF 25.5 was also allocated to small support projects inthe reporting period.


Milestones

2011 Acquisition of Roth & Rau AG, Hohenstein-Ernstthal (DE), with its cutting-edge productsand technologies for the next generation of crystalline silicon solar cells. Further expansionof market leadership position along the photovoltaic value chain. Within Meyer BurgerGroup, Roth & Rau AG forms the new technology and competence centre in “cells”

2010 Acquisition of SGS Slicing Solutions, Inc., Colombia, New Jersey, USA, and of SGSMachine Tool, LLC, Hillsboro, Oregon, USA, two long-standing strategic sales andservice partners, by means of an asset purchase agreementAcquisition of the remaining 34% share capital of Hennecke (Hennecke SystemsGmbH)Merger with 3S Industries Ltd, the leading provider of manufacturing equipment andentire production lines for the manufacture of solar modules, with its centres ofexcellence 3S Modultech (laminating), Somont (electrical cell connection, solderingprocesses), Pasan (testing and measuring of solar cells and modules) and 3SPhotovoltaics (solar systems for facades, roofs, shading)

2009 Market launch of the BrickMaster for cutting multi-crystalline silicon ingots into squarebricksAcquisition of business activities of Diamond Wire (Diamond Materials Tech, Inc.,Colorado Springs, USA − producer of diamond wire)Acquisition of the remaining 49% share capital of AMB Automation (AMB Apparate +Maschinenbau GmbH)

2008 Acquisition of majority participations in Hennecke (Hennecke Systems GmbH –precision measurement and sorting systems for solar wafers) and AMB Automation(AMB Apparate + Maschinenbau GmbH −wafer handling and automation technologies)

2007 Market launch of a fully-automated and integrated brick line for mono-crystalline andmulti-crystalline silicon bricks

2006 Holding name changed to Meyer Burger Technology Ltd, incorporated in Baar,SwitzerlandInitial Public Offering on 23 November 2006 on SIX Swiss Exchange

2005 Market launch of wire saw DS 264Joint venture with SiC Processing (Wuxi) Ltd., Wuxi, China

2004 Market launch of band saw with rotating clamping table BS 805 for solar industry andof wire saw DS 265


2003 Market launch of diamond wire saws in cooperation with Diamond Wire (Diamond WireTechnology, Inc.), USAFoundation of subsidiaries in China and Japan, positioning in the Asian marketsEntering the Russian market through agreement with sales agent High Tech Solutions,MoscowEntering the Asian and American markets through cooperation with SiC to ensureslurry-recycling supply of Meyer Burger customers

2002 Launch of wire saw DS 261, specially targeted at 12" semiconductor industryFurther development of band saw BS 800 into BS 801

2000 Market launch of the first wire saw DS 262, which was specifically targeted at the solarindustry

1999 Incorporation of Meyer & Burger Holding Ltd, incorporated in Zug, SwitzerlandMarket launch of the first band saw BS 800 for solar industry and of wire saw DS 261for semiconductor industry

1998 Development of band saw for wafer mass production

1992 Market launch of ID saw TS 207

1991 Market launch of wire saw DS 260

1985 Market launch of OD saw TS 121

1980 Development of a saw based on wire saw technology

1977 Market launch of ID saw TS 23Starting 1970: Development of ID saw and start of cutting of silicon wafers for thesemiconductor industry

1960 Market launch of OD saw TS 3

1953 Foundation of Meyer & Burger Ltd


Meyer Burger is fully committed to good Corporate Governance.

The Company relies on the recommendations of the Swiss Code of Best Practice forCorporate Governance by Economiesuisse and adheres to the standards of the directive oninformation relating to Corporate Governance by SIX Swiss Exchange, if applicable andsignificant to Meyer Burger.

1. Group structure and shareholders1.1 Group structureMeyer Burger Technology Ltd (subsequently referred to as “the Company”) is a holdingcompany organised in accordance with Swiss law and holds all companies belonging to theMeyer Burger Group either directly or indirectly.

Meyer Burger Group is one of the world’s leading providers of innovative systems andproduction lines based on semiconductor technologies. The entire Group is operationallymanaged by the Executive Board. The operational Group structure is organised according todifferent areas of responsibility of each member of the Executive Board. These responsibilitiesapply across the entire Group and on a global basis.

– Chief Executive OfficerOverall Operational Management, Strategy, Marketing & Sales, Corporate Communications,Human Resources

– Chief Financial OfficerFinance, Corporate Controlling, Treasury, Mergers & Acquisitions, Investor Relations, Tax& Legal, Group IT

– Chief Technology Officer (as of 1 April 2012, the CIO will also hold the role of CTO in adouble mandate)Management Research & Development

– Chief Innovation OfficerPlanning, Technology Development along process chain, Control and Organisation ofbusiness processes

– Chief Operating Officer (new position since 1 August 2011)Global Supply Chain Management, Global Services, selective key projects regardingprocesses and integration, certain selective group subsidiaries report directly to the COO

1.2 Listed companyThe shares (registered shares) of Meyer Burger Technology Ltd, headquartered in Baar,Switzerland, are listed on SIX Swiss Exchange (Valor No. 10850379, ISIN No. CH0108503795).The ticker symbol is MBTN. Meyer Burger Technology Ltd held 50,971 treasury shares as of31 December 2011. Other consolidated group companies together held 41,470 shares of

Corporate Governance


Meyer Burger Technology Ltd, which were issued in conjunction with the share participationprogramme and are reserved for allotment to eligible employees. The market capitalisation ofthe Company reached CHF 701.51 million as of 31 December 2011.

The nominal capital of the subsidiary Roth & Rau AG, headquartered in Hohenstein-Ernstthal(Germany), is recorded in the commercial register of the district court Chemnitz under HRB19213. The capital amounts to EUR 16,207,045.00, divided into 16,207,045 bearer shareswith a nominal value of EUR 1. As of 31 December 2011, 15,179,999 Roth & Rau shares werelisted at the prime standard of the Frankfurt stock exchange and traded on the stockexchanges of Berlin, Dusseldorf, Hamburg, Hanover, Munich and Stuttgart. The ISIN numberis DE000A0JCZ51 (WKN A0JCZ5) and the ticker symbol R8R. The 1,027,046 Roth & Raushares that were created as a result of the capital increase by way of contribution in kind,which was recorded in the commercial register of the district court Chemnitz on 6 April 2010,are currently not admitted for trading. As of 31 December 2011, Meyer Burger Technology Ltd(through its wholly owned subsidiary MBT Systems GmbH) held a participation of 89.17% inRoth & Rau AG and in addition through purchase agreements further 3.94% of the sharecapital and voting rights. Roth & Rau AG held no treasury shares as of 31 December 2011.The market capitalisation of the remaining free float of 10.83% of Roth & Rau AG amountedto EUR 30.8 million as of 31 December 2011.

1.3 Non-listed companies→ The scope of consolidation as of 31 December 2011 includes non-listed companies, whichare listed on page 92 in the financial section of this Annual Report.

1.4 Significant shareholdersThe Company is aware of the following shareholders, who according to Article 20 SESTA(Stock Exchange Act) held more than 3% of the voting rights based on the outstanding sharecapital as of 31 December 2011:

Shareholder Voting rights

BlackRock, Inc., USA-New York > 5%

Credit Suisse Asset Management Funds AG, CH-Zurich > 3%

Peter Pauli, CH-Möhlin1 3.21%

1 incl. employee shares held

Disclosure of shareholdings by various shareholders in accordance with Article 20 SESTAduring fiscal year 2011:

– Fondation Ethos, CH-1211 GenevaDisclosure as a group of shareholders together with Pictet Funds S.A., CH-1211 Geneva(Ethos and Pictet Funds) and Vontobel Fonds Services AG, CH-Zurich (Raiffeisen Funds):Exceeding the 3% threshold limit as of 1 January 2011, as a result of purchase transactions(disclosed participation 3.7695%). Going below the 3% threshold limit as of 2 September2011, as a result of sale transactions.

Market capitalisation CHF

701.5 M

Free Float over

96%


– Credit Suisse Asset Management Funds AG, CH-ZurichExceeding the 5% threshold limit as of 20 January 2011, as a result of purchase transactions(disclosed participation 5.09%). Going below the 5% threshold limit as of 30 March 2011, asa result of sale transactions (disclosed participation 4.9%). Exceeding the 5% threshold limitas of 25 July 2011, as a result of purchase transactions (disclosed participation 5.03%). Goingbelow the 5% threshold limit as of 28 July 2011, as a result of sale transactions (disclosedparticipation 4.99%).

– Pictet Funds SA, CH-GenevaExceeding the 3% threshold limit as of 11 February 2011, as a result of purchase trans-actions (disclosed participation 3.18%). Going below the 3% threshold limit as of 30 March2011, as a result of sale transactions (disclosed participation 2.99%).

– The Capital Group Companies, USA-Los AngelesExceeding the 5% threshold limit as of 15 February 2011, as a result of purchase trans-actions (disclosed participation 5.0273%). Going below the 5% threshold limit as of28 April 2011, as a result of sale transactions (disclosed participation 4.8155%). Goingbelow the 3% threshold limit as of 28 June 2011, as a result of sale transactions.

– Gerhard Knoll, DE-UmkirchGoing below the 3% threshold limit as of 24 March 2011, through holding by Ernst Knoll HoldingGmbH, DE-Umkirch (100% controlled by Gerhard Knoll), as a result of sale transactions.

– Vontobel Fonds Services AG, CH-ZurichGoing below the 5% threshold limit as of 19 April 2011, as a result of sale transactions(disclosed participation 4.9944%). Going below the 3% threshold limit as of 6 December2011, as a result of sale transactions.

– BlackRock, Inc., USA-New YorkExceeding the 3% threshold limit as of 27 April 2011, as a result of purchase transactions(disclosed participation 3.32% in equity securities and 0.003% in sale positions). Exceedingthe 5% threshold limit as of 24 May 2011, as a result of purchase transactions (disclosedparticipation 5.2% in equity securities and 0.01% in sale positions).

– Meyer Burger Technology Ltd, CH-BaarGoing below the 3% threshold limit in sale positions in conjunction with outstandingemployee options and employee shares, as of 2 May 2011 (employee options were grantedin different years since 2006 until 2010, and employee shares with retention period weregranted since 2010).

– Swisscanto Asset Management AG, CH-ZurichGoing below the 3% threshold limit as of 28 June 2011, as a result of sale transactions.

– William Blair & Company, LLC, USA-ChicagoExceeding the 3% threshold limit as of 26 September 2011, as a result of purchase


transactions (disclosed participation 3.03%). Going below the 3% threshold limit as of9 November 2011, as a result of sale transactions.

Details on the individual disclosure notices mentioned above are available on the website ofSIX Swiss Exchange under the direct linkhttp://www.six-swiss-exchange.com/shares/companies/major_shareholders_en.html

1.5 Cross-shareholdingsMeyer Burger Technology Ltd did not have any cross-shareholdings with other companies asof 31 December 2011.

2. Capital structure2.1 Capital structure as of 31 December 2011

Ordinary share capital CHF 2,386,104.50(registered in the commercial register: CHF 2,340,966.75)47,722,090 fully paid-in registered shares with a nominal value of CHF 0.05 each(registered in the commercial register: 46,819,335 registered shares)

Conditional share capital CHF 128,679.40(according to Articles of Association: CHF 173,817.15)2,573,588 registered shares with a nominal value of CHF 0.05 each for exercising ofoption rights granted to employees and members of the Board of Directors of theCompany or of group companies(according to Articles of Association: 3,476,343 registered shares)

CHF 200,000.00(according to Articles of Association: CHF 200,000.00)4,000,000 registered shares with a nominal value of CHF 0.05 eachfor exercising of conversion and/or option rights in conjunction with convertiblebonds, bonds with option rights or similar financial market instruments of theCompany or of group companies(according to Articles of Association: 4,000,000 registered shares)

Authorised share capital CHF 170,684.60(according to Articles of Association: CHF 170,684.60)3 ,413,692 registered shares with a nominal value of CHF 0.05 each,issuance possible until 29 April 2012(according to Articles of Association: 3,413,692 registered shares)

2.2 Conditional share capitalIn accordance with Article 3b of the Company’s Articles of Association, dated 20 April 2011,the share capital may be increased by a maximum amount of CHF 173,817.15 by means ofthe issuance of no more than 3,476,343 fully paid-in registered shares with a nominal valueof CHF 0.05 each, by virtue of the exercise of option rights granted to employees andmembers of the Board of Directors of the Company or of group companies in accordancewith a plan to be worked out by the Board of Directors. The preferential rights of theshareholders shall be excluded.

In accordance with Article 3c of the Company’s Articles of Association, dated 20 April 2011,the share capital may be increased by a maximum amount of CHF 200,000.00 by means ofthe issuance of no more than 4,000,000 fully paid-in registered shares with a nominal value of


CHF 0.05 each, by virtue of the exercise of conversion and/or option rights in conjunction withconvertible bonds, bonds with option rights or similar financial market instruments of theCompany or of group companies.

The preferential rights of the shareholders shall be excluded in connection with the issuanceof convertible bonds, bonds with option rights or other financial market instruments, whichcarry conversion and/or option rights. The then current owners of conversion and/or optionrights shall be entitled to subscribe for the new shares.

The acquisition of shares through the exercise of conversion and/or option rights and eachsubsequent transfer of the shares shall be subject to the restrictions set forth in Article 4 ofthe Articles of Association (in reference to limitations for registration in the share register).

The Board of Directors may limit or withdraw the right of the shareholders to subscribe inpriority to convertible bonds, bonds with option rights or similar financial market instrumentswhen they are issued, if:

1) the financial market instruments with conversion or option rights are issued in conjunctionwith the financing or refinancing of the acquisition of an enterprise or parts of an enterpriseor with participations or new investments of the Company; or

2) an issue by firm underwriting by a bank or a consortium of banks with subsequent offeringto the public without preferential subscription rights seems to be the most appropriateform of issue at the time, particularly in terms of the conditions or the time plan of theissue.

If advance subscription rights are denied by decision of the Board of Directors, the followingshall apply:

1) conversion rights may be exercisable only for up to 10 years, option rights only for up to7 years from the date of the respective issuance; and

2) the respective financial market instruments must be issued at the relevant marketconditions.

2.3 Authorised share capitalIn accordance with Article 3a of the Articles of Association, dated 20 April 2011, the Boardof Directors is entitled to increase the share capital of the Company by not more thanCHF 170,684.60 until 29 April 2012 by virtue of the issuance of a maximum of 3,413,692 fullypaid-in registered shares with a nominal value of CHF 0.05 each.

The Board of Directors is entitled to limit or exclude the advance subscription rights of theshareholders and allocate them to third parties, if the new shares are to be used:

1) for the acquisition of enterprises, parts of enterprises, participations or new investmentplans;

2) for the financing or refinancing of the acquisition of enterprises, parts of enterprises,participations or new investment plans; or


3) for the placement of shares in the capital market.

Shares, for which advance subscription rights have been granted but not exercised, shouldbe used in the interests of the Company.

The increase can take place by means of a firm underwriting and/or in partial amounts. TheBoard of Directors is entitled to set the issue price of the shares, the type of contribution, aswell as the date of entitlement to dividends. Shares issued under these terms are subject tolimitations for registration in the share register in accordance with Article 4 of the Articles ofAssociation of the Company.

2.4 Changes in capital over the past three reporting yearsin TCHF 31.12.2011 31.12.2010 31.12.2009

Share capital 2386 2279 1605

Capital contribution reserve 229685 – –

General reserves 4457 175276 89141

Reserve for treasury shares 2090 574 –

Retained earnings 145338 51930 34293

Total equity 383956 230059 125039

2.4.1 Changes in capital during 2011In conjunction with the execution of share exchange contracts regarding the takeover ofRoth & Rau AG, the Company issued a total of 1,086,308 registered shares out of itsauthorised share capital on 10 April and 20 April 2011. By virtue of these capital increases,the ordinary share capital was increased by CHF 54,315.40. The authorised share capitalwas reduced by the same amount to CHF 170,684.60. The registrations of the correspondingchanges of the Articles of Association (from 10 April and 20 April 2011) were recorded in thecommercial register on 11 April and 21 April 2011.

As a result of the exercise of 573,907 employee options between 15 January 2010 and28 February 2011, the ordinary share capital was increased by CHF 28,695.35 (in the timeperiod 1 January 2011 to 28 February 2011, a total of 148,304 employee options wereexercised). The conditional share capital for exercising of option rights granted to employeesand members of the Board of Directors decreased to CHF 173,817.15. The registration of thecorresponding change of the Articles of Association (15 March 2011) was registered in thecommercial register on 16 March 2011. Through the exercise of further 902,755 employeeoptions between 1 March and 31 December 2011, the ordinary share capital was againincreased by CHF 45,137.75 and the conditional share capital for exercising of option rightswas reduced correspondingly to CHF 128,679.40. The registration of this change in capitalhas not been registered in the commercial register yet.

In total, the ordinary share capital increased from CHF 2,279,236.15 (outstanding capital asof 31 December 2010) by CHF 106,868.35 to CHF 2,386,104.50 during fiscal year 2011(registered in the commercial register as of 31 December 2011: CHF 2,340,966.75).


2.4.2 Changes in capital during 2010In conjunction with the successful conclusion of the merger with 3S Industries Ltd, theExtraordinary Meeting of Shareholders held on 14 January 2010 approved a share split in aratio of 1:10 and an increase in the ordinary share capital. The Board of Directors decided toimplement the share capital increase of CHF 625,231.20 to CHF 2,229,763.70 (capital as inthe commercial register) directly after the shareholders meeting.

In the time span between 1 January – 14 January 2010, 1,550 employee options (after theshare split on 14 January 2010: 15,500 options) were exercised and the ordinary sharecapital therefore increased by CHF 775. The capital increase was determined by the Boardof Directors on 4 February 2010 and registered with the commercial register.

As of 4 February 2010, the ordinary share capital of the Company amounted to CHF2,230,938.70 (44,618,774 registered shares with a nominal value of CHF 0.05 each). Theconditional capital amounted to CHF 202,512.50 (4,050,250 registered shares with a nominalvalue of CHF 0.05 each) for exercising of option rights granted to employees and membersof the Board of Directors, and to CHF 150,000.00 (3,000,000 registered shares with anominal value of CHF 0.05 each) for exercising of conversion and/or option rights inconjunction with convertible bonds, bonds with option rights or similar financial marketinstruments. The authorised capital amounted to CHF 188,500.00 (3,770,000 registeredshares with a nominal value of CHF 0.05 each). Further details to the capital structure afterthe merger are available on page 30 of the Annual Report 2009. The Report is available onthe Company website under:

http://www.meyerburger.com/en/investor-relations/financial-reports/archive/

In conjunction with the successful conclusion of the purchase contract for the remaining 34%participation in Hennecke Systems GmbH, the Company issued 540,346 registered shareson 22 April 2010 out of the existing authorised share capital at that time. The ordinary sharecapital increased by CHF 27,017.30 to CHF 2,257,956.00 (45,159,120 registered shares witha nominal value of CHF 0.05 each). At the same time, the authorised capital decreased by thecorresponding amount of CHF 27,017.30 to CHF 161,482.70.

The General Meeting of Shareholders on 29 April 2010 resolved, in line with the proposals ofthe Board of Directors, the following changes in capital:

1) increase of the conditional share capital for convertible bonds and/or bonds with optionsor other financial market instruments from previously existing CHF 150,000.00 (3,000,000registered shares) to CHF 200,000.00 (4,000,000 registered shares).

2) continuation and a respective increase of the authorised share capital to CHF 225,000.00(4,500,000 registered shares), issuance possible until 29 April 2012.

As a result of the exercise of options, the ordinary share capital increased until the end offiscal year 2010 by CHF 21,280.15 (425,603 registered shares) to CHF 2,279,236.15(45,584,723 registered shares). The conditional share capital for exercising of option rightsgranted to employees andmembers of the Board of Directors decreased by the correspondingamount to CHF 181,232.35 (3,624,647 registered shares). The registration of thecorresponding change in the commercial register was done on 21 March 2011.


2.4.3 Changes in capital during 2009In conjunction with the successful conclusion of the purchase contract for the businessactivities of Diamond Wire Technology, LLC, the Company issued a total of 163,000registered shares out of the existing authorised share capital in September 2009. As a result,the ordinary share capital of the Company increased by CHF 81,500.00 to CHF 1,594,595.00and the authorised share capital decreased to CHF 188,500.00.

As a result of the exercise of 19,875 employee options between 1 January and 16 December2009, the conditional share capital for exercising of option rights granted to employees andmembers of the Board of Directors decreased as of 16 December 2009 from CHF 213,625.00to CHF 203,687.50. The ordinary share capital increased by CHF 9,937.50 fromCHF 1,594,595.00 to CHF 1,604,532.50. The registration of the change in the Articles ofAssociation in the commercial register was done on 17 December 2009.

Between 17 December 2009 and 31 December 2009, an additional 800 employee optionswere executed. The conditional share capital for exercising of option rights granted toemployees and members of the Board of Directors decreased as of 31 December 2009 fromCHF 203,687.50 to CHF 203,287.50. The ordinary share capital increased by CHF 400.00from 1,604,532.50 to CHF 1,604,932.50. The registration of the corresponding change in thecommercial register was done, together with the change in capital in conjunction with themerger with 3S Industries Ltd, on 15 January 2010.

2.5 SharesThe share capital of Meyer Burger Technology Ltd, as of 31 December 2011, was divided into47,722,090 registered shares (number of registered shares reflected in the commercial registeras of 31 December 2011was 46,819,335) with a nominal value of CHF 0.05 each. All shares arefully paid-in. Each share is entitled to one vote. All shares are entitled to dividends. The Companyrecognises only one entitled party for each share. A share register is kept on the shares issued,in which the owners, usufructuaries and nominees of the registered shares are entered alongwith the name, domicile, address and nationality. The entry in the share register depends onidentification by means of transfer of the ownership interest or the creation of a usufruct in thecorrect form and in accordance with the Articles of Association.The Company will only consideras shareholders those, who are registered in the share register.

2.6 Participation or bonus certificatesThe Company has neither participation nor bonus certificates outstanding.

2.7 Limitations on transferability and nominee registrationsAs a matter of principle, the Articles of Association of the Company do not include anyrestrictions on transferability.

– Acquirers of registered shares are entered into the share register upon request asshareholders with voting rights provided that they expressly declare that they haveacquired these registered shares on their own behalf and for their own account.

1Share:1Vote


– The Board of Directors may enter nominees with up to a maximum of 3% of the registeredshare capital as recorded in the commercial register with voting rights in the share register.In accordance with this regulation, nominees are persons who do not expressly declare inthe share register entry that they hold the shares for their own account and with whom theBoard of Directors has entered into an agreement to this effect.

– Beyond this limit the Board of Directors can enter registered shares of nominees withvoting rights in the share register, if the nominee in question states the name, address andshareholdings of those persons for whose account it holds 0.5% or more of the registeredshare capital as recorded in the commercial register.

– Legal entities or partnerships or other associations or joint ownership arrangements whichare linked through capital ownership or voting rights, through common management or inlike manner, as well as individuals, legal entities or partnerships (especially syndicates)which act in concert with intent to evade the entry restrictions are considered as oneshareholder or nominee.

– The entry restrictions also apply to registered shares that were purchased or acquiredthrough the exercising of advance subscription rights, options or conversion rights.

2.8 Convertible bonds, options, share participation programmeAs of 31 December 2011, Meyer Burger Technology Ltd did not have any convertible bondsoutstanding.

Option plan (until the end of fiscal year 2009)The Board of Directors of the Company had adopted an option plan in fiscal year 2006 forthe members of the Board of Directors and the members of the Executive Board as well asfor other key employees within the Group. Based on this plan, the Board of Directors grantedoptions. The options were granted free of charge and are non-transferable. Each optionentitled to subscribe to a registered share (nominal value of CHF 0.05) in accordance with theconditions determined by the Board of Directors. After a defined vesting period, the optionscould be exercised during the exercise period but only if a valid employment contract orBoard membership existed. Options that have not been exercised will be forfeited after expiryof the exercise period.

Outstanding options as of 31 December 2011Date of grant No. of options Exercise price Ratio Vesting period Exercise period

04.11.20081 109250 CHF 15.37 1 : 1 2 years 04.11.2010–04.11.2012

07.09.20091 411200 CHF 19.50 1 : 1 2 years 07.09.2011–06.09.2013

18.01.20102 6074 CHF 2.12 1 : 1 2 years 14.01.2010–13.01.2012

8653 CHF 2.12 1 : 1 2 years 14.01.2010–13.01.2012

74092 CHF 13.44 1 : 1 2 years 01.09.2010–31.08.2012

126688 CHF 19.04 1 : 1 2 years 01.09.2011–31.08.2013

1For the options that had been granted in the years 2008–2009 out of the option programme of Meyer Burger TechnologyLtd, the number of options and the exercise prices were adjusted in January 2010 in the same ratio (1:10) as the sharesplit of the registered shares took place (ratio of 1:10).


2On the date of the merger between the Company and 3S Industries Ltd on 15 January 2010, 3S Industries Ltd had a totalof 930,050 options outstanding, which were exercisable into one 3S share each. Out of this total, 625,100 of theseoptions were directly exercisable, whereas 304,950 options were not exercisable yet. Meyer Burger Technology Ltdallocated with effect from 14 January 2010, out of the existing share capital of the Company, to the beneficiary owners ofthese options a corresponding amount of options exercisable into shares of the Company in accordance with theexchange ratio of 1.12:1 as agreed in the merger contract. The exercise price was adjusted taking into consideration theexchange ratio and the fact that the beneficiaries should not receive worse conditions than under the existing participationplans of 3S Industries Ltd.

The 735,957 options mentioned in the table correspond to 1.57% of the outstanding ordinaryshare capital of the Company as of 31 December 2011 (capital registered in the commercialregister).

Share participation programme (since fiscal year 2010)The Board of Directors approved in December 2009 a new share plan (which was applied forthe first time in fiscal year 2010) for the members of the Board of Directors and members ofthe Executive Board as well as for other selected employees within the Group. The Board ofDirectors determines the individual participants of the plan at its own discretion. Shares mayonly be allocated to employees with an employment contract of indefinite term and inpositions not under notice, and to serving members of the Board of Directors, who have notsubmitted their resignation.

Each participant receives an individual offer letter, stipulating the number of shares beingoffered, the acquisition price per share, the payment conditions, the period within which theparticipant has to declare acceptance of the offer, as well as the (optional) retention periods.Within this acceptance period, the participant has to 1) declare acceptance of the offer,2) declare, which retention period that was set by the Board of Directors, he/she wishes tobe applied in acquiring the shares, 3) pay the full acquisition price for all shares, which theparticipant wishes to acquire. The shares, which the Board of Directors has allocated, havea vesting period of 2 years and an optional retention period that can be selected by theparticipant of either zero, three or five years (following the end of the vesting period). Duringthe vesting period and the (optional) retention period, the participants cannot sell (in part orentirely), transfer, pledge or debit the shares in any form. Shares acquired under this planforfeit in the event that the employee gives his/her notice or the Company ends theemployment relationship prior to expiration of the vesting period (subject to special situationssuch as retirement, death or permanent incapacity for work due to invalidity, etc.). The samerule applies in the event of the voluntary resignation of a member of the Board of Directors (orde-selection by shareholders at a Meeting of Shareholders) prior to expiration of the vestingperiod.

The Board of Directors is also entitled to set different modalities from the above mentionedconditions for participants domiciled outside of Switzerland. It will thereby aim for equaltreatment of the participants taking into account the tax differences within the different statesof domicile (slightly modified conditions are currently applied for employees in Germany(deferred acquisition of ownership, no retention period), the USA (no retention period) and inChina and Spain, where employees have been offered so-called phantom shares).


Number of shares outstanding as of 31 December 2011 that was offered under the shareparticipation programmeDate of grant No. of shares Acquisition price Vesting period

15.12.2010 128510 CHF 0.05 01.12.2010–30.11.2012

07.07.2011 135200 CHF 0.05 01.07.2011–30.06.2013

The 263,710 registered shares mentioned in the table correspond to 0.56% of the outstandingordinary share capital of the Company as of 31 December 2011 (capital registered in thecommercial register).

The total amount of share capital for the option and share participation programme togetheramounts to 2.14% of the outstanding ordinary share capital of the Company as of 31December 2011 (capital registered in the commercial register).

3. Board of DirectorsBoard of Directors as of 31 December 2011Name Born Position First elected Elected until AGM

Peter M. Wagner 1953 Chairman 2006 2012

Dr Alexander Vogel 1964 Vice Chairman 1999 2012

Rudolf Samuel Güdel 1949 Member 2010 2013

Peter Pauli 1960 Delegate, CEO 2011 2014

Dr Dietmar Roth 1949 Member 2011 2014

Heinz Roth 1954 Member 2009 2012

Prof Dr Konrad Wegener 1958 Member 2010 2013

Peter M. WagnerChairman, currently executive member of the Board of Directors, German citizen

Education Studies in mathematics and physics at the University Mainz, DE-MainzDegree in mathematics

1978–1987 Software engineer at Alcatel SEL AG (previously Standard Elektrik Lorenz AG),DE-Stuttgart

1987–1989 Assistant to the Chief Executive Officer and afterwards Head of Business UnitProduct Strategies and Synergies of Alcatel SEL AG, DE-Stuttgart

1989–1995 Head of Business Unit Telecommunications Systems at Alcatel SEL AG,DE-Stuttgart

1995–1998 Managing Director at Wandel & Goltermann Management Holding GmbH,DE-Eningen

1998 Chief Executive Officer of Wandel & Goltermann Management Holding GmbH,DE-Eningen

1998–2000 Chief Executive Officer of Wavetek Wandel Goltermann GmbH, DE-Eningen andPresident/CEO of Wavetek Wandel Goltermann, Inc., USA-Raleigh/NC

2000–2004 Chief Executive Officer of debitel AG, DE-StuttgartSince 2004 Independent business consultant, DE-Überlingen


2007–2008 On ad interim basis: Head of Research & Development at Meyer Burger Ltd,CH-Thun

2010–2011 On ad interim basis: Chief Operating Officer at AMB Apparate + MaschinenbauGmbH, DE-Langweid

2011 Member of the Supervisory Board of Roth & Rau AG, DE-Hohenstein-ErnstthalSince 2011 On ad interim basis: Chief Executive Officer of Roth & Rau AG, DE-Hohenstein-

Ernstthal

Since 1990, many mandates as a member of supervisory boards or in similar positions atvarious technology companies and organisations, including: Member of the Supervisory Boardof Deutsche Messe AG, DE-Hanover; member of the Chairmanship of DEKRA e.V., DE-Stuttgart; member of the Main Supervisory Board of the Bundesverband Informationswirtschaft,Telekommunikation und neue Medien e.V. (Federal Association of IT, Telecommunications andNew Media), DE-Berlin (BITKOM) and President of the Verband der Anbieter vonTelekommunikations- und Mehrwertdiensten e.V. (Association of Telecommunications andValue-Added Services Providers), DE-Cologne/DE-Berlin (VATM); member of the AdvisoryBoard of the Wissenschaftliche Institut für Kommunikationsforschung (Scientific Institute forCommunications Research), DE-Bonn (WIK).

Mandates in 2011: Chairman of the Supervisory Board of DATAGROUP IT Services HoldingAG, DE-Pliezhausen (until February 2011); Chairman of the Supervisory Board of KEYMILEInternational GmbH, AT-Vienna (until September 2011); Chairman of the Supervisory Boardof Roth & Rau AG (August – October 2011), Chief Executive Officer of Roth & Rau AG,DE-Hohenstein-Ernstthal (ad interim) since October 2011; Chairman of the Advisory Board ofthe Stiftung für konkrete Kunst (Foundation for Concrete Art), DE-Reutlingen.

