annual report 2012 - meyer burger online · and analysis of results on page 16. focusing our...

Annual Report 2012

Meyer Burger Group

Meyer Burger Technology Ltd is a leading global technology

Group employing more than 2,000 people across three continents.

Our innovative systems and production equipment create

sustainable added value for our customers in photovoltaics (solar

industry), in the semiconductor industry and in other high-end markets

for semiconductor materials.

Our passion – sustainable clean energyWe will be the leading technology Group for innovative systems

and processes based on semiconductor technologies – with a clear focus on photovoltaics.

Our systems and processes enable our customers to reach lowest total cost of ownership.

We shape the future energy mix by combining our technologies with the infinite power of the sun.

Our performanceMeyer Burger is characterised by uncompromising quality,

value-added innovations, superior customer services and an entrepreneurial pioneering spirit.

Our photovoltaic customers rely on comprehensive solutions and complementary technologies along the entire value chain in the manufacturing processes for wafers, solar cells, solar modules and building integrated solar systems.

As a full line system provider, we command a top-ranking position in this industry and enable a sustainable reduction of costs per kWh for solar electricity through our technologies.

We care about the future and a sustainable clean energy supply.

Meyer Burger Annual Report 2012

Global Presence

Oregon Hillsboro

India Pune

Korea Seoul

Singapore Singapore

Switzerland Neuchâtel Thun

Netherlands Eindhoven

Germany Dresden Hohenstein-Ernstthal Reichelsheim Umkirch Zuelpich

Colorado Colorado Springs

China Shanghai

New Jersey Columbia

Japan Tokyo

Taiwan Zhubei City

5

Key Figures

Consolidated income statementin TCHF 2012 2011

Net sales

645 242 1 315 039

Operating income after costs of products and services 285 331 608 026

in % of net sales 44.2% 46.2%

EBITDA −33 170 278 367

in % of net sales −5.1% 21.2%

EBIT −135 375 116 686

in % of net sales −21.0% 8.9%

Net result for the year −115 904 35 825

Consolidated balance sheetin TCHF 31.12.2012 31.12.2011

Total assets

1 100 797 1 377 352

Current assets 390 628 641 938

Long-term assets 710 170 735 414

Current liabilities 242 015 486 898

Non-current liabilities 230 725 127 920

Equity 628 057 762 534

Equity ratio 57.1% 55.4%

Net salesin CHF million

EBITDAin CHF million

Total balance sheetin CHF million

Equityin CHF million

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Meyer Burger Annual Report 2012

Table of Contents

2 Letter to Shareholders 6 Vision and Strategy 8 Passionate about PV 14 Non-PV Technologies and Markets

Report to Fiscal Year 2012 16 Management discussion and analysis of results 2012 24 Innovation and technology 28 Sustainability

Corporate Governance 46 Group structure and shareholders 49 Capital structure 56 Board of Directors 70 Executive Board 73 Compensation, shareholdings and loans 79 Shareholders’ participation rights 80 Change of control and defence measures 80 Auditors 82 Information policy

Financial Report 84 Consolidated balance sheet 85 Consolidated income statement 86 Other comprehensive income 87 Consolidated cash flow statement 88 Consolidated statement of changes in equity 90 Notes to the consolidated financial statements 156 Report of the auditor 158 Balance sheet Meyer Burger Technology Ltd 159 Income statement 160 Notes to the financial statements 167 Proposal by the Board of Directors for the allocation of retained earnings 168 Report of the auditor

Other information 170 Five-year summary 171 Information for investors and the media 172 Address details

Letter to Shareholders

Dear Shareholders

2012 was an extremely difficult year for the whole photovoltaic industry. The sharp consolidation process that had already started in the second half of 2011 continued unabated throughout 2012, mainly as a result of overcapacities at solar cell and module manufacturers and steeply falling prices for cells and modules. Cell and module manufacturers were therefore very reluctant to invest in new production equipment.

This market situation had a strong impact on the Meyer Burger Group in the reporting year. Compared to the record year 2011, net sales declined by 51% to CHF 645.2 million (previous year CHF 1,315.0 million). However, sales remained within our expectations and the guidance that was published in March 2012.

With the aim of substantially reducing costs, Meyer Burger launched extensive consolidation and optimisation programmes in the spring and autumn of 2012 to consolidate sales and service organisations, as well as centres of production and competence on a global basis and to simplify the Group’s organisational structure. Most of these measures have already been implemented and will sustainably reduce the company’s operating expenses by around CHF 50–60 million from 2013 onwards.

The operating loss at EBITDA level for 2012 amounted to CHF –33.2 million (previous year CHF +278.4 million), within the range of the most recent guidance given in November 2012. Net result came to CHF –115.9 million (previous year CHF +35.8 million).

→ For further information about the 2012 results see the management discussion and analysis of results on page 16.

Focusing our strengths, driving forward technologiesAs a result of the consolidation process and capacity adjustments within our Group,

the number of permanent employees declined compared to the previous year by 22% to 2,186 employees. In total, the number of employees will be reduced to around 2,000 full-time equivalents by mid-2013.

The construction of Meyer Burger Group’s new headquarters in Thun was completed on schedule in the second quarter of 2012, and we moved in during May and June. Moreover, in the second half of the year the centre of competence for module systems (the former 3S Swiss Solar Systems Ltd) was relocated to this site, creating a full-line solar technology and production centre in Thun focusing on wafers and modules. The Group’s second main technology centre is located in Hohenstein-Ernstthal, where innovative cell technology development is being driven forward. The Group also has technology and production sites in Zuelpich (Germany) for precision measuring technologies for high-quality solar wafers and in Colorado Springs (USA), where the focus is on research and development for diamond wire

Peter Pauli Chief Executive Officer

Peter M. Wagner Chairman

Meyer Burger Annual Report 2012 2

technology and consumables. Bundling our forces and concentrating resources in two main technology centres for photovoltaic solutions delivers not only cost advantages, but above all enables us to consolidate our activities in research and development, sales, production and customer services.

We are continuing to pursue the long-term technology strategy of looking at the entire photovoltaic value chain and optimally coordinating technologies along the various processes (wafers, cells, modules, solar systems). We are convinced that significant efficiency improvements in the areas of wafers, cells and modules can be achieved by the use of new technologies and that the total cost of ownership for our customers can be further reduced substantially. We are currently focusing our technology developments on three key topics:

Diamond wire Diamond wire technology has been developed for mono-crystalline silicon, enabling wafer thicknesses and cutting costs to be greatly reduced.

Heterojunction (HJT) High-efficiency cells which achieve an efficiency of more than 21% are now being produced using heterojunction technology. These cells also feature an extremely good performance temperature coefficient of down to –0.18%/°C. This is another record. Compared to the normal rate of circa –0.43%/°C for standard cells, a solar module with HJT cells from Meyer Burger Group achieves 10% more energy yield on average than when conventional cells are used. With HJT technology, Meyer Burger has combined the advantages of thin film and crystalline technology. HJT is also the only technology where a wafer thickness <160 μm can be used without efficiency loss. This generates significant cost advantages not only for cell and module producers but also for the solar systems’ end users.

SmartWire Connection (SWCT) Meyer Burger is the only company in the world to offer the SmartWire Connection electrification technology for solar cells, which has been tested in photovoltaic installations. Soldering takes place in the laminator during this process. With its low series resistance, this technology delivers an absolute performance increase of more than 1% and a relative increase of 7% over traditional cells. The SWC technology also offers impressive cost reduction potential by eliminating the busbars on either side of the cells and by optimising the finger widths on the cells so that the proportion of silver used can be reduced by up to 80%. SWC technology is compatible with all crystalline silicon cell technologies including selective emitters, PERC and heterojunction (HJT) in both p-type and n-type silicon cells. SWC technology is suitable for wafers of up to 100 micrometre thinness and also supports the finest finger widths. This pioneering technology can also be used in the next generation of finger metallisation technologies.

As a system integrator from the wafer through to the module processes, Meyer Burger can select and implement the optimum configuration for the customer from its broad product portfolio, enabling the company to combine the advantages of the individual production steps and technology improvements, increase the total performance and efficiency of the cells and modules and ultimately sustainably reduce the costs of solar energy.

3

Solar industry developing into a global marketOver recent years, the main growth markets for installed PV capacity were in

Europe, which at the end of 2012 accounted for a total of around two thirds of the global installed capacity of over 100 GW. Germany, Italy and Spain currently claim the largest share of installed capacity in Europe.

Discussions about the energy revolution and the need to use more renewable energies continue to increase and have thus led to a radical change in direction towards a slowly but steadily developing global market. With long-term government programmes to promote renewable energies in Arab countries, the BRIC states, Southeast Asia and the USA, new end-user markets are opening up to photovoltaics, and these will lead to increased demand and a broader global market base in the years to come. In these new markets, innovations and increased efficiency of the current cells and modules will become key decision-making factors in terms of new projects and investment decisions.

This global transformation in the market has become evident in talks with our customers and government agencies. However, from today’s point of view it is hard to estimate when the various large projects under discussion will turn into actual contracts and orders for production equipment or services from the Meyer Burger Group. With its technology know-how and system offering along the total photovoltaic value chain, Meyer Burger is uniquely positioned to be a clear winner in our industry when the market recovers and demand picks up again.

Strategic course remains unchangedWe are convinced that solar energy will occupy an important share of the global

energy mix in the future and that photovoltaics will remain a strong growth market in the long-term. We will therefore adhere to our corporate strategy and maintain an unchanged focus on photovoltaics while continuing to drive our technological development. At the same time, we also supply our competencies and technologies to other high-tech growth markets. For example sapphire processing combined with the innovative measuring and control processes for that industry, which contribute substantially to reducing the manufacturing costs of sapphire cover and touchscreens for the mobile industry and innovative, flexible and cost-efficient solutions in the field of control software and MES systems for scalable production control that meet the high demands of modern manufacturing processes.

→ For an overview of our photovoltaic portfolio see pages 8–13 and for further examples of non-PV applications see pages 14–15.

Outlook Most of the optimisation and consolidation programmes in the past year have already

been implemented or will be completed by mid-2013. These measures already make an impact. The substantial reduction in operating costs also lowers the break-even point, so that break-even on the EBITDA level can be expected on net sales of about CHF 500 million. If and when the solar sector recovers, the additional operating potential is correspondingly high.

Clear guidance regarding net sales in 2013 is difficult due to the market situation and the conservative recognition of sales applied by Meyer Burger Group (Completed Contract Method). Net revenue from the sale of machinery and systems is usually recognized at the point when a final acceptance test protocol has been signed by the customer at the destination.


For this reason, net sales from new orders received during fiscal year 2013 will most likely become effective during the second half of 2013 or at the beginning of 2014. Incoming orders and the related customer prepayments during 2013 will therefore be important for the Group and in terms of cash flow. Meyer Burger expects a strong increase in incoming orders compared to the previous year 2012 due to the initial signs of a market recovery.

As at 31 December 2012, Meyer Burger had an equity ratio of 57.1% and cash and cash equivalents of CHF 134.5 million. The Group was able to enter into a loan agreement in the amount of CHF 30 million, secured by mortgage certificates, in order to partially refinance the investment costs of the new building in Thun, which led to a cash inflow of CHF 30 million in March 2013. The Board of Directors has decided to propose a capital increase to the Annual General Meeting, which will be held on 25 April 2013, in order to further strengthen the balance sheet and liquidity of the Group. The expected cash inflow in conjunction with the capital increase amounts to about CHF 150 million. This capital strengthening measure will increase Meyer Burger Group’s financial flexibility and secure further investments into the technology leadership of the Group and into the development of different markets. Details to the capital increase and the subscription rights of shareholders will be published in the invitation to the Annual General Meeting 2013.

Meyer Burger is well positioned with proven systems and new technologies such as Diamond Wire, Heterojunction or SmartWire Connection and commands the broadest and most advanced technology and product portfolio in the photovoltaic industry. With a strengthened capital base, the Group will continue to further expand its technology leadership and will sustainably profit from an increase in demand for photovoltaic equipment.

Acknowledgements The past year has been extremely turbulent. On behalf of the Board of Directors and

the Executive Board, we would like to thank our employees for their understanding and their outstanding commitment in a difficult period. We highly appreciate it. Special thanks also go to our customers, suppliers and business partners and to you, our shareholders, for the confidence you place in us.

Peter M. Wagner Peter Pauli Chairman Chief Executive Officer

5

Vision and Strategy

Focused on technologyMeyer Burger Group 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 the semiconductor and the optoelectronic industries as well as other selected high-end markets based on semiconductor materials.

Over the last ten years, Meyer Burger has risen to the forefront of the photovoltaic market and established itself as an international premium brand by offering superior precision products and innovative technologies. The Group’s offering in systems, product equipment and services along the photovoltaic value chain includes the manufacturing processes for wafers, solar cells, solar modules and solar systems. Meyer Burger provides substantial added value to its customers and clearly differentiates itself from its competitors by focusing on the entire value chain.

→ For further information on markets, customers and employees, see Report to the Fiscal Year 2012 on page 16 ff.

Our visionWe are the leading technology Group

Meyer Burger is the leading technology Group for innovative systems and processes based on semiconductor materials. The company remains strongly focused on photovoltaics. We enable our customers to reach the lowest total cost of ownership within the industry through the use of our systems and processes. And we are going to decisively shape the future energy mix by combining our technologies with the infinite power of the sun.

Our core valuesSustainability and permanence

We think and act in a sustainable manner, in harmony with the environment and by taking society’s fundamental values into consideration.

Long-term loyal partnership

Our actions are based on loyalty and honesty. We stand for a trustworthy and target-oriented cooperation.

Creativity and innovationWe are creative. As a loyal employer, we empower our employees and thereby enhance our own entrepreneurship. We combine innovation with competitiveness, customer value, integrated quality and long-term reliability.

We decisively shape the future

energy mix

Our valuesSustainability, Loyalty,Innovation


Our strategyWe are proud of our corporate pioneering spirit which supports creativity, technological innovation and the critical scrutiny of our own performance. To be a pioneer in our industry means that we often enter uncharted territory, continuously improve production equipment and processes and align them in such a way that increased customer value and a sustainable reduction in the costs per kWh for solar electricity can be achieved. We will further develop the photovoltaic, semiconductor and other high-end markets using both new and existing technologies. Our corporate strategy is based on the following four pillars:

Acting as solutions providerOur thinking as well as our research and development efforts are focused on systems and processes. This allows us to continuously set new standards for production processes within the photovoltaic industry. We offer our customers integrated systems and dedicated solution packages. We implement customer specific process control and supervisory systems that span across different manufacturing processes. We combine our process know-how and close customer process support with our service-oriented machinery and systems business and our logistics-driven consumable business.

Safeguarding our technology leadershipWe play an active role in shaping the industrial processes of the future and in setting standards. At the same time, we evaluate and implement new technologies that can be used to achieve additional economies of scale, thus further reducing the cost of ownership for our customers.

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

Lean organisation and high flexibilityWe are an innovative and modern employer and our corporate culture is characterised by openness. We feature a streamlined organisational structure and swift decision-making processes. We further enhance and develop the respective technologies in our competence centres in Thun/Switzerland (wafer and module technologies) and Hohenstein-Ernstthal/Germany (cell technologies). We ensure that all of our manufacturing sites and all production processes remain highly flexible in order to react quickly to changes in demand or to market needs. We optimise our own resources with strict vertical financial management combined with a horizontal networking of compentencies.

Our corporate cultureOpen, Transparent, Responsible

77

Passionate about PV – committed to systems and processes

Umwelt Arena


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Cropping

Bricking, squaring Gluing

Grinding

Wafer

The WaferLine merges all wafer manufacturing steps into a precisely integrated process. The environmentally friendly cutting process using diamond wire represents the core of the WaferLine. It guarantees reduced wire consump-tion, best material utilisation and subsequently reduced pro-duction costs. Innovative solutions in wafer manufacturing are the basis for new technological development in downstream processes like heterojunction cell technology.

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Cell

The focus during cell production is entirely on effi-ciency. The new heterojunction cell technology (HJT) achieves cell efficiencies of over 21% as well as reduced manufac-turing costs. An additional focal point is the cell performance within the module. The precise fine tuning between the cell process and both the wafer and the module processes en-ables outstanding cell performance within the module.

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Screen printing, curing, testing

PVD-coatingCell connection and interconnection

Encapsulation,lamination

Final assembly

Perfor - mancetesting

Module

Meyer Burger has an integrated, cross-process ap-proach to innovation. The development and introduction of the high performance 303 watt module is a leading example of the seamless integration between heterojunction cell tech-nology (HJT), SmartWire cell connection technology, a dis-tinct module design and a specific lamination process. The interaction of these technologies provides synergies which offer more benefits than the overall advantages of each single process.

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Process control,material flowPerfor -

mancetesting

Short time-to-market and low manufacturing costs are crucial to remaining competitive in the PV industry. Mod-ern production lines require fully integrated manufacturing controls. FabEagle MES software is an effective tool for the control, analysis and regulation of the production processes. In addition to lowering the manufacturing costs, it provides an increase in module performance.

Process control

Solar Impulse proves that it is possible to fuel progress by using clean energy and that new technologies are available for the future energy supply. As an official supplier, Meyer Burger is able to apply its photovoltaic know-how and technology to this pioneering project. At the same time Meyer Burger’s innovative systems and technologies are utilised in building integrated projects from single family homes to large-scale projects such as the Umwelt Arena. Meyer Burger actively drives the research and the development of trendsetting PV technologies with the goal of consistently higher ef-ficiency for cells and modules while achieving a sustainable reduc-tion in the cost of solar energy production.

Solar Impulse

13 Meyer Burger Annual Report 2012 13

AIS Automation Dresden GmbHAIS Automation provides global innovative software solutions for facility and

production automation, system integration and control in many fields of technology including the photovoltaic, semiconductor, LED, electronic and automotive sectors. Modular software components improve the analysis of data and provide information on the status of the systems in a production line.

In over 100 production lines worldwide, software solutions from AIS Automation ensure increased transparency and efficiency during production.

www.ais-automation.com

Meyer Burger Ltd, Wafer TechnologyProven in practice, Meyer Burger equipment can efficiently cut other materials in addition

to silicon. Customers use our equipment to cut sapphire crystals into bricks and wafers. Sapphire wafers are used in light emitting diodes (LED) and as watch crystals. A lucrative business opportunity is also emerging in the mobile sector where touch screens in smartphones will be made of sapphire and no longer of glass. Meyer Burger’s expertise in the slicing of hard and brittle materials optimally positions the company for prospective future markets such as power semiconductors based on SiC (silicon carbide) and GaN (gallium nitride) materials.

www.meyerburger.com

Non-PV Technologies and Markets

Global software solutions from AIS Automation increase transparency and efficiency during production

Diamond wire technology in a DW288S wire saw from Meyer Burger

14 Meyer Burger Annual Report 2012 14

MicroSystems GmbHOrganic light emitting diodes or OLEDs are opening up many new possibilities in the

field of lighting, especially through the application of flexible material such as polymer films. During a ceremony in October 2012, the Horst Centre in Eindhoven introduced their new Reel-to-Reel system; a RollCoat 400 system for multi-layer barrier film coating from MicroSystems GmbH. A unique feature of this Reel-to-Reel system is its ability to coat all foils within a single cycle ensuring the efficient encapsulation of flexible OLED components.

www.microsystems.de

Roth & Rau B.V.In recent years, Roth & Rau B.V. has focused on the development of industrial

applications for multi-functional inkjet printers. Under the PiXDRO name, a number of scaleable systems have been developed to meet production requirements ranging from inkjet printers for specialised research applications to those for mass production printing. Key features of the PixDRO platform are the vertical integration of all components and a flexible module layout which can be adapted to meet customer requirements.

In addition to many compact systems in the field of research, a number of larger (pilot) production systems have also been installed for “printed electronics” (semiconductor and circuit boards), organic materials (LCD, OLED, touch screens) and security applications.

www.roth-rau.com

Reel-to-Reel system RollCoat 400 from MicroSystems Roth & Rau’s industrial inkjet printer PiXDRO IP410

15

Report to the Fiscal Year 2012

Markets and customersIn 2012, an estimated 30 GW of new photovoltaic (PV) capacity was installed at

private and commercial end users, increasing the total globally to over 100 GW (source: EPIA Market Report 2012, February 2013). Another year of record growth thus confirmed the expectation that photovoltaics will play an increasingly important role in the future energy mix. In the longer term, leading industry associations and organisations such as EPIA assume that global installed PV capacity will rise to between 200 and 350 GW by the year 2016.

Despite this solid demand for end installed capacity, enormous overcapacity produced by solar cell and solar module manufacturers in past years still remained. This overcapacity, although decreasing, combined with the significant decrease in the price of solar modules and the enormous pressure on margins at cell and module manufacturers has increased consolidation in the industry as a whole and even led to some manufacturers having to cease operations entirely.

Meyer Burger Group also felt the effects of the radical industry-wide structural changes. Following five years of extremely strong growth and high profitability, the Group suffered a loss in 2012 for the first time since its IPO in 2006 and also had to release a significant number of employees. This step was extremely painful; particularly because Meyer Burger shares EPIA’s conviction that photovoltaic systems will supply a substantial part of the future energy mix in the long-term. In the short-term, however, the current difficult market situation has to be mastered and the company navigated successfully through the crisis.

The photovoltaic market, which has strongly developed in Europe in recent years, will become more and more of a global market in the coming years. The long-term government programmes to promote renewable energies in Arab countries, the USA, India, China, Brazil and South Africa, for example, will provide fresh growth stimulus and lead to a broader global market base. Meyer Burger has a major presence in all these markets and is further expanding its strong existing position.

Management discussion and analysis of results 2012The difficult market environment in the reporting year led solar cell and module

manufacturers to be very cautious in their investments, particularly with regard to orders for new production systems and equipment. New revenues were achieved in non-PV industries, but not enough to compensate the sharp decline in order income and sales of photovoltaic equipment.

Meyer Burger launched two comprehensive optimisation and consolidation programmes in March and November 2012 to focus its sales units, production sites and centres of competence and simplify its entire organisational structure. The measures initiated and also largely implemented in 2012 will reduce the company’s cost base sustainably from 2013 onwards by around CHF 50–60 million.


Incoming orders and salesMeyer Burger Group recorded CHF 223.4 million in new orders in 2012 (previous

year CHF 876.8 million). The order backlog as of 31 December 2012 was CHF 405.5 million (CHF 909.9 million as of 31 December 2011).

Compared to the record year 2011, net sales fell by 51% to CHF 645.2 million (previous year CHF 1,315.0 million). This was in line with our expectations and corresponds to the net sales guidance that was published in March 2012 (CHF 600–800 million). The revenue breakdown by region remained relatively stable compared to the previous year, with a share of 81% of net sales being generated in Asia (previous year: 80%). Europe accounted for 16% of net sales (previous year: 17%) and the remaining 3% came from customers in the USA (previous year: 3%).

Operating income after costs of products and servicesOperating income after costs of products and services came to CHF 285.3 million

(previous year CHF 608.0 million). Despite the challenging market situation, the margin declined only slightly by 2 percentage points to 44.2% (previous year 46.2%), as a large proportion of sales derived from orders that were negotiated with customers prior to the reporting year 2012. The decrease in the margin is mainly due to close-out agreements between certain customers and Meyer Burger.

Operating expensesMeyer Burger Group employed 2,186 people on a full-time basis as of 31 December

2012, representing a decline of 22% compared to 31 December 2011. The number of temporary employees was also reduced from 267 positions as of 31 December 2011 to 79 as of the end of 2012. The reduction in the total workforce is in line with the optimisation and consolidation measures executed during the year.

Personnel expenses for 2012 were CHF 214.7 million (previous year CHF 194.7 million). The increase compared to the previous year is due to the full consolidation of the Roth & Rau companies for the entire reporting period. In the previous year, Roth & Rau’s personnel expenses were only included in the Meyer Burger Group’s consolidated income statement from 9 August 2011 onwards, since prior to this date the Group’s share in Roth & Rau was less than 30% and the participation was recognised under investments in associated companies.

Other operating expenses declined to CHF 103.8 million for 2012 (previous year CHF 134.9 million). The same consolidation effect regarding the Roth & Rau companies that is mentioned above also has to be taken into account when comparing these cost items. Operating expenses fell compared to the previous year mainly due to lower transportation costs as a result of the reduced business volume, lower maintenance expenses, less external services used and the initial positive effects of the cost reduction measures.

In a like-for-like comparison of the two years, the operating expenses declined by 32% compared to fiscal year 2011.

Net sales CHF

645.2 M

Eur

ope

16%

US

A 3

%

Asi

a 81

%

Net sales by regionin 2012

17Report FY 2012 Corporate Governance Financial Report Other Information

EBITDA and EBITEBITDA for 2012 came to CHF –33.2 million (previous year CHF +278.4 million) and

was within the range of the most recent guidance as of November 2012. Depreciation and amortisation amounted to CHF 102.2 million (previous year

CHF 161.7 million), with depreciation of property, plant and equipment amounting to CHF 25.0 million. CHF 72.3 million reflects scheduled amortisation of intangible assets, which resulted mainly from the M&A activities of previous years, and other depreciation of intangible assets (particularly software). Impairment was CHF 4.8 million, including CHF 3.6 million of impairment for the trade name “OTB”, which is no longer used.