→ Further details to the services as COO of AMB Apparate + Maschinenbau GmbH, tostrategic consulting for Somont GmbH and as Chairman of the Supervisory Board and ChiefExecutive of Roth & Rau AG, respectively, are available in Note 6.34.4 “Related party trans-actions” on page 154.

Dr Alexander Vogel, LL.M.Vice Chairman, non executive member of the Board of Directors, Swiss citizen

Education Studies in business administration and law at the University St. Gall, CH-St. GallDissertation in the area of company and group lawResearch project of the national fund in the area of group lawLicensed to practice law, licensed notary (Lucerne and Zug)Postgraduate studies (LL.M.) at Northwestern University in Chicago, USA-Chicago

1992–1999 Associate at law firm meyerlustenberger in Zurich and ZugActivities in the areas of company and commercial law, as well as banking,financial and capital market law

1994 Active for law firm Mayer Brown & Platt in Chicago, licensed to practice law inNew York

Since 2000 Partner at law firm meyerlustenberger in Zurich and Zug, Head Practise Groupcommercial and financial market law, various publications and lectures incommercial and financial market law


Member of the Board of Directors of I.P.S. Innovative Packing Solutions AG, CH-Baar, aswell as various medium-sized companies in Switzerland. Member of the Board and Secretaryof the Swiss Association of Investment Companies (SAIC). No significant official functions orpolitical offices.

Meyer Burger obtains consultancy services in legal cases from various law firms, includingmeyerlustenberger, in which Dr Vogel is one of several partners. The Board of Directorsdecides about the amount of cooperation with meyerlustenberger as part of the approval ofthe annual budget. Thereafter, the Executive Board decides on awarding individual mandateswithout further consulting the Board of Directors.

→ Further details are available in Note 6.34.4 “Related party transactions” on page 154.

Rudolf Samuel GüdelNon executive member of the Board of Directors, Swiss citizen

Education Studies in machinery construction at the Federal Institute of Technology (ETH)Zurich, CH-ZurichMaster degree on thermal machines (Professor Traupel)

1970 Exchange semester in Korea and practical training in a South Korean powerplant

1972 Officer training in Swiss Army1973–1979 Efficiency engineer and Assistant to the Manager at the 135-MW-power plant of

Alusuisse aluminium plant in Northern Territory, AustraliaSince 1979 Owner and Delegate of the Board of Directors at Güdel Group Ltd (robotic and

automation) and Chief Executive Officer of Güdel Ltd, CH-Langenthal

Member of the Board of Directors of 3S Industries Ltd until the merger with Meyer BurgerTechnology Ltd. Member of the Board of Directors of VDMA Sector Robotics and Visions,DE-Frankfurt. Founding member of EUnited, BE-Bruxelles. Member of the Advisory Board ofUniversity of Applied Science, CH-Berne (BUAS). No further Board of Directors membershipsfor important Swiss or foreign organisations. No significant official functions or politicaloffices.

The Company procures services from and performs services to Güdel Group. The Board ofDirectors decides about the amount of cooperation with Güdel Group as part of the approvalof the annual budget. Thereafter, the Executive Board decides on awarding individual orderswithout further consulting the Board of Directors.


Peter PauliExecutive member of the Board of Directors, Delegate of the Board of Directors and ChiefExecutive Officer, Swiss citizen

→ For detailed information on Peter Pauli please refer to the section “Executive Board” onpage 69 of this Annual Report.


Dr Dietmar RothNon executive member of the Board of Directors, German citizen

Education Studies of physics in the faculty of Physics and Electronic Devices at today’sUniversity of Technology Chemnitz, DE-ChemnitzAfterwards three years of research studies in the same institute as Ph.D. studentand receipt of doctor’s degree in 1974

1974–1990 Scientific assistant with various tasks in thin film and surface technologyresearchUniversity lecturer in engineering education at the University of TechnologyChemnitz, DE-Chemnitz

1990 HabilitatedFounding member of Roth & Rau Oberflächentechnik GmbH, DE-Hohenstein-Ernstthal

1990–2001 Business Manager of Roth & Rau Oberflächentechnik GmbH2001–2011 Change of legal form of Roth & Rau Oberflächentechnik GmbH into Roth &

Rau AG in 2001Chief Executive Officer of Roth & Rau AG

Since 2011 Member of the Board of Directors of Meyer Burger Technology Ltd andindependent consultant

Member of the Board of Trustees of the Fraunhofer Institute for Solar Energy Systems (ISE),DE-Freiburg. Member of the Advisory Committee of the AiF Arbeitsgemeinschaft industriellerForschungsvereinigungen „Otto von Guericke“ e.V. (German Federation of Industrial ResearchFederations). Member of the Advisory Board of Deutsche Bank AG since 2010.

No further Board of Directors memberships for important Swiss or foreign organisations. Nosignificant official functions or political offices.

→ Details regarding the takeover of Roth & Rau AG and related transactions with Dr DietmarRoth are available in Note 6.32 on page 145.

Heinz RothNon executive member of the Board of Directors, Swiss citizen

Education Business School, Swiss Certified Banker, Graduate of Swiss Banking School1977–2002 Various management positions (international and national) at Credit Suisse Group,

including Key Account Manager Corporate Banking, Head Region Zurich North-West, Member of the Executive Board of Credit Suisse Private Banking andHead Central/Northern/and Eastern Europe, Member of the Executive Board ofCredit Suisse Financial Services and CEO Private Banking Switzerland

2002 Executive Program at Stanford UniversitySince 2003 Independent business consultant specialised in the financial sector (mandates as

member of the Board of Directors and mandates on a project basis)


Member of the Board of Directors of Vontobel Holding Ltd, CH-Zurich, and of Bank VontobelLtd, CH-Zurich from 2004 until 2009 (Member of Audit Committee, Chairman of IT Com-mittee). Member of the Board of Directors of Walter Meier Ltd, CH-Schwerzenbach (Chairmanof Audit Committee). Member of the Board of Directors of Banca Arner SA, CH-Lugano from2009 until 2011. Member of the Board of Directors of KORAS AG (Blaser Swisslube AG),CH-Hasle-Rüegsau. Member of the Board of Directors of various non-listed companies inSwitzerland and member of various foundation boards. President of the foundation DavosFestival from 2006 until 2011. No significant official functions or political offices.

The Company procures services from Blaser Swisslube AG (100% subsidiary of KORAS AG).The Board of Directors decides about the amount of cooperation with Blaser Swisslube AGas part of the approval of the annual budget. Thereafter, the Executive Board decides onawarding individual orders without further consulting the Board of Directors.


Prof Dr Konrad WegenerNon executive member of the Board of Directors, German citizen

Education Studies in machinery construction and doctorate in the equation of materialbehaviour of plastics at the Technische Universität (TU) Braunschweig, DE-Braunschweig

1990–1999 Schuler Pressen GmbH & Co. KG, DE-GöppingenTasks in restructuring the construction departmentsHead of project planning for series machinesDivisional Head of technical servicesPreparation of Schuler’s engagement in laser technology

1999–2003 Technical CEO of Schuler Laser Technology, DE-HeusenstammDevelopment and construction of large-scale welding installations for the shipbuilding and aviation industries, as well as welding and cutting equipment forapplications in the construction of vehicle bodywork and fabric cutting machineryLecturer on tensor calculation and continuum mechanics at TU Braunschweig,and on metal forming technology and machinery in DE-Darmstadt

2003–2011 Delegate of the Board of Directors of inspire Ltd, CH-ZurichSince 2003 Professor for production technology and tool machinery at the Federal Institute

of Technology (ETH) Zurich, CH-ZurichHead of the IWF (Institute for tool machinery and production) as well as the workgroups iwf and irpd of inspire Ltd, a transfer centre for production technology atthe ETH ZurichMember of the Board of Directors of inspire Ltd, CH-Zurich

Member of the Board of Directors of 3S Industries Ltd until the merger with Meyer BurgerTechnology Ltd. Member of the Board of the Swiss Association for Welding Technology. Nosignificant official functions or political offices.

No significant business relationship with the Company or one of its group companies.


Changes in the Board of Directors during fiscal year 2011Peter Pauli had already been a member of the Board of Directors from 2002 until theExtraordinary General Meeting on 14 January 2010. He stepped down from the Board as ofthat date (in conjunction with the merger with 3S Industries Ltd). The Board of Directorsproposed to the General Meeting of Shareholders held on 21 April 2011 to elect Peter Pauliagain as a member of the Board of Directors for a term of office of three years. The GeneralMeeting followed the proposal and elected Peter Pauli as a Board member with a large majority.

In consideration of the takeover of Roth & Rau AG, Dr Dietmar Roth was elected by theGeneral Meeting of Shareholders held on 21 April 2011 for a term of office of three yearsunder the conditions precedent of Dr Roth’s resignation from the Executive Board of Roth &Rau AG and the closing of the public tender offer. The tender offer was closed on 9 August2011 and Dr Roth stepped down from the Executive Board of Roth & Rau AG on 3 October2011. He took office as a member of the Board of Directors of Meyer Burger Technology Ltdas of 3 October 2011.

Rolf Wägli stepped down from the Board of Directors at his own request on 18 July 2011.

Executive activities for the Company or one of its group companiesThe non executive members of the Board of Directors, Dr Alexander Vogel, Rudolf SamuelGüdel, Heinz Roth and Prof Dr Konrad Wegener have never been members of the ExecutiveBoard of the Company or one of the group companies. Peter M. Wagner acted as Head ofResearch & Development at Meyer Burger Ltd on an ad interim basis from July 2007 untilmid-December 2008. He acted as COO of AMB Apparate + Maschinenbau GmbH on an adinterim basis from May 2010 until March 2011. In fiscal year 2011, he also advised SomontGmbH on strategic issues. Mr Wagner acted as Chairman of the Supervisory Board of Roth& Rau AG from August 2011 until October 2011. Since October 2011, he coordinates theExecutive Board of Roth & Rau AG on an ad interim basis as CEO. Dr Dietmar Roth is oneof the founders of Roth & Rau AG and acted as its Business Manager (1990-2001) and ChiefExecutive Officer from 2001 until early October 2011.

3.1 Elections and terms of officeIn accordance with the Articles of Association of the Company, the Board of Directorsconsists of one or more members. The members of the Board of Directors are electedindividually for a term of office of three years up to and including the next Annual GeneralMeeting. Re-election is possible. The term of office of a member of the Board of Directorswill, however, end irrevocably on the date of the Annual General Meeting following the 70th

birthday of the particular member of the Board of Directors.

At the General Meeting of Shareholders, held on 21 April 2011, Messrs Peter Pauli andDr Dietmar Roth were elected (Dr Roth under conditions precedent as mentioned in section“Changes in the Board of Directors during fiscal year 2011” above) in individual elections andfor a term of office of three years.


3.2 Internal organisationThe Board of Directors constitutes itself. It shall choose a Chairman, one or more ViceChairmen, the members of the Committees and a Secretary. The latter need not be a memberof the Board of Directors. If the CEO is a member of the Board of Directors, he will take therole as Delegate of the Board of Directors. Peter M. Wagner has been in office as Chairman ofthe Board of Directors since September 2006, Vice Chairman is Dr Alexander Vogel, Delegateis Peter Pauli.

The Board of Directors holds ordinary Board meetings at least four times per year (usually atleast one meeting per quarter). Additional meetings are held as often as necessary. Themeetings of the Board of Directors usually last between half a day to an entire day. In fiscalyear 2011, the Board of Directors held ten Board meetings, of which three were held astelephone conferences. Six resolutions were passed by means of circular resolution. The CEOand the CFO participated at eight of the meetings.

The Board of Directors can introduce permanent or ad hoc Committees for the preparation ofindividual resolutions, for the performance of certain control functions, or for other specialtasks. The Committees do not have decision authority, except for special decisions by theBoard of Directors in particular cases.

The Board of Directors formed three permanent Committees, the Risk & Audit Committee, theNomination & Compensation Committee and the Mergers & Acquisitions Committee. Theduration of the Committee meetings depends on the issues discussed.

In addition, the Board of Directors formed a Construction Committee, which accompaniesthe construction planning of the new headquarters of MB Wafertec (Meyer Burger Ltd).Furthermore, the Board of Directors formed a Technology Advisory Board in fiscal year 2010.The duration of the meetings of the Construction Committee and of the Technology AdvisoryBoard depends on the issues discussed.

3.2.1 Risk & Audit CommitteeCommittee members during fiscal year 2011: Heinz Roth (Chairman), Peter M. Wagner andDr Alexander Vogel.

The R&A Committee is responsible for the arrangement of accounting, the monitoring of theassessment of risks within the group and the internal control system IKS. The Committee is alsoresponsible for the inspection of the annual financial statements and of other financial information,of insurances, business activities with regard to compliance, the services, independence andfees of the auditors and their recommendations, as well as the services and fees for consultingmandates.

The Committee meets as often as business requires, but at least three times a year. The ChiefFinancial Officer usually participates in these meetings. Other members of the Board of Directors,the Chief Executive Officer or other members of the Executive Board, representatives of theexternal auditors or other specialists may also be invited to these meetings. The decision theretois with the Chairman of the R&A Committee. The appointment of assignments to third partiesrequires the approval of the Board of Directors or, in urgent cases, of the Chairman of the Board


of Directors. The Committee meets at least twice per year with representatives of the externalauditors. During the length of such a meeting with the auditors none of the members of theExecutive Board should be present.

In fiscal year 2011, the R&A Committee held seven meetings, of which two were held astelephone conferences. The meetings lasted between 3.5 to 5 hours. The CFO participatedat all the meetings. The CEO participated at three meetings. The external auditors participatedat two meetings. Ernst & Young as internal auditors participated at one meeting. No otherexternal advisors participated in any of the meetings.

3.2.2 Nomination & Compensation CommitteeCommittee members during fiscal year 2011: Dr Alexander Vogel (Chairman since August 2011;Chairmanship until July 2011 by Rolf Wägli), Rudolf Samuel Güdel and Peter M. Wagner.

The N&C Committee is in charge of the process for the selection of new members of theBoard of Directors and the application process for new members of the Board of Directorsand the Executive Board. In addition, the Committee proposes the compensation for themembers of the Board of Directors and the Committees of the Board of Directors, as well asfor the members of the Executive Board. Finally, the Committee is responsible for theinspection, proposal and monitoring of the implementation of option and share participationplans, as well as for the planning of successors at the highest level of management.

The Committee meets as often as business requires (usually at least four times per year). TheChairman of the Committee can invite members of the Executive Board, members of themanagement of significant subsidiaries or third parties to the meetings. The appointment ofassignments to third parties requires the approval of the Board of Directors or of the Chairmanof the Board of Directors.

In fiscal year 2011, the N&C Committee held eleven meetings, of which five were held astelephone conferences. The CEO participated at five meetings. The Committee didn’t consultregularly with external advisors.

3.2.3 Mergers & Acquisitions CommitteeCommittee members during fiscal year 2011: Peter M. Wagner (Chairman), Heinz Roth,Dr Alexander Vogel and Rolf Wägli (until July 2011).

The M&A Committee is responsible for the preliminary evaluation of material investments(notably purchases of companies) and divestments. It is also responsible for the monitoringand, if needed, the support of the Executive Board in terms of preparation, valuation andpricing, and negotiations in conjunction with investments/divestments and important financialtransactions. It also decides about proposals by the Executive Board with regards to theinitiation, continuation or the stop of important investment/divestment projects (subject toa fundamental decision by the Board of Directors to the implementation of a correspondinginvestment/divestment). In addition and whenever needed, the M&A Committee will supportthe Executive Board in the implementation and integration of investment projects.


The Committee meets as often as business requires. The CEO and if possible the CFOusually participate at the meetings of the M&A Committee. The Chairman of the Committeecan invite other members of the Board of Directors, other members of the Executive Board,other members of the management of significant subsidiaries or third parties to the meetings.The appointment of assignments to third parties requires the approval of the Board ofDirectors or of the Chairman of the Board of Directors.

In fiscal year 2011, the M&A Committee held fifteen meetings, of which thirteen were held astelephone conferences. One resolution was passed by means of circular resolution. The CEOparticipated at twelve meetings and the CFO at thirteen meetings. The Committee hasselectively invited external advisors (Corporate Finance, etc.) to support them in certainprojects.

3.2.4 Construction CommitteeCommittee members during fiscal year 2011: Rudolf Samuel Güdel (Chairman), Heinz Rothand Dr Alexander Vogel.

The Committee supervises the construction planning of the new headquarters of MBWafertec(Meyer Burger Ltd) in Thun. The Committee accompanies and supports the Project SteeringBoard of the Executive Board of MB Wafertec. It supervises the operations of the projectmanagement and controls the financing of the project.

In fiscal year 2011, the Committee held six meetings, of which four were held as telephoneconferences. No external advisors participated in any of the meetings.

3.2.5 Technology Advisory BoardCommittee members during fiscal year 2011: Prof Dr Eicke Weber acts as Chairman (Directorof the Fraunhofer Institute for Solar Energy Systems ISE, DE-Freiburg, and Professor ofMathematics and Physics and of Applied Sciences at the Albert Ludwigs University,DE-Freiburg), Dr Patrick Hofer-Noser (Chief Technology Officer of Meyer Burger TechnologyLtd), Sylvère Leu (Chief Innovation Officer of Meyer Burger Technology Ltd), Ralf Preu (Head ofPV production technology and quality assurance at the Fraunhofer Institute for Solar EnergySystems ISE, DE-Freiburg) and Prof Dr Konrad Wegener (Professor for production technologyand tool machinery at the Federal Institute of Technology (ETH) Zurich, CH-Zurich, and Head ofthe working groups iwf and irpd of inspire Ltd, a transfer centre for production technology at theETH Zurich; Member of the Board of Directors of Meyer Burger Technology Ltd).

The Technology Advisory Board ensures that the Board of Directors and the Executive Boardare aware of the development trends in the solar industry and of potential new processes, inorder for Meyer Burger Group to invest into the most promising industry potentials at the righttime. The Technology Advisory Board focuses on processes along the value chain ofphotovoltaics, which have a competitive advantage with regards to cost of ownership andpotential further cost reductions. The Advisory Board can act in an advisory capacity duringM&A projects, if it is mandated by the Executive Board to do so. The Advisory Board preparesa detailed report regarding the R&D activities of Meyer Burger Group once per year (towards the


From top left to bottom right: Peter M. Wagner, Dr Alexander Vogel, Rudolf Samuel Güdel, Peter Pauli, Dr Dietmar Roth, Heinz Roth,Prof Dr Konrad Wegener

Board of Directors


end of the year). The report is addressed to the Board of Directors and to the Executive Boardof the Company.

The Advisory Board meets as often as business requires (usually four times per year). In fiscalyear 2011, the Advisory Board held four meetings. No external advisors participated in any ofthe meetings.

3.2.6 Participation by the members of the Board of Directors at Board of Directorsand Committee meetings

MemberBoard ofDirectors

R&ACommittee

N&CCommittee

M&ACommittee

ConstructionCommittee

P. M. Wagner 9 7 11 15 •

Dr A. Vogel 10 7 11 15 6

R. S. Güdel 10 • 9 • 6

P. Pauli (since April 2011) 5 • • • •

Dr D. Roth (since October 2011) 1 • • • •

H. Roth 10 7 • 15 6

Prof Dr K. Wegener 9 • • • •

R. Wägli (until July 2011) 8 • 6 • •

Total number of meetings 10 7 11 15 6

• Person is not a member of the committee

3.3 Definition of areas of responsibilityThe main tasks of the Board of Directors are the determination and periodic inspection of thecorporate strategy, Company policy, as well as the organisation (including controllingsystems) of the group, the control of the operative management and of the risk management.In addition, it is responsible for the periodic assessment of its own performance and that ofthe Executive Board.

In general, the Board of Directors has fully delegated the operational management of thegroup to the CEO and the Executive Board, respectively.

The Board of Directors explicitly reserved the approval of the following circumstances to itself:– Incorporation/financing/closing of subsidiaries; investments into/divestments of partici-

pations, changes in participation quotas or of share-ownership ratios; purchase of abusiness or a company or parts thereof through the acquisition of assets or of assets andliabilities (including workforce); opening balance sheet of business parts that shall betransferred to subsidiaries, as well as concept and main details of contracts betweengroup companies

– Contracts/cancellation of contracts regarding strategic alliances that have an influence onthe business scope, geographic scope or the capital structure of Meyer Burger TechnologyLtd or any of its group companies

– Decisions on business affairs that are of major importance to Meyer Burger Group– Individual expenditures, investments, divestments; sale of assets, abandonment of plants

or assets, liquidation of investments, waiving of receivables; grant of sales reductions oradjustments to invoices as long as there is assurance that defined budgeted targets (Sales,


EBIT) for the year are reached; write-off of receivables as long as there is assurance thatdefined budgeted targets (Sales, EBIT) for the year are reached: Above CHF 1.5 million, ifincluded in the budget; above CHF 1 million, if not included in the budget

– Agreements to and allowance of letter of comforts and guarantees– Credit limits, loans to third parties– Financing transactions (bank loans, bonds issues), leasing above CHF 5 million– Structured financing transactions– Decisions concerning communication (Identity, design, branding, communication policy,

marketing communication strategy)– Personnel and salary policy of the group– Wage negotiations and social plans for the group– Appointment, dismissal and compensation of members of the Executive Board– Employment conditions for highest level of management positions– Share and option programmes, including programmes of profit sharing for associates and

employees– Principles for pension plans and social benefits– Large restructuring programmes

Members of the Board of Directors and the members of the Executive Board of the Companyhave joint signature authority.

3.4 Information and control instruments vis-à-vis the Executive BoardThe Board of Directors receives from the Executive Board a report on business developmentand on the key figures for all group companies, every month as part of a structured informationsystem. The information relates in particular to:– Detailed monthly reports and consolidated monthly financial statements including results

since the beginning of the year (year-to-date numbers, comparisons with the budget andthe results of the previous year’s period) and key figures for the group, whereby Roth &Rau subsidiaries will only be fully integrated starting in fiscal year 2012

– Information on incoming orders, order backlog, situation of inventory, production data,development of employees, liquidity of the group

The members of the Board of Directors additionally receive the following information prior toBoard meetings:– Interim reports on the course of business– Information about business and market developments– Appropriate information with regard to events, which concern the internal control system

and the risk management, respectively

At those Board of Directors’ meetings, at which financial results are discussed, both the CEOand the CFO participate during the meetings.

During Board meetings, each member of the Board of Directors can request information fromthe other members of the Board, as well as from the members of the Executive Board on allaffairs of the Company. Outside of Board meetings, each member of the Board of Directorscan request information on the course of business or important business transactions from


the CEO, the CFO or from other members of the Executive Board. If approved by theChairman, the members of the Board of Directors can also contact members of themanagement of group companies and request access to business documents. In case thatthe Chairman denies such contact or access to documents, the Board of Directors willdecide upon the matter.

Risk managementAs part of the risk assessment process, the probability of occurrence and the extent ofthe loss are considered. The Company uses both quantitative and qualitative methods forthis process, applying these on a uniform basis across the Group as a whole and therebyenabling risk assessments to be compared across different areas of the company. Based onthe results for probability of occurrence and expected implications, a clear risk assessmentmatrix is drawn up.

→ For further information regarding risk management please refer to the Financial StatementsNote 3 on page 108.

Internal control systemThe Board of Directors approved an optimised internal control system (“IKS”), which hasbecome effective as of 1 January 2009. The IKS applies a risk-oriented approach (focused onmajor risks and control). The scope of the IKS depends on the size and risks of eachsubsidiary within the group. Each subsidiary of Meyer Burger is classified as a “Full Scope”or “Limited Scope” company. This classification is reviewed once per year. For the Full Scopecompanies, the key risks are continuously monitored and every three years, all controlmeasures of the major processes that are relevant for the financial reporting will be reviewedwith regards to their effectiveness. For the Limited Scope companies, the controls shall beexecuted in accordance to a plan that will be defined on a yearly basis. On the group level,controls are implemented with regards to the consolidated financial statements of the group.

The following processes were defined as financially relevant: Sales, materials management,production, fixed assets, payroll accounting, finance department, information technology.For each of these processes, a particular IKS person has been defined as the responsibleperson for the process. For an evaluation of the companywide controls in accordance withthe scope, the Executive Board of each group subsidiary executes a self-assessment eachyear during the first half of the year. Measures that result out of the evaluation are implementeduntil the end of the respective year.

The Board of Directors receives a detailed reporting about the risks of the Company on ahalf-year basis and a report about the IKS once per year. In fiscal year 2011, the Board ofDirectors discussed the risk portfolio during two Board meetings. The external auditors alsoaudit as part of their annual audit the compliance of IKS regulations and report theirconclusions directly to the Risk & Audit Committee as well as to the Board of Directors.


Internal auditThe Company mandated Ernst & Young, Zurich, as internal auditors as of 1 July 2011 and fora mandate term of three years. Until that date, the Company used an internal audit that wasorganised autonomously and independently, and reported directly to the Risk & AuditCommittee.

The Risk & Audit Committee monitors regularly the scope of internal audit and approves onceper year a plan for internal audit projects, which will be executed by Ernst & Young. Theaudits mainly concentrate on financial, operational, compliance, management or investmentaudits. The internal audit can conduct audits, review any document and demand that allinformation it asks for is provided, in order to ensure that it can fulfil its audit tasks.

The internal audit reports in writing about the audits it has carried out, the findings resultingfrom the audits and gives, if necessary, recommendations to improve systems and processes.The internal audit is obliged to immediately report possible irregularities or fundamentalshortcomings to the Risk & Audit Committee and to the Chairman of the Board of Directors.Ernst & Young conducted four internal audits in fiscal year 2011 and issued one detailedreport that combined all the audits. The Risk & Audit Committee held one meeting withErnst & Young in 2011.

4. Executive BoardExecutive Board as of 31 December 2011Name Born Position Member

since

Peter Pauli 1960 Chief Executive Officer 2002

Michel Hirschi 1967 Chief Financial Officer 2006

Dr Patrick Hofer-Noser1 1966 Chief Technology Officer, Deputy CEO 2010

Sylvère Leu 1952 Chief Innovation Officer 2010

Bernhard Gerber 1972 Chief Operating Officer 2011

1 Dr Patrick Hofer-Noser has been appointed as Head of Renewable Energy Systems within the Meyer Burger Group asof 1 April 2012. He will step down from the Executive Board as of that date.

Peter PauliChief Executive Officer, Swiss citizen

Education Mechanical engineerGraduate FH engineer in mechanical engineering, specialising in plant engineeringPostgraduate studies in industrial engineering specialising in businessmanagementAdvanced Management Program, INSEAD

1985–1990 Assistant to the Executive Board and Head of IT at Transelastic AG, CH-Wallbach(subsidiary of Siegling Group)

1990–1995 Manager and member of the Executive Board at Transelastic AG, CH-Wallbach1995–2000 Appointment (1995) as Head of the Executive Board at Siegling (Switzerland) as

part of the takeover by Forbo, responsible for the Extremultus product groupwithin Siegling Group


2000–2002 Appointment (2000) to Head of Sales & Marketing at Siegling GmbH in DE-Hanover, responsible for the European sales and service organisations

2002–2010 Chief Executive Officer (CEO) and member of the Board of Directors of theCompany (until 14 January 2010) and of Meyer Burger Ltd

2008–2011 Member of the Swisscanto Advisory Board for Sustainability of SwisscantoFondsleitung AG

Since 2011 Chief Executive Officer (CEO) and member of the Board of Directors and of theExecutive Board of the Company

Peter Pauli is a member and Delegate of the Board of Directors of Meyer Burger TechnologyLtd. He is also a member of the Board of Directors and/or of the Executive Board of differentgroup companies of Meyer Burger Technology Ltd. No further Board of Directorsmembershipsor consultancy activities for important Swiss or foreign organisations. No significant officialfunctions or political offices.

Michel HirschiChief Financial Officer, Swiss citizenEducation Business School (banking industry)

Training in programming and analysisBSC Economics and Business Administration, College of Higher EducationExecutive Master of Corporate Finance, College of Higher Education CentralSwitzerland

1983–1993 Analyst and Programmer at Valiant Bank in CH-Berne1995–1997 Team Leader/Project Leader of a BPR project at the newly formed banking

information-outsourcing company RBA-Service Ltd in Gümlingen, CH-Berne1997–1999 Profit Centre Controller at Swatch Ltd, CH-Biel, for profit centres FlikFlak,

Swatch Telecom and Swatch Access1999–2002 Head of Controlling at Swisscom Group, CH-Berne, responsible for supervising

the business unit International Business Solutions, project participation andProject Manager, inter alia for a project involving the development of a completelynew value flow model in SAP

2001–2003 Member of the Board of Directors of Comsol Ltd, CH-Berne2002–2006 Chief Financial Officer, responsible for Finance, Administration and Human

Resources and member of the Executive Board at Infonet Schweiz AG, CH-Berne (joint venture between Swisscom and Infonet USA)

2006–2010 Member of the Executive Board and CFO of Meyer Burger LtdSince 2005 Member of the Board of Directors at Zurmont Capital I AG, CH-RischSince 2006 Member of the Board of Directors and member of the Audit Committee at

Zurmont Madison Management AG, CH-ZurichSince 2009 Member of the Board of Directors of CLS Corporate Language Services Holding

AG, CH-Basel and since 2010 also member of the Audit CommitteeSince 2006 Chief Financial Officer and member of the Executive Board of the Company

Michel Hirschi is a member of the Board of Directors and/or of the Executive Board of differentgroup companies of Meyer Burger Technology Ltd. He is also a member of the SupervisoryBoard of Roth & Rau AG. Aside from the Board mandates as mentioned above, he has no


Executive Board

From top left to bottom right: Peter Pauli, Michel Hirschi, Dr Patrick Hofer-Noser, Sylvère Leu, Bernhard Gerber


further mandates for Board memberships or consulting activities for important Swiss orforeign organisations. No significant official functions or political offices.

Dr Patrick Hofer-NoserChief Technology Officer and Deputy CEO, Swiss citizen

Education Electronic and machinery engineerDiploma electro engineer, ETHZDoctorate in power electronics and drive technology at the professorship ofProf Dr Hugel, at ETHZ

1993–1997 Assistant professor for electrotechnical development and construction at theETH ZurichIn charge of studies and diploma theses, activities in expert opinionsOrganisation of lectures and exercise courses in electrotechnology, conductingpractical trainings and lecture coursesResearch activities with ABB transport systems in power electronics for tractionapplications

1998–2000 Head Electrotechnology at Atlantis Water Desalination AG, CH-BerneDesign, realisation of large PV projectsProduct modifications to conform with UL Norms 1703 and 790Quality monitoring of manufacturing in Switzerland and the USAResponsible for IT incl. computer networkConstruction of a laminator for the photovoltaic industry

2001–2008 Founding member of 3S and Chief Executive Officer of 3S Industries Ltd,CH-Lyss

2008–2010 Delegate of the Board of Directors and Chief Executive Officer of 3S IndustriesLtd, CH-Lyss

2010–2011 Chief Technology Officer (CTO) and Deputy CEO, member of the ExecutiveBoard of the Company

As of Head of Renewable Energy Systems at Meyer Burger Group and member of theApril 2012 management team of Meyer Burger Technology Ltd

Member of the Board of Directors of 3S Industries Ltd (Delegate) until the merger with MeyerBurger Technology Ltd. Dr Patrick Hofer-Noser is a member of the Board of Directors of 3SSwiss Solar Systems Ltd, a subsidiary of Meyer Burger Technology Ltd. Member of theBoard of Directors of Güdel Group Ltd, CH-Langenthal. President of Cleantech Switzerland,the official export platform for Swiss clean-tech companies. No further mandates for Boardmemberships or consulting activities for important Swiss or foreign organisations. Nosignificant official functions or political offices.