At EBIT level, Meyer Burger posted a loss of CHF –135.4 million (previous year profit of CHF +116.7 million).

Financial resultThe financial result, net, amounted to CHF –9.2 million (previous year CHF –21.4

million). The financial expenses for 2012 include for the first time interest expenses for the 5% straight bond (maturing in May 2017) of CHF 3.9 million. The more stable foreign currency situation (particularly for the EUR and USD) resulted in lower, unrealised negative foreign currency translation effects of CHF 4.3 million, from the valuation of intercompany loans to foreign subsidiaries. In the previous year, a financial expense of approximately CHF 16.8 million in unrealised foreign currency translation effects had to be recognised in conjunction with the valuation of these intercompany loans.

TaxesThe taxes for 2012 amounted to a tax income of CHF 28.7 million (previous year tax

expense of CHF 34.2 million). The tax income is mainly attributable to the reduction of temporary differences in intangible assets and the capitalisation of loss carry-forwards due to the negative results from operations.

Net result for the yearThe net result for 2012 came to CHF –115.9 million (previous year CHF +35.8 million),

of which CHF –111.1 million is attributable to the shareholders of Meyer Burger Technology Ltd (the remaining CHF –4.8 million is attributable to the non-controlling interests). The net result represents a loss per share of CHF 2.33 (previous year earnings per share of CHF 0.86 on a diluted basis).


Balance sheetTotal assets declined by CHF 276.6 million to CHF 1,100.8 million as of 31 December

2012 (31 December 2011 CHF 1,377.4 million). This was primarily due to the changes in inventories (CHF –38.3 million), trade receivables (CHF –42.6 million), intangible assets (CHF –71.2 million) and cash and cash equivalents (CHF –125.7 million). As of 31 December 2012, cash and cash equivalents amounted to CHF 134.5 million.

On the liabilities side of the balance sheet, customer prepayments went down to CHF 62.0 million (previous year CHF 229.4 million). Non-current financial liabilities were CHF 133.0 million (previous year CHF 8.3 million), mainly reflecting liabilities regarding the straight bond. Equity as of 31 December 2012 came to CHF 628.1 million (previous year CHF 762.5 million). The equity ratio as of the end of fiscal year 2012 was 57.1% (previous year 55.4%).

Cash flowThe operating cash flow amounted to CHF –168.0 million in 2012 (previous year

CHF +218.8 million). The negative cash flow is primarily due to the major decline in incoming orders and the lack of new customer prepayments. In addition, it was impossible to adjust the company structure as fast as the market had declined.

Cash flow from investing activities came to CHF –68.0 million (previous year CHF –320.1 million). Net investments in property, plant and equipment amounted to CHF 57.5 million and mainly reflect the investments made in Meyer Burger Ltd’s new centre of production and competence in Thun in an amount of CHF 28.2 million. An additional CHF 10.4 million was invested in in-house manufactured heterojunction production lines. Free cash flow1 was CHF –236.0 million.

Cash flow from financing activities came to CHF +111.6 million (previous year CHF –38.0 million). The issue of the straight bond resulted in an inflow of CHF 129.1 million in cash and cash equivalents, while CHF 11.2 million was spent on the acquisition of further shares in Roth & Rau AG. As of 31 December 2012, Meyer Burger Group holds a 92.54% participation in Roth & Rau AG.

Equity ratio

57.1 %

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


Capital expenditureMeyer Burger drives its technology lead and strengthens its market position with

innovative targeted research and development. Investment in R & D remains a core strategy, even in the current difficult market environment. Meyer Burger Group invested CHF 92.1 million in research and development during 2012. This corresponds to about 14.3% of net sales (previous year CHF 67.5 million or about 5.1% of net sales). Research and development costs are not capitalised in the balance sheet for the most part but recognised as expenses in the income statement. In total, 484 employees (FTE) were engaged in research and development in fiscal year 2012 (previous year 534 FTE).

The construction of the new competence centre in Thun was completed in the second quarter of 2012 and relocation took place mainly during May and June. In the second half of the year, the centre of competence for modules also relocated to this site, creating a solar technology and production centre in Thun focusing on the competencies of wafers and modules. The total investment into this new building over its two-year construction period came to CHF 55.8 million, of which CHF 28.2 million was spent in 2012.

→ For further information on the Thun technology centre see page 39.

Solar technology centre in Thun


Currency risks59% of net sales was generated in Swiss Francs (previous year 74%) and 34% in

Euros (previous year 20%). With the two largest technology and production centres located in Thun (Switzerland) and Hohenstein-Ernstthal (Germany), more than 90% of production value is also generated in these two countries.

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

The Meyer Burger brand Meyer Burger pursues a rigorous brand management strategy that conveys and

embodies the unique nature and specific characteristics of the technology Group within its strategic business areas.

The logo consists of two elements. The wafer sun brand image which represents an array of solar cells or wafers and the Meyer Burger brand name.

The brand image and corporate brand name are trademarked throughout the world. The Meyer Burger brand and the Group’s technology brands enjoy an excellent reputation and high degree of recognition within the solar industry worldwide. Suitable public relations and advertising measures in addition to joint appearances at industry fairs further strengthen and underpin this brand recognition. Brand positioning is a key component of a systematic focus on customers and competitors. With the implementation of the brand management strategy, Meyer Burger strengthens its position as a technology leader. With the Meyer Burger umbrella brand, all products and the new organisation structure within the areas of wafers, cells, modules and process intelligence are united under one brand which is intended to project the effect of a single face to the market both internally and externally.

In addition to more powerful market penetration and recognition value, the image will strengthen all process areas under the Meyer Burger brand and therefore capitalise on the trust we have already gained. The uniform image favours the development of a unique corporate identity and a corporate image as well as bundling and focusing our energies on the core elements of our individual competencies.

EU

R 3

4%

US

D 5

%

Oth

er 2

%

CH

F 59

%

Net sales by currenciesin 2012

Corporate brand logo

Bra

nd

Waf

er s

un


Employees As of the end of 2012, our Group employed more than 2,200 people worldwide. The

difficult state of the market and the resulting capacity adjustments combined with our optimisation and consolidation programmes led to a decline in the number of permanent employees compared to the previous year by 22% to a total of 2,186 employees (FTE) (previous year 2,791 employees). The reduction in the workforce was unfortunately unavoidable due to the market situation. As of 31 December 2012, the Group also employed 79 temporary full-time workers in addition to its permanent employees (year end 2011 267 temporary workers). The total number of employees is expected to be reduced to around 2,000 full-time equivalents by mid-2013.

→ For further information on Human Resources issues see the Sustainability Report page 31 ff.

WorkforceEmployees (FTE) 2012 2011 2010 2009 2008

Total at year-end 2 186 2 791 1 276 738 630

Production, Logistics 829 1 342 654 370 360

Research, Development 484 534 197 137 95

Sales, Services 597 615 299 156 125

Finance, Administration 276 300 126 75 50

Talent management As part of its Human Resources strategy, Meyer Burger fills vacant management

posts and key positions with in-house professionals wherever possible. Management succession from among our own ranks is supported by a targeted management development process. In 2012, Meyer Burger simplified its organisational structure and restructured its manufacturing with a targeted group-wide consolidation and optimisation programme. During the year, 62% of all vacant senior management positions (at executive board levels of subsidiaries and other key positions) were staffed with internal candidates.

At the same time, the Group has expanded its marketing and sales activities to new, emerging markets such as India and South America and to Arab and Asian countries, where Meyer Burger has placed great importance on filling important key positions with local resources. These positions were staffed with external candidates in all cases. This enables the Group to build a strong, locally connected presence in these photovoltaic markets of the future.

Eur

ope

(exc

l. S

witz

erla

nd) 4

8%

Asi

a 13

%

US

A 9

%

Sw

itzer

land

30%

Employees by regionin 2012

Development of personnel since 2008Number of employees (FTE)

2009

2010

2011

2008

0

400

800

1200

1600

2000

2400

2800

2012


Management training Two Group Management Meetings were held in the reporting year, one in March

and one in June. The aim of these meetings was to harmonise cross-Group collaboration between the technology centres and across the different processes (wafers, cells, modules, process control) to the best possible effect. About 90 managers from the entire Group also took part in a leadership workshop in September 2012. Focusing on change management, the training strengthened executives in their duties during the consolidation processes.

→ Further information on trainings and professional development on page 35.

Production The employees of Meyer Burger Group’s production and logistics areas were

particularly affected in 2012, and were faced throughout the entire year with insufficient capacity utilisation because of the reduced level of new business.

The wafer technology and competence area moved to the new production site in Thun in June and July. The flexible usage concept for the new building also enabled the research and development department to be integrated by October 2012. The relocation of module production from Lyss to Thun will be completed by the end of March 2013. Completion of this move will give Meyer Burger Ltd a solar technology centre focused on wafers and modules at the Thun site. The second technology centre, where the cell technology is accommodated, is in Hohenstein-Ernstthal. Further main production sites belonging to the Group are in Zuelpich (Germany) and Colorado Springs (USA).

Manufacturing is still at a very low level. However, it can be ramped up quickly as soon as customer demand in the photovoltaic market picks up again. By focusing on two main production sites and two solar technology centres, Meyer Burger can coordinate its core processes (wafers, cells, modules, solar systems) more efficiently and further optimise the existing production synergies and capacities.

Men

82%

Wom

en 1

8%

Employeesin 2012


Innovation and technologyWith its future-oriented innovations, Meyer Burger provides the only right answer to

the current market situation in the photovoltaic industry. Today, the LCOE costs (levelised cost of electricity) for photovoltaic-generated electricity in Europe lie between EUR 0.10 and 0.16 per kWh. Grid parity has already been reached in many European countries. For photovoltaics it is a paradoxical, and thus challenging, situation. On the one hand, solar energy using existing energy technologies is highly competitive, on the other, the global competitive situation is compelling industries to develop further new cost reduction measures for processes, materials and yield. This is precisely where Meyer Burger Group demonstrates its outstanding technological position. As a system integrator, from wafers to PV modules, Meyer Burger is able to select and implement the optimum client configuration from its product portfolio. This is the only way of being able to combine the benefits of individual production steps and further reduce solar energy costs. In 2012, the various technological areas were able to further co-ordinate their portfolios and successfully implement the technology road map.

With its 303 watt module, for example, Meyer Burger set a new record in photovoltaics for standard solar modules with 60 cells. This leap forward in development was made possible by the high level of integration and harmonisation between the processes of wafer, cell and module technologies. The considerable potential to cut production costs results from a reduction in the number of process steps and from significant savings on materials while significantly improving cell efficiency and energy yield while extending the life span of modules from the current 25 years to 40 years. These key technologies are based primarily on heterojunction cell technology and on SmartWire Connection technology. New technologies lead to new physical properties in products and consequently require new methods of measurement. This is also where the Meyer Burger Group impressively proves its innovative strength, namely with the launch of the award-winning DragonBackTM measurement method for solar simulators. In wafer inspection, photoluminescence procedures have been further developed and are now continuously available which meets the modern production standard of 3,600 wafers per hour. The technology chain can therefore be conclusively harmonised across all core processes.

In addition to disruptive cell technologies such as HJT (heterojunction technology), Meyer Burger also supports its customers’ valuable upgrades in traditional solar cell technology. Meyer Burger’s innovative cell passivation process ensures the highest level of efficiency within the scope of iPERC cell technologies and makes the application of selective emitters unnecessary. Meyer Burger has also successfully further reduced cell production costs with its new metallisation technology which enables savings of up to 80% of expensive silver by using low-cost nickel for busbar metallisation instead of silver.

In wafering, Meyer Burger also set another milestone with its diamond wire wafer saw which reduces damage to the wafer core, increases output and cuts wafer production costs. The coolants used in the diamond wire cutting process are biodegradable.


Successful transfer of technology to dynamic growth areasMeyer Burger also deploys the technologies it has successfully applied in

photovoltaics to other business segments:

Alternative markets The diamond wire cutting technologies from Meyer Burger are not only used

successfully in photovoltaics but also in the semiconductor industry and with cutting systems for highly brittle materials. As an example, sapphire wafers which are used in the production of highly efficient LEDs in the watch industry have more recently also been used in the touch screen industry to manufacture covers and their applications. The use of diamond wire increases output considerably compared to existing solutions, especially in relation to throughput, lead time and costs. Combined with coordinated procedures for the pre and post processing of sapphires as well as innovative measurement and control procedures in sapphire processing, Meyer Burger’s BrickMaster system also makes a significant contribution to reducing production costs. The newly developed system for sapphires is based on the BrickMaster system which has been used successfully in the photovoltaic industry to cut multi-crystalline silicon blocks into bricks.

Information technology AIS Automation Dresden GmbH is an information technology specialist that supplies

proprietary MES systems to the photovoltaic, semiconductor, battery production, pharmaceutical and transport engineering industries. In order to make factory control systems even more efficient and transparent, innovative solutions are being developed in the e-mobile area and the MES-PPS system area for supply chain management.

Collaboration with research and development partnersInnovation forms the basis for the competitive position of the Meyer Burger Group.

This is why the three technology areas wafer, cell and module are working intensively with well-known research institutes around the world. The aim of all research projects is to increase customer value and secure the Group’s competitive position.


Risk managementMeyer Burger uses various risk management instruments to manage the strategic,

financial and operational risks facing the Group. The Board of Directors has primary responsibility for evaluating strategic risks. Financial and operational risks are mainly assessed by the Executive Board of Meyer Burger Technology Ltd. Regular reports are submitted to the Board of Directors. Risk management is integrated within the company’s management processes and involves, in particular, Planning, Finance & Controlling, Internal Audit, 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. It is possible to minimise risks and achieve a high degree of process safety through careful analysis of operating procedures and the provision of employee training.

→ For further information about financial risk management see Note 3.3 on page 110.

→ For further information on employees see page 31.

Targets and outlook for 2013Most of the optimisation and consolidation programmes in the past year have already

been implemented or will be completed by mid-2013. These measures already make an impact. The substantial reduction in operating costs also lowers the break-even point, so that break-even on the EBITDA level can be expected on net sales of about CHF 500 million. If and when the solar sector recovers, the additional operating potential is correspondingly high.

Clear guidance regarding net sales in 2013 is difficult due to the market situation and the conservative recognition of sales applied by Meyer Burger Group (Completed Contract Method). Net revenue from the sale of machinery and systems is usually recognized at the point when a final acceptance test protocol has been signed by the customer at the destination. For this reason, net sales from new orders received during fiscal year 2013 will most likely become effective during the second half of 2013 or at the beginning of 2014. Incoming orders and the related customer prepayments during 2013 will therefore be important for the Group


and in terms of cash flow. Meyer Burger expects a strong increase in incoming orders compared to the previous year 2012 due to the initial signs of a market recovery.

As at 31 December 2012, Meyer Burger had an equity ratio of 57.1% and cash and cash equivalents of CHF 134.5 million. The Group was able to enter into a loan agreement in the amount of CHF 30 million, secured by mortgage certificates, in order to partially refinance the investment costs of the new building in Thun, which led to a cash inflow of CHF 30 million in March 2013. The Board of Directors has decided to propose a capital increase to the Annual General Meeting, which will be held on 25 April 2013, in order to further strengthen the balance sheet and liquidity of the Group. The expected cash inflow in conjunction with the capital increase amounts to about CHF 150 million. This capital strengthening measure will increase Meyer Burger Group’s financial flexibility and secure further investments into the technology leadership of the Group and into the development of different markets. Details to the capital increase and the subscription rights of shareholders will be published in the invitation to the Annual General Meeting 2013.

Meyer Burger is well positioned with proven systems and new technologies such as Diamond Wire, Heterojunction or SmartWire Connection and commands the broadest and most advanced technology and product portfolio in the photovoltaic industry. With a strengthened capital base, the Group will continue to further expand its technology leadership and will sustainably profit from an increase in demand for photovoltaic equipment.


Sustainability

CEO StatementSustainability is more than just a catchword to us, even in difficult economic times.

Photovoltaics will play an important role in the future supply of sustainable energy worldwide and, as a leading provider of innovative systems and production facilities for photovoltaics in the solar industry, we are deploying forward-looking energy strategies and implementing intelligent energy systems. We also want our systems to be implemented in a way that delivers benefits to society and increases the value added.

2012 was a turbulent and challenging year. Meyer Burger merged its two subsidiaries Meyer Burger Ltd in Thun and 3S Swiss Solar Systems Ltd in Lyss under the name Meyer Burger Ltd. At the same time the Lyss site was integrated into the new solar technology centre in Thun. In this process, all employees in Lyss were offered a workplace in Thun. At our new headquarters in Thun, we have created a solar technology centre which has a technology focus on wafers and modules.

After several years in leased premises at various locations, the move into the new production and administrative headquarters in Thun in May/June 2012 finally put us in a position to more accurately capture our environmental and emissions data. We started to do so immediately after the relocation and can provide some initial data and projections for this reporting year. In the years to come, the improved data situation will help us to focus our initiatives for operational environmental protection on the most worthwhile areas.

Another new feature in the current reporting year is the inclusion of Roth & Rau AG in our sustainability reporting. Based in Hohenstein-Ernstthal, Germany, Roth & Rau AG is our second technology centre and develops innovative high-efficiency cell technologies. Roth & Rau already has several years of experience in recording sustainability data and we are pleased to integrate their efforts into our report this year.

With these two sites, our sustainability report not only covers more than half of all the employees in the Meyer Burger Group, it also includes all three core areas of photovoltaics: wafers, cells and modules.

We are pleased to publish our progress in sustainability reporting in accordance with the Global Reporting Initiative (GRI) guidelines again this year. We have once more achieved Transparency Level C, as tested and confirmed by GRI.

Peter PauliChief Executive Officer


IntroductionThe cleantech industry makes an important contribution to shaping a world in which

we can meet our needs with fewer resources. Meyer Burger Group’s objective is to help reduce photovoltaic manufacturing costs across the entire value chain while also boosting solar cell efficiency with its innovative products and technologies. Its broad process know-how enables Meyer Burger to develop integrated system solutions across the different manufacturing processes: from the production of solar wafers, solar cells and solar modules to solar systems which generate environmentally friendly electricity directly from solar energy.

At present, the solar industry is in a fierce consolidation phase following a huge surge of growth, confronting Meyer Burger with major challenges as a supplier to the industry. At the same time, the world is facing a far-reaching transformation of its energy system, and Meyer Burger is convinced that it can decisively shape the future energy mix by coupling leading-edge technology with the infinite availability of solar energy. Switzerland, as a technology centre, therefore has enormous economic potential and from Meyer Burger’s point of view there are key developments in the various processes and technologies which will give the solar industry an enormous boost going forward.

To demonstrate its commitment to sustainable and responsible business management even in economically difficult times, this year in its Annual Report Meyer Burger Technology Ltd is systematically reporting for the second time on its performance in all three dimensions of sustainability – economy, ecology and social affairs. The internationally established guidelines for sustainability reporting as drawn up by the Global Reporting Initiative (GRI) have once more been applied. We have structured the report according to those stakeholder groups with a material influence on our business performance: customers, employees, the environment and society.


CustomersBroad offering for informed customers

Meyer Burger Technology Ltd is a leading provider of innovative systems and production facilities for the solar, semiconductor and optoelectronic industries and other sectors related to semiconductor materials. The technology Group offers its customers total solutions and complementary technologies across the entire value chain in wafers, cells and modules up to integrated solar systems for buildings. Customers benefit from the broadest product portfolio in the industry anywhere in the world. From individual machines to fully automated systems, Meyer Burger offers the optimum solution for any customer’s requirements. Part of Meyer Burger Group’s vision is to ensure that its customers achieve the lowest total cost of ownership. Most of these customers are manufacturers in the semiconductor, photovoltaic and optoelectronic industries.

Meyer Burger supplies its customers with innovative and technically superior products and therefore transparent communication on their use and recycling is extremely important. Thorough training and a direct handover to the customer after installation are essential. This ensures that customers can maximise machine Uptime, markedly increase Yield and reduce production Costs. Customers benefit from extensive training and a full-coverage network of customer service centres which ensure optimum on-site services. Customers are also supported by a wide range of technical product fact sheets, manuals and operating instructions which enable them to achieve maximum performance from their systems.

Safety is keyAll Meyer Burger systems and machinery are systematically inspected before

delivery to customers and users. The safety concept for all machines and their manufacture is structured in four steps and fully embedded in the development process. In addition, regular customer training sessions are fundamental to the reliable operation of machines and systems. By means of training modules ranging from basic to specially tailored courses, users and maintenance personnel are trained in the correct handling of the machines and systems, thereby taking individual customer needs into account. Training sessions can be carried out both at Meyer Burger sites and directly on the customers’ premises. All Meyer Burger customers also have the benefit of access to telephone hotlines and online support.

Protecting customers also includes meticulous attention to privacy. To ensure the correct handling of all customer data and documentation, information and data are divided into four categories and are treated accordingly: Public, Internal, Confidential and Strictly Confidential. There were no complaints on the grounds of customer data privacy in 2012.


Personal contact and customer satisfactionIn order to maintain close personal contact with customers and form new customer

relationships, all Meyer Burger Group members are regularly represented at specialist and industry fairs. In 2012, the Group was present at the SNEC in Shanghai (International Photovoltaic Power Generation Conference & Exhibition), the Renewable Energy India 2012 Expo in India, the EU PVSEC in Frankfurt and the Intersolar trade fairs in Munich and San Francisco.

Customer satisfaction with products and services from the Meyer Burger Group must be guaranteed and has top priority. For example, Roth & Rau conducts surveys about projects twice a year for Level A customers and annually for all others. Customers can also get in touch directly by email or phone and submit their feedback during visits by local service or engineering employees. Most complaints are generally received about machine errors which are remedied as quickly as possible on-site by service employees. To improve delivery time for spare parts, the warehouse capacities of local service locations were increased, particularly in China. The quality of training programmes was also significantly improved with newly engaged trainers following customer feedback.

Public recognitionMeyer Burger’s innovativeness also received public recognition in 2012 when

Pasan SA, a member of Meyer Burger Group, was honoured with the prestigious Intersolar AWARD 2012 in the PV Production Technologies category for its “SpotLIGHT 1sec” cell tester. With the award in June 2012, the independent jury at the Intersolar Europe 2012 exhibition recognised the pioneering role and know-how of the world market leader in photovoltaic (PV) module measurement. Pasan SA also won the Solar Industry Award 2012 in the Photovoltaic Tool category at the 27th EU PVSEC in September 2012 in Frankfurt, Germany with its new DragonBack™ measurement method for high efficiency cells.

EmployeesMotivated, competent and satisfied employees are key to the long-term success of

a company. Both the recruitment and the individual development of young talent are therefore particularly important. This applies even in the current difficult economic times, although Meyer Burger recruited significantly fewer people in 2012 than in previous years.

As a consequence of the sharp decline in the market, Meyer Burger had to reduce most temporary jobs and also had to release quite a large number of permanent employees. The Human Resources structures that were built up over the recent years of fast growth also had to deal with the difficult new task of supporting management through the redundancy process and at the same time strengthening the motivation of the remaining employees in the affected teams. The merger of Meyer Burger Ltd and 3S Swiss Solar Systems and the consolidation at the solar technology centre in Thun were additional challenges for the two companies.


Culture/valuesCorporate culture is central to employee well-being. New challenges arose in 2012

from the merger of Meyer Burger Ltd and 3S Swiss Solar Systems. The two corporate cultures and their company values still have to be amalgamated in order to build a common, strong workforce in Thun. At Roth & Rau AG in Hohenstein-Ernstthal, there are also challenges to be mastered in view of the current industry situation, the shortage of skilled labour and competition between employers. We are placing our confidence in active management by those responsible for HR.

An excellent team in a difficult restructuring phaseThe two sites at Thun and Hohenstein-Ernstthal grew very quickly in recent years.

Despite the shortage of skilled employees at the time, an excellent base of young, very well trained workers and managers was built up. A strong focus on training and continuous pro-fessional development was crucial and it still remains a key area. Special change management training was carried out in the reporting year in order to give executives strong support on topics such as relocation, internal consolidation processes and large-scale redundancies and to help strengthen them in their role.

The majority of Meyer Burger employees are between 30 and 50 years old. Many of them find very good career opportunities at Meyer Burger. Nevertheless, short-time work, redundancies and poor market conditions with low production activity have induced talented young employees to seek new challenges outside the Meyer Burger Group. The increased fluctuation rate has also had a perceptible effect on the workforce age structure. In November 2012, Meyer Burger Group publically announced that it was eliminating a further 270 jobs worldwide. This affected 50 jobs in Hohenstein-Ernstthal and about 120 in Thun. The notice periods will not expire in some cases until the end of the first quarter of 2013. Both locations are making every effort to support and motivate the remaining employees and retain their loyalty to the company.