Sylvère LeuChief Innovation Officer, Swiss citizen

Education Engineer (dip. El. Ing. ETH) Federal Institute of Technology (ETH) Zurich,CH-ZurichBSC in Economics and Business Administration at University St. Gall (lic. oec.HSG), CH-St. Gall


1975–1978 BBC Baden, project planning for large power plants1979–1986 Assistant of production management board and Head of controlling for

manufacturing plants at Hilti Ltd, LI-SchaanUniversity lecturer at University St. Gall (HSG)

1986–1988 Managing Director at Elmess (turnaround situation)Development, manufacturing and sales of electronic measurement systemsRealignment of electromechanical instruments to electronic instruments(memobox)

1989–1997 Member of the Executive Board at Fabrimex AG, CH-SchwerzenbachTurnaround, Manager of four Business Units: Photovoltaic, Power supply, EMCand Real time image processing. Construction of the first grid-tied PV system inSwitzerlandCo-owner at EMC test centre (MBO from Contraves), from 1995–2005

1997–2001 Foundation and Managing Director Fabrisolar Ltd, CH-Küsnacht. MBO fromFabrimex AG. Sold to Suntechnics HH in 2001 (Conergy Group)

2001–2005 Managing Director Suntechnics GmbH, DE-Hamburg (Conergy Group)Development of the first PV MW power plantsDevelopment of engineering and sales departments in 7 countries

2006–2008 Managing Director Conergy SolarModule GmbH, DE-Frankfurt/OderDevelopment of the first fully integrated production line with wafer, cell andmodule manufacturing

2008–2010 Chief Operating Officer of 3S Industries Ltd, CH-LyssSince 2010 Chief Innovation Officer (CIO) and member of the Executive Board of the

Company

Member of the Board of Directors of Ciptec Ltd Consulting, CH-Schönenberg. No furthermandates for Board memberships or consulting activities for important Swiss or foreignorganisations. No significant official functions or political offices.

Bernhard GerberChief Operating Officer, Swiss citizen

Education Mechanical engineerPostgraduate studies in industrial engineeringExecutive Master of Business Administration

1996–1998 Manager of CNC ZerspanungsanlageResponsible for procurement and tools, project leader of plant expansion atBystronic Laser AG, CH-Niederönz

1999 Plant expansion strategy for Bystronic Inc., USA-New York2000 Head of process engineering and logistics, Bystronic Laser AG, CH-Niederönz2001–2002 Assistant to the COO Bystronic Laser AG, CH-Niederönz2003 Head of assembly, automation and handling at Bystronic Laser AG, CH-Nie-

derönz2004–2005 Manager of Laser Machines China at AFM Machinery Ltd (Bystronic Group)2006–2007 Head of production and supply chain management at HTT Hauser Tripet

Tschudin AG, CH-Biel


2007–2008 Head of production at Meyer Burger Ltd, CH-Thun2009 Head of sales and marketing at Meyer Burger Ltd, CH-Thun2010–2011 Chief Executive Officer at Meyer Burger Ltd, CH-ThunSince 2011 Chief Operating Officer (COO) and member of the Executive Board of the

Company

No mandates for Board memberships or consulting activities for important Swiss or foreignorganisations. No significant official functions or political offices.

4.1 Management contractsThere are no management contracts between Meyer Burger Technology Ltd or any of thegroup companies and third parties.

5. Compensation, shareholdings and loans5.1 Contents and method in fiscal year 2011Non executive members of the Board of Directors:The non executive members of the Board of Directors receive compensation in the form of aBoard of Directors fee, which is usually proposed on an annual basis by the Nomination &Compensation Committee and is decided upon by the entire Board of Directors using dutifuljudgment. The total compensation is based on the exposure and responsibilities of eachindividual member (Board of Directors: Chairman, Vice Chairman, Member; Committees:Chairman, Member). The compensation is paid in cash and in form of shares with a vestingperiod of two years and an optional retention period of zero, three or five years, following thevesting period (until and including fiscal year 2009, it was in form of options with a vestingperiod of two years). The compensation to the non executive members of the Board ofDirectors is not bound to specific targets of the Company.

For fiscal year 2011, the non executive members of the Board of Directors received theircompensation in cash and in shares. The vesting period for the shares started in July 2011.

→ The main details of the share participation programme are mentioned in section “2.8Convertible bonds, options and share participation programme” on page 54 of this report.

For fiscal year 2011, the Board of Directors fees (cash) for the members of the Board and ofthe Committees were set as follows:Chairman of the Board of Directors CHF 150000 (2010: CHF 150000)

Vice Chairman of the Board of Directors CHF 58000 (2010: CHF 58000)

Member of the Board of Directors CHF 55000 (2010: CHF 55000)

Chairman of Committee CHF 23000 (2010: CHF 23000)

Member of Committee CHF 15000 (2010: CHF 15000)

The fees for the members of the Board of Directors remained unchanged compared to theprevious year. Slight changes in the total amount of compensation of the non executivemembers of the Board of Directors are due to valuation differences of the shares granted outof the share participation programme.


Executive members of the Board of DirectorsThe compensation of the executive members of the Board of Directors is dependent on thecomplexity of the individual executive activities.

→ For the compensation of the Chief Executive Officer (and Delegate of the Board ofDirectors) please refer to the information below as well as to Note 6.34.3 on page 154 in thefinancial statements.

Peter M. Wagner received for his activities as CEO of Roth & Rau AG for a working pensumof 80% a fix salary (TCHF 53) and a variable performance-related component (TCH 52 cashbonus). The percentage of the variable performance-related component (bonus in cash) inrelation to the base salary was 98% in fiscal year 2011. In addition, Mr Wagner also receiveda compensation of total TCHF 139 in cash for his activities regarding the subsidiaries AMBApparate + Maschinenbau GmbH, Meyer Burger Technology Ltd and Somont GmbH. Thedifference in the total compensation in comparison to the previous year is mainly due to thedifference of the additional compensation for these executive activities.

→ Further information in Note 6.34.1 on page 152 “Compensation to members of the Boardof Directors”.

Members of the Executive Board:The compensation for the members of the Executive Board is verified and proposed to theBoard of Directors by the Nomination & Compensation Committee together with the ChiefExecutive Officer. The total compensation is decided upon by the entire Board of Directors,usually once a year. When discussing the compensation of the CEO (who is also a member ofthe Board of Directors and acts as its Delegate since 21 April 2011), the CEO is not included inthe discussion. The other members of the Executive Board do not participate during the timeof the Board meeting, when the Board of Directors discusses their compensation.

The compensation for the members of the Executive Board includes a base salary inaccordance with their responsibilities and a variable, performance-related component (cashbonus). The base salary is fixed at the beginning of the year and will not be changed duringthe reporting period.

A target bonus is defined for each member of the Executive Board. This target bonus forms thebasis for the calculation of the effective cash bonus. The amount of bonus for the ChiefExecutive Officer, the Chief Financial Officer, the Chief Technology Officer and the ChiefInnovation Officer is determined on overall and financial targets of the Company (in fiscal years2011 and 2010: Net Sales and EBITDA), and on individual “non-financial” targets (e.g. targetsfor specific projects, targets for product market launches or development of certain markets,etc.). The weightings in fiscal year 2011were 70% on financial and 30% on non-financial targetsfor the CEO and CFO (weightings unchanged compared to fiscal year 2010), and 50% onfinancial and 50% on non-financial targets for the CTO and CIO. In fiscal year 2010, the CTOand CIO who have been members of the Executive Board of the Company since January 2010(and have prior to the merger with 3S Industries Ltd been members of the 3S Executive Board)had different weightings (40% financial targets of the Company, 30% financial targets of theprevious 3S Group companies, 30% individual non-financial targets) to ensure a smoothintegration of 3S Industries and its subsidiaries into the Meyer Burger Group.


The Company will not pay a bonus, if the financial targets are not achieved by 60% or more.In case of a 60% or more achievement, the amount of bonus will be calculated on a linearbasis to the target. The effective bonus can reach 150% of the target bonus as a maximum.

The bonus component for the Chief Operating Officer, who has been a member of theExecutive Board since August 2011, was still measured in accordance with the targetweightings from his previous assignment as CEO of MB Wafertec (Meyer Burger Ltd). Thesetarget weightings were 30% financial targets of the Company, 40% financial targets of MBWafertec and 30% individual non-financial targets. For fiscal year 2012, the target weightingsfor the COO will also be brought in line with the other members of the Executive Board(similar to the weightings for the CTO and CIO).

For fiscal year 2011, the allotment of the performance-related component (bonus in cash) asa percentage of the base salary was 85% for the CEO (2010: 119%) and between 45% to79% for the other members of the Executive Board (2010: between 67% to 78%).

In addition, the Board of Directors can issue shares to the members of the Executive Boardas well as to other members of the management team, depending on management leveland individual function, to reward their achievements and for the purpose of retaining keycontributors. The amount of shares allocated during fiscal year 2011 has been decided by theNomination & Compensation Committee, based on a special decision by the Board ofDirectors, and was finally approved by the Board of Directors. The Company also pays certainallowances in kind and social benefits. The amounts for the base salaries, for the performance-related components and for the possible allotment of shares is decided upon by the entireBoard of Directors, based on the proposal by the Nomination & Compensation Committee,using dutiful judgement. The Board of Directors did neither use external consultants norparticular surveys, when deciding upon these amounts.

The changes in the total amount of compensation for the members of the Executive Board(please refer to page 154 in the financial statements of this Annual Report) are mainly due tothe different number of shares granted and the different valuation of the shares out of theshare participation programme as well as due to the expansion of the Executive Board by anew member.

Neither the members of the Board of Directors nor the members of the Executive Board haveany contracts with specific severance payments or contracts with particularly long terminationterms (contracts with the members of the Executive Board have termination terms of six andtwelve months, respectively).

The shares allocated in July 2011 forfeita) in the event that the employee gives his/her notice or ends the employment relationship

prior to the expiration of the vesting period (2 years). Exceptions to this rule are the endingof the employment relationship as a result of retirement, death or permanent incapacity forwork due to invalidity on the part of the eligible employee and where the employee giveshis/her notice with valid reasons for which the employer must bear responsibility (along thelines with Article 340c of the Swiss Code of Obligations)


b) in the event that the employer gives notice to terminate the working relationship prior toexpiration of the vesting period. Exceptions to this rule are the giving of notice where theemployee has not provided valid reasons (along the lines with Article 240c of the SwissCode of Obligations), in particular the giving of notice for financial/economic reasons

c) in the event of the voluntary resignation of a member of the Board of Directors, or de-selection (assuming that this is on justified reasons attributable to the member of theBoard of Directors in question) by a Meeting of Shareholders prior to expiration of thevesting period (2 years), to the extent the resignation is not at the request of the Companyand there are no valid reasons for this attributable to the member of the Board of Directors.

d) in the event that shares forfeit, the eligible participant receives reimbursement in theamount of the acquisition price paid, without interest. Members of the Board of Directors,members of the Executive Board and employees are all treated equally.

5.2 Compensation, shareholdings and loansDetails to the compensation, shareholdings and loans to acting and former members of theBoard of Directors and of the Executive Board are reported in detail within the financialstatements of this Annual Report on pages 152 to 159.

6. Shareholders’ participation rights6.1 Voting rights restrictions and representationEach share is entitled to one vote. The shareholder rights can be exercised by anyone who isregistered in the share register as a shareholder 30 days prior to the General Meeting ofShareholders and who has not sold his shares until the end of the General Meeting ofShareholders.

A shareholder may be represented at the General Meeting of Shareholders by a person withwritten power of attorney, who does not need to be a shareholder. All shares held directly orindirectly by a shareholder can only be represented by one person. For voting rights ofnominees please refer to section “Limitations on transferability and nominee registrations” onpage 53 of this Annual Report.

6.2 Statutory quorumsThe General Meeting of Shareholders drafts its resolutions and performs its votes on thebasis of the absolute majority of the voting rights represented. At least two thirds of the votesrepresented and the absolute majority of the nominal value of shares represented is required,among others, for resolutions in accordance with Article 704 paragraph 1 and 2 of the SwissCode of Obligations (OR).

6.3 Convocation of a General Meeting of ShareholdersThe convocation of a General Meeting of Shareholders will take place by means of thepublication of an invitation in the Swiss Official Gazette of Commerce at least 20 days priorto the date of the Meeting. In addition, shareholders who are registered in the share register


will receive a written invitation from the Company to participate at the General Meeting ofShareholders. The invitation must include the motions and the proposals by the Board ofDirectors and of those shareholders, who have requested either the convocation of a Meetingor the inclusion of a certain motion on the agenda.

6.4 AgendaShareholders representing shares that account for at least 10% of the voting rights mayrequest the inclusion of an item on the agenda of the General Meeting of Shareholders. Suchrequests must be submitted to the Board of Directors at least 45 days prior to the GeneralMeeting of Shareholders in writing, specifying the items and proposals to appear on the agenda.

Requests with regard to motions that have not been properly announced may be permittedfor discussion, if the General Meeting of Shareholders concludes to do so. It will not bepossible, however, to take a decision on such a request until the next General Meeting ofShareholders. This rule does not apply for requests of an Extraordinary General Meeting orfor the performance of a special audit.

No prior notice is required for requests regarding motions that are on the agenda.

6.5 Registration into the share registerNo entries will be made in the share register for a period of 30 days prior to a General Meetingof Shareholders, including the day after the General Meeting.

7. Change of control and defence measures7.1 Duty to make an offerThere are no statutory regulations with regard to opting-out (Article 22 Stock Exchange ActSESTA) or opting-up (Article 32 paragraph 1 SESTA).

7.2 Clauses on changes of controlIn case that a third party would acquire more than 33 1/3% of voting rights of Meyer BurgerTechnology Ltd, the vesting periods and/or retention periods for employee shares and/oroptions set by the Board of Directors shall be accelerated so that any unvested share or optionshall be immediately vested in full. The vesting would take place on the first day of the graceperiod in case of a successful public tender offer. There are no further clauses regarding achange of control that would favour the members of the Board of Directors or the members ofthe Executive Board.

8. Auditors8.1 Duration of the mandate and term of office of the lead auditorThe auditors for the Company have been PricewaterhouseCoopers AG, Bälliz 64, CH-3600Thun since fiscal year 2003. The lead auditor, Hanspeter Gerber, has been responsible forthe audit mandate since September 2006. The auditors have to be elected each year by theGeneral Meeting of Shareholders.


8.2 Auditing feesThe auditing fees of PricewaterhouseCoopers, for services related to the audit of the annualfinancial statements of Meyer Burger Technology Ltd and its subsidiaries and of theconsolidated statements of Meyer Burger Group, as well as the review of the Half-YearReport, amount to a total of approximately TCHF 1,180 for fiscal year 2011. In addition, theauditors charged auditing fees of approximately TCHF 125 in conjunction with the takeoverof Roth & Rau AG.

8.3 Additional feesAdditional fees of Pricewaterhouse Coopers for further services during fiscal year 2011:Tax consulting TCHF 45

Other TCHF 15

Total CHF 60

8.4 Supervisory and control instruments vis-à-vis the auditorsThe Risk & Audit Committee examines once per year the auditing concept, the auditing planand the fee structure, as well as the auditors’ independence from the Company.

The external auditors perform at least once per year a detailed audit report and brief the Risk& Audit Committee extensively. The important statements and recommendations in the auditreports compiled by the external auditors are then discussed in detail with the entire Boardof Directors and the Executive Board.

In fiscal year 2011, the external auditors performed two detailed audit reports (one each forthe half year and the fiscal year reporting). Representatives of the external auditors participatedin two meetings of the Risk & Audit Committee. Representatives of the internal auditof Meyer Burger Technology Ltd (until 30 June 2011 internal employees of the group, since1 July 2011 representatives of Ernst & Young) also participated at these two meetings, as wellas at one more meeting of the Risk & Audit Committee.

The Board of Directors verifies once per year the selection of potential auditors, in order topropose the preferred audit firm for election to the shareholders at the General Meeting ofShareholders. The Risk & Audit Committee evaluates the effectiveness of the auditors inaccordance with the Swiss law. In this evaluation, the Risk & Audit Committee attaches greatimportance to the following criteria: independence of the external auditors (personalindependence of the lead auditor and independence of the audit firm in general), understandingof the Company’s business areas, sufficient resources set aside by the auditors, practicalrecommendations for the implementation of regulations in accordance with Swiss law andIFRS, global network of the auditors, understanding of the specific business risks of theCompany, focus of the audit within the audit programme, cooperation with the Risk & AuditCommittee, as well as with the internal audit and the Executive Board.

The Board of Directors follows the regulations of the Swiss Code of Obligations with regards tothe rotation intervals of the lead auditor, i.e. the lead auditor will be rotated every seven years.

The Risk & Audit Committee also examines the proportion between the auditing fee for theannual financial statements and the additional non-audit services performed by the auditors.


The Committee will examine potential consequences regarding the independence of theauditors. The Executive Board is permitted to assign non-audit mandates to the auditors upto an amount of TCHF 50. Any non-audit mandates exceeding this amount must beapproved by the Risk & Audit Committee prior to the assignment. The auditing fee for theannual audit mandate is finally approved by the entire Board of Directors.

During 2011 as well as in the previous year, the Company has especially assigned taxconsultancy services to another internationally active consultancy and audit group. For fiscalyear 2011, the Board of Directors concluded that the independence of the auditors was fullyensured at all times.

9. Information policyMeyer Burger Technology Ltd communicates openly and transparently and treatsshareholders, analysts, business partners, employees and the public equally when it promptlyinforms about any development in the Company.

Meyer Burger Technology Ltd publishes its results in an annual report and an interim report, aswell as through press releases. When the annual results are released, the Company organisesa physical conference for the media and the financial community and a conference call todiscuss details of the reported earnings. For the interim results, the Company organises eithera physical conference or a conference call. The Company’s financial reports are available onthe Company website in electronic form or can be ordered from the Company in print form.

Official notices are published in the Swiss Official Gazette of Commerce (SchweizerischesHandelsamtsblatt). Publications in conjunction with the listing of the registered shares at SIXSwiss Exchange are made in accordance with the listing rules of SIX Swiss Exchange.The rulescan be viewed under http://www.six-exchange-regulation.com/admission_en.html (Admission).

Detailed information regarding disclosure notices is available under www.six-swiss-exchange.com, Product Search “MBTN”, Overview, Major Shareholders. Price sensitive information ispublished according to the ad-hoc publicity rules. The modalities for distribution of ad-hocpress releases (the so called push and pull systems) have been implemented in accordancewith the ad-hoc publicity rules of SIX Swiss Exchange.

The press releases can be viewed underhttp://www.meyerburger.com/en/investor-relations/ad-hoc-commercial-news/

The contact form to subscribe for direct receipt of the ad hoc press releases is availableunder http://www.meyerburger.com/en/investor-relations/news-service/

Information to transactions with shares of the Company by members of the Board of Directorsand members of the Executive Board are published under www.six-swiss-exchange.com,Product Search “MBTN”, Overview, Management Transactions.

The Articles of Association of the Company (in German language only) are available underhttp://www.meyerburger.com/en/investor-relations/articles-of-incorporation/

→ For details regarding the investor relations contacts, as well as an agenda of importantdates for fiscal year 2012 please refer to page 175 of this Annual Report.


Table of Contents

Financial Report82 Consolidated balance sheet83 Consolidated income statement84 Other comprehensive income85 Consolidated cash flow statement86 Consolidated statement of changes in equity88 Notes to the consolidated financial statements

160 Report of the auditors162 Balance sheet financial statements Meyer Burger Technology Ltd163 Income statement164 Notes to the financial statements171 Proposal by the Board of Directors for the allocation of retained earnings172 Report of the auditors

Other information174 Five-year summary175 Information for investors and the media176 Address details


Consolidated Financial StatementsConsolidated balance sheet

in TCHF Notes 31.12.2011 31.12.2010

Assets6.x

Current assetsCash and cash equivalents 1 260180 393543

Trade receivables 2 79208 36937

Net assets from construction contracts 3 12660 5 ’859

Other receivables 2 71099 42727

Current income tax assets 18 2999 6155

Financial assets 4 / 5 / 6 / 7 3787 314

Inventories 8 212005 139028

Total current assets 641938 46.6% 624564 58.5%

Long-term assetsOther receivables 2 3297 3078

Financial assets 4 / 5 / 6 / 7 183 186

Investments in associated companies 10 177 –

Investment properties 11 628 –

Property, plant and equipment 12 132824 34171

Intangible assets 13 540195 395385

Deferred tax assets 18 58110 9414

Total long-term assets 735414 53.4% 442234 41.5%

Total assets 1377352 100.0% 1066799 100.0%

Liabilities and equity

LiabilitiesCurrent liablitiesFinancial liabilities 14 1608 582

Trade payables 65555 77565

Net liabilities from construction contracts 3 1435 –

Customer prepayments 229367 231087

Other liabilities 16 71021 29044

Provisions 15 93818 17591

Current income tax liabilities 24095 16431

Total current liabilities 486898 35.3% 372300 34.9%

Non-current liabilitiesFinancial liabilities 14 8257 310

Provisions 15 23991 4273

Defined benefit obligation 17 3825 3989

Deferred tax liabilities 18 89777 41365

Other liabilities 16 2070 1634

Total non-current liabilities 127920 9.3% 51572 4.8%

Total liabilities 614817 44.6% 423872 39.7%

EquityShare capital 19 2386 2279

Capital reserves 509052 448521

Treasury shares –2090 –574

Reserve for share-based payments 20 11215 19665

Retained earnings 236809 195986

Other reserves –19653 –22954

Total equity excl. non-controlling interests 737719 53.4% 642923 60.3%

Non-controlling interests 24816 4

Total equity incl. non-controlling interests 762534 55.4% 642927 60.3%

Total liabilities and equity 1377352 100.0% 1066799 100.0%

The Notes starting on page 88 form an integral part of these consolidated financial statements.


Consolidated income statement

in TCHF Notes 1.1.–31.12.2011 1.1.–31.12.2010

Net sales6.x

21 1315039 100.0% 826005 100.0%

Other income 22 20254 14935

Income 1335293 849728

Costs of products and services thirds –721290 –563511

Changes in inventories of finished products and work in process –28055 122535

Capitalised services 22078 8788

Operating income after costs of products and services 608026 46.2% 408752 49.5%

Personnel expenses 23 –194739 –133859

Other operating expenses 24 –134920 –87357

Earnings before interests, taxes, depreciation and amortisation (EBITDA) 278367 21.2% 187535 22.7%

Depreciation and amortisation 12 / 13 –161681 –59684

Earnings before interest and taxes (EBIT) 116686 8.9% 127851 15.5%

Financial income 25 4087 3122

Financial expenses 25 –25467 –37604

Result from investments in associated companies 10 –25298 –

Earnings before taxes (EBT) 70009 5.3% 93369 11.3%

Income taxes 26 –34184 4580

Earnings from continuing operations 35825 2.7% 97949 11.9%

Earnings from discontinued operations – –

Profit for the year 35825 2.7% 97949 11.9%

Attributable to

Shareholders of Meyer Burger Technology Ltd 40823 97948

Non-controlling interests –4998 1

Earnings per share in CHF

Basic earnings per share 28 0.87 2.22

Diluted earnings per share 28 0.86 2.18


Gross profit, the earnings indicator previously used, is not the same as the gross profit indicator/definition normally used when presenting accounts under the cost ofsales method in IFRS, since the item “Costs of products and services thirds” does not include all costs of the products and services sold. Therefore this earningsindicator is now shown as “operating income after costs of products and services”.

The position “changes in inventories of finished products and work in process” now forms part of the costs and is shown below the position “costs of products andservices thirds”. This is a change to the previous year.


Other comprehensive income

in TCHF 1.1.–31.12.2011 1.1.–31.12.2010

Profit for the year 35825 97949

Other comprehensive income

Currency translation differences 7836 –22373

Total other comprehensive income 7836 –22373

Total comprehensive income 43661 75576

Attributable to

Shareholders of Meyer Burger Technology Ltd 44126 75575

Non-controlling interests –465 1



Consolidated cash flow statement

in TCHF Notes 1.1.–31.12.2011 1.1.–31.12.2010

Profit for the year6.x

35825 97949

Income taxes 26 34184 –4580

Financial result 25 21380 34482

Earnings from investments in associated companies 10 25298 –

Depreciation, amortisation and impairments (net) 12 / 13 161681 59684

Gain / loss from sale of property, plant, equipment and intangible assets 22 / 24 –2706 –1123

Interest received 4115 1955

Interest paid –3805 –3483

Income taxes paid –32220 –22274

Tax reimbursement received 10 6286

Decrease / (increase) in trade receivables 2 –11393 3423

Decrease / (increase) of net assets from construction contracts 3 15226 –5859

Decrease / (increase) in inventories 8 3010 4694

Decrease / (increase) in other receivables 2 –2279 –673

Increase / (decrease) in provisions 15 54765 7283

Increase / (decrease) in current financial liabilities 76 58

Increase / (decrease) in non-current financial liabilities 5 73

Increase / (decrease) in trade payables –47445 27511

Increase / (decrease) in customer prepayments –34863 152886

Increase / (decrease) in other liabilities 9510 4094

Other non-cash related changes –11616 –14865

Cash flow from operating activities (operative cash flow) 218758 347520

Purchase / sale of financial assets (available-for-sale and loans) 4 21 2649

Investments in property, plant and equipment 12 –62671 –16495

Sale of property, plant and equipment 12 6180 3238

Investments in intangible assets 13 –2372 –1256

Increase in cash from merger with 3S Industries Ltd 32 – 46924

Purchase of shares of Roth & Rau AG until 9.8.2011 32 –261253 –

Purchase of remaining participation in Hennecke Systems GmbH – –24912

Cash flow from investing activities –320096 10147

Capital increases (incl. premium) 8285 3460

Purchase of treasury shares –161 –

Purchase of shares of Roth & Rau AG after 9.8.2011 –26664 –

Repayment of (current) financial liabilities 14 –1229 –23062

Issuance of (non-current) financial liabilities 14 15 –

Repayment of (non-current) financial liabilities 14 –18266 –33956

Cash flow from financing activities –38020 –53557

Change in cash and cash equivalents –139358 304109

Cash and cash equivalents at beginning of period 1 393543 96610

Currency translation differences on cash and cash equivalents 5995 –7177

Cash and cash equivalents at end of period 1 260180 393543



in TCHF

Notes

Attributable to shareholders ofMeyer Burger Technology Ltd

Share capital Capital reserves

Equity as of 1.1.20106.x

1605 91806

Profit for the year – –

Other comprehensive income – –

Comprehensive income – –

Capital increases 19 22 3479

Capital increase as of 14.1.2010 and exchange of shares 19 625 331972


Sale of treasury shares – –

Share-based payments 20 – –

Reclassification 6953

Total of other changes in equity 674 356715

Equity as of 31.12.2010 2279 448521

Profit for the year – –

Other comprehensive income – –

Comprehensive income – –

Capital increases 19 53 10095



Purchase of Roth & Rau shares after change in control – –8155

Purchase of treasury shares – –

Sale of treasury shares – –

Share-based payments 20 – –

Non-controlling interests as per acquisition 32 – –

Reclassification – 13850

Total of other changes in equity 107 60531

Equity as of 31.12.2011 2386 509052


Consolidated statement of changes in equity


Attributable to shareholders ofMeyer Burger Technology Ltd

Treasury shares

Reserve forshare-based

payments Retained earningsCurrency translation

differences

Total equity excl.non-controlling

interestsNon-controlling

interests

Total equity incl.non-controlling

interests

– 5420 98038 –581 196287 – 196287

– – 97948 – 97948 1 97949

– – – –22373 –22373 – –22373

– – 97948 –22373 75576 1 75576

3502 3 3505

–589 14793 – – 346801 – 346801

– – – – 14338 – 14338

15 – – – 15 – 15

– 6405 – – 6405 – 6405

– –6953 – – – – –

–574 14245 – – 371061 3 371064

–574 19665 195986 –22955 642923 4 642927

– – 40823 – 40823 –4998 35825

– – – 3302 3302 4534 7836

– – 40823 3302 44126 –465 43661

– – – – 10148 – 10148

– – – – 34406 – 34406

– – – – 10389 – 10389

– – – – –8155 –18504 –26659

–1604 – – – –1604 – –1604

87 – – – 87 – 87

– 5399 – – 5399 – 5399

– – – – – 43780 43780

– –13850 – – – – –

–1517 –8451 – – 50670 25276 75946

–2090 11215 236809 –19652 737719 24816 762534


1 General informationMeyer Burger Technology Ltd is a public limited company constituted in accordance withSwiss law. The address of the company’s registered office is: Grabenstrasse 25, 6340 Baar,Switzerland. Meyer Burger Technology Ltd registered shares (ticker: MBTN) are listed on theSIX Swiss Exchange in Zurich. The fiscal year of Meyer Burger Technology Ltd runs from1 January to 31 December. These consolidated financial statements were approved forpublication by the Board of Directors on 13 March 2012. They will be submitted for approvalat the Annual General Meeting to be held on 26 April 2012.

The Group currency (reporting currency) is the Swiss Franc (CHF). The consolidatedstatements are shown in thousands of Swiss Francs.

Meyer Burger Technology Ltd is a leading, globally active technology group specialising ininnovative systems and processes for cutting and handling crystalline and other high-gradematerials.

Meyer Burger is one of the world’s leading providers of innovative systems and productionlines for photovoltaics in the solar, semiconductor and optoelectronic industries. These threemarket areas need high-efficiency wafers made from silicon, sapphire or other crystals for themanufacture of solar modules, switching circuits or high-performance LEDs. The Group’score competences encompass a broad range of production processes, machinery andsystems, which are used in the production of high-quality solar wafers, the inspection andmeasurement of solar cells, the laminating, soldering and testing of solar modules and forintegrated solar systems. With the acquisition of Roth & Rau AG, with its cutting-edgeproducts and technologies for the next generation of crystalline silicon solar cells, MeyerBurger Group is further expanding its market leadership along the entire photovoltaic valuechain. The takeover has created a full-line system provider which covers all the most importanttechnology steps in the photovoltaic value chain from solar silicon to the complete solarsystem, specifically in the areas of wafering, solar cells and solar modules. The Group’scomprehensive product portfolio is complemented by a worldwide service network withreplacement parts and expendables, consumables, re-grooving services, process know-how, maintenance and customer service, training and other services. As a globally activecompany, Meyer Burger Group is represented in the key markets in Europe, Asia and NorthAmerica.

2 Significant accounting policiesThe significant accounting policies employed in the preparation of these consolidatedfinancial statements are described below. The policies described have been appliedconsistently to all of the reporting periods presented unless specifically stated to thecontrary.

Notes to the consolidated financial statements


2.1 Basis of accountingThe consolidated financial statements of Meyer Burger Group have been prepared inaccordance with International Financial Reporting Standards (IFRS). All standards of theIASB (International Accounting Standards Board) and all valid interpretations of the IFRIC(International Financial Reporting Interpretation Committee) that had entered into force bythe reporting date have been taken into account.

The consolidated financial statements have been prepared on the historical cost basis, withthe exception of available-for-sale financial instruments, which are stated at fair value, andfinancial assets and financial liabilities including derivative financial instruments, which areshown at fair value through profit and loss.

The preparation of the consolidated financial statements in conformity with IFRS requiresmanagement to make judgements, estimates and assumptions that could affect the reportedamounts of assets and liabilities, income and expenses, as well as the disclosure of contingentliabilities and contingent claims during the reporting period. While these estimates are basedon management’s best knowledge of current circumstances and possible future measures,actual results may ultimately differ from these estimates.