Involving and informing employeesIt is extremely important to involve employees in the current and strategic development

of the company, particularly in difficult times. Meyer Burger is very active in this respect with continuous improvement processes, twice-yearly information to employees including Q&A rounds addressed to the Executive Board, special information events including Q&A rounds for the management, the annual employee appraisal interviews, the intranet at Roth & Rau and the employee newspaper MBtimes. The MBtimes in particular was expanded in the reporting year. For almost two years it has been delivering information to the entire Meyer Burger Group worldwide three times a year in the four main languages German, English, French and Chinese about key events in the Meyer Burger world. The Roth & Rau staff news-paper, Sun Times, was fully integrated into MBtimes at the end of 2011. As of 2012 employees have also regularly received MBtarget, an electronic management newsletter which was


launched as a support measure during the reorganisation phase at Meyer Burger. It is a vehicle for management to report on the current status of the company and progress in the areas of wafers, cell & coating, modules and process intelligence.

Company benefits for employees in Switzerland include the statutory benefits as well as some additional benefits such as 16 weeks of maternity leave (in accordance with the collective employment contract (GAV) for the mechanical engineering industry), global accident coverage with private hospital treatment, offers relating to the carbon neutral mobility concept (see page 39), locker facilities and showers for employees who engage in sports, discounted purchase of REKA Checks (vouchers redeemable for leisure activities and holidays), vouchers for bi-annual subscriptions entitling the holder to half-price travel on the Swiss railways, payment by the company of the infrastructure costs for the very popular staff restaurant in the new building in Thun and free beverages (coffee, mineral water) on site.

Depending on both individual performance and overall business performance, members of the Board of Directors, Executive Board and other selected employees of Group members receive shares under the share participation programme. The company has taken out an insurance policy for its employees’ occupational pensions that exceeds the statutory minimum. To ensure coverage for its obligations, a comprehensive insurance solution has been taken out not only for death and disability risk, but also for longevity and investment risk, with the collective insurance foundation of a life insurance company.

In Germany, company benefits for employees include the statutory benefits as well as additional ones such as a fitness studio integrated into the Roth & Rau building, organised sports groups and participation in public competitions (football and volleyball tournaments, running events). Roth & Rau also offers an in-house company kindergarten where employees’ children can participate in the innovative “House of the Little Researchers” educational initiative. Roth & Rau also offers employees a subsidised and well-frequented staff restaurant.

Meyer Burger provided special services in 2012 to around 50 employees in Thun who had to be released in March 2012. In addition to the negotiated social plan, activities offered included an in-house job market, information events with the regional employment centre on site and a Group outplacement service called “Fit for the job market”. This type of support will be repeated again in 2013.

Employee satisfaction is also discussed during the annual employee appraisal interviews and in the process of agreeing on objectives. The last extensive satisfaction survey was conducted in 2009. The company was too engaged in the many organisational changes taking place in the reporting year to conduct a specific survey.

Flexible market requires adjustmentsIt is difficult to make direct comparisons with the figures published in the sustainability

report of the previous reporting year because of the essential adaptations which were made to meet difficult market conditions, the merger of Meyer Burger Ltd and 3S Swiss Solar Systems and the addition of Roth & Rau AG to the scope of the Annual Report. At the end of 2012, a combined total of 1,028 people were employed at Meyer Burger Ltd and Roth & Rau (2011: 1,155). Of this total, 673 people worked in Thun (2011: 748) and 355 (2011: 407) in Hohenstein-Ernstthal.


Total workforce by type of employment and location:Employees Total Thun Hohenstein-Ernstthal

2012 2011 2012 2011 2012 2011

Permanent employees

947

1068

621

692

326

376

Temporary employees 15 21 4 10 11 11

Apprentices and trainees 66 66 48 46 18 20

Total at year-end 1028 1155 673 748 355 407

The total workforce for the Thun site, excluding temporary employees, can be broken down by type of employment as follows. Details on the workforce breakdown for Hohenstein-Ernstthal are not fully available in the reporting year.

Employees 2012 2011

Production, Infrastructure

226

322

Research, Development 170 201

Administration, Finance/Controlling, HR, IT, CEO 131 67

Sales, Services 142 148

Total at year-end 669 738

Excluding temporary employees, the workforce in Thun can be broken down into 573 full-time equivalents (425 in wafer, 121 in module, 27 in Meyer Burger Technology Ltd) (2011: 650 full-time equivalents) and 96 part-time posts (58 in wafer, 31 in module, 7 in Meyer Burger Technology Ltd) (2011: 88 part-time posts).

The gender breakdown excluding temporary employees for the workforce in Thun in 2012 covers the wafer and module technologies and Meyer Burger Technology Ltd. In the previous reporting year, the gender breakdown only reflected the structure of MB Wafertec which now makes up the wafer technology within Meyer Burger Ltd in Thun. The gender breakdown is as follows: 546 male employees (2011: 625) and 123 female employees (2011: 113). The female employees can be broken down into the following categories: 2 members of the respective Executive Boards (2011: 2), 52 senior executives (2011: 35), 62 employees (2011: 73) and 7 apprentices or trainees (2011: 3). This corresponds to a total share of women of 18.4% (2011: 15.3%). Details on the gender breakdown for Hohenstein-Ernstthal are not fully available in the reporting year.

The age structure at the Thun site (wafer and module and Meyer Burger Technology Ltd) excluding temporary employees once again reflects Meyer Burger’s fairly young workforce. 215 people are below the age of 30, 362 are between 30 and 50 years old and 92 are over 50 years old. Two members of the Executive Board of Meyer Burger Technology Ltd are over 50 years old, and two are between 30 and 50. Six members of the Board of Directors are over 50, and one is between 30 and 50.


The employees occupy a very wide variety of roles and are divided up into several levels of competence and responsibility (LCR) ranging from LCR 1 (Executive Board) to LCR 5 (employees). The definition of the LCRs enables us to achieve certain nuances within largely standardised terms of employment and salary systems and therefore to address the specific situation of individual employees.

The fluctuation rate at the Thun site was 13.8% in the reporting year which can be broken down into 9.53% in the wafer technology and 23.04% in the module technology. The wafer figure is only slightly above the industry average, the high number for modules is explained by the integration and the associated relocation to Thun. The fluctuation rate at Roth & Rau was 4.2%.

→ For further information on the subject of Meyer Burger Group’s employees in the Annual Report 2012 see page 22.

Training and continuous professional developmentAll managers and designated management trainees receive a minimum of 1.5 days’

management training per year. In 2012, this focused mainly on how to deal with human resources changes such as integration processes and how to handle redundancies. The content of this management training comprises integration procedure, conduct towards redundant and remaining employees, how to handle one’s own emotions and building and motivating teams after the event. These courses will be conducted again in 2013. Specialist courses, continuing professional development, coaching etc. are decided individually together with the employees in the annual appraisals held for all staff and in the process of agreeing on individual objectives.

In the years 2011-2012, 8 apprentices successfully completed their training programmes in business administration and as automation mechanics, design engineers and polymechanics. In the years 2012-2013, Meyer Burger is training 42 apprentices in business administration (5), information technology (2), logistics (2), automation mechanics (12), design engineering (10) and polymechanics (11).

Work-life balance, employee healthMeyer Burger sets health and safety as a high priority. In 2012 in Thun, Meyer Burger

initiated employee health programmes such as “Bike-to-Work” and the campaign entitled “an apple a day keeps the doctor away”, in which fresh apples were distributed to all staff.

Work-life balance is encouraged by various programmes such as “Time for Money” and, depending on the employees’ LCR, by the possibility of compensation for overtime, home office capabilities and a sabbatical after several years’ tenure with the company. All employees also receive regular information from KOPAS, the Association of Swiss Building Envelope Companies (Verband Schweizer Gebäudehüllen-Unternehmungen). Illness and accidents are reported and counted from the first hour of absence onwards. In 2012, 25 occupational accidents occurred at the Thun and Hohenstein-Ernstthal sites (2011: 26), re sulting in 625 days of absence (2011: 93). The high number of days’ absence is due to the fact that a small number of employees were absent for a very long period of time.

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Apprentices by profession No. of persons


Apprentices

36 Meyer Burger Annual Report 2012

Close collaboration was keyWith over 40 apprentices in the design engineering, logistic, automation mechanic, business administration, information technology and polymechanic professions, Meyer Burger is one of the leading providers of apprenticeship positions in the region of Thun. In the past year an automation project for a Brickline model provided the practical basis for the close educational cooperation between the automation mechanics, design engineers and polymechanics in the apprenticeship programme.

Complicated applications in electrical engineering, automation, electro-pneumatics, programming and robotics needed to be closely coordinated and fine-tuned with one another. The apprentices put a basic concept on paper and prepared the technical implementation of the project.

It took seven months from the point of conception until the Brickline model was fully operational. The preparation of documentation and training material completed the project. This automation project enabled Meyer Burger to make the apprenticeship programme even more interesting and to further enhance its practical value for the apprentices.


No infringements of statutory health and safety regulations were reported in 2012. However, five incidents in production infringed the voluntary internal rules of conduct (2011: 6). In the event of occupational accidents due to non-compliance with safety regulations, an analysis is undertaken and appropriate actions defined.

Responsible behaviour at every levelThe Code of Conduct is one of the most important pillars of Meyer Burger’s corporate

and business management and is an integral part of the terms of employment which are signed by all new employees. This Code of Conduct defines the business, professional and ethical standards of Meyer Burger Group. The Code was reviewed and confirmed by all Group members in 2012. It will be distributed it to all Group employees through the Human Resources departments. It is also published on the website in three languages. The Board of Directors, the Executive Board and all Meyer Burger employees worldwide, including temporary em ployees and consultants, are expected to conduct themselves in accordance with these guide lines and to complete all their work without exception in compliance with the Meyer Burger Code of Conduct. To underscore the high status of the Code of Conduct, in 2007 the Board of Directors appointed the Group’s Chief Financial Officer, Michel Hirschi, as Code of Conduct Officer.

The Code of Conduct sets the principles and guidelines which support cooperation between the members of Meyer Burger Group. It mandates equality of opportunity for our employees and prohibits bullying or harassment in the workplace. The Code of Conduct encompasses all conduct with contract partners and customers, and it mandates the strictest maintenance of commercial and business confidentiality while obliging the reporting of any kind of misconduct.

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 support at any time. This also applies to possible discrimination of any kind. No cases of discrimination were reported in the period under review.

EnvironmentWhen Meyer Burger Technology Ltd and Meyer Burger Ltd relocated in May and

June 2012 and later in the year merged with Lyss-based 3S Swiss Solar Systems in a single central building in Thun, a solar technology centre focusing on the areas of wafers and modules was created. The construction of a second building dedicated to Research and Development (R&D) has been postponed for the time being and R&D was integrated into the new production site. Following completion of the architectural changes required, this department was also able to move into the production facility in the fourth quarter of 2012.

Meyer Burger now has the opportunity to systematically record key environmental data for the first time. The relevant indicators were defined and the measurements started in mid-2012. The figures for the year under review are therefore based for the Thun site on measurements from June 2012 onwards, and partly on estimates (see also environmental data table). Complete recorded data for a full year will be available for the first time for the year 2013 and, thanks to the opportunity for comparison, Meyer Burger will be able to find out how


well the technologies installed on and in the building are performing in concrete terms.

Solar technology site ThunThe new headquarters is state-of-the-art in terms of solar technology. Photovoltaic

elements are mounted on the building’s facade and an energy shield fitted with photovoltaic elements is installed on the south-west side of the building to provide shade and as well as weather protection. The shield will absorb 86% of the heat and protect production employees from excessive temperatures. The systems which have already been installed will achieve around 110 kWpeak. A large photovoltaic system is also planned for installation on the roof, which Meyer Burger will be able to use not only to generate energy but also for research and development purposes.

The everyday running of the new building is also environmentally friendly. Fewer printers are installed and only eco-efficient paper is used for printing. The building is intelligently managed and controlled as far as possible, leading to optimum energy consumption. A recycling concept ensures that normal and special waste are separated, collected and disposed of in an environmentally friendly way. Employees’ awareness of the issues is raised and they are encouraged to act in an environmentally friendly manner. The principle of encouraging sustainable mobility in both commuter and business travel forms an integral part of Meyer Burger’s corporate culture and policy. As a company operating in the cleantech sector, it is important to motivate employees to pursue healthy and environmentally friendly mobility. In May 2012, the “Carbon-neutral Mobility” concept came into force at Meyer Burger in Switzerland. This concept urges every employee to reduce his or her personal carbon footprint both on the way to and from work and during leisure activities. Meyer Burger compiled a number of offers that contribute to cutting CO2, such as vouchers for the purchase of a subscription for half-price public transport, home office days and the opportunity to purchase electric bicycles and scooters at a discount. In addition, the Thun site only has a limited number of parking spaces available for employees, and those who live close to the company premises walk or come to work by public transport. In collaboration with the municipality of Thun, Meyer Burger has had a bus stop installed in front of its building and paid the costs of the bus shelter. The incentive for employees to travel to work by public transport is therefore more attractive and practical.