These consolidated financial statements are published in German and English. The Germanoriginal version is the binding version.

2.2 Changes to accounting policies2.2.1 New and amended standards and interpretations that have entered into force

for fiscal years beginning on or after 1 January 2011 and which do not applyto the Meyer Burger Group:

– The revised IAS 24 “Related Party Disclosures”, applicable to financial years commencingon or after 1 January 2011, simplifies the disclosure requirements for public companiesand redefines the concept of a “related party”. This change has no material effect onMeyer Burger Group’s consolidated statements.

– Amendments to IAS 32: the amendments relate to the classification of certain subscriptionrights issued in foreign currencies either as equity instruments or financial liabilities. On thegrounds of the amendments to IAS 32, rights, options or warrants that confer the right toacquire a fixed number of an entity’s own equity instruments for a fixed amount in anycurrency are classified as equity instruments provided the offer is made pro rata to allexisting owners of the same class of the entity’s own non-derivative equity instruments.Prior to this amendment of IAS 32, rights, options and warrants that conferred the rightto purchase a fixed number of an entity’s equity instruments for a fixed amount in anycurrency had to be classified as derivatives. The amendments must be appliedretrospectively. The application of the amendments had no impact on the current orprevious fiscal year, since Meyer Burger has not issued any instruments of this kind.


– The revised IFRIC 14 “IAS 19 – The Limit on a Defined Benefit Asset, Minimum FundingRequirements and their Interaction” is applicable to financial years beginning on or after1 January 2011 and stipulates that voluntary payments into a pension plan with a surplusshould be recognised as an economic benefit. This can typically occur in Switzerland incases where pension plans have an employer contribution reserve. Meyer Burger Grouphas no employer contribution reserves at the moment.

– IFRIC 19 deals with the accounting situation when financial liabilities are extinguished bythe issue of equity instruments. In particular, according to IFRIC 19 the equity instrumentwould be measured at fair value and any difference between the carrying amount ofthe financial liability extinguished and the initial measurement amount of the equityinstruments issued would be included in the entity’s profit or loss. The application ofIFRIC 19 had no impact on Meyer Burger Group’s consolidated financial statements inthe current fiscal year and previous periods, since no such transactions were carriedout.

– As part of its annual improvement process, the IASB issued various minor changes to anumber of existing individual standards in May 2010. These are to be applied to fiscalyears beginning on or after 1 January 2011 and have no significant impact on the MeyerBurger Group’s consolidated financial statements.

2.2.2 New and amended standards and interpretations that have not yet enteredinto force for fiscal years beginning on or after 1 January 2011 and that havenot been applied earlier than required:

– IAS 1 “Presentation of Financial Statements” was amended to require separate sub-totals for those elements that may be recycled (e.g. cash flow hedging, foreign currencytranslation) and those that are not recycled (e.g. fair value through OCI items underIFRS 9). The amended standard will apply to fiscal years beginning on or after 1 July2012. Meyer Burger Group is currently of the view that the new standard will not haveany material impact on its consolidated financial statements.

– IAS 12 “Income Taxes” was amended to the effect that the measurement of deferredtax relating to an investment property measured at fair value will depend on the tax impactof its sale. The amended standard applies to fiscal years beginning from 1 January 2012onwards; earlier application is permitted. This amendment will have only an insignificantimpact on Meyer Burger Group’s consolidated financial statements, since the carryingvalue of the investment property held is significantly below CHF 1 million as of 31 December2011.

– IAS 19 “Employee Benefits” was amended and will apply to fiscal years beginning on orafter 1 January 2013. The main change compared to the previous version of IAS 19 is thatthe annual costs of defined benefit plans will now include the net interest expenses andincome calculated on the net position of the plan, applying the discount rate for the definedbenefit obligations. In addition, actuarial gains and losses will be recognised in future in theOCI when they arise. The corridor method and immediate recognition in the incomestatement will no longer be permitted. The amended standard will apply to fiscal years


beginning on or after 1 January 2013. Meyer Burger Group takes the view that theamendments will not have any material impact on its consolidated financial statements.

– The amended IFRS 7 “Financial Instruments: Disclosures” demands new, additionaldisclosures about the transfer of financial assets and all associated financial obligations forcompanies transferring financial assets to third parties (e.g. factoring, securitisation etc.).The amended standard will apply to fiscal years beginning from 1 July 2011 onwards;earlier application is permitted. The amendment is irrelevant to Meyer Burger Group as itdoes not transfer financial assets to third parties.

– The new IFRS 9 “Financial Instruments” deals with the classification and measurement offinancial assets, thereby concluding the first of three project stages. IFRS 9 will fully replaceIAS 39 “Financial Instruments: Recognition and Measurement". IFRS 9 simplifies thefinancial asset categories, reducing them in number from four to two. This standard mustbe applied by 1 January 2015 at the latest, with earlier application permitted. Meyer BurgerGroup is currently of the view that the new standard will not have any material impact onits consolidated financial statements.

– The new IFRS 10 “Consolidated Financial Statements” and IFRS 11 “Joint Arrangements”replace the previous rules on consolidated financial statements and special purposeentities (IAS 27 “Consolidated and Separate Financial Statements” and SIC 12“Consolidation – Special Purpose Entities”) and the rules on the recognition of shares injoint ventures (IAS 31 “Interests in Joint Ventures” and SIC 13 “Jointly Controlled Entities –Non-Monetary Contributions by Venturers”). The requirements on disclosure in the Notespreviously necessary under IAS 27 and IAS 31 have also been brought together andredesigned in a separate standard, IFRS 12. By bundling the rules on consolidation in IFRS10, IAS 27 now only contains the rules on accounting for investments in subsidiaries,jointly controlled entities and associates when separate financial statements are presentedby the parent company; these rules were retained virtually unaltered. In the new version ofIAS 28 “Investments in Associates and Joint Ventures”, the scope of the rules on therecognition of investments in associated companies is extended by those on investmentsin joint ventures and the application of the equity method is prescribed as standard in bothcases. The date set for mandatory first-time application for all the standards is 1 January2013. Early application is permitted if all the standards in this package are applied early;only IFRS 12 or parts thereof may be applied early on its or their own. Meyer Burger Groupis currently of the view that the new standard will not have any material impact on itsconsolidated financial statements.

– The new IFRS 13 “Fair ValueMeasurement” consolidates the IFRS rules on themeasurementof fair value. The concept of fair value is defined, guidelines are provided for its measurementand disclosures about how the fair value is determined are required. However, IFRS 13does not stipulate what balance sheet items should be measured at fair value and when;this is still governed by the individual IFRS. The standard will apply to fiscal years beginningfrom 1 January 2013 onwards; earlier application is permitted. The standard is appliedprospectively. Meyer Burger Group is currently of the view that the new standard will nothave any material impact on its consolidated financial statements.


– IFRIC 20 deals with accounting policies for stripping costs which occur in the productionphase of a mine. The amendment will be applicable from 1 January 2013 onwards and willhave no impact on the consolidated financial statements of the Meyer Burger Group.

2.3 Principles of consolidationGroup companies are all those companies in which Meyer Burger Technology Ltd eitherdirectly or indirectly holds more than 50% of the voting rights or in which it has control inanother form. New Group companies are fully consolidated from the time at which control ofthe company is transferred to Meyer Burger. They are deconsolidated at the point in time atwhich control ceases.

Assets and liabilities as well as the income and expenses of these companies are fullyconsolidated. The shares of net assets and net profit or loss attributable to non-controllinginterests are presented separately in the consolidated balance sheet and income statement.All material intragroup transactions, balances, and unrealised profits and losses resultingfrom intragroup transactions are eliminated.

2.4 Scope of consolidationConsolidated companies

Participation 1

Company Registered office Currency Nominalvalue

31.12.2011 31.12.2010

3S Industries Ltd2 Hong Kong, Hong Kong HKD 1 0% 100%

3S Swiss Solar Systems Ltd Lyss, Switzerland CHF 3000000 100% 100%

AIS Automation GmbH Dresden, Germany EUR 51000 89.17% 0%

AMB Apparate + Maschinenbau GmbH Langweid, Germany EUR 30000 100% 100%

Diamond Materials Tech, Inc. Colorado Springs, USA USD 100 100% 100%

Hennecke Services GmbH3 Zuelpich, Germany EUR 25000 0% 100%

Hennecke Systems GmbH Zuelpich, Germany EUR 25000 100% 100%

MB Services AS Porsgrunn, Norway NOK 100000 100% 100%

MB Services Co. Ltd Zhubei City, Taiwan TWD 5000000 100% 100%

MB Services Pte. Ltd Singapore, Singapore SGD 1 100% 100%

MB Systems Co. Ltd Seoul, Korea KRW 50000000 100% 100%

MB Systems PVT, Ltd Pune, India INR 1000000 85% 85%

MBT Systems GmbH Langenfeld, Germany EUR 25000 100% 0%

MBT Systems Ltd Tucson, USA USD 1 100% 100%

Meyer Burger S.L. Barcelona, Spain EUR 3010 100% 100%

Meyer Burger Ltd Thun, Switzerland CHF 500000 100% 100%

Meyer Burger Automation GmbH Langenfeld, Germany EUR 25000 100% 100%

Meyer Burger GmbH Langenfeld, Germany EUR 25000 100% 100%

Meyer Burger Kabushiki Kaisha Tokyo, Japan JPY 10000000 100% 100%

Meyer Burger Trading (Shanghai) Co. Ltd Shanghai, China CNY 1655400 100% 100%

Meyer Burger Services GmbH Hohenossig, Germany EUR 25000 100% 100%

Meyer Burger Systems (Shanghai) Co. Ltd Shanghai, China CNY 6816060 100% 100%

Meyer Burger Technology Ltd Baar, Switzerland CHF 2386104 100% 100%

NedX Solar (Shanghai) Trading Co. Ltd Shanghai, China CNY 127033 89.17% 0%

OTB Solar B.V. Eindhoven, Netherlands EUR 18200 89.17% 0%

Pasan SA Neuchâtel, Switzerland CHF 102000 100% 100%

Precision Tooling & Solar Tech. Co. Ltd Shenzhen, China CNY 47272680 89.17% 0%


R3T Rapid Reactive Radicals Tech. GmbH Munich, Germany EUR 35790 89.17% 0%

Romaric Automation Desing, Inc. Salt Lake City, USA USD 8570 89.17% 0%

Roth & Rau - Ortner GmbH Dresden, Germany EUR 305000 89.17% 0%

Roth & Rau - Ortner Malaysia Sdn. Bhd. Cyberjaya, Malaysia MYR 100000 89.17% 0%

Roth & Rau - Ortner USA Salt Lake City, USA USD 50000 89.17% 0%

Roth & Rau AG Hohenstein-Ernstthal,Germany

EUR 16207045 89.17% 0%

Roth & Rau Australia Pty. Ltd Sydney, Australia AUD 100000 89.17% 0%

Roth & Rau CTF Solar GmbH Hohenstein-Ernstthal,Germany

EUR 27450 89.17% 0%

Roth & Rau Dünnschicht Solar GmbH Hohenstein-Ernstthal,Germany

EUR 25000 89.17% 0%

Roth & Rau Hongkong Ltd Hong Kong, Hong Kong HKD 10 89.17% 0%

Roth & Rau India Pvt. Ltd. Mumbay, India INR 926200 89.17% 0%

Roth & Rau Italy S.r.l. Monza, Italy EUR 100000 89.17% 0%

Roth & Rau Korea Co. Ltd. Seoul, Korea KRW 50000000 89.17% 0%

Roth & Rau Microsystems GmbH Hohenstein-Ernstthal,Germany

EUR 500000 89.17% 0%

Roth & Rau Muegge GmbH Reichelsheim, Germany EUR 400000 89.17% 0%

Roth & Rau Shanghai Trading Ltd Shanghai, China EUR 500000 89.17% 0%

Roth & Rau Singapore Pte. Ltd Singapore, Singapore EUR 5315 89.17% 0%

Roth & Rau Switzerland AG Neuchâtel, Switzerland CHF 100000 89.17% 0%

Roth & Rau USA Inc. San José, USA USD 100 89.17% 0%

Solar Holding Inc. (Delaware) Delaware, USA USD 100 89.17% 0%

Somont GmbH Umkirch, Germany EUR 25000 100% 100%

Equity participations

Participation 1

Company Registered office Currency Nominalvalue

31.12.2011 31.12.2010

Cober Muegge LLC Norwalk, USA USD 244006 44.59% 0%

1The share of equity corresponds to the share of voting rights.23S Industries Ltd was liquidated in 2011.3Hennecke Services GmbH was merged with Hennecke Systems GmbH in 2011.

2.5 Foreign currency translation2.5.1 Foreign currency translation of financial statements of subsidiaries in foreign

currenciesIndividual Group companies compile their financial statements in the local currency (functionalcurrency).

The balance sheets and income statements of Group companies are translated into SwissFrancs for the purposes of consolidation as follows:− Assets (including goodwill) and liabilities at the closing rate− Equity (excluding net income for the year) at the historical rate− Comprehensive income in equity at the average rate for the period− Income statement including profit for the year at average exchange rates for the period


Foreign currency translation differences arising from the conversion of financial statementsof foreign Group companies and associates are taken to other comprehensive income.Any currency translation difference existing in equity at the time of the sale of a foreignGroup company is recognised in the income statement as part of the profit on sale.

The following translation rates into Swiss Francs were used during the year under review:Balance sheet Income statement

Unit 2011 2010 2011 2010

Euro (EUR) 1 1.2176 1.2468 1.2333 1.3831

US Dollar (USD) 1 0.9386 0.9408 0.8868 1.0431

Chinese Yuan Renminbi (CNY) 100 14.8294 14.2729 13.7173 15.4031

Japanese Yen (JPY) 100 1.2213 1.1537 1.1126 1.1882

Australian Dollar (AUD) 1 0.9585 - 0.9150 -

Hong Kong Dollar (HKD) 1 12.0881 12.0897 11.3921 13.4256

Indian Rupee (INR) 100 1.7445 2.0760 1.8892 2.2761

South-Korean Won (KRW) 100 0.0810 0.0832 0.0800 0.0902

Malaysian Ringgit (MYR) 100 29.6017 - 28.9892 -

Norwegian Kroner (NOK) 100 15.734 15.9555 15.8145 17.2628

Singapore Dollar (SGD) 1 0.7242 0.7290 0.7050 0.7648

Taiwan Dollar (TWD) 100 3.1246 3.2398 3.0173 3.3066

2.5.2 Foreign currency translation of transactionsOn initial recognition of a transaction in a foreign currency, the amount in the foreign currencymust be translated into the functional currency at the exchange rate at the time of thetransaction. Average values (e.g. monthly rates) are allowed if they represent a reasonableapproximation to the actual value.

Balance sheet items are translated as follows at the end of the reporting period:− Monetary items at closing rate− Non-monetary items measured at amortised cost, at historical rate− Non-monetary items measured at fair value, at the rate on the revaluation date

All currency translation differences must be recognised in the income statement, with theexception of currency translation differences on financial assets with equity character thatfall into the “available-for-sale” category, as well as derivative financial instruments held forthe purpose of cash flow hedging.

2.6 Cash and cash equivalentsCash and cash equivalents include all cash, postal and bank account balances, cheques andbills receivable as well as time deposits with an original maturity of up to 90 days.

Cash and cash equivalents are reported at their nominal value.


2.7 Trade receivablesTrade receivables include all claims arising from the sale of goods or the provision of services.

Trade receivables are initially measured at fair value. Subsequent measurement is atamortised cost less allowances. Individual allowances are used in all cases based on thespecific debtor risks in addition to other known risks. An allowance can also be made on aportfolio basis where this is deemed appropriate on the basis of historical experience. Insuch a case, the risk pattern is regularly assessed and adjusted where necessary.

Changes to allowances for doubtful receivables as well as real losses due to bad debts areshown in other operating expenses.

2.8 Other receivablesThis item includes all other receivables that do not arise from trade (e.g. VAT credits,withholding tax credits, receivables from social insurance, etc.) Also included in this item areprepayments to suppliers and prepaid expenses (e.g. for rent, interest, insurance premiums,etc.).

Other receivables are initially measured at fair value. Subsequent measurement is at amortisedcost less allowances.

2.9 Financial assetsDepending on the reason for the acquisition, Meyer Burger Group classifies its financialassets into the following categories:

2.9.1 Financial assets at fair value through profit and lossThis category is divided into two sub-categories: financial assets that are allocated as“designated” or “held for trading” from the beginning. A financial asset is allocated to thiscategory if it was primarily acquired with an intention to sell the asset within a short periodof time or if management classified it accordingly. Derivative financial instruments alsobelong to this category, provided they do not qualify for hedge accounting. Financial assetsin this category are shown as current assets if they are either held for trading or will mostprobably be sold within 12 months of the balance sheet date.

2.9.2 Loans and receivablesLoans and receivables are non-derivative financial assets with fixed or determinable paymentsthat are not quoted in an active market. They are classified as current assets provided thematurity date falls no longer than 12 months after the balance sheet date. Otherwise, they arereported as non-current assets.

Trade receivables are dealt with in Note 2.7.


2.9.3 Available-for-sale financial assets“Available-for-sale” financial assets are any non-derivative financial assets that are not allocatedto the other designated categories. They are allocated to non-current assets, providedmanagement does not intend to sell them within 12 months of the balance sheet date.

All financial assets, with the exception of loans, are recognised on the trade date on whichMeyer Burger Group commits to buy or sell the asset. Loans are recognised on thesettlement date. Financial assets of the category “at fair value through profit and loss” areinitially recognised at fair value. Financial assets that belong to the other categories areinitially recognised at fair value plus transaction costs. A financial asset is derecognised ifeither the contractual rights to receive the cash flows from the financial asset have expired,or if substantially all the risks and rewards arising from the financial asset have beentransferred to a third party. Available-for-sale financial assets and financial assets of thecategory “fair value through profit and loss” are measured at fair value after their initialrecognition. Loans are carried at amortised cost using the effective interest rate method.

Gains or losses from financial assets measured at fair value through profit and loss arerecognised in the income statement in the financial result for the period in which they arise.Dividends from “available-for-sale” equity instruments are recognised in the income statementupon establishment of the legal right to receive payment. Changes in the fair value of monetaryfinancial assets that are classified as “available-for-sale” are divided into currency translationdifferences, changes to amortised cost through profit and loss, and other changes to thecarrying amount without any effect on profit and loss. Changes in the fair value of non-monetary financial assets that are designated as “available-for-sale” are recorded under OCIwithout any effect on profit and loss.

If financial assets that are classified as “available-for-sale” are sold or become impaired, thecumulative recognised remeasurement of the fair value previously booked to other reserves isrecognised in the income statement.

The fair value of listed holdings is measured according to the current offer price in the market.If there is no active market for a financial asset or the asset concerned is not listed, the fairvalue is calculated using appropriate valuation methods. These include reference to recentat-arm’s length market transactions between independent parties, use of the current fairvalue of other assets that are substantially the same, discounted cash flow methods, andoption pricing models that as far as possible reflect market conditions and as far as possibleexclude company-specific data.

A check is carried out at each balance sheet date to assess if there is any objective evidenceof impairment of a financial asset or a group of financial assets. If such evidence exists for“available-for-sale” financial assets, the cumulative loss – measured as the differencebetween cost and current fair value less any impairments recognised in relation to thefinancial asset concerned – will be booked out of other reserves and recognised in theincome statement. Impairments relating to financial assets with equity character recognisedthrough profit and loss may no longer be reversed through profit and loss, but must bereported directly under other reserves and are only recognised through profit and loss whenthe instrument is sold.


2.9.4 Derivative financial instrumentsDerivative financial instruments are initially recognised at fair value when the contract isentered into, and are subsequently carried at fair value at each balance sheet date. The profitor loss resulting from the measurement is immediately recognised in the income statementunless the derivative is designated as and effective as a hedging instrument in hedgeaccounting. The timing of the recognition of the measurement results in the income statementdepends on the type of hedge. Meyer Burger Group may designate individual derivativefinancial instruments to hedge the fair value of balance sheet assets or liabilities or fixedobligations, or to hedge transactions that are expected with a high degree of probability orthe foreign-currency risk of fixed obligations (hedging cash flows).

Where hedge accounting is used, the effective portion of changes in the fair value of derivativefinancial instruments is recognised in other reserves. The ineffective portion of such changesin fair value is, however, recognised directly in the income statement. Accrued amounts inother reserves are transferred to the income statement and recognised as income during theperiod in which the underlying hedged transaction affects profit and loss (e.g. at the time atwhich a hedged future sale occurs). If the future transaction is no longer expected to occur,the cumulative profit or loss recognised in other reserves is immediately transferred to theincome statement.

Derivative financial instruments that are used as hedging instruments as part of Meyer BurgerGroup’s risk strategy and that do not meet the strict criteria of hedge accounting at inceptionare allocated to the category “fair value through profit and loss” and measured through profitor loss.

Derivative financial instruments with positive replacement values are reported under financialassets, while derivative financial instruments with negative replacement values are reportedunder financial liabilities.


2.10 InventoriesDepending on the stage of completion of the individual products and their purpose, inventoriesare broken down into raw materials, purchased parts and goods for resale, goods inconsignment, semi-finished goods and work in process, finished goods and machines beforeacceptance. Machines before acceptance are recognised from the delivery of the machine tothe time of final acceptance by the customer.

Raw materials, purchased parts, goods for resale and goods in consignment are measuredat weighted average cost or net realisable value, if lower. Semi-finished goods, work inprogress, finished goods and machines before acceptance are measured at cost ofproduction or net realisable value, if lower. Net realisable value is the estimated selling priceless direct costs to sell and, where applicable, costs of completion.

Allowances are made for overly high levels of inventories that in all probability cannot be sold,for inventories where there is no or virtually no inventory turnover, and for damaged andunsalable inventories.

Customer prepayments directly attributable to a machine or an order are recognised asdeductions in inventories, but only up to the amount of the recognised value of the goods.

2.11 Construction contractsConstruction contracts are contracts for the construction of customer-specific assets orgroups of assets which normally extend over several reporting periods.

Construction contracts are measured using the percentage-of-completion (PoC) method.The degree of completion is calculated individually for each construction contract and isequal to the ratio of costs incurred on the order as of the reporting date to the total costsestimated at that date. The accrued costs and the realised net income calculated on thebasis of the percentage of completion are recognised in the income statement. In the balancesheet, the accrued costs plus the proportion of profit minus customer prepayments areshown as net assets or net liabilities from construction contracts.

2.12 Long-term assets held for saleA long-term asset held for sale or disposal group is reclassified as “non-current assets heldfor sale” if the asset can be sold immediately in its current condition, the sale is made underconditions that are usual and customary for such a sale, and the completion of the sale ishighly probable.

A long-term asset or disposal group held for sale is measured at its carrying amount or fairvalue less costs to sell, if lower. As soon as assets are classified as “held for sale”, depreciationof such assets must cease.

The liability of a long-term asset held for sale or a disposal group is recognised separatelyfrom other liabilities in the balance sheet. Those assets and liabilities may not be offset anddisclosed as a single account.


2.13 Investments in associatesAn investment in an associate is normally said to exist when a company holds between 20%and 50% of the voting rights. Nonetheless, it is also possible that a holding of less than 20%of the voting rights can represent an investment in an associate if the investor is able toexercise significant influence.

Investments in associates are recorded using the equity method. Upon initial recognition of aninvestment in an associate, the acquired investment is carried at cost. The goodwill paid for anassociate is included in the carrying amount of the investment. The investment in the associateis adjusted thereafter for post-acquisition changes in the investor’s share of the net assets.

2.14 Investment propertiesInvestment properties are properties (land or buildings – or parts of buildings – or both)held to earn rent or for capital appreciation or both.

Investment properties are measured at purchase price or construction cost less anyaccumulated depreciation and impairment losses. Investment properties are depreciated ona straight-line basis over the expected useful life of 25 years.

2.15 Property, plant and equipmentProperty, plant and equipment include land, property used for operational purposes,facilities, machinery, IT, vehicles and plant and equipment under construction.

Property, plant and equipment are measured at their purchase price or construction costsless accumulated depreciation and accumulated impairment losses.

Depreciation is generally carried out using the straight-line method over the following expecteduseful lives:

Useful life in years

Land No depreciation

Properties used for operational purposes 10–30

Facilities 5

Machinery 3–10

IT 3

Vehicles 4–8

Where components of a fixed asset have differing useful lives or are useful in different forms,the purchase price or construction costs is/are allocated to the significant components.


2.16 Intangible assetsIntangible assets relate in particular to goodwill, development costs, acquired software,patents, licenses and intangible assets from acquisitions. The intangible assets fromacquisitions include technologies, customer relationships, brands and orders that have avalue.

Goodwill is valued at the cost of acquisition less any impairment losses. Goodwill is allocatedto cash-generating units and not amortised, but tested annually for impairment.

Intangible assets from acquisitions (for example technology or customer relationships) arereported at fair value at the time of acquisition and then amortised using the straight-linemethod over the scheduled useful life of the asset.

Development costs are capitalised if they relate to a project that is technically feasible, if afuture inflow of benefits is probable and if the costs can be reliably determined. Researchcosts are recognised as expenses.

Development costs and all other intangible assets are reported at their purchase price orconstruction costs less cumulative amortisation and cumulative impairment losses.

Intangible assets from acquisitions are amortised over the following useful lives:Useful life in years

Order backlog 1–2

Technologies 6–10

Customer relationships 6–10

Brands 6–10

Intangible assets are amortised by the straight-line method over their scheduled useful life.Software is amortised over three years using the straight-line method. All other intangibleassets are amortised over their expected useful life, subject to a maximum of ten years.

In the event that an intangible asset does not have a determinable useful life and thereforecannot be amortised according to a schedule, an annual test for impairment is conducted.

2.17 Income taxesIncome taxes comprise current and deferred income taxes.

Current income taxes are the expected taxes payable on the taxable income for the year ofthe Group companies in question including any adjustment to taxes payable in respect ofprevious years. Current income taxes are accrued in the year to which they relate.

Deferred income taxes are recognised using the liability method on temporary differences(valuation differences) between the tax bases of assets and liabilities and their carryingamounts for financial reporting purposes under IFRS. However, if deferred income taxesarise from initial recognition of an asset or liability in a transaction other than a businesscombination that at the time of the transaction affect neither accounting nor taxable profit/loss, they are not accounted for either at the point of initial recognition or thereafter.Deferred income taxes are determined using tax rates and laws that have been enacted or


substantively enacted by the balance sheet date and are expected to apply when therelated deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxableprofit will be available against which the temporary difference or a loss carry-forward can beutilised.

Deferred income tax liabilities are recognised on temporary differences arising in connectionwith investments in subsidiaries and associates, except where the timing of the reversal ofthe temporary difference can be determined by Meyer Burger Group and it is probable thatthe temporary difference will not reverse in the foreseeable future due to this influence.

2.18 Financial liabilitiesFinancial liabilities are divided into current and non-current depending on the time tomaturity, and include in particular liabilities to banks, derivative financial instruments,liabilities from finance leases, loans and mortgages.

Financial liabilities are initially recognised at fair value net of transaction costs. Subsequentmeasurement is at amortised cost using the effective interest rate method.

Also shown within financial liabilities are the negative replacement values of derivative financialinstruments (see Note 2.9).

Finance leases are discussed in Note 2.28.

2.19 Trade payablesTrade payables are recognisedwhen a legal obligation to pay cash arises due to prior performance.

Trade payables are recognised at amortised cost, which is generally the nominal value.

2.20 Customer prepaymentsA prepayment is a non-interest-bearing payment by a customer under an existing contractfor construction and/or delivery of products and services.

Customer prepayments are recognised at amortised cost, corresponding to the nominalvalue.

Customer prepayments directly attributable to a machine (or order) or a long-termconstruction contract are recognised as deductions in inventories or in long-termconstruction contracts.

2.21 Other liabilitiesOther liabilities include non-interest-bearing liabilities, in particular VAT liabilities, liabilitiesfor social security payments, current and non-current employee benefits (e.g. accrued paidannual leave and overtime, profit-sharing, bonuses, etc.) and deferred income.


Other liabilities are measured at cost, which is generally the nominal value. Subsequentmeasurement is made at amortised cost, which is generally also the nominal value.

2.22 Provisions and contingent liabilitiesMeyer Burger makes a distinction between the following categories of provisions: warranties,provisions for restructuring, onerous contracts, litigation and other provisions.

Provisions are only created if there is a present obligation to third parties as a result of a pastevent, a reliable estimate can be made of the amount of the obligation, and an outflow ofresources is probable. If an obligation cannot be estimated with sufficient reliability, it isshown as a contingent liability but not recognised.

A provision is measured on the best estimate concept, i.e. the amount recognised as aprovision is the best estimate of the expenditure required to settle the present obligation onthe balance sheet date. The amount of a provision is reviewed for appropriateness at everybalance sheet date. Non-current provisions are discounted.

2.23 EquityEquity includes share capital, capital reserves, treasury stock, the reserve for share-basedpayments, retained earnings, other reserves and non-controlling interests.

Share capital is the nominal value of all outstanding shares.

Capital reserves contain payments by shareholders in excess of par. This is the premium,reduced by the excess value over par of cancelled treasury stock. Gains and losses realisedon the sale of treasury stock are also recognised directly in the capital reserves.

Treasury stock comprises shares in Meyer Burger Technology Ltd held by Meyer BurgerTechnology Ltd itself or indirectly through a Group company. Treasury stock is recognised atcost and is not remeasured at the end of a reporting period.

The reserve for share-based payments includes the fair value of options and shares grantedto the Executive Board, the Board of Directors and key employees and recognised over thevesting period.

Retained earnings are the profits of the Meyer Burger Group that have not been distributedas dividends, and are freely available for the most part. They include the legal, statutory andfree reserves.

Other reserves include currency translation differences from translating financial statementsof foreign subsidiaries, fair value adjustments of financial assets held for sale, fair valueadjustments of derivative financial instruments held for cash flow hedging, the share in othercomprehensive income of associates and the income tax effect on other comprehensiveincome.

Non-controlling interests comprise that part of the equity of Group companies that isattributable directly or indirectly to third-party shareholders.


2.24 Revenue recognitionRevenue corresponds to the fair value of the consideration received or receivable from the saleof goods and services. Revenue is recognised net of sales or other goods and services taxes,deductions of credit notes, returns and discounts.

Appropriate provisions are created for expected warranty claims arising from the sale of goodsand services.

Revenue is recognised when the amount of revenue can be measured with reliability and whenit is probable that the future economic benefits that are associated with the transaction will flowto the company and the following specific criteria are fulfilled:

Net revenue from the sale of machines is recognised after deduction of revenue reductions atthe time of the sale to the customer, at the point when the risks and rewards of ownership ofthe product are transferred to the buyer. Net revenue from long-term construction contracts ismeasured using the percentage-of-completion (PoC) method.

Net revenue from service agreements is recognised on the basis of the proportion of servicesperformed by the balance sheet date.

Net interest income is recognised using the effective interest rate method in the period to whichit relates; dividend income is recognised as soon as a legal right to payment is established.

2.25 Share-based paymentsA share-based payment is a transaction in which an entity receives or acquires goods orservices as consideration for equity instruments of the entity or by incurring liabilities to thesupplier of those goods or services for amounts that are based on the price of the entity’sshares or other equity instruments of the entity. The accounting treatment for share-basedpayments depends on how the transaction is settled, namely whether it is settled with equityinstruments or with cash. Meyer Burger Technology Ltd settles share-based payments withequity instruments. The fair value at the time of the shares or options being granted isrecognised in personnel expenses at the time of grant or, where appropriate, over the vestingperiod.