.


Meyer Burger environmental indicators 20121

Energy consumption in MWh MWh 7 800

Electricity MWh

5 360

Total heat MWh 2 120

Gas MWh 1 950

Heat pump (groundwater) MWh 170

Total fuels MWh 310

Diesel MWh 260

Petrol MWh 40

LPG/propane MWh 10

CO2 emissions in tCO2e tCO2e 5 700

Scope 1 total tCO2e 480

Heating fuels tCO2e 390

Vehicle fuels tCO2e 80

Scope 2 (electricity) tCO2e 2 380

Scope 3 (air travel) tCO2e 2 830

Water consumption in m3

Drinking water/fresh water m3 16 700

Groundwater2 m3 145 300

Waste water m3

Municipal sewage treatment plant m3 16 700

of which, local processing prior to discharge into municipal sewage system m3 270

Waste

Non-hazardous waste

Residual waste to incineration tonnes 35

Residual waste to unknown recycling tonnes 29

Composting tonnes 13

Wood (burning) tonnes 24

Recycling3 tonnes

Paper tonnes 21

Cardboard tonnes 9

Glass tonnes 2

Metal (in particular aluminium, copper, iron, steel) tonnes 66

Plastic tonnes 3

PET tonnes 2

Hazardous waste/Special waste

Batteries, estimated (recycling) 3 tonnes 0.3

Waste electrical and electronic equipment (recycling) 3 tonnes 2

Oils, fats, chemicals (in particular aqueous solutions) 3, 4 tonnes 260

Hazardous waste (in particular slurry) 5, 6 tonnes 12

Hazardous waste (water-based) 6 m3 50

1 Thun and Hohenstein-Ernstthal (Roth & Rau) sites. The new building in Thun was not occupied until May/June 2012. All environmental data for the Thun site therefore only covers the second half of 2012.

2 The groundwater is pumped for heating and cooling purposes and then returned to the groundwater reservoir.3 Information on recycling and special waste at the Thun site is based on estimates.4 Most of the waste is generated by production processes at the Hohenstein-Ernstthal site.5 Of which recycled: broken silicon wafers: 0.19 t and toner: 0.04 t.6 Information based on data from waste management companies.


SocietyIn and for the region

Now that Meyer Burger has concentrated its Swiss sites mainly in Thun, it is all the more important to the company to be active in and for the region and also to be perceived locally as an active player. Thun is well known in Switzerland as a machine manufacturing centre and Meyer Burger, as a technology company and mechanical engineering company, is an important part of this. CEO meetings of the most significant industrial companies in the city take place twice a year and Meyer Burger actively promotes strengthening the town as an industrial centre and maintaining and expanding its existing know-how.

The Thun Internship Workshop for ETH students, which has been run in the last two years by five local technology companies including Meyer Burger, is unique in Switzerland. Five ETH students complete a five-week internship at the five companies in turn, thereby receiving direct insight and experience in the widest possible variety of processes, technologies and corporate cultures. Feedback from the participants and companies involved has been consistently positive.

On the national level, Meyer Burger and partners from industrial, research and political sectors advocate the importance of photovoltaics as a significant part of the future energy supply. The technological, economic and political conditions have to be established for this goal to be achieved. Dr Patrick Hofer-Noser has filled the post of Renewable Energy Systems Officer at Meyer Burger Group since its creation in April 2012. Reporting directly to the CEO, he supports Meyer Burger Group actively in the further development of a sustainable energy supply and promotes its relationships with political and professional circles. At the same time, Dr Hofer-Noser has been President of Cleantech Switzerland since 2011. In this role, he champions export development funding for Swiss small and medium sized companies in the cleantech sector.

Although there are no specific guidelines about working with local Swiss suppliers, the wafer unit at the Thun site can be proud of its local commitment. In 2012 around 79% of its total purchasing (2011: 80%) went to local suppliers.

Focus on youth, research and development and sustainabilityThe new sponsorship concept developed in 2011 set clear guidelines and focal

points for harmonising the content of sponsorship with corporate strategy and its marketing and communication strategy. The concept focuses on the themes of sustainability, research and development and regional commitment to the promotion of youth sports. A number of exciting projects have already been completed or are in the realisation phase.

The sustainability theme has seen the implementation of aid projects in Africa and India that combat poverty with solar energy. “Startup Africa” has a budget of CHF 140,000 and began by supporting Kwayedzda Lodge, a small guesthouse run by a Zimbabwean couple near Mutare, Zimbabwe. Its solar system, which is also connected to the grid, went into operation in January 2012 and can ensure the round-the-clock supply of electricity to 3 guest rooms, the lobby, dining room and kitchen, the IT infrastructure, the security fence and the project managers’ accommodation. SELCO in India is a non-governmental organisation that


enhances the quality of life of underserved households and livelihoods through sustainable energy solutions and services. Meyer Burger is making a contribution of CHF 40,000 to the granting of microcredits for solar systems, the training of photovoltaic engineers and the setup of an energy service centre.

Reaching out to young people, Meyer Burger’s goal is to take the company closer to the research of tomorrow. In addition to its previously mentioned support for students, Meyer Burger also participates in the interactive experience show tunbasel.ch, which aims to interest more children and young people in scientific and technical professions. On the regional level, Meyer Burger promotes youth sports and supports events in order to spread the reputation of the Thun location beyond the region and to disseminate knowledge about technologies and products in the solar value chain. The travelling exhibition “Strawberries in Winter – a Climatic Fairy Tale” is being shown in a number of Swiss cities between 2012 and 2015 and aims in particular to raise school classes’ awareness of climatic and environmental issues. Meyer Burger is featured in this exhibition with “From Sand to Solar System”, explaining how solar power is created from silicon as the source material. A total of CHF 335,000 was spent on supporting these and other smaller energy-related sponsorship projects in 2012.

The scheduled expansion of the Startup Africa project and other smaller commitments, have had to be deferred because of the Meyer Burger’s current economic position.

→ For further information on sponsorship at Meyer Burger see http://www.meyerburger.com/en/about-us/sponsoring/

Meyer Burger is also involved in the Umwelt Arena Schweiz (Environmental Arena Switzerland) where, together with partners, it will develop and finance the informative exhibition “Solar energy – of course!” on the 3rd floor of the Umwelt Arena in the coming years. Visitors will be introduced to the exciting world of photovoltaics, solar thermal energy and solar construction. The Umwelt Arena building benefits from Meyer Burger technologies and products. Approximately 540,000 kWh of solar energy per year are generated by 5,300 m² of solar modules on the Umwelt Arena with its 360°-facing roof. That is roughly equivalent to the annual energy consumption of 120 private households or 300 electric vehicles.


Board of Directors and Executive Board


Left-hand page The Board of Directors 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

Right-hand page The Executive Board from top left to bottom right: Peter Pauli, Michel Hirschi, Sylvère Leu, Bernhard Gerber


Meyer Burger is fully committed to good Corporate Governance.

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

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

Meyer Burger Group is one of the world’s leading providers of innovative systems and production lines based on semiconductor technologies. The entire Group is operationally managed by the Executive Board. The operational Group structure is organised according to different areas of responsibilities of each member of the Executive Board. These responsibilities apply across the entire Group and on a global basis.

– Chief Executive Officer (CEO) Overall Operational Management, Strategy, Marketing & Sales, Corporate Communications,

Human Resources

– Chief Financial Officer (CFO) Finance, Corporate Controlling, Treasury, Mergers & Acquisitions, Investor Relations, Tax

& Legal, Group IT

– Chief Innovation Officer (CIO) Overall Management of Technology Research and Development along process chain,

Technology Roadmap, Control and Organisation of business processes

– Chief Operating Officer (COO) Global Supply Chain Management, Global Services, selective key projects regarding

processes and integration, certain selective group subsidiaries which are important in terms of sales, service or supply chain management report directly to the COO

1.2 Listed companyThe shares (registered shares) of Meyer Burger Technology Ltd, headquartered in Thun, Switzerland, are listed on SIX Swiss Exchange (Valor number 10850379, ISIN number CH0108503795). The ticker symbol is MBTN. Meyer Burger Technology Ltd held 336,795 treasury shares as of 31 December 2012. Other consolidated group companies held together 130,291 shares of Meyer Burger Technology Ltd as of 31 December 2012. These shares were issued in conjunction with the share participation programme and are reserved for

Corporate Governance


allotment to eligible employees. The total participation held by the entire Group therefore amounts to 0.98% of shares as of 31 December 2012 (based on number of shares as registered in the commercial register). The market capitalisation of the Company reached CHF 325.4 million as of 31 December 2012.

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 HRB 19213. The capital amounts to EUR 16,207,045.00, divided into 16,207,045 bearer shares with a nominal value of EUR 1. As of 31 December 2012, 15,179,999 Roth & Rau shares were listed at the regulated market (listed at the prime standard until 29 March 2012, and at the entry standard since 30 March 2012) of the Frankfurt stock exchange and traded on the stock exchanges of Berlin, Dusseldorf, Hamburg, Hanover, Munich and Stuttgart. The ISIN number is DE000A0JCZ51 (WKN A0JCZ5) and the ticker symbol R8R. The 1,027,046 Roth & Rau shares 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 2012, Meyer Burger Technology Ltd (through its wholly owned subsidiary MBT Systems GmbH) held a participation of 92.54% in Roth & Rau AG and in addition through purchase agreements further 3.94% of the share capital and voting rights. Roth & Rau AG held no treasury shares as of 31 December 2012. The market capitalisation of the remaining free float of 7.46% of Roth & Rau AG amounted to EUR 15.5 million as of 31 December 2012.

1.3 Non-listed companies→ The scope of consolidation as of 31 December 2012 includes non-listed companies, which are listed on page 93 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 share capital registered in the commercial register as of 31 December 2012:

Shareholder Voting rights

Generation Investment Management LLP, UK-London

> 5%

Peter Pauli, CH-Möhlin1 3.25%

Platinum Investment Management Limited, AUS-Sydney > 3%

1 incl. employee shares held. The participation is 3.22%, based on the number of outstanding shares as at 31 December 2012.

Free Float over

96%

Market capitalisation CHF

325.4 M


Disclosure of shareholdings by various shareholders in accordance with Article 20 SESTA during fiscal year 2012:

– William Blair & Company, LLC, USA-Chicago Exceeding the 3% threshold limit as of 30 January 2012, as a result of purchase transactions

(disclosed participation 3.1%). Going below the 3% threshold limit as of 19 April 2012, as a result of sale transactions.

– Morgan Stanley & Co LLC, USA-New York and Morgan Stanley & Co International PLC, UK-London

The two investors act as a group of shareholders. The disclosure notice mentions Morgan Stanley, Trust Center The Corporation Trust Company, 1209 Orange Street, USA-Wilmington (Delaware), as the indirect holder of the shares (Group of companies). Exceeding the 5% threshold limit as of 12 March 2012, as a result of securities lending transactions (disclosed participation 5.07% of purchase positions due to securities lending and comparable transactions, 0.43% of sale positions due to equity swaps). Going below the 3% threshold limit as of 11 April 2012, as a result of securities lending transactions. Exceeding the 5% threshold limit as of 13 April 2012, as a result of securities lending transactions (disclosed participation 5.2% of purchase positions due to securities lending and comparable transactions, 0.13% of sale positions due to equity swaps). Going below the 3% threshold limit as of 8 May 2012, as a result of securities lending transactions.

– Generation Investment Management LLP, UK-London Exceeding the 3% threshold limit as of 24 April 2012, as a result of purchase transactions

(disclosed participation 3.39%). Exceeding the 5% threshold limit as of 4 May 2012, as a result of purchase transactions (disclosed participation 5.18%).