2.26 Business combinationsBusiness combinations are recognised on the basis of the acquisition method. Theconsideration transferred for a business combination is measured at the fair value determinedby the sum of the fair values of the transferred assets applicable at the time of the exchange,the liabilities assumed from the previous owners of the acquired company and the equityinstruments issued by the Group in exchange for control over the acquired company. Thecosts associated with the business combination must be recognised in the income statementat the time they are incurred.


The identifiable assets acquired and liabilities assumed must be measured at fair value. Thefollowing exceptions apply:– Deferred tax assets or deferred tax liabilities and assets or liabilities in connection with

agreements on employee benefits must be recognised and measured in accordance withIAS 12 “Income Taxes” or IAS 19 “Employee Benefits”

– Liabilities or equity instruments which relate to share-based payments or replacements ofshare-based payments by the Group must be measured at the time of acquisition inaccordance with IFRS 2 “Share-based Payment”; and

– Assets (or disposal groups) that are classified as being held for sale in accordance withIFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” must be measuredin accordance with this IFRS.

The goodwill is equal to the excess arising from the sum of the consideration transferred, theamount of all non-controlling interests in the acquiree, the fair value of the share of equitypreviously held by the acquirer in the acquiree (if applicable) and the net amount of theacquired assets identified and the liabilities assumed at the time of the acquisition. If afterremeasurement the share of the fair value of the acquired identifiable net assets allocable tothe Group exceeds the sum of the transferred consideration, the amount of non-controllinginterests in the acquiree and the fair value of the share of equity previously held by theacquirer in the acquiree (if applicable), the excess amount must be recognised directly as again through profit and loss (in the income statement).

Non-controlling interests must be measured initially either at fair value or at the correspondingproportion of the amounts of the identifiable net assets recognised. This option can beexercised for every new business combination.

If the consideration transferred by the Group upon a business combination includes assetsor liabilities arising from a contingent consideration agreement, the contingent considerationmust be measured at the fair value at the time of the acquisition and treated as part of theconsideration transferred. Changes to the fair value of the contingent consideration whichrepresent adjustments made during the measurement period must be corrected retroactivelyand booked accordingly against the goodwill or the gain from an acquisition at a price belowfair value. Corrections during the measurement period are adjustments reflecting additionalinformation about facts and circumstances existing at the time of the acquisition. Themeasurement period may not exceed one year from the time of acquisition.

Changes in the fair value of the contingent consideration which do not represent correctionsduring the measurement period are accounted for depending on how the contingentconsideration is to be classified. If the contingent consideration is equity, it is not remeasuredat the next closing dates, its settlement is recognised in equity. A contingent considerationthat represents an asset or liability must be applied, measured and a resulting gain or lossrecognised in the income statement on subsequent closing dates in accordance with IAS 39“Financial Instruments” or IAS 37 “Provisions, Contingent Liabilities and Contingent Assets".

In the event of a business combination achieved in stages, the share of equity previously heldby the Group in the acquiree must be redetermined at the fair value prevailing at the time ofacquisition (i.e. at the time control is attained) and the resulting gain or loss recognised in theincome statement as applicable.


Where the initial accounting treatment of a business combination has not been completed atthe end of the year in which it took place, the Group recognises provisional amounts for thoseitems where the accounting is incomplete. The amounts provisionally recognised have to becorrected during the reporting period or additional assets or liabilities recognised in order toreflect the latest information about facts and circumstances which existed at the time of theacquisition and which would have influenced the measurement of the amounts recognisedon that date had they been known.

2.27 Segment informationOperating segments are disclosed on the same basis as that used for internal reportingto the management bodies responsible for decision making. The Executive Board, asthe executive decision-making body, reviews the allocation of resources and performanceassessment.

2.28 LeasesA fundamental distinction is made between finance leases and operating leases.

A finance lease must be recognised in the balance sheet and generally transfers substantiallyall the risks and rewards incidental to ownership of the leased asset to the lessee when thelease agreement is entered into. These transactions are capitalised at the lower of the netpresent value of future lease payments or the fair value of the asset and depreciated over theshorter of the estimated useful life or the lease term. The corresponding liability is thenperiodically reduced by the amortisation portion of the lease payment and, depending on thedue date, allocated to either non-current or current financial liabilities. The finance chargeportion of the lease payment is recognised as a financial expense.

All leases that do not qualify as finance leases are deemed to be operating leases and aretreated in the same way as normal rents, i.e. the resultant payments are recognised as anexpense in the income statement over the lease term on a straight-line basis.

2.29 Government grants

A government grant is not recognised until there is reasonable assurance that theconditions attaching to it will be fulfilled, and that the grant will be received.

Government grants relating to assets are presented as a deduction from the carryingamount of the asset. Grants relating to income are deducted from the related expense.

2.30 Borrowing costsBorrowing costs comprise interest and other costs incurred in connection with the borrowingof funds.

Borrowing costs that are directly attributable to the acquisition, construction or production ofa qualifying asset are capitalised as part of the cost of that asset.


2.31 Impairment of non-financial assetsNon-financial assets are assessed on each balance sheet date for any indication ofimpairment. If any such indication exists, a check is carried out to determine whether theasset could be impaired, i.e. whether the carrying amount could exceed the higher of theasset’s fair value less costs to sell and its value in use. If this is the case, the appropriateimpairment loss is recognised.

The same method is applied to reversals of impairment losses as to identifying impairment,i.e. a review is carried out on each reporting date to assess whether there are indications thatan impairment loss might no longer exist or might have decreased. If this is the case, theamount of the decrease in impairment loss is determined (the difference between therecoverable amount and the maximum carrying amount excluding the original deduction forimpairment) and the impairment reversed accordingly.

Goodwill must be tested for impairment annually.

For the purpose of impairment testing, goodwill acquired in a business combination must,from the acquisition date, be allocated to each of the acquiree’s cash-generating units, orgroups of cash-generating units, that are expected to benefit from the synergies of thecombination, irrespective of whether other assets or liabilities of the acquiree are assigned tothose units or groups of units.

Impairments on goodwill may not be reversed.

2.32 Pension plansMeyer Burger Group has a range of pension plans designed to take account of local conditionsin individual countries. The Group operates defined benefit plans in Switzerland and definedcontribution plans in other countries. Assets and liabilities of the Swiss pension plans are heldin institutions that are legally independent of Meyer Burger Group.

Defined benefit plans typically prescribe an amount of pension benefits which an employee willreceive upon retirement and which, as a rule, is dependent on one or more factors such asage, years of service and salary. In contrast, with a defined contribution plan, a fixed amountis paid to an entity (insurance company or fund) that does not belong to Meyer Burger Group.Meyer Burger does not have any legal or constructive obligation to make further paymentsshould the defined contribution fund have insufficient assets to settle the claims to post-employment benefits of all employees relating to the current and previous financial years.

For defined benefit plans, the amount recognised in the balance sheet is the net present valueof the defined benefit obligation at the balance sheet date reduced by the fair value of planassets and adjusted for cumulative unrecognised actuarial gains and losses and unrecognisedpast service cost. The defined benefit obligation (DBO) is calculated annually by an independentactuary using the projected unit credit method.

Underfunding is always recognised as a liability. Overfunding, however, is only recognised tothe extent that it represents an economic benefit for the Group.


Actuarial gains and losses that are based on experience-based adjustments and changes inactuarial assumptions and exceed 10% of the fair value of plan assets or, if higher, 10% of thepresent value of the defined benefit obligation are recognised in the income statement over theexpected average remaining working lives of the employees participating in that plan (thecorridor rule).

In the case of defined contribution plans, Meyer Burger Group pays contributions to public orprivate pension insurance plans on the basis of a statutory or contractual obligation, or on avoluntary basis. Meyer Burger does not have any further payment obligations over and abovepayment of the contributions. The contributions are recognised under personnel costs whenthey fall due.

2.33 Earnings per shareEarnings per share is calculated by dividing the Group’s profit or loss attributable to registeredshareholders of Meyer Burger Technology Ltd by the weighted average number of registeredshares outstanding during the period in question. For the purposes of diluted earnings pershare, potential dilution effects, e.g. from the exercise of options or conversion rights, aretaken into account when counting the number of outstanding shares, and the relevant profitadjusted accordingly.

Treasury shares are not regarded as outstanding shares and are not included in the calculation.Where there are discontinued operations, earnings per share are reported both for continuingoperations and overall.


3 Financial risk management and capital management3.1 Overview of financial instrumentsThe following is an overview of the Meyer Burger Group’s financial instruments:

Financial assets

in TCHFReceivables

and loans

Fair valuethrough

profit andloss

Derivativefor hedge

accountingAvailable-

for-sale Total

31.12.2011

Cash and cash equivalents 260180 – – – 260180

Trade receivables 79208 – – – 79208

Other receivables 74727 – – – 74727

Financial assets 510 3460 – – 3970

Total 414625 3460 – – 418085

31.12.2010

Cash and cash equivalents 393543 – – – 393543

Trade receivables 36937 – – – 36937

Other receivables 45805 – – – 45805

Financial assets 500 – – – 500

Total 476785 – – – 476785

Financial liabilities

in TCHF

Fair valuethrough

profit andloss

Derivativefor hedge

accounting

Otherfinancialliabilities Total

31.12.2011

Financial liabilities 247 – 9618 9865

Trade payables – – 65555 65555

Other liabilities – – 73090 73090

Total 247 – 148263 148510

31.12.2010

Financial liabilities – – 892 892

Trade payables – – 77565 77565

Other liabilities 30678 30678

Total – – 109135 109135


3.2 Fair value assessmentFinancial instruments measured at fair value must be disclosed in a three-level valuationhierarchy. The valuation methods for each of these three levels differ as follows:

Level I Listed prices on active markets (not adjusted)Level II Valuation method with observable model inputsLevel III Valuation method with non-observable model inputs

Fair value hierarchyin TCHF Level I Level II Level III Total

31.12.2011

Financial assets

Derivative financial instruments – 3460 – 3460

Total financial assets – 3460 – 3460


Derivative financial instruments – –247 – –247

Total financial liabilities – –247 – –247

31.12.2010

Financial assets

Derivative financial instruments – – – –

Total financial assets – – – –


Derivative financial instruments – – – –

Total financial liabilities – – – –

The financial assets of TCHF 3,460 shown under Level II as of 31 December 2011 correspondto the positive replacement values of forward foreign currency contracts entered into. As of31 December 2010, no current forward currency contracts were outstanding.


The financial asset of TCHF 1,270 shown under Level III as of 1 January 2010 correspondedto a stake of around 9% in SiC Processing Wuxi. This stake was sold in 2010.

Financial assets at fair value in level IIIFair value through profit

and lossAvailable-

for-sale Total

in TCHFTraded

securities

Tradedderivativefinancial

instrumentsEquity

instruments

1.1.2010 – – 1270 1270

Changes in scope of consolidation – – – –

Total earnings or losses

reflected in income statement – – 1230 1230

reflected in other comprehensive income – – – –

Purchases – – – –

Issues – – – –

Sales – – – –

Currency translation differences – – –2649 –2649

Reclassification from level III – – 149 149

31.12.2010 – – – –

Total earnings or losses of the period for financial assets stillheld at the end of the reporting period – – – –

1.1.2011 – – – –

Changes in scope of consolidation – – – –

Total earnings or losses – – – –

reflected in income statement – – – –

reflected in other comprehensive income – – – –

Purchases – – – –

Issues – – – –

Sales – – – –

Currency translation differences – – – –

Reclassification from level III – – – –

31.12.2011 – – – –

Total earnings or losses of the period for financial assets stillheld at the end of the reporting period – – – –

3.3 Financial risk managementMeyer Burger Group is exposed in its operations to liquidity, credit and market risks (interestrate and foreign currency risks). As part of the Group’s risk management approach, derivativefinancial instruments are used to hedge against such risks. Generally, fluctuations in the fairvalue of these derivative financial instruments coincide with fluctuations in the oppositedirection with regard to the hedged positions.


3.3.1 Market risksForeign currency risksMeyer Burger Group is exposed in particular to exchange rate fluctuations through operatingexpenses and loans denominated in a currency other than the local currency (functionalcurrency) of the Group companies concerned. The extent of the risk posed by revenuedenominated in a foreign currency is lower. At a consolidated level, the Group is also exposedto exchange rate fluctuations between the Swiss Franc and the respective local currencies ofthe Group companies. The major foreign currencies relevant to the Meyer Burger Group arethe Euro, US Dollar and Chinese Renminbi.

Meyer Burger Group uses forward currency contracts to hedge against exchange rate risks.Most of the hedge transactions have a term of up to 12 months. Foreign exchange rate risksrelating to the carrying amount of the net investment in a foreign entity or the conversion ofresults posted by foreign entities are not hedged.

Fair value fluctuations in relation to foreign currency hedging are reported under other income.Hedge accounting has not been used to date.

The table below shows the currency risks from monetary financial instruments where thecurrency is not the same as the functional currency of the Group company holding thefinancial instrument:

Foreign currency balance (monetary and different from functional currency)

in TCHF

31.12.2011 31.12.2010

CHF EUR USD JPY CNY NOK SGD Other Total CHF EUR USD JPY NOK Total

Currency balanceafter hedging 32293 1311 12421 –61 379 457 1060 –79 47782 336 11507 28902 290 393 41428

Income statement relatedsensitivity analysis +/–5% 1615 66 621 –3 19 23 53 –4 2389 17 575 1445 14 20 2071

Exchange rate fluctuations of 5% would have increased or reduced the consolidated equity/net earnings by TCHF 2,389 (previous year TCHF 2,071) assuming that all other variables,particularly interest rates, remained unchanged.

Interest rate risksMeyer Burger Group faces an interest rate risk from fluctuations in interest rates on the capitalmarket. Cash and cash equivalents and liabilities from the use of the syndicated bank loan areparticularly exposed to the risk of fluctuating interest levels, with a potential related impact oncash flow. The other non-current financial liabilities are mainly subject to fixed rates of interest.Changes in interest rates may therefore cause the fair value of such financial liabilities tofluctuate, but this would not have any effect on either Group earnings or future cash flow.Meyer Burger Group actively manages its interest rate risks. Its main goal lies in limiting thevolatility of planned cash flows.


Cash flow sensitivity analysis for floating-rate financial instruments: a change of 50 basispoints in the rate of interest would have increased or reduced net earnings and consolidatedequity by TCHF 750 (previous year: TCHF 1,680), based on the assumption that all othervariables remained unchanged.

Other price risksMeyer Burger Group does not currently hold any financial instruments with equity characterand is therefore not exposed to any related price risks. A commodity is a physical substance,generally a basic resource such as iron ore, nickel, aluminium, copper or other metals, crudeoil, natural gas, coal, etc. Basically Meyer Burger is only exposed to fluctuations in commodityprices indirectly, through the products it acquires. The actual price risk is caused by the timedifference between cost rises implemented by suppliers as their raw material prices increaseand the opportunity for Group companies to increase their prices. Each Group company isresponsible for identifying and quantifying its commodity price risks. Meyer Burger Groupdid not trade in any such derivatives in 2010 or 2011.

3.3.2 Credit risksMeyer Burger Group is exposed to various credit risks through its operating activities. TheGroup has put in place guidelines to guarantee that products and services are only sold tocustomers with a good credit rating. Outstanding debts are also permanently monitored as partof ongoing operations. Due account is taken of credit risks in relation to trade receivables andprepayments by means of individual value adjustments and flat-rate value adjustments. Defaultrisks are minimised wherever possible by customer prepayments and credit commitments frombanks. With regard to the financial assets that were neither impaired nor in arrears as at thebalance sheet date, there are no signs that the debtors concerned will be unable to meet theirpayment obligations. The Group’s counterparties in securities transactions, derivative financialinstruments and financial investments are carefully selected financial institutions which areconstantly monitored within defined limits. On the basis of these institutions’ credit ratings,Meyer Burger Group does not expect to incur any losses on account of non-performance ofcontracts. Further information on the financial assets can be found in Note 6.2 (Receivables).

3.3.3 Liquidity risksLiquidity risk is the risk that Meyer Burger Group might be unable to meet its financialobligations as and when they fall due. The availability of sufficient liquidity is permanentlymonitored, with details provided to management monthly. Liquidity reserves are maintainedsuch that the Group is in a position to even out any normal fluctuations in the requirementfor funds. At the same time, unused credit lines are available as a means of cushioningany major fluctuations should they arise. The total amount of unused credit lines as at31 December 2011 was CHF 162.6 million (31 December 2010: CHF 14.4 million) andEUR 29 million.


The table below shows the total contractual maturities of non-discounted financial liabilities(including estimated future interest payments):

Contractual maturities of financial liabilities (not discounted)

in TCHFBookvalue

Totalpayment

Due

till 1 year1 to 5years > 5 years

31.12.2011

Financial liabilities (without foreign exchange rate contract) 9683 11087 2083 3286 5718

Foreign exchange rate contracts gross-cash-inflow – –13886 –13886 – –

Foreign exchange rate contracts gross-cash-outflow 182 14068 14068 – –

Trade payables 65555 65555 65555 – –

Other liabilities 73090 73090 71755 1335 –

Total financial liabilities 148510 149914 139575 4621 5718

31.12.2010

Financial liabilities (without foreign exchange rate contract) 893 893 583 310 –

Foreign exchange rate contracts gross-cash-inflow – – – – –

Foreign exchange rate contracts gross-cash-outflow – – – – –

Trade payables 77565 77565 77565 – –

Other liabilities 30678 30678 29599 985 93

Total financial liabilities 109136 109136 107747 1296 93

3.4 Capital managementThe capital managed by Meyer Burger Group is the consolidated equity. The aims inmanaging this capital are to maintain a healthy and solid balance sheet structure on agoing concern basis while guaranteeing the financial room for manoeuvre needed forfuture investments and acquisitions and generating a return for investors commensuratewith the level of risk. The capital structure is monitored using the equity ratio as the keyvariable:

Capital managementin TCHF 31.12.2011 31.12.2010

Equity attributable to shareholders of Meyer Burger Technology Ltd 737719 642923

Non-controlling interests 24816 4

Total equity 762534 642927

Total assets 1377352 1066799

Equity ratio 55.4% 60.3%

The equity ratio is reported to the Executive Board and the Board of Directors in the internalmonthly financial reporting. As an industrial company, Meyer Burger aims to have a solidbalance sheet with a high share of equity. In the light of risk considerations, Meyer Burgerstrives for a medium-term equity ratio of over 40%.


The Group’s capital management is also based around the requirements of its lending bankswith a view to improving the current rating. In April 2011, Meyer Burger replaced the existingsyndicated line of credit in the amount of TCHF 130,000 with a new line of TCHF 300,000from several highly reputed Swiss financial institutions, in order to fund acquisitions andworking capital (for further information about the syndicated line of credit, see Note 6.14).The banking syndicate set covenants. Should Meyer Burger be unable to meet thesecovenants, the bank syndicate would have the right to withdraw the loan at short notice. Thebanking syndicate stipulated a minimum equity ratio and a maximum level of indebtedness asof 31 December 2011. All covenants were met as of that date.

4 Estimation uncertainties and management judgementsPreparation of the financial statements in accordance with IFRS requires that managementmake estimates and assumptions that could affect the reported amounts of income andexpenses, assets and liabilities and contingent liabilities at the time of the accounts beingprepared. These estimates, assumptions and judgements are constantly updated. Theadjustments made can affect the current period or future periods, depending on thecircumstances concerned. The estimates, judgements and assumptions are based onhistorical values as well as other appropriate and justified factors. Actual events may deviatefrom these estimates. Additionally, the application of accounting standards requires that themanagement make decisions that could have a significant impact on the amounts reportedin the financial statements, especially the assessment of business transactions with acomplex structure or legal form requires that management make decisions. This applies tothe following circumstances in particular:

Business combinationsIn the event of control over another company being acquired, the costs of the acquisition areallocated to assets, liabilities and contingent liabilities. Any residual amount is reported asgoodwill. This assessment requires an estimate from management of the fair value of theseitems. The estimates made by management are reflected in particular in the reporting andmeasurement of intangible assets (technology, order backlog, customer base, etc.) and ofcontingent items, and are reviewed by external valuation experts.

Impairment of property, plant and equipment, goodwill and intangible assetsDetailed impairment tests are carried out at least once a year for goodwill and other intangibleassets with an indefinite service life. The value of all other assets is reviewed if there areindications that they are overvalued. Goodwill is allocated to the cash-generating units(CGUs). Within Meyer Burger Group, these CGUs correspond to the individual subsidiaries.The carrying values of the individual CGUs are compared against the higher of fair value lesscosts to sell and value in use. As part of the same process, the amount obtainable fromproperty, plant and equipment is calculated using the same method. These impairment testsare based on estimated future cash flows from the use of these assets. The actual cash flowsrecorded in practice could differ considerably from these estimates as a result of changes tothe planned use of assets such as technical obsolescence or market changes.


Receivables from construction contractsIn construction contracts, profit is normally taken using the percentage of completion (PoC)method, with revenue and expenses recognised in proportion to the degree of completionon the reporting date. This method depends on a reliable assessment of the degree ofcompletion. The degree of completion is calculated individually for each constructioncontract and is equal to the ratio of costs incurred on the order up to the reporting date tothe estimated overall construction costs at that date.

Trade and other receivablesImpairments on doubtful receivables are calculated based on their structure and estimates andassessments made by management about the client-specific and default risk of individualreceivables.

ProvisionsThe Group companies may, as part of their ordinary business activity, become involved in legaldisputes. Provisions for current or pending cases are measured based on existing knowledgeon the basis of cash outflows judged to be realistic. Depending on the outcome of such cases,claims may arise against the Group that may not be covered in full or in part by provisions orinsurance. The amount of warranty provisions is determined from past historical data and thecurrently known warranty risks. These provisions are made on a machine-specific basis assoon as a piece of equipment is invoiced (commencement of warranty period), and are reducedover the warranty period in line with the warranty costs incurred for the machine in question.Appropriate provisions are made to cover any contractual obligations where the unavoidablecosts of fulfilling the obligation exceed the economic benefits expected to be received underthem. These are based on management’s assessment of the case. For further information onprovisions please refer to Note 6.15.

Pension plansThe estimates and assumptions used to determine the annual plan costs and plan liabilitiesare based on future projections and calculations (e.g. the discount rate, the expected long-term return on investments, the expected rate of increase in wages and the expected rate ofinflation), which are determined on a joint basis with the actuaries.

Income taxesEstimates have to be made to determine the level of receivables and liabilities from currentand deferred income taxes. These estimates are based on an interpretation of the existing taxlaws and regulations. Numerous internal and external factors can impact on the finalassessment. These include amendments to tax law, changes in tax rates, the future level ofpre-tax profits and audits carried out by the tax authorities.


5 Segment reportingMeyer Burger Group is a leading, globally active technology group specialising in innovativesystems and processes for cutting and handling crystalline and other high-grade materials inthe solar (photovoltaic), semiconductor and optoelectronic industries. Meyer Burger Grouponly has one reportable segment, which means that the segment information corresponds tothe figures in the consolidated statements. At implementation of IFRS 8, the followingcircumstances led to the conclusion that the Group has one reportable segment only:

– Internal monthly reporting is carried out in concentrated form for the whole Group, with no splitby geography, industry (solar, semiconductors, optical systems) or technology (e.g. cutting,automation and robotic systems, measurement systems, coating technology, laminating andsoldering systems and customer service).

– Because of the close integration of the Group companies in individual projects, the legal entitiesalso generate sales with affiliated companies. Key decisions are therefore made for the wholeGroup by the Group Executive Board on the basis of individual projects and not on the basis ofthe individual financial statements of the legal entities.

The holding companies only supply internal services; their operating results are monitored inthe internal monthly reports referred to above.

Meyer Burger Group invested TCHF 388,451 (2010: TCHF 367,768) in non-current assets in2011, which was mainly the result of acquisitions (see Business combinations in Note 6.32),other property, plant and equipment (see Note 6.12) and intangible assets (see Note 6.13).

Geographical informationNet sales thirdsin TCHF 2011 2010

Switzerland 24534 10537

Germany 138215 71565

Rest of Europe 56610 56760

Asia 1058133 628722

USA 34952 58358

Rest of world 2595 62

Total 1315039 826005

The revenue in Asia mainly came from sales to China. Net sales of CHF 251 million wasgenerated from one major client (2010: CHF 252 million), corresponding to 19.2% (2010:30.5%) of Meyer Burger Group’s net sales.


Long-term assetsin TCHF 2011 2010

Switzerland 158811 143429

Germany 407331 209029

Netherlands 14206 –

Rest of Europe 1274 1990

Asia 4210 1567

USA 87814 73465

Total 673646 429480

Net sales from products and servicesNet sales include the following products and services:in TCHF 2011 2010

Net sales from products

Machines/systems manufactured 1165107 731645

Machines/systems traded 16718 9323

Spare parts 49779 25508

Consumables 26280 19457

Other goods 10608 3961

Net sales from services

Commissioning 7257 –

Servicing and maintenance 7954 4590

Regrooving and recoating 5359 6256

Commissions 115 151

Consultancy and training 1 84

Other services 1450 1125

Net sales from construction contracts 24412 23906

Net sales 1315039 826005

6 Notes to the consolidated financial statements6.1 Cash and cash equivalentsin TCHF 31.12.2011 31.12.2010

Cash and cash equivalents 254629 373513

Time deposits with maturities up to 90 days 71 20030

Cheques, notes receivable 5479 –


Of the total amount of cash and cash equivalents, TCHF 13,936 (2010: TCHF 14,863) islocated in countries where cash flows to other countries are subject to formal requirementsor applications.


6.2 Receivablesin TCHF 31.12.2011 31.12.2010

Trade receivables 134029 39922

Other receivables 74486 45970

Allowances –54910 –3150

Receivables 153605 82742

Receivables without individual allowances31.12.2011 31.12.2010

in TCHFTrade

receivablesOther

receivablesTrade

receivablesOther

receivables

Not yet due 50042 72401 20853 45655

1–30 days overdue 15605 857 6603 –

31–90 days overdue 12503 34 4123 –

More than 91 days overdue 720 1’064 4826 –

Receivables without individual allowances 78871 74356 36406 45656

Receivables with individual allowances31.12.2011 31.12.2010

in TCHFTrade

receivablesOther

receivablesTrade

receivablesOther

receivables

Gross receivables 55158 130 3516 315

Allowances –54482 –130 –2817 –165

Receivables adjusted 676 – 699 150


Change in allowances on receivablesTrade receivables Other receivables

in TCHFIndividual

allowances

Allowanceson portfolio

basisIndividual

allowances

Allowanceson portfolio

basis

Balance as of 1.1.2010 –2928 –170 – –

Changes in scope of consolidation –961 – –114 –

Impairment –2539 –17 –50 –

Reversal of impairment 2234 – – –

Disposals 1213 – – –

Currency translation differences 164 18 – –

Balance as of 31.12.2010 –2817 –169 –165 –

Changes in scope of consolidation –26349 –317 – –

Impairment –23454 –77 – –

Reversal of impairment 384 186 35 –

Disposals 780 71 – –

Currency translation differences –3025 7 – –

Balance as of 31.12.2011 –54482 –299 –130 –

Both trade and other receivables are for the greater part current in nature. Non-currentreceivables account for approximately CHF 3.3 million (2010: CHF 3 million). Meyer BurgerGroup has not pledged any receivables to third parties as collateral. The maximum credit riskfor Meyer Burger Group corresponds in any case to the carrying amount of the receivablesrecognised. A large part of the impairments booked relates to a small number of customers.

6.3 Net assets from construction contractsin TCHF 31.12.2011 31.12.2010

Work in process 70944 23906

Customer prepayments –59719 –18047

Net construction contracts 11225 5859

thereof

Net receivables construction contracts 12660 5859

Net liabilities construction contracts 1435 –

Additional information

Amount of retentions – –

Income from the PoC method (income statements) 24412 23906

Accrued projects costs 18850 15275

Gross profit recognised 5562 8631


6.4 Financial assetsFair value through profit

and loss

Available-for-sale

Derivativefinancial

instruments Loans Totalin TCHF Trading Designated

Balance as of 01.01.2010 – – 1270 588 187 2045

Changes in scope of consolidation – – – – 79 79

Additions – – – – 315 315

Income statement related impairment – – 1230 – – 1230

Disposals – – –2649 –588 –84 –3321

Currency translation differences – – 149 – 3 152

Balance as of 31.12.2010 – – – – 500 500

Changes in scope of consolidation – – – – 7 7

Income statement related impairment – – – 3460 – 3460

Disposals – – – – –1 –1

Currency translation differences – – – – 3 3

Balance as of 31.12.2011 – – – 3460 510 3969

Thereof short-termFair value through profit

and loss Available-for-sale

Derivativefinancial

instruments Loans Totalin TCHF Trading Designated

01.01.2010 – – – 588 – 588

31.12.2010 – – – – 314 314

31.12.2011 – – – 3460 326 3786

The maximum credit risk for Meyer Burger Group corresponds in any case to the carryingamount of the financial assets recognised. Meyer Burger Group has not pledged any financialassets to third parties as collateral.

6.5 Financial assets carried at fair value through profit or lossand available-for-sale

As at 31 December 2011, Meyer Burger Group had no financial assets carried at fair valuethrough profit or loss and available-for-sale.


6.6 Derivative financial instruments

in TCHF

Positivecurrent

market valueContractvolume

Negativecurrent

market valueContractvolume

Cash flow hedges

Currency – – – –

Interest rate – – – –

Fair value hedges



Trading assets



31.12.2010 – – – –

Cash flow hedges



Fair value hedges



Trading assets

Currency 3460 36528 182 14004

Interest rate – – 65 1583

31.12.2011 3460 36528 247 15587

The foreign currency instruments as at 31 December 2011 were mainly currency hedges inUS Dollars and Euro. The maximum residual term of forward foreign exchange contracts was12 months.

6.7 LoansThe loans as at 31 December 2011 with a carrying amount of TCHF 510 (31 December 2010:TCHF 500) were not subject to any impairment; the amount shown corresponds to theeffective receivables from the borrowers. The carrying amounts of these loans do not differmaterially from the fair value. The maximum exposure to credit risk corresponds to thecarrying amount.


6.8 Inventoriesin TCHF 31.12.2011 31.12.2010

Raw materials, purchased parts 115804 53621

Goods in consignment 19 22

Semi-finished goods 113696 76746

Finished goods 71376 20202

Machines before acceptance 228041 201112

Customer prepayments –265328 –202772

Value adjustment inventories –51603 –9903

Inventories 212005 139028

Allowances are made for inventories that presumably cannot be sold, for inventories wherethere is no or virtually no inventory turnover, and for damaged and unsellable inventories. Thevalue adjustment through profit and loss amounts to CHF 20 million. The remaining increaseof CHF 21.7 million results from the takeover of the Roth & Rau companies and was recognisedin the change in scope of consolidation in the opening balance sheet as of 9 August 2011.

6.9 Non-current assets held for saleAs at 31 December 2011 and 31 December 2010, Meyer Burger Group had no non-currentassets held for sale.

6.10 Investments in associatesin TCHF 2011 2010

Balance as of 01.01. – –

Acquisitions 127660 –

Result –25298 –

Share in other comprehensive income – –

Sale – –

Changes in scope of consolidation –91310 –

Currency translation differences –10875 –

Balance as of 31.12. 177 –

On 5 May 2011, Meyer Burger Group announced a voluntary public takeover offer for all theshares of Roth & Rau AG. Before the takeover offer expired, shares worth TCHF 127,660 (atan exchange rate of CHF 1.217 to the Euro) and equivalent to a stake of 29.62% wereacquired; these were recognised as investments in associated companies. Once the offerhad expired and antitrust clearances for the merger been granted, a further 52.95% stake inRoth & Rau AG was acquired on 9 August 2011. The financial statements of the Roth & Raucompanies have therefore been fully consolidated in the Meyer Burger Group financialstatements with effect from 9 August 2011 and no longer appear under investments inassociated companies. The TCHF –25,298 (at the average exchange rate for the year) shownas loss from associates comprises the pro-rata loss for the period from 20 June 2011 to9 August 2011 and the market valuation as at 9 August 2011. For more details of the businesscombination achieved in stages of Roth & Rau shares, please refer to Note 6.32.1.


The investments in associated companies shown at 31 December 2011 is a 50% stake heldby Roth & Rau Muegge GmbH in Cober Muegge LLC, Norwalk, USA. This stake was re-measured at equity at 31 December 2011, increasing by TCHF 69 to TCHF 177.

6.11 Investment propertiesThe investment property disclosed is Gewerbering 10, Hohenstein-Ernstthal, Germany, whichwas taken over as part of the acquisition of Roth & Rau AG. This building was previously usedfor operations and is currently let out. Rental income for the period from acquisition to31 December 2011 was TCHF 22. Maintenance work in the period under review was notmaterial.

The property is being depreciated on a straight-line basis over 25 years.

in TCHF 2011 2010

Purchase price


Changes in scope of consolidation 569 –

Currency translation differences 71 –

Balance as of 31.12. 640 –

Cumulative depreciations and impairments


Ordinary depreciation –12 –

Currency translation differences –1 –

Balance as of 31.12. –12 –

Net book value 628 –

The market value determined as part of the purchase price allocation was TCHF 569. Thiswas calculated using an external expert opinion on market value from 2009 and checkedduring the reporting year using standard local and industry parameters.


6.12 Property, plant and equipment

in TCHFLand andbuildings Equipments Machines IT Vehicles

Assets underconstruction Total

Purchase price

Balance as of 1.1.2010 1965 6626 26747 1761 847 684 38631

Changes in scope of consolidation 147 2647 5031 229 100 – 8154

Increase 166 1265 4235 207 520 2115 8508

Capitalisation – – 3776 – – 4981 8757

Reclassification within property, plant and equipment –1975 2142 4243 10 10 –4431 –

Disposal – –25 –3372 – –91 – –3488

Currency translation differences 6 –789 –1990 –28 –36 –214 –3051

Balance as of 31.12.2010 310 11866 38670 2179 1351 3134 57510

Changes in scope of consolidation 17477 8432 13515 8 4 12582 52018

Increase 258 2630 10842 234 217 26412 40593

Capitalisation – 120 7310 – – 14649 22078

Reclassification within property, plant and equipment 10699 1020 11588 30 – –23337 –

Disposal –33 –1793 –5643 –1183 –78 – –8731

Currency translation differences 2382 2006 3651 –2 1 1896 9934

Balance as of 31.12.2011 31092 24280 79933 1266 1496 35336 173403

Cumulative depreciations and impairments

Balance as of 1.1.2010 –68 –2430 –9195 –1137 –292 – –13123

Ordinary depreciation –27 –2588 –8124 –638 –232 – –11608

Impairment – –14 –685 5 – – –693

Reclassification within property, plant and equipment 69 –93 19 – 4 – –

Disposal – 25 1293 – 55 – 1373

Currency translation differences 1 168 470 52 21 – 713

Balance as of 31.12.2010 –25 –4931 –16221 –1718 –444 – –23339

Ordinary depreciation –866 –4276 –13597 –291 –230 – –19260

Impairment – –180 –485 –14 – – –679

Reclassification within property, plant and equipment – 3 -3 – – – –

Disposal 15 885 3179 1183 78 5340

Currency translation differences –350 –951 –1338 1 –2 –2640

Balance as of 31.12.2011 –1226 –9450 –28464 –839 –598 – –40578

Net book value

31.12.2009 1896 4196 17552 624 555 684 25508

31.12.2010 285 6935 22449 461 907 3134 34171

31.12.2011 29865 14830 51469 427 897 35336 132824

Thereof financial leasing

31.12.2009 – – – – – – –

31.12.2010 – – – – – – –

31.12.2011 – – – – – – –

The commitments for capital expenditure for the acquisition of property, plant andequipment as of 31 December 2011 were TCHF 16,572 (31 December 2010: TCHF 15,271)and relate mainly, in the amount of TCHF 15.1 million, to the construction of the new MeyerBurger Ltd facility in Thun (31 December 2010: CHF 10.8 million).


6.13 Intangible Assets

in TCHF Goodwill Software

Develop-mentcosts

Customerrelation-

shipsTradename Technology

Software(from

acquisition)Order

backlog

Otherintangible

assets Total

Purchase price

Balance as of 1.1.2010 43342 3881 2979 23111 1433 96324 – 6193 114 177376

Changes in scope of consolidation 141503 291 23 49289 23525 93228 8453 9847 – 326160

Increase – 1378 65 – – – – – – 1’443

Revaluation 15298 – – – – – – – – 15’298

Capitalisation – – 31 – – – – – – 31

Disposal – –16 – – – – – –5135 – –5150

Currency translation differences –19657 –124 –69 –9319 –1334 –21723 – –1284 –18 –53528

Balance as of 31.12.2010 180486 5410 3030 63081 23625 167829 8453 9621 96 461630

Changes in scope of consolidation 88564 1301 – 11084 39703 93546 – 21390 782 256371

Increase – 2214 – – – – – – 237 2451

Reclassification within intangible assets – 81 – – – – – – –81 –

Disposal – –479 – – – – – – – –479

Currency translation differences 8956 564 –8 531 4858 8422 – 2554 78 25955

Balance as of 31.12.2011 278006 9092 3021 74696 68186 269797 8453 33565 1113 745929

Cumulative depreciationsand impairments

Balance as of 1.1.2010 – –2376 –291 –6224 –2 –16649 – –5571 –38 –31151

Ordinary depreciation – –1350 –996 –7770 –2334 –22780 –1691 –10128 –32 –47081

ImpairmentImpairment – – –263 – – – – – –38 –301

Disposal – 16 – – – – – 5135 – 5150

Currency translation differences – –9 40 1638 74 4438 – 944 13 7138

Balance as of 31.12.2010 – –3719 –1510 –12356 –2262 –34991 –1691 –9621 –95 –66245

Ordinary depreciation – –1883 –738 –8245 –4248 –34155 –1691 –10144 –10 –61113

Impairment –73621 – –730 – – –6267 – – – –80618

Reclassification within intangible assets – 57 – – – – – – –57 –

Disposal – 422 – – – – – – – 422

Currency translation differences 937 –395 8 335 36 664 – 229 3 1819

Balance as of 31.12.2011 –72683 –5518 –2970 –20265 –6474 –74749 –3381 –19536 –160 –205735

Net book value

31.12.2009 43342 1504 2688 16887 1431 79675 – 621 76 146226

31.12.2010 180486 1691 1519 50725 21363 132838 6762 – – 395385

31.12.2011 205323 3574 52 54431 61712 195048 5072 14030 953 540195

Thereof financial leasing

31.12.2009 – – – – – – – – – –

31.12.2010 – – – – – – – – – –

31.12.2011 – – – – – – – – – –

The commitments for capital expenditure for the acquisition of intangible assets as of31 December 2011 were TCHF 1,201 (31 December 2010: TCHF 141). Research anddevelopment expenses during the reporting period came to TCHF 67,471 (2010:TCHF 40,591).


Goodwill allocation to cash-generating units (CGUs)2011 2010

in TCHF Goodwill

Intangible assetswith unlimited

expecteduseful life Goodwill

Intangible assetswith unlimited

expecteduseful life

Hennecke 29301 – 30003 –

DMT 21140 – 21190 –

3S 45776 – 45776 –

Pasan 17792 – 17792 –

Somont 64186 – 65725 –

R&R AG 2932 – – –

OTB – – – –

other CGU’s 24196 – – –

Total 205323 – 180486 –

Goodwill is allocated to groups of cash-generating units (CGUs) which are expected tobenefit from the business combination that resulted in the goodwill. Goodwill was accordinglyallocated to Diamond Materials Technology Inc. (DMT), Hennecke Systems GmbH(Hennecke), the companies 3S Swiss Solar Systems Ltd (3S), Pasan SA (Pasan) and SomontGmbH (Somont), which were acquired as part of the merger with 3S Group in 2010, and thecompanies of the Roth & Rau Group acquired by way of a public takeover offer in 2011. A fulloverview of all the Roth & Rau companies that joined the Meyer Burger Group in 2011 can befound in the scope of consolidation (Note 2.4). Goodwill was allocated to the following Roth& Rau companies:

– Roth & Rau AG, Hohenstein-Ernstthal, Germany (R&R AG)– OTB Solar B.V., Eindhoven, The Netherlands (OTB)– Roth & Rau Muegge GmbH, Reichelsheim, Germany (Muegge)– Roth & Rau Microsystems GmbH, Hohenstein-Ernstthal, Germany (MicroSys)– AIS Automation GmbH, Dresden, Germany (AIS)– Roth & Rau Ortner GmbH, Dresden, Germany– Roth & Rau Ortner USA Inc., Salt Lake City, USA

Assumptions for impairment test2011 2010

in TCHF Growth rateDiscount rate

(pre tax) Growth rateDiscount rate

(pre tax)

Hennecke 2% 12.23% 2% 13.88%

DMT 2% 13.23% 2% 16.04%

3S 2% 9.33% 2% 11.58%

Pasan 2% 9.55% 2% 12.19%

Somont 2% 11.78% 2% 13.70%

R&R AG 2% 13.81%

OTB 2% 16.42%

other CGU’s 1.5% 13.64%–14.65%


The recoverable amount of goodwill is measured for the purposes of the annual impairmenttest on the basis of value in use. This method contains future cash flow projections inaccordance with approved budgets and financial plans for three years, and a perpetuity wascalculated for subsequent years. The perpetuity was calculated on the basis of the cash flowfor budget year 3, incorporating a growth rate. Based on the principle of conservatism, MeyerBurger used low growth rates for all companies for the goodwill impairment test. The cashflow projections for the individual companies are discounted on the basis of a discount rate(pre tax) that takes into account the respective country and company-specific conditions ofthe individual CGUs. Discount rates of between 9.33% and 16.42% were applied during thereporting year. The net present values are subject to exceptionally sensitive estimates andassumptions specific to the activities pursued by the individual CGUs in Meyer Burger Group.These estimates include:

– Amount and timing of expected future cash flows– The tax and discount rates applied– Amount and timing of likely investment costs– Estimates of market share– Long-term sales forecasts– Behaviour of competitors (market launch of rival products, marketing activities, etc.)

Results of impairment testsAs a result of impairment tests carried out, a need for impairments on goodwill amountingto CHF 73.6 million in total was identified, CHF 64.2 million at R&R AG and CHF 9.4 millionat OTB. These were recognised in the income statement in the reporting period.

The difficult market environment for cell and module producers from Q3 onwards meantthat many of the current projects at R&R AG and OTB could not be completed as scheduled,as some customers delayed final acceptance. This had a corresponding impact on salesand profitability in 2011. The weak market environment was also reflected in a reluctanceon the part of solar cell and module producers to make capital investments, so incomingorders were much more sluggish than had been assumed and the projections of futurecash flow under the current budget no longer supported the recoverable amount of goodwillat R&R and OTB. As a consequence, the CHF 73.6 million impairment described abovewas required.

The impairment in development costs of TCHF 730 and technology of TCHF 6,267 arerelated to impairments at Roth & Rau CTF Solar GmbH (CTF). Roth & Rau AG sold thebusiness of the fully owned subsidiary CTF to a Chinese company, by contract dated 18/19August 2011. Not all conditions of the contract have been fully met until the preparation ofthe financial statements for reporting year 2011. Due to the time difference between signingof the contract and the planned completion, the current difficult market situation as well asthe attitude of the acquiree, the fulfilment of the contract is uncertain at this stage. For thisreason, development costs as well as intangible assets from the purchase price allocationwere impaired.


Impairment tests at the other companies identified no need for impairments. A 10%reduction in operating earnings or cash flow or a 10% increase in the discount rate at theseother companies would not result in any need for impairment. Carrying out the calculationwithout a growth rate would not result in any need for impairment either.

Changes in goodwillin TCHF

Goodwill as of 1.1.2010 43342

Increase goodwill Hennecke 152981)

Increase goodwill merger 3S Industries Ltd 1415032)

Currency translation differences –196575)

Goodwill as of 31.12.2010 180486

Increase goodwill acquistion Roth & Rau Group 88’5643)

Impairment R&R AG & OTB –736214)

Currency translation differences 98935)

Goodwill as of 31.12.2011 205323

1) The change in goodwill for Hennecke in 2010 was due to the fact that in that year MeyerBurger made early use of its right to exercise a purchase option included in the purchaseagreement for the acquisition of the remaining 34% participation in Hennecke. The goodorder situation at Hennecke had pushed up the value of this purchase option. The higherresidual payment for the purchase was recorded as an adjustment to goodwill. Thedecrease in value of the Euro also resulted in a reduction of the goodwill assigned toHennecke.

2) At the Extraordinary General Meeting of Meyer Burger Technology on 14 January 2010 inBerne, the shareholders agreed to the merger with 3S Industries Ltd, Lyss, Switzerland.The Extraordinary General Meeting of 3S Industries Ltd, also held on 14 January 2010, forits part agreed in full to the merger with Meyer Burger Technology Ltd. The purchase pricehaving been allocated during the 2010 reporting year, the merger resulted in a goodwill ofTCHF 141,503.

3) Translated at an exchange rate of EUR 1.08381 at the acquisition date. For details of thedetermination of the goodwill at R&R AG at the time of acquisition, please refer to Note6.31.1 Business combination achieved in stages of Roth & Rau AG.

4) Translated at the annual average rate of EUR 1.2223. Details of these impairments areexplained under the heading Results of impairment tests in this section.

5) Hennecke, DMT, Somont, R&R AG, OTB, Muegge, MicroSystems, AIS and Ortner drawup their financial statements in local currency, i.e. in Euro or US Dollar. Measurement inforeign currency at the reporting date resulted in currency translation differences as aresult of translation into CHF. These currency translation differences were taken to equity.


6.14 Financial liabilitiesin TCHF 31.12.2011 31.12.2010

Short-term

Liabilities banks 242 113

Derivative financial instruments 247 –

Short-term portion of long-term debts 1030 310

Other 89 158

Short-term liabilities 1608 582

Long-term

Loans 8244 310

Other 13 –

Long-term liabilities 8257 310

Financial liabilities 9865 893

In April 2011, Meyer Burger replaced the existing syndicated credit line in the amount ofCHF 130 million with a new credit line of CHF 300 million from several Swiss financialinstitutions. The borrowers are Meyer Burger Technology Ltd, Meyer Burger Ltd and 3SSwiss Solar Systems Ltd. This syndicated loan is split up into an acquisition credit line(amortising portion) and a guarantee/working capital credit line (revolving portion). TheCHF 120 million acquisition line was terminated early in full in August 2011, leaving theCHF 180 million guarantee/working capital credit line. The interest rate is Libor plus aspread based on a given spread table, and is set quarterly. The banking syndicateimposed covenants. Should Meyer Burger be unable to keep these covenants, thebanking syndicate has the right to give notice to the loan at short notice. As at31 December 2011, the banking syndicate had stipulated a minimum equity ratio, amaximum level of indebtedness and a minimum amount of net equity. All covenants weremet as of that date.

As a result of the change of control at Roth & Rau AG when Meyer Burger Technology Ltdacquired a majority holding, the guarantee credit lines in place at Roth & Rau AG had to besuitably restructured. Roth & Rau AG therefore gave notice on its EUR 75 million syndicatedloan agreement with effect as per 22 December 2011. Since 23 December 2011 Roth & RauGroup has had EUR 42 million of bilateral guarantee credit lines made available by MeyerBurger Technology Ltd through German banks on attractive terms.

The TCHF 8,244 of interest-bearing non-current loans outstanding at 31 December 2011were promissory note loans and loans provided by German financial institutions secured onland charges.


6.15 Provisions

in TCHF WarrantiesOnerouscontracts Legal cases

Otherprovisions Total

Balance as of 1.1.2010 3196 6485 – 1091 10772

Changes in scope of consolidation 3273 656 – 179 4108

Increase 6277 6477 – 2795 15549

Use –3’269 –1355 – –996 –5620

Release –805 –1491 – –234 –2531

Reclassifications1) –114 – – – –114

Currency translation differences –165 – – –134 –299

Balance as of 31.12.2010 8393 10772 – 2700 21864

Changes in scope of consolidation 6307 12997 8427 8892 36623

Increase 15871 63474 1938 4478 85761

Use –13125 –3781 – –7592 –24498

Release –1207 –3702 – –1589 –6498

Currency translation differences 783 1629 1016 1129 4557

Balance as of 31.12.2011 17023 81389 11380 8018 117809

Thereof short-term

01.01.2010 2781 6485 – 1091 10356

31.12.2010 7454 7438 – 2700 17591

31.12.2011 16120 58819 11380 7499 93818

1 Reclassification from provisions to other liabilities.

Warranties: provisions for services to be rendered during the contractual warranty period. Theamount of the provisions is determined from past historical data and the currently knownwarranty risks. The outflow of cash is expected within the term of the warranty given. The termof the warranty given is generally one year, and two years at maximum.

Onerous contracts: provisions for contracts under which the unavoidable costs of meetingthe contractual obligations exceed the expected economic benefits. The outflow of economicbenefits is generally expected within the next 12 months but within the next 30 months atmaximum. At 31 December 2011, provisions totalling CHF 58.5 million had to be taken in thefinancial statements for obligations to purchase specific components, as a result of thesudden collapse in demand and foreseeable changes in technology. An estimate of expecteduse was made. The anticipated cash outflow may vary depending on actual use. A change of10% in expected use would have an impact of around CHF 3.5 million.


Provisions for legal cases: In 2006 Roth & Rau AG entered into an agreement worth a total ofapproximately EUR 58 million with Conergy SolarModule GmbH & Co. KG to supply andinstall two cell manufacturing lines in Frankfurt an der Oder. Assembly and commissioningtook place in 2008 and 2009. Roth & Rau AG provided its services despite some missingpayments and a lack of cooperation from Conergy SolarModule GmbH & Co. KG. Roth & Rauis of the opinion that it is still entitled to some EUR 8 million under this agreement. However,this receivable was fully written off as at 31 December 2011. Conergy SolarModule GmbH &Co. KG is refusing to meet the Roth & Rau AG’s claims for payment and alleges that Roth &Rau AG failed to meet its contractual obligations. It is counter-suing for damages that are amultiple of Roth & Rau AG’s receivables. Since the beginning of February 2011, proceedingshave been pending in the Hamburg district court. The Executive Board of Roth & Rau AGregards the claims made by Conergy SolarModule GmbH & Co. KG as baseless on the meritsand in respect of the amount and, on the basis of the limitation on liability agreed, assumesthat in any event the residual receivable written off by Roth & Rau AG will cover any claims fordamages that Conergy SolarModule GmbH & Co. KG may have. The opinion of the ExecutiveBoard of Roth & Rau AG has been supported by opinions sought from two renowned lawfirms. In response to the suit filed against Roth & Rau AG by Conergy SolarModule GmbH &Co. KG in the Hamburg district court in February 2011, a statement of defence, counter-suitand conditional counter-suit were filed on 24 June 2011. As yet Conergy SolarModule GmbH& Co.KG has not filed any statement of defence against this counter-suit. Following changesin the composition of the Executive Boards/Management Committees of both companies, anattempt was made in October 2011 to reach an amicable settlement. No such settlementwas reached due to the very different appraisals and assessments of the situation. TheExecutive Board of Roth & Rau AG currently assumes that the provision taken for litigationcosts and the immanent risks related to the Conergy suit is appropriate.

Other provisions: the other provisions cover various risks arising during the normal course ofbusiness. The cash outflow is expected within the next 12 months.


6.16 Other liabilitiesin TCHF 31.12.2011 31.12.2010

Short-term

Accrued expenses 35159 12813

Short-term employee benefits 18141 9772

Other 17721 6460

Other short-term liabilities 71021 29044

Long-term

Other long-term employee benefits 1890 1634

Other 180 –

Other long-term liabilities 2070 1634

Other liabilities 73090 30678

6.17 Pension plansThe figures below include the defined benefit plans of the Swiss companies Meyer BurgerTechnology Ltd, Meyer Burger Ltd, 3S Swiss Solar Systems Ltd and Pasan SA. With effectfrom 1 January 2011, these have all been insured under a group insurance contract with the“AXA Stiftung Berufliche Vorsorge” (pension plan) through a collective insurance contract. In2010, the plan assets of 3S Swiss Solar Systems Ltd and Pasan SA were invested in otherfoundations. On 1 January 2011, the plan assets of 3S Swiss Solar Systems Ltd and PasanSA were transferred to the “AXA Stiftung Berufliche Vorsorge”.

As part of the acquisition of the R&R Group, pension plans for some key persons in the R&RGroup were also taken over.

Analysis of balance sheet positionin TCHF 31.12.2011 31.12.2010

Present value of employee benefit obligation 83113 64767

Fair value of plan assets –70065 –54944

Funded status 13049 9823

Unrecognised actuarial loss –9223 –5835

Liabilities from defined benefit pension plans 3825 3988

Expenses pension planin TCHF 2011 2010

Current service cost –2976 –2712

Interest cost –1960 –1695

Expected return on plan assets 1721 1537

Actuarial losses recognised –252 –

Past service cost –1436 –

Expenses pension plan (defined benefit) –4902 –2870

Expenses pension plan (defined contribution) –867 –231

Total expenses pension plan –5770 –3101


Reconciliation of defined benefit obligationin TCHF 2011 2010

Balance as of 1.1. 64767 40096

Changes in scope of consolidation 4181 15291

Current service cost 2976 2709

Contributions by plan participants 3722 2977

Administration cost –1171 –1276

Interest cost 1960 1695

Actuarial losses 3406 3024

Past service cost 1436 –

Benefits paid 1836 251

Balance as of 31.12. 83113 64767

Reconciliation of fair value of plan assetsin TCHF 2011 2010

Balance as of 1.1. 54944 36293

Changes in scope of consolidation 4519 12010

Expected return on plan assets 1721 1537

Actuarial losses and gains –234 175

Contributions by plan participants 3722 2977

Contributions by the employer 4728 2977

Administration cost –1171 –1276

Benefits paid 1836 251

Balance as of 31.12. 70065 54944

Principal categories of plan assets and expected return31.12.2011 31.12.2010

Shares 7.0% 5.3%

Bonds 0.0% 10.8%

Real estate Switzerland 0.0% 3.9%

Others 93.0% 80.0%

The actual return on plan assets in 2011 was TCHF 1,487 (2010: TCHF 1,712).

All Swiss companies are now invested in a group insurance contract for occupational pensionswith the “AXA Stiftung Berufliche Vorsorge”. This means that 100% of the investments consistof direct claims against the insurance company or against the collective foundation. Theexpected long-term return of 2.75% is based on historical experience with insurance contractsand expected future income.

The assets of the R&R Group pension plans for key persons are invested in shares and otherinvestments. Across all the pension plans of Meyer Burger Group, the total assets of approx.CHF 70 million are invested 7% in shares and 93% in other investments.

Expected ordinary employer contributions for 2012 are TCHF 3,835.


Principal actuarial assumptionsin TCHF 31.12.2011 31.12.2010

Discount rates 2.50% 2.75%

Expected rates of return on plan assets 2.75% 3–3.5%

Expected rates of salary increases 1.50% 1.50%

Expected inflation rate 1.00% 1.00%

Life expectancy and morbidity risk BVG 2010 BVG 2005

5-years-overviewin TCHF 31.12.2011 31.12.2010 31.12.2009 31.12.2008 01.01.2008

Present value of defined benefit obligation 83113 64767 40096 33213 26434

Fair value of plan asset –70065 –54944 –36293 –31749 –26606

Funded status 13049 9823 3803 1464 -172

Experience adjustments of plan assets –234 175 71 –731 –

Experience adjustments of plan liabilities –2640 –1329 778 119 –

6.18 Deferred income taxesCauses for deferred income taxes

Deferred tax assets Deferred tax liabilities

in TCHF 31.12.2011 31.12.2010 31.12.2011 31.12.2010

Trade receivables 611 –7 824 409

Inventories 6519 2224 13857 6104

Property, plant and equipment 1358 151 2041 1694

Intangible assets 1758 1370 78407 41790

Other assets 923 231 2147 –

Tax loss carry-forwards 52944 12049 – –

Financial liabilities 4358 19 – 2

Trade payables 3436 2156 5668 92

Provisions 2809 – 4823 662

Liabilities from defined benefit plans 1163 610 – –

Other liabilities 219 – – –

Subtotal 76101 18802 107767 50753

Netting –17990 –9388 –17990 –9388

Deferred income taxes 58110 9414 89777 41365

The deferred income taxes on trade receivables, inventories and trade payables are currentin nature.

The capitalised tax-loss carry-forwards mainly result from realised losses at Roth & Rau AG andDiamond Materials Tech, Inc. The expectation is that it will be possible to use these carry-forwards in the medium term.

The valuation differences relating to those investments for which no deferred taxes wererecognised totalled TCHF 664,641 as at 31 December 2011 (31 December 2010: TCHF673,810).


Reconciliation of deferred taxes (net)

in TCHF 31.12.2011 31.12.2010

Balance as of 1.1. –31952 –21202

Changes in scope of consolidation –9272 –43007

Recognised through profit and loss 8051 26665

Currency translation differences 1506 5592

Balance as of 31.12. –31667 –31952

The deferred taxes recognised in income in 2011 largely result from the amortisation ofintangibles, the capitalisation of tax losses incurred in 2011 and the release of capitalised taxlosses brought forward from earlier periods.

TCHF 26,665 of deferred income tax liabilities was taken to income in 2010; these resultedprimarily from changes in intangible assets.

Tax loss carry-forwards, not recognised

in TCHF 31.12.2011 31.12.2010

Due in one year 6940 –

Due in 2–3 years – –

Due in 4–5 years 1179 –

Due over 5 years 107890 4616

Non-forfeitable 35 35

Tax loss carry-forwards not recognised 116044 4651

Of the tax loss carry-forwards not recognised, TCHF 94,850 (at a tax rate of 25%) relates totax losses incurred by OTB Solar B.V. (OTB). The current difficult environment for cell andmodule producers, the reluctance on the part of the manufacturers of solar cells and modulesto make capital investments and the sluggish trend in incoming orders resulted in much lowerexpectations of future profits. Since the current budgets indicate that it will not be possible toearn sufficient profits to offset against the tax loss carry-forwards before they expire, theycould not be recognised.

The tax rates for the other tax loss carry-forwards not recognised vary between 30% and40%.


6.19 Share capitalNumber of

shares in TCHF

Balance as of 1.1.2010 3209865 1604933

Share split 1:10 on 14.01.2010 32098650 1604933

Balance as of 14.01.2010 after share split 32098650 1604933

Capital increase as of 14.01.2010 12504623 625231


Option plans and share plans 441103 22055

Balance as of 31.12.2010 45584723 2279236



Option plans and share plans 1051059 52553

Balance as of 31.12.2011 47722090 2386104

The share capital of Meyer Burger Technology Ltd as of 31 December 2011 was divided into47,722,090 registered shares with a par value of CHF 0.05 each. The share capital is fullypaid in.

The capital increase costs of TCHF 585 arising in connection with the capital increases in2011 were offset against the capital reserves.

No dividend was paid in the reporting period or in the previous year. A proposal will oncemore be submitted to the Annual General Meeting on 26 April 2012 to waive payment of adividend for 2011 and carry forward the retained earnings to finance the growth strategy.

Conditional capitalIn accordance with Article 3b of the Company’s Articles of Association, dated 20 April 2011,the share capital may be increased by a maximum amount of CHF 173,817.15 by means ofthe issuance of no more than 3,476,343 fully paid-in registered shares with a nominal valueof CHF 0.05 each, by virtue of the exercise of option rights granted to employees andmembers of the Board of Directors of the Company or of group companies in accordancewith a plan to be worked out by the Board of Directors. The preferential rights of theshareholders shall be excluded.

In accordance with Article 3c of the Company’s Articles of Association, dated 20 April 2011,the share capital may be increased by a maximum amount of CHF 200,000.00 by means ofthe issuance of no more than 4,000,000 fully paid-in registered shares with a nominal value ofCHF 0.05 each, by virtue of the exercise of conversion and/or option rights in conjunction withconvertible bonds, bonds with option rights or similar financial market instruments of theCompany or of group companies.



The acquisition of shares through the exercise of conversion and/or option rights and eachsubsequent transfer of the shares shall be subject to the restrictions set forth in Article 4 of theArticles of Association (in reference to limitations for registration in the share register).

The Board of Directors may limit or withdraw the right of the shareholders to subscribe inpriority to convertible bonds, bonds with option rights or similar financial market instrumentswhen they are issued, if:– the financial market instruments with conversion or option rights are issued in conjunction

with the financing or refinancing of the acquisition of an enterprise or parts of an enterpriseor with participations or new investments of the Company; or

– an issue by firm underwriting by a bank or a consortium of banks with subsequent offeringto the public without preferential subscription rights seems to be the most appropriateform of issue at the time, particularly in terms of the conditions or the time plan of theissue.

If advance subscription rights are denied by decision of the Board of Directors, the followingshall apply:– conversion rights may be exercisable only for up to 10 years, option rights only for up to 7

years from the date of the respective issuance; and– the respective financial market instruments must be issued at the relevant market

conditions.

As a result of the exercise of option rights, the conditional share capital according to Article 3bof the Articles of Association was reduced to CHF 128,679.40 as of 31 December 2011. Theconditional share capital according to Article 3c of the Articles of Association amounted toCHF 200,000.00 as of 31 December 2011.

Authorised share capitalIn accordance with Article 3a of the Articles of Association, dated 20 April 2011, the Boardof Directors is entitled to increase the share capital of the Company by not more thanCHF 170,684.60 until 29 April 2012 by virtue of the issuance of a maximum of 3,413,692 fullypaid-in registered shares with a nominal value of CHF 0.05 each.

The Board of Directors is entitled to limit or exclude the advance subscription rights of theshareholders and allocate them to third parties, if the new shares are to be used:– or the acquisition of enterprises, parts of enterprises, participations or new investment

plans;– for the financing or refinancing of the acquisition of enterprises, parts of enterprises,

participations or new investment plans; or– for the placement of shares in the capital market.

Shares, for which advance subscription rights have been granted but not exercised, shouldbe used in the interests of the Company.


The increase can take place by means of a firm underwriting and/or in partial amounts. TheBoard of Directors is entitled to set the issue price of the shares, the type of contribution, aswell as the date of entitlement to dividends. Shares issued under these terms are subject tolimitations for registration in the share register in accordance with Article 4 of the Articles ofAssociation of the Company.

6.20 Share-based paymentIn 2006, the Board of Directors of Meyer Burger Technology Ltd approved an option plan forits own members, the members of the Executive Board and other key employees, andgranted options based on this plan. The options were allocated by the Board of Directors freeof charge and are non-transferable. The exercise price was calculated in each case on thebasis of the average closing price on the last 20 trading days prior to the allocation date.Every option entitles the holder to subscribe for one registered share. The options may beexercised after the expiry of a set vesting period during the exercise period, and only whilethe holder is an employee or Board member of the Company. Options that have not beenexercised will forfeit after expiry of the exercise period.