– BlackRock, Inc., USA-New York Shareholder acts together with various group companies of BlackRock as a group of

shareholders and held already a position above the 5% threshold limit at the end of 2011. Disclosure notice that a purchase position of total 5.29% existed as of 10 May 2012 (4.9% in registered shares and 0.39% in contracts for difference). Disclosure notice that a purchase position of total 5.43% existed as of 24 May 2012 (5.01% in registered shares and 0.42% in contracts for difference). Disclosure notice that a purchase position of total 5.46% existed as of 30 May 2012 (4.99% in registered shares and 0.46% in contracts for difference). Going below the 5% threshold limit as of 30 July 2012, as a result of sale transactions. Purchase position of total 4.97% disclosed as of 30 July 2012 (4.29% in registered shares and 0.68% in contracts for difference). Disclosure notice that a purchase position of total 3.6% existed as of 10 September 2012 (2.98% in registered shares and 0.62% in contracts for difference). Going below the 3% threshold limit as of 27 September 2012, as a result of sale transactions.

– Credit Suisse Funds AG, CH-Zurich Going below the 3% threshold limit as of 16 May 2012, as a result of sale transactions.


– Vontobel Fonds Services AG, CH-Zurich Exceeding the 3% threshold limit as of 22 August 2012, as a result of purchase transactions

(disclosed participation 3.0438%). Going below the 3% threshold limit as of 15 October 2012, as a result of sale transactions.

– Platinum Investment Management Limited, AUS-Sydney Exceeding the 3% threshold limit as of 1 November 2012, as a result of purchase

transactions (disclosed participation 3.29%).

→ Details to the individual disclosure notices mentioned above are available on the website of SIX Swiss Exchange http://www.six-swiss-exchange.com/shares/companies/major_shareholders_en.html

The Company is not aware of any shareholders’ agreements.

1.5 Cross-shareholdingsMeyer Burger Technology Ltd did not have any cross-shareholdings with other companies as of 31 December 2012.

2. Capital structure2.1 Capital structure as of 31 December 2012Ordinary share capital CHF 2,407,150.90

(registered in the commercial register: CHF 2,387,725.55)48,143,018 fully paid-in registered shares with a nominal value of CHF 0.05 each (registered in the commercial register: 47,754,511 registered shares)

Conditional share capital CHF 107,633.00 (according to Articles of Association: CHF 127,058.35)2,152,660 registered shares with a nominal value of CHF 0.05 eachfor exercising of option rights granted to employees and members of the Board of Directors of the Company or of group companies(according to Articles of Association: 2,541,167 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 convertible bonds, bonds with option rights or similar financial market instruments of the Company or of group companies(according to Articles of Association: 4,000,000 registered shares)

Authorised share capital CHF 240,000.00(according to Articles of Association: CHF 240,000.00)4,800,000 registered shares with a nominal value of CHF 0.05 eachIssuance possible until 26 April 2014(according to Articles of Association: 4,800,000 registered shares)


2.2 Conditional share capitalIn accordance with Article 3b of the Company’s Articles of Association, dated 26 April 2012, the share capital may be increased by a maximum amount of CHF 127,058.35 by means of the issuance of no more than 2,541,167 fully paid-in registered shares with a nominal value of CHF 0.05 each, by virtue of the exercise of option rights granted to employees and members of the Board of Directors of the Company or of group companies in accordance with a plan to be worked out by the Board of Directors. The preferential rights of the shareholders shall be excluded. The new registered shares shall be subject to the restrictions set forth in Article 4 of the Articles of Association (in reference to limitations for registration in the share register).

In accordance with Article 3c of the Company’s Articles of Association, dated 26 April 2012, the share capital may be increased by a maximum amount of CHF 200,000.00 by means of the 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 with convertible bonds, bonds with option rights or similar financial market instruments of the Company or of group companies.

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

The acquisition of shares through the exercise of conversion and/or option rights and each subsequent transfer of the shares shall be subject to the restrictions set forth in Article 4 of the 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 in priority to convertible bonds, bonds with option rights or similar financial market instruments when they are issued, if:

1) 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 enterprise or 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 offering to the public without preferential subscription rights seems to be the most appropriate form of issue at the time, particularly in terms of the conditions or the time plan of the issue.

If preferential subscription rights are denied by decision of the Board of Directors, the following shall apply:

1) 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

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


2.3 Authorised share capitalIn accordance with Article 3a of the Articles of Association, dated 26 April 2012, the Board of Directors is entitled to increase the share capital of the Company by not more than CHF 240,000.00 until 26 April 2014 by virtue of the issuance of a maximum of 4,800,000 fully paid-in registered shares with a nominal value of CHF 0.05 each.

The Board of Directors is entitled (including in the case of a public offer for shares of the Company) to limit or exclude the preferential subscription rights of the shareholders and to allocate them to third parties, if the new shares are to be used:

1) for the acquisition of enterprises, parts of enterprises, participations or for new investment plans, or in the case of a placement of shares for the financing or refinancing of such transactions;

2) for the purpose of the participation of strategic partners or investors;

3) in order to quickly and flexibly raise equity capital, which would be difficult to achieve with preferential subscription rights.

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

2.4 Changes in capital over the past three reporting yearsin TCHF 31.12.2012 31.12.2011 31.12.2010

Share capital 2 407 2 386 2 279

Capital contribution reserve 235 636 229 685 –

General reserves –855 4 457 175 276

Reserve for treasury shares 7 383 2 090 574

Profit 302 402 145 338 51 930

Total equity 546 973 383 956 230 059

2.4.1 Changes in capital during 2012As of 31 December 2011, the Company had authorised share capital of CHF 170,684.60 (3,413,692 registered shares), issuance possible until 29 April 2012. The General Meeting of Shareholders held on 26 April 2012 approved the proposal by the Board of Directors to continue/increase the authorised share capital respectively in a total amount of maximum CHF 240,000.00 (4,800,000 registered shares), issuance possible until 26 April 2014.

As a result of the exercise of 32,421 employee options between 1 January 2012 and 17 Feb -ruary 2012, the ordinary share capital was increased by CHF 1,621.05. The conditional share capital for exercising of option rights granted to employees and members of the Board of Directors decreased to CHF 127,058.35. The registration of the corresponding change of the Articles of Association was registered – together with other changes of the Articles of


Association, which had been approved by the General Meeting of Shareholders held on 26 April 2012 – in the commercial register on 27 April 2012. Through the exercise of further 388,507 employee options between 18 February and 31 December 2012, the ordinary share capital was increased by CHF 19,425.35 and the conditional share capital for exercising of option rights was reduced correspondingly to CHF 107,633.00. The registration of this change in capital has not been registered in the commercial register yet.

2.4.2 Changes in capital during 2011In conjunction with the execution of share exchange contracts regarding the takeover of Roth & Rau AG, the Company issued a total of 1,086,308 registered shares out of its authorised 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 capital was reduced by the same amount to CHF 170,684.60. The registrations of the corresponding changes of the Articles of Association (from 10 April and 20 April 2011) were recorded in the commercial register on 11 April and 21 April 2011.

As a result of the exercise of 573,907 employee options between 15 January 2010 and 28 February 2011, the ordinary share capital was increased by CHF 28,695.35 (in the time period 1 January 2011 to 28 February 2011, a total of 148,304 employee options were exercised). The conditional share capital for exercising of option rights granted to employees and members of the Board of Directors decreased to CHF 173,817.15. The registration of the corresponding change of the Articles of Association (15 March 2011) was registered in the commercial register on 16 March 2011. Through the exercise of further 902,755 employee options between 1 March and 31 December 2011, the ordinary share capital was again increased by CHF 45,137.75 and the conditional share capital for exercising of option rights was reduced correspondingly to CHF 128,679.40.

In total, the ordinary share capital increased from CHF 2,279,236.15 (outstanding capital as of 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).

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

In the time span between 1 January 2010 and 14 January 2010, 1,550 employee options (after the share split on 14 January 2010: 15,500 options) were exercised and the ordinary share capital therefore increased by CHF 775.00. The capital increase was determined by the Board of 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 CHF 2,230,938.70 (44,618,774 registered shares with a nominal value of CHF 0.05 each). The


conditional capital amounted to CHF 202,512.50 (4,050,250 registered shares with a nominal value of CHF 0.05 each) for exercising of option rights granted to employees and members of the Board of Directors, and to CHF 150,000.00 (3,000,000 registered shares with a nominal value of CHF 0.05 each) for exercising of conversion and/or option rights in conjunction with convertible bonds, bonds with option rights or similar financial market instruments. The authorised capital amounted to CHF 188,500.00 (3,770,000 registered shares with a nominal value of CHF 0.05 each).

→ Further details to the capital structure after the merger are available on page 30 of the Annual Report 2009.

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 shares on 22 April 2010 out of the existing authorised share capital at that time. The ordinary share capital increased by CHF 27,017.30 to CHF 2,257,956.00 (45,159,120 registered shares with a nominal value of CHF 0.05 each). At the same time, the authorised capital decreased by the corresponding 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 of the Board of Directors, the following changes in capital:

1) increase of the conditional share capital for convertible bonds and/or bonds with options or other financial market instruments from previously existing CHF 150,000.00 (3,000,000 registered 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 of fiscal 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 rights granted to employees and members of the Board of Directors decreased by the corresponding amount to CHF 181,232.35 (3,624,647 registered shares). The registration of the corresponding change in the commercial register was done on 21 March 2011.

2.5 SharesThe share capital of Meyer Burger Technology Ltd, as of 31 December 2012, was divided into 48,143,018 registered shares (number of registered shares reflected in the commercial register as of 31 December 2012 was 47,754,511) with a nominal value of CHF 0.05 each. All shares are fully paid-in. Each share is entitled to one vote. All shares are entitled to dividends. The Company recognises 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 along with the name, domicile, address and nationality. The entry in the share register depends on identification by means of transfer of the ownership interest or the creation of a usufruct in the correct form and in accordance with the Articles of Association. The Company will only consider as shareholders those, who are registered in the share register.

1 Share: 1 Vote


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 any restrictions on transferability.

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

– The Board of Directors may enter nominees with up to a maximum of 3% of the registered share 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 in the share register entry that they hold the shares for their own account and with whom the Board of Directors has entered into an agreement to this effect.

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

– Legal entities or partnerships or other associations or joint ownership arrangements which are linked through capital ownership or voting rights, through common management or in like 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 one shareholder or nominee.

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

2.8 Convertible bonds, options, share participation programmeAs of 31 December 2012, Meyer Burger Technology Ltd did not have any convertible bonds outstanding.

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 for the members of the Board of Directors and the members of the Executive Board as well as for other key employees within the Group. Based on this plan, the Board of Directors granted options. The options were granted free of charge and are non-transferable. Each option entitled to subscribe to a registered share (nominal value of CHF 0.05) in accordance with the conditions determined by the Board of Directors. After a defined vesting period, the options could be exercised during the exercise period but only, if a valid employment contract or Board membership existed. Options that have not been exercised will be forfeited after expiry of the exercise period.


Outstanding options as of 31 December 2012Date of grant Number of options Exercise price Ratio Vesting period Exercise period

07.09.2009 1 411 200 CHF 19.50 1 : 1 2 years 07.09.2011–06.09.2013

18.01.2010 2 126 286 CHF 19.04 1 : 1 2 years 01.09.2011 –31.08.2013

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

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

The 537,486 options mentioned in the table correspond to 1.13% of the outstanding ordinary share capital of the Company as of 31 December 2012 (capital registered in the commercial register).

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

Each participant receives an individual offer letter, stipulating the number of shares being offered, the acquisition price per share, the payment conditions, the period within which the participant 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 to be applied in acquiring the shares, 3) pay the full acquisition price for all shares, which the participant wishes to acquire. The shares, which the Board of Directors has allocated, have a vesting period of 2 years and an optional retention period that can be selected by the participant of either zero, three or five years (following the end of the vesting period). During the vesting period and the optional retention period, the participants cannot sell (in part or entirely), transfer, pledge or debit the shares in any form. Shares acquired under this plan forfeit in the event that the employee gives his/her notice or the Company ends the employment relationship prior to expiration of the vesting period (subject to special situations such as retirement, death, permanent incapacity for work due to invalidity, company ends employment relationship for economic reasons, etc.). The same rule applies in the event of the voluntary resignation of a member of the Board of Directors (or de-selection by shareholders at a Meeting of Shareholders) prior to expiration of the vesting period.


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

Number of shares as of 31 December 2012 that was offered under the share participation programme Date of grant Number of shares Acquisition price Vesting period

07.07.2011

126,360

CHF 0.05 01.07.2011–30.06.2013

05.04.2012 332,506 CHF 0.05 01.04.2012–31.03.2014

The 458,866 registered shares mentioned in the table correspond to 0.96% of the outstanding ordinary share capital of the Company as of 31 December 2012 (capital registered in the commercial register).

The total amount of share capital for the option and share participation programme together amounts to 2.09% of the outstanding ordinary share capital of the Company as of 31 December 2012 (capital registered in the commercial register).