The Board of Directors of Meyer Burger Technology Ltd decided in December 2009 toreplace the option plan with a share-based payment plan, which was applied for the first timein 2010. These shares have a vesting period of two years and an optional retention period ofzero, three or five years that can be chosen by the participant (the retention period follows theend of the vesting period). The amount of the share-based payment is calculated using therate on the day on which the recipients of the shares are informed of the share allocation andthe applicable terms and conditions.

The option plan under paragraph 1 that was in force prior to the introduction of the share-based payment plan will continue to run until all options have been exercised, expired or hadto be cancelled. The options issued in 2010 were options from the 3S Industries Ltd optionplan which were acquired as part of the merger with 3S Industries Ltd and integrated into theMeyer Burger Technology Ltd option plan.

Share planThe following shares were allocated in 2011:

Share-based payment2011 2010

Number of shares issued 136160 134230

Date of grant 07.07.2011 15.12.2010

Share price at date of grant in CHF 37.30 28.90

Fair value of the granted shares in CHF 5078768 3879247


Option plan

Option plans

Numberof options

Averageexercise

price in CHF

Balance as of 1.1.2010 1270350 17.89

Issued – –

Additions through merger with 3S 842901 6.41

Expired –133900 17.69

Exercised –400563 8.70

Balance as of 31.12.2010 1578788 14.11

Thereof exercisable 916471 10.28

Issued – –

Expired –16622 16.40

Exercised –826209 10.73

Balance as of 31.12.2011 735957 17.85

Thereof exercisable 735957 17.85

The weighted average exercise price in the reporting period was CHF 34.56 (previous year:CHF 27.46).

Expiration of options2011 2010

Year

Averageexercise

price in CHFNumber

of options

Averageexercise

price in CHFNumber

of options

2011 – – 7.43 353000

2012 13.66 198069 12.06 563471

2013 19.39 537888 19.41 662317

Options – 735957 – 1578788


Parameters of calculation and valuation at the time of grantin TCHF Fusion 3S

Grant date 14.01.2010

Start of exercise period various

End of exercise period various

Holding period various

Closing price in CHF 26.65

Exercise price in CHF 6.411)

Volatility 64%1)

Risk-free interest rate 1.061%1)

Expected employee fluctuation 8%

Valuation at the time of option grant (CHF) 22.69 1)

1) As part of the merger with 3S Industries Ltd, seven different option tranches were taken over in total and integratedinto Meyer Burger Technology Ltd’s existing option plan. The allocation date for all of the acquired tranches is the dateof the merger (14 January 2010). The closing price of CHF 26.65 was the closing price on the date of the merger. Theearliest date on which exercise of the options may have commenced was 1 September 2009, and the latest was1 September 2011. The earliest date on which exercise of the options may have ended was 31 August 2011, with thelatest date being 31 August 2013. The holding period for the calculation of the value of the option at the time of issue isbetween one and six years. The weighted average exercise price of the options acquired as a result of the merger with3S Industries Ltd is CHF 6.41 (lowest exercise price: CHF 1.12, highest exercise price: CHF 19.04). The weighted averagerisk-free interest rate was 1.061% (lowest interest rate: 0.684%, highest interest rate: 1.814%). The weighted averagevalue at the time the acquired options were issued was CHF 22.69 (lowest value: CHF 17.24, highest value: CHF 25.54).

6.21 Net salesin TCHF 2011 2010

Net sales from sales of goods 1268491 789894

Net sales from rendering of services 22137 12205

Net sales from construction contracts 24412 23906

Net sales 1315039 826005

6.22 Other incomein TCHF 2011 2010

Gain from sale of property, plant and equipment 3536 1236


Gain on foreign currency contracts 2892 214

Other income 9033 8221



6.23 Personnel expensesin TCHF 2011 2010

Wages and salaries –129593 –89645

Social security –15751 –11281

Expenses pension plan (defined contribution) –867 –231

Expenses pension plan (defined benefit) –4902 –2870

Share-based payment expenses –5288 –6536

Other long-term employee benefits –383 –267

Temporary personnel –19531 –11186

Other personnel expenses –18424 –11844

Personnel expenses –194739 –133859

6.24 Other operating expensesin TCHF 2011 2010

Rental costs –12203 –6969

Maintenance and repair –9843 –6348

Vehicles and transportation expenses –27835 –26131

Property insurance, fees and contributions –4377 –1945

Energy and waste disposal expenses –2855 –2016

Administration expenses –19274 –14591

IT expenses –8728 –5335

Marketing expenses –10174 –6330

Loss on sale of property, plant and equipment –812 –113

Expenses for research and development –20019 –9613

Other operating expenses –18799 –7965


6.25 Financial income and expensesin TCHF 2011 2010

Interests received


Financial assets available-for-sale – 1230

Loans 4 5

Financial income 4087 3122

Interest paid

Liabilities banks –3869 –3483

Adjustment present value obligation business combinations – –360

Currency translation differences (net) –16816 –31595

Other financial expenses –4782 –2166

Financial expenses –25467 –37604

Financial result (net) –21380 –34482


6.26 Income taxesin TCHF 2011 2010

Current income taxes –42235 –22085

Deferred income taxes 8051 26665

Income taxes –34184 4580

Reconciliation from expected to effective income taxes

Earnings before taxes (EBT) 70009 93369

Expected average weighted tax rate (%) 22.50% 22.50%

Expected income taxes –15752 –21008

Causes for variances:

Deviation from tax rate to expected tax rate of the Group 34414 10489

Non-deductible expenses –27910 849

Write-off of tax losses –16556 –

Waive of capitalisation of tax losses incurred in reporting period –7996 –1812

Subsequent recognition of tax loss carry-forwards from previous years 145 2169

Income tax in other accounting periods 204 11796

Change of deferred income tax rate in comparison to previous year –774 1601

Non-taxable income 158 381

Other effects –117 116

Income taxes –34184 4580

Effective income taxes in % 48.8% –4.9%

The expected tax rate of 22.5% has been calculated from the probable income tax ratesapplicable to the operating companies in Switzerland, which may naturally change dependingon the level of these companies’ individual profits.

The item “Deviation from tax rate to expected tax rate of the Group” was especially impactedin 2011 by the tax relief granted to Swiss companies and the effect of realised losses madeby foreign subsidiaries that are taxed at a higher rate.

Non-deductible expenses mainly relate to the impairment recognised during the year ongoodwill at Roth & Rau AG and OTB Solar B.V. Capitalised tax loss carry-forwards at OTBSolar B.V. were also written off, as the expectation is that it will not be possible to use them(see 6.18 Deferred income taxes).

The effective tax rate in the previous year was mainly impacted by the tax relief granted toMeyer Burger Ltd. The fact that this tax relief was applied retrospectively with effect from1 January 2008 resulted in income from other periods in the form of tax credits from the years2008 and 2009, in addition to a lower rate of tax during the previous year.


6.27 Currency translation differencesin TCHF 2011 2010


Cost of products and services 975 –4146


Financial expenses –16816 –31595

Currency translation differences –12061 –30510

6.28 Earnings per sharein TCHF 2011 2010

Basic

Net profit attributable to shareholders of Meyer Burger Technology Ltd 40823 97948

Weighted average number of ordinary shares (in 1’000) 46948 44193

Basic earnings per share in CHF 0.87 2.22

Diluted

Net profit attributable to shareholders of Meyer Burger Technology Ltd 40823 97948

Weighted average number of ordinary shares (in 1,000) 46948 44193

Contingently issuable shares from option plan (in 1,000) 407 799

Weighted average number of ordinary shares diluted (in 1,000) 47355 44992

Diluted earnings per share in CHF 0.86 2.18

The basic earnings per share are calculated by dividing earnings for the reporting period bythe average number of outstanding shares. The dilution takes into account the possibleinfluence of the conversion of options from the employee participation programme.

As of 31 December 2011, there were no issued options which were not included in thecalculation of the dilution for 2011, as the exercise prices of all option tranches were lowerthan the average share price in 2011.

A capital increase in connection with the merger with 3S Industries Ltd, Lyss, Switzerland,was approved at the Extraordinary General Meeting of 14 January 2010. The MBT registeredshares required for the share swap were created by means of capital increase. The sharecapital was increased after the Annual General Meeting by CHF 625,231.20 (12,504,624registered shares at a par value of CHF 0.05) for the purpose of completing the merger. Thenew shares have been entitled to all dividends approved by the Annual General Meeting fromthe time of completion of the merger with the 3S Group onwards. These were taken intoaccount in the above calculation of earnings per share in 2010. For information on the mergerwith the 3S Group, see Note 6.32.

6.29 Contingent liabilitiesThere were contingent liabilities of CHF 3.7 million from potential purchase obligations fromsuppliers as at 31 December 2011.


6.30 LeasesFuture liabilities from operating leasein TCHF 31.12.2011 31.12.2010

Due date in the following financial year 9892 6131

Due date from 1 to 5 years 24387 12812

Due date more than 5 years 22688 33775

Future liabilities from operating lease 56967 52718

Leasing expenses reflected in the income statement

Minimal lease payment 9606 9652

Conditional lease payment – 270

Obligations arising from operating leases mainly relate to obligations for non-cancellablerights to build and rental agreements. The major items are composed as follows:2011:– Right to build agreement: Meyer Burger Ltd has entered into a right to build agreement

with the local authority in Thun for the construction of new company premises. Theagreement has a term of 99 years. The future lease obligations for building right interestsare CHF 19.6 million. The decrease in future lease obligations compared to the previousyear is largely due to the fact that the building right interests are expected to decline.

– Rental agreements for leased property at Meyer Burger Ltd (CHF 1.9 million), DiamondMaterial Technology, Inc. (CHF 5.0 million), Somont GmbH (CHF 4.0 million) and OTBSolar B.V. (CHF 7.4 million).

2010:– Right to build agreement: The future lease obligations for building right interests at Meyer

Burger Ltd as at 31 December 2010 were CHF 30.6 million.– Rental agreements for leased property at Meyer Burger Ltd (CHF 4.4 million), Diamond

Materials Tech, Inc. (CHF 5.5 million), Somont GmbH (CHF 4.7 million) and Meyer BurgerTrading (Shanghai) Co. Ltd. (CHF 2 million).

The expenses for operating lease obligations recognised in the income statement amountedto CHF 9.6 million in the reporting period (previous year: CHF 9.7 million).

6.31 Fire insurance valuesin TCHF 31.12.2011 31.12.2010

Inventories and equipment 362271 257613

Real estate 131979 –

Fire insurance values 494250 257613


6.32 Business combinations6.32.1 Business combination achieved in stages of Roth & Rau AGAs of 31 December 2011, Meyer Burger Group held 14,451,706 shares in Roth & Rau AG,which has its registered office in Hohenstein-Ernstthal, corresponding to a share of 89.17% ofthe share capital and voting rights. On completion of the public takeover offer on 9 August 2011Meyer Burger Group held 13,382,124 shares, a stake of 82.57%. From that date on, MeyerBurger Group has held the majority of Roth & Rau AG, and the company has been consolidatedin full in these group financial statements from then on.

The balance sheet figures below are derived from the opening balance sheet of the R&R Groupas at 9 August 2011, which was drawn up at fair value as required under IFRS 3. The currencyof the Roth & Rau Group is the Euro. For the following presentation of acquired net assets, thebalance sheet figures of the Roth & Rau Group identified as of 9 August 2011 have beentranslated at an exchange rate of EUR 1: CHF 1.08381. This was the exchange rate oncompletion of the takeover offer on 9 August 2011 and was also used to translate the openingbalance sheet at the time of the takeover.


The following assets were acquired on 9 August 2011 through the acquisition of the Roth & Rau Group:

in TCHF Fair Value

Cash and cash equivalents 56156


Financial assets 104

Inventories 87595

Property, plant and equipment 52018

Investment property 569

Intangible assets 167807

Deferred tax assets 37875 2


Trade payables –30583

Customer prepayments –30369

Provisions –36623

Deferred tax liabilities –46002

Financial liabilities –25021

Other liabilities –35048

Net assets as per 9.8.2011 (without goodwill) 251144

Net assets non-controlling interests (17.43%) 43774

Proportional net assets (82.57%) 207369

Goodwill 88564

Purchase price for investment in associates of 29.63% until 9.8.2011 113602

Fair value adjustment of investment in associates of 29.63% as per 9.8.2011 –22292 4

Fair value of investment in associates as per 9.8.2011 91310

Purchase price of shares acquired by voluntary public takeover offer as per 9.8.2011 204624

Consideration transferred according to IFRS 3 295934

less cash and cash equivalents acquired –56156

less consideration of purchased shares by exchange of stocks –37398 5

plus fair value of investment in associates as per 9.8.2011 22292 4

Net cash outflow as of 9.8.2011 224672


Cash outflow according to consolidated cash flow statement 261253

1Gross value of trade receivables TCHF 53785Value adjustments TCHF –26666Fair value of trade receivables TCHF 27119

2The gross amount of deferred tax assets arises from unused tax losses and corresponds to the fair value as per acquisition date.

3Other receivables compose of other receivables thirds, prepayments to suppliers and accrued income and prepaid expenses. The gross amount of other receivablescorresponds to the fair value as per acquisition date.

4The investment in associated company of 29.62% as per 9 August 2011 has been valued at fair value according to IFRS 3.42. An impairment of EUR 20.6 million arosefrom this fair value measurement. In the income statement this impairment is valued at average exchange rate of EUR 1 : CHF 1.2333 and is reported in the position“result from investments in associated companies”. In the above reconciliation to the effective cash outflow, this impairment is valued at exchange rate as per9 August 2011 (EUR 1 : CHF 1.08381) in order to get the effective cash outflow at 9 August 2011.

5 In April 2011, 1,568,473 shares of Roth & Rau AG have been acquired at a price of EUR 22 per share by means of exchange of stocks (total amount EUR 34.5 million).New share capital of CHF 44.7 million was created for this transaction (including share premium and net of costs for issuance). This capital necessary for the exchangeof stocks has been calculated at an exchange rate of EUR 1 : CHF 1.2957 and is reported in equity at this value. In the above reconciliation to the effective cash outflow,the shares acquired were valued at exchange rate as per 9 August 2011 (EUR 1 : CHF 1.08381) in order to get the effective cash outflow at 9 August 2011.

6The consideration transferred in the above reconciliation has been calculated at the exchange rate of EUR 1 : CHF 1.08381 at the date of the transaction. The variouspayments for the business combination achieved in stages were at different dates during the period April to August 2011. The cash flow statement shows the net cashoutflow at transaction date, which leads to currency translation differences of approximately CHF 36.6 million between the cash flow statement and the abovereconciliation.


Total consideration paid under IFRS 3 for the 82.57% of Roth & Rau at the time of initial fullconsolidation and when the opening balance sheet was drawn up as at 9 August 2011 wasCHF 295.9 million. Pro-rata net assets (before goodwill) of around CHF 207.4 million wereidentified when the purchase price was allocated. Goodwill on acquisition was therefore aroundCHF 88.6 million. As part of the purchase price allocation, intangible assets (brand names, clientrelationships, technologies, order backlog) were identified, measured and allocated to thecompanies acquired. The other net assets were also measured at market value. As of 9 August2011, 17.43% of this market value accrued to non-controlling interests. No goodwill has beenrecognised for non-controlling interests (partial goodwill method).

The persistently difficult market environment for cell and module producers from Q3 2011onwards meant that many of the projects under way at Roth & Rau could not be completed asscheduled and many clients delayed final acceptance. This is reflected in the large loss made byRoth & Rau AG in 2011. Owing to the deterioration in the market situation in the months sincethe takeover offer was launched and the associated losses at Roth & Rau, the value of the stakein Roth & Rau AG was reassessed when these financial statements were prepared. Theimpairment test identified the need to recognise an impairment of EUR 59.7 million or CHF 73.6million (taking the average exchange rate of EUR 1: CHF 1.2333) on the goodwill of the Roth &Rau Group. This impairment charge has been recognised in the present consolidated financialstatements as a non-recurring expense in depreciation. The impairment is not tax deductible.

Under IFRS 3, the purchase of Roth & Rau was a business combination achieved in stages.Before the public takeover offer was completed, Meyer Burger Group had already acquired4,800,299 shares or roughly 29.62% of the share capital and voting rights of Roth & Rau AG fora total of CHF 113.6 million. Of these, 3,231,826 shares were acquired for cash and 1,568,473in exchange for shares (the number of Meyer Burger shares swapped was 1,086,308). Untilcompletion, these shares were carried in the balance sheet as an investment in associates.When a majority was acquired on 9 August 2011, this stake had to be re-measured at the currentfair value under IFRS 3. The change in the market situation for producers of solar cells and solarmodules in the months since the takeover offer had been launched meant that the fair value ofthis stake was approx. CHF 25.3 million lower (taking the average exchange rate of EUR 1:CHF 1.2333). This fair value adjustment was taken to income under the item “Earnings frominvestments in associates.”


Meyer Burger Group published the tender offer document for the voluntary public takeover offerfor all the shares of Roth & Rau AG at a price of EUR 22 per share on 5 May 2011. The transferof the shares tendered as a result of the bid was under the condition precedent of approvalunder the merger legislation of the German Federal Cartel Office and the Ministry of Commerceof the People’s Republic of China. These approvals were granted on 6 May 2011 and 2 August2011 respectively and the purchase of the shares listed below was completed as of 9 August2011.

As a result of the voluntary public takeover offer, Meyer Burger Group was able to acquire a totalof 8,581,825 shares in Roth & Rau AG. This corresponds to a share of approximately 52.95% ofthe share capital and voting rights of Roth & Rau AG.

As of 9 August 2011, Meyer Burger Group thus holds the majority of the share capital and votingrights with a total of 13,382,124 shares, or 82.57%. Roth & Rau AG has been fully consolidatedin the financial statements of the Meyer Burger Group with effect from this date.

Between gaining the majority in Roth & Rau AG on 9 August 2011 and 31 December 2011,Meyer Burger Group was able to acquire a further 1,069,582 shares in Roth & Rau AG, equivalentto around 6.60% of the share capital and voting rights. As of 31 December 2011, Meyer BurgerGroup therefore held a total of 14,451,706 shares in Roth & Rau AG, corresponding to 89.17%of the share capital and voting rights.

With the acquisition of Roth & Rau AG, with its leading-edge products and technologies for thenext generation of crystalline silicon solar cells, Meyer Burger Group has further expanded itsmarket leadership along the entire photovoltaic value chain. Combining the two companiescreates a full-line system provider which covers all the most important technology elements inthe photovoltaic value chain from solar silicon to entire solar systems, specifically in the areas ofwafering, solar cells and solar modules. Roth & Rau will form the core of the new field oftechnology and competence relating to solar cells within Meyer Burger Group and close the gapbetween wafering and solar modules.

Between the date of acquisition on 9 August 2011 and 31 December 2011, the Roth & Raucompanies acquired generated sales of CHF 125.9 million and a loss of CHF 143.7 million. Thisincludes the non-recurring impairment on goodwill of around CHF 73.6 million and the CHF 25.3million revaluation at fair value of the investment in associates. If the companies had beenconsolidated with effect from 1 January 2011, sales would have been higher by CHF 131.3million and profit for the year lower by CHF 5 million.

Total transaction costs for the acquisition of the R& R Group were around CHF 5.1 million. Thesewere recognised in other operating expenses.


6.32.2 Merger with 3S Industries LtdAt the Extraordinary General Meeting of Meyer Burger Technology Ltd on 14 January 2010in Berne, the shareholders agreed to the merger with 3S Industries Ltd, Lyss, Switzerland.The Annual General Meeting of Meyer Burger Technology Ltd approved the merger betweenthe Company and 3S Industries Ltd and the merger agreement of 8 December 2009. TheExtraordinary General Meeting of 3S Industries Ltd, also held on 14 January 2010, likewisegave its full consent to the merger with Meyer Burger Technology Ltd. On the basis of theapproved merger agreement and the legal regulations, Meyer Burger took over all assetsand liabilities of 3S by means of the merger.

3S Industries Ltd was integrated into Meyer Burger Technology Ltd in an absorption mergerand was deregistered upon its completion, or rather when the merger was entered in thecommercial register. The following member companies of the 3S Industries Ltd group werethus transferred to Meyer Burger Technology Ltd as part of the merger:– 3S Swiss Solar Systems Ltd, Lyss (Switzerland)– 3S Swiss Solar Equipment Ltd, Lyss (Switzerland)– Pasan SA, Neuchâtel (Switzerland)– Somont GmbH, Umkirch (Germany)– Service companies in the USA, Singapore, Spain and Hong Kong

100% of the shares in the equity and voting rights of the abovementioned companies wasacquired.

This merger made Meyer Burger the first global technology group in the solar industry tocover the key technology steps in the photovoltaics value chain from solar silicon to finishedsolar installations. The business combination offers fully integrated production solutions forthe solar industry consisting of machinery and automated production lines, criticalconsumables, process know-how and local service from a single source. The combinationof these core competences is unique and enables the company to make further significantcost reductions along the entire manufacturing chain, with the aim of reaching the targetedgrid parity for solar energy even more quickly. The companies are an ideal fit in terms oftechnology portfolio and geographic presence, and have a global sales and service networkat their disposal which is unique in the industry.


The following assets were acquired through the merger with 3S Industries Ltd:

in TCHF Fair Value

Cash and cash equivalents 46924


Financial assets 79

Inventory 28245

Property, plant and equipment 8154

Intangible assets 184655

Deferred tax assets 252 2


Trade payables –11710

Customer prepayments –5096

Provisions –4108

Deferred tax liabilities –43007 4

Defined benefit obligation –3281

Other liabilities –18980

Acquired net assets 205340

Goodwill 141503 4

Purchase price 346843

plus acquired cash and cash equivalents 46924

less value of employee options absorbed –14803

less fair value of shares issued –331998

less paid value for fraction of shares in the merger –41

Net cash inflow 46924

1Gross amount of contractual trade receivables TCHF 16053Operating value adjustments TCHF –1089Fair value of acquired trade receivables TCHF 14963

2The gross amount of deferred tax assets relates to carry-forward losses that have not been used tax wise and reflectthe fair value at the time of the acquisition.

3The other receivables consist of other receivables third parties, prepayments to suppliers and prepaid expenses. Thegross amount of these other receivables reflect the fair value at the time of the acquisition.

43S Swiss Solar Systems Ltd received a tax relief at the end of 2010 that will be applicable for reporting periods startingfrom 2011. Due to this tax relief the tax rate for the calculation of the deferred income tax liabilities at the time of theacquisition is reduced when compared to the amount published in the Half Year report 2010. The reduction in thedeferred income tax liabilities due to the lower tax rate has resulted in a change in goodwill.

As part of the purchase price allocation, intangible assets (brand names, customerrelationships, technologies, software, order backlog) were identified, measured and allocatedto the acquired companies.

The goodwill recognised that is not allocated to any asset category represents strategicadvantages resulting from the business combination. These include complementary productranges, growth potential, anticipated synergies, the acquired know-how of the employees,network setup costs and a premium paid for the business combination.

Between the purchase date and 31 December 2010, the acquired 3S companies generatednet sales of TCHF 132,443 and realised a loss of TCHF 8,175. This loss resulted largely fromthe amortisation of the intangible assets acquired in the merger, amounting to TCHF 31,211.If the companies had been included in the consolidated financial statements as at 1 January


2010, this would not have had a material effect on the earnings or net sales of the MeyerBurger Group.

6.33 Significant shareholdersMeyer Burger Technology Ltd has the following significant shareholders:Shareholder Voting share

31.12.2011

BlackRock Inc. USA-New York >5%

Credit Suisse Asset Management Funds AG CH-Zurich >3%

Peter Pauli CH-Möhlin 3.21% 1

31.12.2010

Vontobel Fonds Services AG CH-Zurich 5.05%


1 The voting rights reflect the participation held by registered shares, employee options and restricted shares.


6.34 Compensation, participations and loans to members of the Board ofDirectors, Advisory Board and Executive Board (disclosure in accordancewith the Swiss Code of Obligations)

6.34.1 Compensation to members of the Board of Directors2011

NamePosition in Boardof Directors

Honorarium 1

(CHF)

Share-basedcompensation 2

(number)


(CHF)

Additionalcompensation 3

(CHF)

Socialsecurity 4

(CHF)Total(CHF)

Peter M. Wagner Chairman 203000 2500 93125 244200 20425 560750

Dr Alexander Vogel Vice Chairman 106622 1500 55875 – 9142 171639

Rudolf Samuel Güdel Member 70000 1000 37250 – 5552 112802

Peter Pauli Member, Delegate – – – – – –

Dr Dietmar Roth Member 7 – – – – – –

Heinz Roth Member 93000 1000 37250 – 7376 137626

Rolf Wägli Member 8 51150 – – – 19715 70865

Prof Dr Konrad Wegener Member 55000 1000 37250 – 4362 96612

Total 578772 7000 260750 244200 66572 1150294

2010

NamePosition in Boardof Directors

Honorarium 1

(CHF)


(number)


(CHF)

Additionalcompensation 3

(CHF)

Socialsecurity 4

(CHF)Total(CHF)

Peter M. Wagner Chairman 203000 2500 72125 126520 27089 428734

Dr Alexander Vogel Vice Chairman 103000 1500 43275 – 7946 154221

Rudolf Samuel Güdel Member 70000 1000 28850 – 5400 104250

Peter Pauli Member, Delegate – – – – – –

Heinz Roth Member 93000 1000 28850 – 7175 129025

Rolf Wägli Member 93000 1000 28850 – 42879 164729

Prof Dr Eicke Weber Member 5 – – – – – –

Prof Dr Konrad Wegener Member 55000 1000 28850 – 4243 88093

Total 617000 8000 230800 126520 94732 1069052

1Fees as a member of the Board of Directors and as a member of the Board of Directors’ committees.2The shares were allocated at nominal value of CHF 0.05 on 7 July 2011. The share price at the time of the allocation wasCHF 37.30. In calculating the total compensation, the allocated shares were valued at CHF 37.25. The shares have avesting period of 2 years. Upon termination of an individual’s employment contract or Board membership, the shares forwhich the two-year vesting period has not expired yet will be returned to the company. For more information to the shareplan see Note 6.20.

3The additional compensation for Peter M. Wagner includes the compensation for the following services rendered:– Consultancy services for Meyer Burger Technology Ltd until 3 October 2011. The compensation for this functiontotalled TCHF 31 in 2011.

– Consultancy services for Somont GmbH for the development of the strategic positioning. The compensation for thisfunction amounted to TCHF 63 in 2011.

– Chief Operating Officer (COO) ad interim for AMB Apparate + Maschinenbau GmbH until the end of March 2011. Thecompensation for this function was TCHF 45 in 2011 and TCHF 127 in 2010.

– CEO of Roth & Rau AG since 4 October 2011. The compensation for this function amounted to TCHF 105 in 2011.4Contains governmental social security (AHV, ALV and FAK) on remunerations for Board members, on additionalcompensation and for options exercised in the year under report. The amount of social security for Rolf Wägli ismainly due to the exercise of the options, which have been taken over in connection with the merger with 3S IndustriesLtd and which have been integrated in the option plan of Meyer Burger Technology Ltd.

5Prof Dr Eicke Weber was a member of the Board of Directors until 14 January 2010 and did not receive any compensationto cover the period from 1 January to 14 January 2010.

6The shares were allocated at nominal value of CHF 0.05 on 15 December 2010. The share price at the time of theallocation was CHF 28.90. In calculating the total compensation, the allocated shares were valued at CHF 28.85. Theshares have a vesting period of 2 years. Upon termination of an individual’s employment contract or Board membership,the shares for which the two-year vesting period has not expired yet will be returned to the company. For moreinformation to the share plan see Note 6.20.

7Dr Dietmar Roth is a member of the Board of Directors since 3 October 2011. For his function as a board member he isentitled to a compensation starting in 2012.

8Rolf Wägli was a member of the Board of Directors until 18 July 2011.


6.34.2 Compensation to members of the Technological Advisory Board2011

Name PositionHonorarium

(CHF)Total(CHF)

Prof Dr Eicke Weber Chairman 23000 23000

Dr Patrick Hofer-Noser Member 1 – –

Sylvère Leu Member 1 – –

Ralf Preu Member 15000 15000

Prof Dr Konrad Wegener Member – –

Total 38000 38000

2010

Name PositionHonorarium

(CHF)Total(CHF)

Prof Dr Eicke Weber Chairman 13000 13000

Dr Patrick Hofer-Noser Member 1 – –

Sylvère Leu Member 1 – –

Ralf Preu Member 5250 5250

Prof Dr Konrad Wegener Member – –

Total 18250 18250

1The fees paid to Dr Patrick Hofer-Noser and Sylvère Leu for serving on the Advisory Board are included in theircompensation as members of the Executive Board.


6.34.3 Compensation to members of the Executive Board2011

Name PositionBasic salary1

(CHF)Bonus(CHF)


(number)


(CHF)

Compensationin kind 3

(CHF)

Socialbenefits

(CHF)Total(CHF)

Peter Pauli CEO 310700 263500 10000 372500 9330 119547 1075577

Other members of theExecutive Board 4 801017 513470 20200 752450 30512 450618 2548067

Total 1111717 776970 30200 1124950 39842 570165 3623644

2010

Name PositionBasic salary1

(CHF)Bonus(CHF)

Share relatedcompensation 2

(number)

Share relatedcompensation 2

(CHF)

Compensationin kind 3

(CHF)

Socialbenefits

(CHF)Total(CHF)

Peter Pauli CEO 270400 322840 8900 256765 7619 111299 968923

Other members of theExecutive Board 4

711532 506200 18900 545265 17037 330697 2110731

Total 981932 829040 27800 802030 24656 441996 3079654

1Peter Pauli was a member of the Board of Directors until 14 January 2010 and again from 21 April 2011 onwards. Hisbasic salary includes his contractually agreed fixed salary as CEO of the Company and his pro-rata fee as a member ofthe Board of Directors.

2The shares were allocated on 7 July 2011 (2010: 15 December 2010) with a nominal value of CHF 0.05. The share priceat the time of issue was CHF 37.30 (2010: CHF 28.90). In calculating the total compensation, the allocated shares werevalued at CHF 37.25 (2010: CHF 28.85). The shares have a vesting period of two years. Upon termination of anindividual’s employment contract or Board membership, the shares for which the two-year vesting period has not yetexpired will be returned to the company. For further information on the share plan, see Note 6.20

3Compensation in kind includes the payment for private use of a company car. The sum declared in the salary statementfor the purpose of filing a tax return under “private share of company car” was applied as a component of salary.

4The Executive Board was expanded on 1 August 2011 to include the newly created position of Chief Operating Officer(COO).

6.34.4 Compensation to related partiesBalances and transactions between companies within the scope of consolidation (see Note2.4) have been eliminated on consolidation and are not discussed in this Note. Details oftransactions between a Meyer Burger company and other related parties are provided below.

Information on the share-based compensation to the Board of Directors and Executive Boardis disclosed in detail in Note 6.34.

The Company and Meyer Burger Ltd procure advisory services from meyerlustenberger,among others. Dr Alexander Vogel, a member of the Board of Directors, is a partner in thislaw firm. The scope of the services provided came to TCHF 1,218 in 2011 and TCHF 615 in2010.

In addition to serving as a member of the Board of Directors, Peter M. Wagner provided thefollowing services in 2011:

– Consultancy services for Meyer Burger Technology Ltd in the period to 3 October 2011.Compensation for this amounted to TCHF 31 in 2011.

– Strategic positioning consultancy to Somont GmbH. Compensation for this amounted toTCHF 63 in 2011.


– Acting as temporary Chief Operating Officer (COO) of AMB Apparate + MaschinenbauGmbH until the end of March 2011. Compensation for this amounted to TCHF 45 in 2011and TCHF 127 in 2010.

– CEO of Roth & Rau AG from 4 October 2011 onwards. Compensation for this amountedto TCHF 105.

The Company buys services from Blaser Swisslube AG, a 100% subsidiary of KORAS AG.Board member Heinz Roth is also a member of the Board of Directors of KORAS AG. Servicesprovided in 2011 amounted to TCHF 4,399. Mr Roth was not a member of the Board ofDirectors of KORAS AG in the previous year, so neither it nor its subsidiaries counted asrelated parties.

The company buys services from the Güdel Group. Rudolf Güdel was a member of the Boardof Directors of 3S Industries Ltd and has been a member of the Board of Directors of MeyerBurger Technology Ltd since the merger on 14 January 2010. He owns an interest in theGüdel Group and is also a member of its Board of Directors. Services provided in 2011amounted to TCHF 6,888 (previous year: TCHF 4,431). Companies in the Güdel Grouppurchased goods and services from Pasan SA in the amount of TCHF 4 during the yearunder review (previous year: TCHF 122).

The company performs services for the Solar Industries Group. Until 18 July 2011, Rolf Wägliwas a member of the Board of Directors of Meyer Burger Technology Ltd. He is also amember of the Board of Directors of Solar Industries Group. Prior to Mr Wägli stepping downfrom the Board, services in the amount of TCHF 4,031 were purchased during the year (nopurchases were made in 2010).

The company buys services from CLS Communication AG (a wholly-owned subsidiary ofCLS Corporate Language Services Holding AG). CFO Michel Hirschi is a member of theBoard of Directors of CLS Corporate Language Services Holding AG. The services purchasedcame to TCHF 61 in 2011 and TCHF 51 in 2010.

Of the compensation to related parties described above, TCHF 5,074 (31 December 2010:TCHF 386) had not yet been paid as at 31 December 2011 and was recognised as a liabilityin the balance sheet. Of the goods and services provided to related parties, TCHF 928(31 December 2010: TCHF 186) had not yet been paid as at 31 December 2011 and wasrecognised as a receivable in the balance sheet.

No unusual transactions were effected with either the main shareholders or other relatedparties.


6.34.5 Compensation to former Board membersNo compensation was paid to former Board members in 2010 or 2011.

6.34.6 Loans and credits to members of the Board of Directors or the Executive BoardAs of 31 December 2011 and 31 December 2010 respectively, there were no company loansor credits outstanding to the current members of the Board of Directors, the Advisory Boardor the Executive Board. There were also no loans or credits outstanding to former Boardmembers or any related party.

6.34.7 Participations in the company2011The members of the Board of Directors, the Advisory Board and the Executive Board(including related parties) held the following participations through shares, option rights andrestricted shares in Meyer Burger Technology Ltd as of 31 December 2011:

Name Position

Registeredshares

(number)Options1

(number)

Restrictedshares2

(number)

Totalparticipation3

(in % ofoutstanding

shares)

Peter M. Wagner Chairman of the Boardof Directors 4000 50000 5000 0.12%

Dr Alexander Vogel Vice Chairman of theBoard of Directors 65000 30000 3000 0.21%

Rudolf Samuel Güdel Member of the Boardof Directors – 7143 2000 0.02%

Heinz Roth Member of the Boardof Directors 10000 10000 2000 0.05%

Dr Dietmar Roth Member of the Boardof Directors 490468 – – 1.03%

Prof Dr KonradWegener

Member of the Boardof Directors – 3571 2000 0.01%

Prof Dr Eicke Weber Chairman of the Advisory Board – 10000 – 0.02%

Peter Pauli Chief Executive Officer, Delegate 1220000 – 310900 3.21%

Bernhard Gerber Chief Operating Officer 420 35000 6500 0.09%

Michel Hirschi Chief Financial Officer 140000 100000 87000 0.69%

Patrick Hofer-Noser Chief Technology Officer 217714 61607 12500 0.61%

Sylvère Leu Chief Innovation Officer – – 10600 0.02%

1Details of the options are shown in the following table.2Details of shares not yet vested are shown in the following table.3Total participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing theparticipation (including options) as a percentage of the number of outstanding registered shares as of 31 December2011.


Details in relation to optionsDetails of total options held by the members of the Board of Directors, the Advisory Boardand the Executive Board as of 31 December 2011:

Grant dateNumber of

optionsExercise price

(CHF) RatioVestingperiod Exercise period

04.11.2008 90 000 15.37 1 : 1 2 years 04.11.2010–04.11.2012

07.09.2009 145000 19.50 1 : 1 2 years 07.09.2011–06.09.2013

14.01.2010 1 72321 6.41 1 : 1 various various

1The options issued in 2010 were options from the 3S Industries Ltd option plan which were acquired as part of themerger with 3S Industries Ltd and integrated into the Meyer Burger Technology Ltd option plan.

The options were granted free of charge. They are non-transferable. Each option entitles theholder to subscribe for one registered share in Meyer Burger Technology Ltd. After thedefined vesting period the options may be exercised during the exercise period, but only ifthe holder is an employee or Board member of the Company. Options that have not beenexercised will be forfeit after expiry of the exercise period.

Details of shares in vesting period

GrantedNumber of

shares Vesting until

07.07.2011 37200 30.06.2013

15.12.2010 37300 01.12.2012


2010The members of the Board of Directors, the Advisory Board and the Executive Board(including related parties) held the following participations through shares, option rights andrestricted shares in Meyer Burger Technology Ltd as of 31 December 2010:

Name Position

Registeredshares

(number)Options1

(number)

Restrictedshares2

(number)

Totalparticipation3

(in % ofoutstanding

shares)

Peter M. Wagner Chairman of the Boardof Directors 4000 75000 2500 0.18%

Dr Alexander Vogel Vice Chairman of theBoard of Directors 50000 45000 1500 0.21%

Rudolf Samuel Güdel Member of the Boardof Directors – 7143 1000 0.02%

Heinz Roth Member of the Boardof Directors 10000 10000 1000 0.05%

Rolf Wägli Member of the Boardof Directors – 14643 1000 0.03%

Prof Dr KonradWegener

Member of the Boardof Directors – 3571 1000 0.01%

Prof Dr Eicke Weber Chairman of theAdvisory Board – 30000 – 0.07%

Peter Pauli Chief Executive Officer 1484000 148000 8900 3.60%

Michel Hirschi Chief Financial Officer 215000 150000 6000 0.82%

Patrick Hofer-Noser Chief Technology Officer 113368 304077 7400 0.93%

Sylvère Leu Chief Innovation Officer – – 5500 0.01%

1Details of the options are shown in the following table.2Details of shares not yet vested are shown in the following table.3Total participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing theparticipation (including options) as a percentage of the number of outstanding registered shares as of 31 December2011.

Details in relation to optionsDetails of total options held by the members of the Board of Directors, the Advisory Boardand the Executive Board as of 31 December 2010:

Grant dateNumber of

optionsExercise price

(CHF) RatioVestingperiod Exercise period

12.09.2007 90 000 20.40 1 : 1 2 years 14.09.2009–14.09.2011

04.11.2008 174000 15.37 1 : 1 2 years 04.11.2010–04.11.2012

07.09.2009 184000 19.50 1 : 1 2 years 07.09.2011–06.09.2013

14.01.2010 1 329434 6.41 1 : 1 various various

1The options issued in 2010 were options from the 3S Industries Ltd option plan which were acquired as part of themerger with 3S Industries Ltd and integrated into the Meyer Burger Technology Ltd option plan.

The options were granted free of charge. They are nontransferable. Each option entitles theholder to subscribe for one registered share in Meyer Burger Technology Ltd. After thedefined vesting period the options may be exercised during the exercise period, but only ifthe holder is an employee or Board member of the Company. Options that have not beenexercised will be forfeit after expiry of the exercise period.


Details of shares in vesting period

GrantedNumber of

shares Vesting until

15.12.2010 35800 01.12.2012

6.35 Disclosures on implementation of a risk assessment pursuant to theSwiss Code of Obligations

In its capacity as an international concern, Meyer Burger Group is exposed to variousfinancial and non-financial risks that are inextricably linked to its business activities. In thebroadest sense, the risks are defined as the threat that it might not be possible for theGroup to achieve its financial, operational or strategic aims as planned. In order to securethe Group’s long-term corporate success, it is therefore crucial that risks are identifiedeffectively, analysed and either eliminated or limited by means of suitable measures.

Clearly defined management information and control systems are used to measure, monitorand control the risks to which Meyer Burger is exposed. Detailed reports are prepared on ahalf-yearly basis, and the Board of Directors is briefed accordingly. In 2011, the Board ofDirectors discussed the risk portfolio during two Board meetings.

For the purposes of guaranteeing effective risk management, transparency and theaggregation of risks in risk reporting, Meyer Burger has opted for a uniform and integratedapproach to corporate risk management across the Group as a whole.

As part of the risk assessment process, the probability of occurrence and the extent of theloss are considered. Meyer Burger uses both quantitative and qualitative methods for thisprocess, applying these on a uniform basis across the Group as a whole and thereby enablingrisk assessments to be compared across different areas of the company. Based on the resultsfor the probability of occurrence and expected implications, a clear risk assessment matrix isdrawn up.

6.36 Events after the reporting dateThere have been no events since the balance sheet date that could have a material influenceon the 2011 annual financial statements.


Report of the auditors


in TCHF 31.12.2011 31.12.2010

Assets

Current assets


Treasury shares 719 574

Receivables intercompany 11689 17916

Other receivables third parties 920 133

Other receivables intercompany 162244 119154

Accruals 396 164

Total current assets 275075 217093

Long-term assets

Investments 383715 10542

Loans intercompany 36491 9974

Property, plant and equipment 11 62

Intangible assets 910 910

Total long-term assets 421127 21488

Total assets 696202 238581

Liabilities and equity

Liabilities

Liabilities third parties 1275 2156

Liabilities intercompany 307392 255

Deferrals 3 345 6012

Long-term provisions 234 99

Total liabilities 312246 8522

Equity

Share capital 2 386 2279

Capital contribution reserves 229685 –

General reserves 4457 175276

Reserve for treasury shares 2090 574


Total equity 383956 230059

Total liabilities and equity 696202 238581

Financial Statements Meyer Burger Technology LtdBalance sheet


Income statement

in TCHF 1.1.–31.12.2011 1.1.–31.12.2010

Income

Other operating income 12412 16003

Dividend income 111498 35000

Financial income 3061 209

Interest income 8529 7050

Total income 135500 58262

Expenses

Personnel expenses 7017 6557

Compensation to the Board of Directors and Advisory Board 613 635

Administration expenses 10262 9761

Financial expenses 3288 1689

Bank interest and fees 4189 253

Loss from currency translations 16725 21635

Depreciation and amortisation 51 96

Taxes –53 –1

Total expenses 42029 40625

Net profit 93408 17637


Information on significant investmentsin TCHF 31.12.2011 31.12.2010

Meyer Burger Ltd, Thun

Purpose: Manufacturing and trading in machines and their parts

Share capital 500 500

Percentage of capital held 100% 100%

Meyer Burger GmbH, Langenfeld

Purpose: Holding of participations of Meyer Burger Group in Germany (Holding company)

Common stock 41 41


MB Services AS, Porsgrunn

Purpose: Providing of services

Common stock 20 20


MB Services Pte Ltd, Singapore


Common stock 0 0


Meyer Burger Co. Ltd, Taiwan


Common stock 166 166


Meyer Burger Systems (Shanghai) Co. Ltd, Shanghai


Common stock 1080 1080


3S Swiss Solar Systems Ltd, Lyss

Purpose: Management and operation of companies in the area of solar energy



Pasan SA, Neuchâtel

Purpose: Manufacturing, purchase and sales of electronic, electromechanical andaudiovisual solar power plants



Meyer Burger S.L., Barcelona


Common stock 4 4


Notes to the financial statements


in TCHF 31.12.201131.12.2010

Meyer Burger India Private Ltd, Pune India


Common stock 21 21


MB Systems Co. Ltd, Seoul


Common stock 45 45


MBT Systems GmbH, Langenfeld

Purpose: Holding of participations of Meyer Burger Group in Germany (Holding company)

Common stock 33 –

Percentage of capital held 100% –

Other operating incomeOther operating income in fiscal year 2011 includes mainly management fees that were in-voiced to the consolidated companies.

Dividend incomeThe disclosed dividend income of TCHF 111,498 in fiscal year 2011 reflects the dividendpayout for fiscal year 2010 of TCHF 110,000 that was authorised by the Ordinary GeneralMeeting of Shareholders of Meyer Burger Ltd, Thun, on 17 March 2011, and the dividendpayout of TCHF 1,498 by MB Services AS, Porsgrunn.

Interest incomeThe reported interest income in fiscal year 2011 includes mainly the interest received for loansto consolidated group companies as well as interest income from banks and interest fromshort-term money market investments.

Loss from foreign currency translationsNegative currency translation effects on the valuation of intercompany loans to foreignsubsidiaries, which were granted during fiscal year 2011, led to a loss from foreign currencytranslations. This loss is primarily due to the new valuation of these intercompany loans.

Leasing liabilities not entered in the balance sheetLeasing liabilities not entered in the balance sheet amounted to TCHF 242 in fiscal year 2011and to TCHF 40 in the previous year.

Liabilities towards pension plan institutionsThere were no liabilities towards pension plan institutions in fiscal year 2011. Liabilitiestowards pension plan institutions amounted to TCHF 5 in the previous year.


Guarantees, pledged assets, binding letter of comfortMeyer Burger Technology Ltd guarantees for a syndicated credit of Meyer Burger Ltd up toa maximum of TCHF 345,000, of which TCHF 300,000 are credit lines. TCHF 120,000 ofthese has been cancelled and TCHF 180,000 is available.

Meyer Burger Technology Ltd is borrower of two guaranteed credits from German financialinstitutions in an amount of EUR 25 million each (total EUR 50 million). The guaranteed creditscan be drawn by subsidiaries by way of pledges/guarantees for advance payments,warranties and completions. They cannot be drawn for safeguarding of credits.

Meyer Burger Technology Ltd issued a binding letter of comfort in favour of Roth & Rau,which secures the allocation of liquidity by Meyer Burger Technology Ltd up to a maximumamount of EUR 50 million, should such need arise.

Meyer Burger Technology Ltd guarantees the fleet master agreement with a global guaranteeof TCHF 2,000 and for the OTC contract with Credit Suisse with TCHF 1,500.

Share capitalThe share capital of Meyer Burger Technology Ltd as of 31 December 2011 is divided into47,722,090 registered shares with a par value of CHF 0.05 each. The share capital is fully paid in.

Conditional capitalIn accordance with Article 3b of the Company’s Articles of Association, dated 20 April 2011,the share capital may be increased by a maximum amount of CHF 173,817.15 by means ofthe issuance of no more than 3,476,343 fully paid-in registered shares with a nominal valueof CHF 0.05 each, by virtue of the exercise of option rights granted to employees andmembers of the Board of Directors of the Company or of group companies in accordancewith a plan to be worked out by the Board of Directors. The preferential rights of theshareholders shall be excluded.

In accordance with Article 3c of the Company’s Articles of Association, dated 20 April 2011,the share capital may be increased by a maximum amount of CHF 200,000.00 by means ofthe issuance of no more than 4,000,000 fully paid-in registered shares with a nominal valueof CHF 0.05 each, by virtue of the exercise of conversion and/or option rights in conjunctionwith convertible bonds, bonds with option rights or similar financial market instruments of theCompany or of group companies.


The acquisition of shares through the exercise of conversion and/or option rights and eachsubsequent transfer of the shares shall be subject to the restrictions set forth in Article 4 ofthe Articles of Association (in reference to limitations for registration in the share register).

The Board of Directors may limit or withdraw the right of the shareholders to subscribe inpriority to convertible bonds, bonds with option rights or similar financial market instrumentswhen they are issued, if:


1) the financial market instruments with conversion or option rights are issued in conjunctionwith the financing or refinancing of the acquisition of an enterprise or parts of an enterpriseor with participations or new investments of the Company; or

2) an issue by firm underwriting by a bank or a consortium of banks with subsequent offeringto the public without preferential subscription rights seems to be the most appropriateform of issue at the time, particularly in terms of the conditions or the time plan of theissue.

If advance subscription rights are denied by decision of the Board of Directors, the followingshall apply:

1) conversion rights may be exercisable only for up to 10 years, option rights only for up to7 years from the date of the respective issuance; and

2) the respective financial market instruments must be issued at the relevant marketconditions.

As a result of the exercise of option rights, the conditional share capital according to Article3b of the Articles of Association was reduced to CHF 128,679.40 as of 31 December 2011.The conditional share capital according to Article 3c of the Articles of Association amountedto CHF 200,000.00 as of 31 December 2011.

Authorised share capitalIn accordance with Article 3a of the Articles of Association, dated 20 April 2011, theBoard of Directors is entitled to increase the share capital of the Company by not morethan CHF 170,684.60 until 29 April 2012 by virtue of the issuance of a maximum of3,413,692 fully paid-in registered shares with a nominal value of CHF 0.05 each.

The Board of Directors is entitled to limit or exclude the advance subscription rights of theshareholders and allocate them to third parties, if the new shares are to be used:

1) for the acquisition of enterprises, parts of enterprises, participations or new investmentplans;

2) for the financing or refinancing of the acquisition of enterprises, parts of enterprises,participations or new investment plans; or

3) for the placement of shares in the capital market

Shares, for which advance subscription rights have been granted but not exercised, should beused in the interests of the Company.

The increase can take place by means of a firm underwriting and/or in partial amounts. TheBoard of Directors is entitled to set the issue price of the shares, the type of contribution, as wellas the date of entitlement to dividends. Shares issued under these terms are subject tolimitations for registration in the share register in accordance with Article 4 of the Articles ofAssociation of the Company.


Treasury shares

in TCHF No. of shares Price per shareValue of

treasury shares

01.01.2010 – – –

Increase through merger with 3S Industries Ltd 46727 12.60 589

Issuance employee shares –1206 12.60 –15

31.12.2010 45521 12.60 574

Repurchase of employee shares 6680 24.06 161

Issuance employee shares –1230 12.60 –15

31.12.2011 50971 719

Shares of Meyer Burger Technology Ltd held by subsidiaries

in TCHF No. of shares Price per shareValue of

treasury shares

01.01.2010 – – –

Issuance – – –

Repurchase – – –-

31.12.2010 – – –

Increase through share participation plan 2010 1 21550 28.85 622

Increase through share participation plan 2011 2 21180 37.25 789

Decrease through share participation plan 2010 3 –900 28.85 –26

Decrease through share participation plan 2011 3 –360 37.25 –13

31.12.2011 41470 – 1371

1 Share participation plan 2010: The shares were allocated at a value of CHF 28.85 on 15.12.2010. The shares wereissued out of the conditional share capital and issuance to the subsidiaries took place on 15 March 2011. The shareshave a vesting period of two years starting from the date of the allocation.

2 Share participation plan 2011: The shares were allocated and issued at a value of CHF 37.25 and have a vestingperiod of two years starting from the date of the allocation.

2 If employees are leaving the Company, the shares for which the two year vesting period has not expired, will revert tothe Company. The Company will compensate the German subsidiary with the price as per the date of issuance.


Capital contribution reservesMeyer Burger Technology Ltd received approval by the tax authorities during fiscal year 2011for the capital contributions up and until 2010. The changes in equity are as follows:

Transfer from general reserves to capital contribution reserves

in TCHF General reserves

Capitalcontribution

reserves

Since 1 January 2011 175276 –

Transfer from general reserves to capital contribution reserves –175307 1753071

Increase 4488 54378

As of 31 December 2011 4457 229685

1 The capital contribution of TCHF 175,307 was approved by the Federal Tax Authorities on 4 November 2011.

Significant shareholdersShareholder Voting rights

31.12.2011

BlackRock Inc. USA-New York >5%

Credit Suisse Asset Management Funds AG CH-Zurich >3%


31.12.2010

Vontobel Fonds Services AG CH-Zurich 5.05%


1 The voting rights reflect the participation held by registered shares, employee options and restricted shares


Compensation, participations and loans to the members of the Board of Directors, theAdvisory Board and the Executive Board (Disclosure in accordance with Swiss Code ofObligations)For details to the compensation, please refer to the Notes of the consolidated financialstatements on page 152 of this Annual Report.

Information on the procedure of a risk assessmentFor a description of the risk management, please refer to page 159 in the Notes to theconsolidated financial statements.


in TCHF 2011Proposal by the

Board ofDirectors

2010Resolution by theGeneral Meetingof Shareholders

For decision by the General Meeting of Shareholders

Balance carried forward from the previous year 51930 34293

Net profit for the period 93408 17637


Proposal by the Board of Directors

Allocation to the capital reserves – –

Balance to be carried forward 145338 51930


Proposal by the Board of Directors for theallocation of retained earnings


Five-Year Summary

Meyer Burger Groupin TCHF 2011 2010 2009 2008 20071

Consolidated income statement

Incoming orders 876788 1 329 828 193748 575541 710500

Order backlog (as of 31 December) 909881 1 048 535 516367 829832 657900

Net sales 1 315 039 826 005 420943 448378 207968

Operating income after costs of products and services 608 026 408 752 170076 183829 86212

in % of net sales 46.2% 49.5% 40.4% 41.0% 41.5%

Earnings before interest, taxes, depreciation and amortization (EBITDA) 278 367 187 535 63323 82663 27797

in % of net sales 21.2% 22.7% 15.0% 18.4% 13.4%

Earnings before interest and taxes (EBIT) 116 686 127 851 41314 60138 24990

in % of net sales 8.9% 15.5% 9.8% 13.4% 12.0%

Earnings before taxes (EBT) 70 009 93 369 39317 49858 24547

Profit for the year 35 825 97 949 29177 35017 19187

Consolidated balance sheet (as of 31 December)

Total assets 1 377 352 1 066 799 460195 398776 207835

Current assets 641 938 624 564 283745 284651 193821

Long-term assets 735 414 442 234 176450 114 124 14014

Current liabilities 486 898 372 300 178178 205773 130834

Non-current liabilities 127 920 51 572 85730 67286 7104

Equity 762 534 642 927 196287 125717 69897

Equity ratio 55.4% 60.3% 42.7% 31.5% 33.6%

Cash Flow Statement

Cash flow from operating activities 218 758 347 520 55265 22747 37230

Cash flow from investing activities –320 096 10 147 –50794 –57665 –8921

Investments in property, plant and equipment –62 671 –16 495 –5845 –16165 –8125

Cash flow from financing activities –38 020 –53 557 48851 11733 –4411

Employees 2

No. of employees (as of 31 December) 2 791 1276 738 630 379

Net sales by employee in CHF 651 716 639 849 627

Operating income after costs of products/services by employee in CHF 301 355 258 348 260

1 Financial statements 2008–2011 in accordance with IFRS, 2007 according to Swiss GAAP FER 2Employees refers to full-time equivalent basis (FTE)

Market capitalisationin CHF Mio.

Share price performance since IPO (November 2006)

2009

2010

2011

2008

0

500

1000

1500

–100%

355%

127%

582%

809%

0

20

10

30

40

1036% 50

2007

2008

2009

2010

2011

2006

Meyer BurgerTechnology LtdSPI Index

SPI index rebased toMBTN share priceSource: Swissquote


Information for investors and the media

Important dates

22 March 2012: Press and Analyst Conference,SIX Swiss Exchange, Zurich

26 April 2012: Ordinary Annual General Meeting,Stade de Suisse, Berne

16 August 2012: Publication Half-Year Results 2012,SIX Swiss Exchange, Zurich

Details to the registered sharesSwiss valor numberISINListingSIX Ticker SymbolReutersBloombergNominal value per registered shareNumber of outstanding sharesShare price high/low 2011Year end closing price 2011Accounting StandardAuditors

Contact AddressMeyer Burger Technology LtdGrabenstrasse 25CH-6340 BaarSwitzerlandPhone +41 41 761 80 00Fax +41 41 763 08 08Email [email protected]

10850379CH0108503795SIX Swiss ExchangeMBTNMBTN.SMBTN SWCHF 0.0547,722,090 as of 31 December 2011CHF 44.25/CHF 13.05CHF 14.70IFRSPricewaterhouseCoopers Ltd

Investor RelationsMichel HirschiChief Financial OfficerPhone +41 33 439 05 05Fax +41 33 439 36 88Email [email protected]

Media RelationsWerner BuchholzHead of Group CommunicationsPhone +41 33 439 05 05Fax +41 33 439 36 88Email [email protected]


Address Details

Group companies

HOLDINGMeyer Burger Technology LtdGrabenstrasse 25, 6340 Baar, SwitzerlandPhone +41 41 761 80 00, Fax +41 41 763 08 08, Email [email protected], www.meyerburger.com

3S MODULTEC3S Swiss Solar Systems LtdSchachenweg 24, 3250 Lyss, SwitzerlandPhone +41 32 391 11 11, Fax +41 32 391 11 12, Email [email protected], www.3-s.ch

3S PHOTOVOLTAICS3S Swiss Solar Systems LtdSchachenweg 24, 3250 Lyss, Switzerland, Phone +41 32 391 11 11, Fax +41 32 391 11 12,Email [email protected], www.3s-pv.ch

AMB AUTOMATIONAMB Apparate + Maschinenbau GmbHGottlieb-Daimler-Strasse 4, 86462 Langweid, GermanyPhone +49 8230 700 99 0, Fax +49 8230 700 99 750, Email [email protected],www.amb-automation.de

DIAMOND WIREDiamond Materials Tech, Inc.3505 N. Stone Ave., Colorado Springs, CO 80907, USAPhone +1 719 570 1150, Fax +1 719 570 1176, Email [email protected], www.dmt-inc.com

HENNECKEHennecke Systems GmbHAachener Strasse 100, 53909 Zülpich, GermanyPhone +49 2252 9408 01, Fax +49 2252 9408 98, Email [email protected],www.hennecke-systems.de

MB ROBOTICSMeyer Burger Automation GmbHElisabeth-Selbert-Strasse 19, 40764 Langenfeld, GermanyPhone +49 2173 3945 50, Fax +49 2173 3945 522, Email [email protected], www.meyerburger.de

MB WAFERTECMeyer Burger LtdAllmendstrasse 86, 3600 Thun, SwitzerlandPhone +41 33 439 05 05, Fax +41 33 439 05 10, Email [email protected], www.meyerburger.ch

Meyer Burger Trading (Shanghai) Co. LtdNanjing East Road, 200 001 Shanghai, ChinaPhone +86 21 636 024 55, Fax +86 21 635 047 15, Email [email protected], www.meyerburger.com/en/

PASANPasan SARue Jaquet-Droz 8, 2000 Neuchâtel, SwitzerlandPhone +41 32 391 16 00, Fax +41 32 391 16 99, Email [email protected], www.pasan.ch

SOMONTSomont GmbHIm Brunnenfeld 8, 79224 Umkirch, GermanyPhone +49 7665 9809 7000, Fax +49 7665 9809 7999, Email [email protected], www.somont.com


ROTH & RAURoth & Rau AGAn der Baumschule 6–8, 09337 Hohenstein-Ernstthal, GermanyPhone +49 3723 6685 0, Fax +49 3723 6685 100, Email [email protected], www.roth-rau.de

AIS Automation Dresden GmbHOtto-Mohr-Strasse 6, 01237 Dresden, GermanyPhone +49 3512 1660, Fax +49 3512 1663 000, Email [email protected], www.ais-automation.com

OTB Solar B.V.Luchthavenweg 10, 5657 EB Eindhoven, NetherlandsPhone +31 4025 81581, Fax +31 4025 09855, Email [email protected], www.roth-rau.com/otb-solar

Roth & Rau MicroSystems GmbHGewerbering 3, 09337 Hohenstein-Ernstthal, GermanyPhone +49 3723 4988 0, Email [email protected], www.roth-rau.de/microsystems

Roth & Rau Muegge GmbHHochstrasse 4–6, 64385 Reichelsheim, GermanyPhone +49 6164 9307 0, Fax +49 6164 9307 93, Email [email protected], www.muegge.de

Roth & Rau – Ortner GmbHManfred-von-Ardenne-Ring 7, 01099 Dresden, GermanyPhone +49 3518 8861 0, Fax +49 3518 8861 20, Email [email protected], www.roth-rau.com/ortner

Sales and Service companies

Meyer Burger Trading (Shanghai) Co. LtdNanjing East Road, 200 001 Shanghai, ChinaPhone +86 21 636 024 55, Fax +86 21 635 04715, Email Sales: [email protected],Email Service: [email protected], www.mb-services.ch

MB Systems Co. Ltd7F, Othrys B/D, 154-3, Samsung-dong, Gangnam-gu, Seoul 135-090, KoreaPhone +82 2 3454 0701, Fax +82 2 3454 0760, Email [email protected], www.meyerburger.com/en/

Meyer Burger Co. Ltd13F-1, No. 8 Zingiang Road, Zhubei City, Hsin Chi County 302, TaiwanPhone +886 3 657 86 12, Fax +886 3 657 85 24, Email [email protected], www.meyerburger.com/en/

Meyer Burger India Private Ltd14 Commerce Avenue, Mahaganesh Colony, Paud Road, 411 038 Pune, IndiaPhone +91 20 2545 9531 / 32, Fax +91 20 2545 9530, Email [email protected],www.meyerburger.com/en/

MBT Systems Ltd309 Route 94, Columbia, NJ, 07832, USAPhone +1 908 496 8999, Fax +1 908 496 8998, Email [email protected], www.meyerburger.com/en/

Meyer Burger S.L.Alaba, 61 – Planta 6a, 08005 Barcelona, SpainPhone +34 931 131 132, Fax +34 932 208 626, Email [email protected], www.meyerburger.com/en/


Service companies

Meyer Burger KKIshikawa Building 4F, 2-5-5 Kudan Minami, 102-0074 Chiyoda-ku, Tokyo, JapanPhone +81 3 5211 2123, Fax +81 3 4496 4206, Email [email protected], www.meyerburger.com/en/

MBT Systems Ltd23562 N Clara Ln, 97124 Hillsboro, OR, USAPhone +1 503 645 3200, Fax +1 503 645 6707, Email [email protected],www.mb-dwslicingsystems.com

Meyer Burger Services GmbHIm Mittelfeld 1, 04509 Hohenossig, GermanyTel. +49 34294 859 615, Fax +49 34294 859 619, Email [email protected], www.meyerburger.com

MB Services ASTormod Gjestlandsveg 46, Bygg 239, 3908 Porsgrunn, NorwayPhone +47 35 93 40 30, Fax +47 35 93 40 33, Email [email protected], www.meyerburger.com

MB Services Pte. Ltd20, Tuas South Avenue 14, 637312 Singapore, SingaporePhone +65 6686 2170, Fax +65 6686 2173, Email [email protected], www.meyerburger.com


Declaration on Forward-Looking StatementsThis report contains statements that constitute “forward-looking statements”, relating to Meyer Burger.Forward-looking statements are subject to risks and uncertainties and the reader is cautioned that actualfuture results may differ from those expressed in or implied by the statements, which constitute projectionsof possible developments. All forward-looking statements are based only on data available to Meyer Burgerat the time of preparing this report. Meyer Burger does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise.

This report is also available in German. The original German language version is binding.

The report can also be viewed online: www.meyerburger.com

Publishing DetailsPublisher: Meyer Burger Technology Ltd, BaarConcept: Tolxdorff & Eicher Consulting, HorgenLayout, prepress and printing: Linkgroup, ZurichTranslation: CLS Communication AG, ZurichSustainability advisor: sustainserv, Zurich and Boston

© Meyer Burger Technology Ltd 2012

Climate neutral manufactured by Linkgroup.

179

Meyer Burger Technology LtdGrabenstrasse 25CH-6340 [email protected]

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