3. Board of DirectorsBoard of Directors as of 31 December 2012Name Born Position First elected Elected until AGM

Peter M. Wagner

1953

Chairman

2006

2015

Dr Alexander Vogel 1964 Vice Chairman 1999 2015

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 2015

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-Mainz Degree 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 Unit Product 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 and President/CEO of Wavetek Wandel Goltermann, Inc., USA-Raleigh/NC

2000–2004 Chief Executive Officer of debitel AG, DE-StuttgartSince 2004 Independent business consultant, DE-Überlingen2007–2008 On ad interim basis: Head of Research & Development at Meyer Burger Ltd,

CH-Thun2010–2011 On ad interim basis: Chief Operating Officer at AMB Apparate + Maschinenbau

GmbH, DE-Langweid2011 Member of the Supervisory Board of Roth & Rau AG, DE-Hohenstein-Ernstthal

(August – October 2011)Since 2011 On ad interim basis: Chief Executive Officer of Roth & Rau AG, DE-Hohenstein-

Ernstthal (since October 2011)

Since 1990, many mandates as a member of supervisory boards or in similar positions at various technology companies and organisations, including: Chairman of the Supervisory Board of DATAGROUP IT Services Holding AG, DE-Pliezhausen; Chairman of the Supervisory Board of KEYMILE International GmbH, AT-Vienna; member of the Supervisory Board of 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 and New Media), DE-Berlin (BITKOM) and President of the Verband der Anbieter von Telekommunikations- und Mehrwertdiensten e.V. (Association of Telecommunications and Value-Added Services Providers), DE-Cologne/DE-Berlin (VATM); member of the Advisory Board of the Wissenschaftliche Institut für Kommunikationsforschung (Scientific Institute for Communications Research), DE-Bonn (WIK).

Mandates in 2012: Chief Executive Officer of Roth & Rau AG, DE-Hohenstein-Ernstthal (ad interim) since October 2011. Mr. Wagner will gradually hand over the operating leadership responsibilities to the COO of Roth & Rau during fiscal year 2013. Chairman of the Advisory Board of the Stiftung für konkrete Kunst (Foundation for Concrete Art), DE-Reutlingen. No significant official functions or political offices.

→ Further details to the services as Chief Executive Officer of Roth & Rau AG are available in Note 6.34.4 “Compensation to related parties” on page 151.


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. Gall Dissertation in the area of company and group law Research project of the national fund in the area of group law Licensed 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 Zug Activities 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 in New York

Since 2000 Partner at law firm Meyerlustenberger Lachenal (previously meyerlustenberger) in Zurich and Zug, Head Practise Group commercial and financial market law, various publications and lectures in commercial and financial market law

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

Meyer Burger obtains consultancy services in legal cases from various law firms, including Meyerlustenberger Lachenal, in which Dr Vogel is one of several partners. The Board of Directors decides about the amount of cooperation with Meyerlustenberger Lachenal as part of the approval of the annual budget. Thereafter, the Executive Board decides on awarding individual mandates without further consulting the Board of Directors.

→ Further details are available in Note 6.34.4 “Compensation to related parties” on page 151.

Rudolf Samuel Güdel Non executive member of the Board of Directors, Swiss citizen

Education Studies in machinery construction at the Federal Institute of Technology (ETH) Zurich, CH-Zurich

Master degree on thermal machines (Professor Traupel)1970 Exchange semester in Korea and practical training in a South Korean power

plant1972 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 Burger Technology Ltd (in January 2010). 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 of University of Applied Science, CH-Berne (BUAS). No further Board of


Directors memberships for important Swiss or foreign organisations. No significant official functions or political offices.

The Company procures services from and performs services to Güdel Group. The Board of Directors decides about the amount of cooperation with Güdel Group as part of the approval of the annual budget. Thereafter, the Executive Board decides on awarding individual orders without further consulting the Board of Directors.


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

→ For detailed information on Peter Pauli please refer to the section “Executive Board” on page 70 of this Annual Report.

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

Education Studies in the faculty of Physics and Electronic Devices at today’s University of Technology Chemnitz, DE-Chemnitz

Afterwards three years of research studies in the same institute and receipt of doctor’s degree in 1974

1974–1990 Scientific assistant with various tasks in thin film and surface technology research University lecturer in engineering education at the University of Technology

Chemnitz, DE-Chemnitz 1990 Habilitated Founding 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 2001 Chief Executive Officer of Roth & Rau AGSince 2011 Member of the Board of Directors of Meyer Burger Technology Ltd and

independent 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 industrieller Forschungsvereinigungen “Otto von Guericke” e.V. (German Federation of Industrial Research Federations). Member of the Advisory Board of Deutsche Bank AG since 2010.

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


→ Details regarding the takeover of Roth & Rau AG and related transactions with Dr Dietmar Roth during fiscal year 2011 are available in the Annual Report 2011, Note 6.32.1 on page 145. http://www.meyerburger.com/en/investor-relations/financial-reports/archive/. No significant business relationship with the Company or one of its group companies in fiscal year 2012.

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 within Switzerland) 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 and Head Central/Northern/and Eastern Europe, Member of the Executive Board of Credit Suisse Financial Services and CEO Private Banking Switzerland

2002 Executive Program at Stanford University Since 2003 Independent business consultant specialised on 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 Vontobel Ltd, CH-Zurich from 2004 until 2009 (Member of Audit Committee, Chairman of IT Committee).Member of the Board of Directors of Walter Meier Ltd, CH-Schwerzenbach (Vice Chairman of the Board of Directors and Chairman of Audit Committee). Member of the Board of Directors of Banca Arner SA, CH-Lugano from 2009 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 in Switzerland and member of different foundation boards. President of the foundation Davos Festival 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 AG as part of the approval of the annual budget. Thereafter, the Executive Board decides on awarding individual orders without further consulting the Board of Directors.


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

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

1990–1999 Schuler Pressen GmbH & Co. KG, DE-Göppingen Tasks in restructuring the construction departments Head of project planning for series machines Divisional Head of technical services Preparation of Schuler’s engagement in laser technology


1999–2003 Technical CEO of Schuler Laser Technology, DE-Heusenstamm Development and construction of large-scale welding installations for the ship

building and aviation industries, as well as welding and cutting equipment for applications in the construction of vehicle bodywork and fabric cutting machinery

Lecturer on tensor calculation and continuum mechanics at TU Braunschweig, and on metal forming technology and machinery in 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-Zurich Head of the IWF (Institute for tool machinery and production) as well as the work

groups iwf and irpd of inspire Ltd, a transfer centre for production technology at the ETH Zurich

Member 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 Burger Technology Ltd (in January 2010). Member of the Board of the Swiss Association for Welding Technology. No significant official functions or political offices.

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

Executive activities for the Company or one of its group companiesThe non executive members of the Board of Directors, Dr Alexander Vogel, Rudolf Samuel Güdel, Heinz Roth and Prof Dr Konrad Wegener have never been members of the Executive Board of the Company or one of the group companies.

Peter M. Wagner acted as Head of Research & Development at Meyer Burger Ltd on an ad interim basis from July 2007 until mid-December 2008. He acted as COO of AMB Apparate + Maschinenbau GmbH on an ad interim basis from May 2010 until March 2011. In fiscal year 2011, he also advised Somont GmbH 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 the Executive Board of Roth & Rau AG on an ad interim basis as CEO. Mr. Wagner will gradually hand over the operating leadership responsibilities to the COO of Roth & Rau Group during fiscal year 2013.

Dr Dietmar Roth is one of the founders of Roth & Rau AG and acted as its Business Manager (1990-2001) and Chief Executive Officer from 2001 until early October 2011.

Peter Pauli is Chief Executive Officer of Meyer Burger Group since 2002.


3.1 Elections and terms of officeIn accordance with the Articles of Association of the Company, the Board of Directors consists of one or more members. The members of the Board of Directors are elected individually for a term of office of three years up to and including the next Annual General Meeting. Re-election is possible. The term of office of a member of the Board of Directors will, 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 26 April 2012, Board members Peter M. Wagner, Dr Alexander Vogel and Heinz Roth were re-elected in individual elections and for a term of office of three years.

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

The Board of Directors holds ordinary Board meetings at least four times per year (usually at least one meeting per quarter). Additional meetings are held as often as necessary. In fiscal year 2012, the Board of Directors held ten Board meetings, of which five were held as telephone conferences. Three resolutions were passed by means of circular resolution. The meetings of the Board of Directors with physical attendance of the Board members usually last between half a day and an entire day. The telephone conferences depended on the issues discussed and lasted between one and two hours. The CEO participated at eight meetings and the CFO at ten meetings during fiscal year 2012. In addition, the CIO participated at three meetings and the COO at two meetings.

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

The Board of Directors had three permanent Committees throughout 2012: the Risk & Audit Committee, the Nomination & Compensation Committee and the Mergers & Acquisitions Committee. The Board of Directors also formed an Innovation Committee as a new and permanent Committee (replaces the previous Technology Advisory Board). The duration of the Committees’ meetings depends on the issues discussed.

In addition, the Board of Directors formed a Construction Committee in February 2010, which accompanied the construction planning of the new headquarters of the Company and of Meyer Burger Ltd. This Committee was dissolved in December 2012 as the construction phase of the new headquarters had been completed. The duration of the meetings of the Construction Committee depended on the issues discussed.


3.2.1 Risk & Audit Committee Committee members during fiscal year 2012: Heinz Roth (Chairman), Peter M. Wagner and Dr Alexander Vogel.

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

The Committee meets as often as business requires, but at least three times a year. The Chief Financial 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 the external auditors, representatives of the internal auditors or other specialists may also be invited to these meetings. The decision thereto is with the Chairman of the R&A Committee. The appointment of assignments to third parties requires 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 external auditors. During the length of such a meeting with the auditors, none of the members of the Executive Board shall be present.

In fiscal year 2012, the R&A Committee held seven meetings, of which four were held as telephone conferences. The meetings with physical attendance of the members lasted between 4.5 to 5.25 hours. The telephone conferences depended on the issues discussed and lasted between 0.5 and 1.5 hours. The CFO participated at all seven meetings, the CEO at four meetings. The external auditors participated at two meetings. Ernst & Young as internal auditors participated at two meetings. No other external advisors participated in any of the meetings.

3.2.2 Nomination & Compensation CommitteeCommittee members during fiscal year 2012: Dr Alexander Vogel (Chairman), Rudolf Samuel Güdel, and Peter M. Wagner.

The N&C Committee is in charge of the process for the selection of new members of the Board of Directors and the application process for new members of the Board of Directors and the Executive Board. In addition, the Committee proposes the compensation for the members of the Board of Directors and the Committees of the Board of Directors, as well as for the members of the Executive Board. Finally, the Committee is responsible for the inspection, proposal and monitoring of the implementation of option and share participation plans, 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). The Chairman of the Committee can invite members of the Executive Board, 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 of Directors or of the Chairman of the Board of Directors.


In fiscal year 2012, the N&C Committee held thirteen meetings, of which two were held as telephone conferences. Owing to the merger of legal entities and the need to fill certain management positions in 2012, the N&C Committee interviewed candidates and evaluated application documents for management levels within different subsidiaries (positions below the Company’s Executive Board) during several of its meetings. The N&C meetings with physical attendance of its members lasted between one and four hours. The telephone conferences depended on the issues discussed and lasted between one and two hours. The CEO participated at seven meetings, the CFO at two meetings. The Committee didn’t consult regularly with external advisors.

3.2.3 Mergers & Acquisitions CommitteeCommittee members during fiscal year 2012: Peter M. Wagner (Chairman), Heinz Roth, Dr Alexander Vogel, Rudolf Samuel Güdel (since December 2012).

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 monitoring and, if needed, the support of the Executive Board in terms of preparation, valuation and pricing, and negotiations in conjunction with investments/divestments and important financial transactions. It also decides about proposals by the Executive Board with regards to the initiation, continuation or the stop of important investment/divestment projects (subject to a fundamental decision by the Board of Directors to the implementation of a corresponding investment/divestment). In addition and whenever needed, the M&A Committee will support the Executive Board in the implementation and integration of investment or restructuring projects.

The Committee meets as often as business requires. The Chief Executive Officer and if possible the Chief Financial Officer usually participate at the meetings of the M&A Committee. The Chairman of the Committee can 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 of Directors or of the Chairman of the Board of Directors.

In fiscal year 2012, the M&A Committee held seven meetings, of which two were held as telephone conferences. The meetings with physical attendance of its members lasted between 1.25 and 4 hours. The telephone conferences depended on the issues discussed and lasted between 1 and 1.5 hours. The CEO participated at four meetings, the CFO at six meetings. The Committee has selectively invited external advisors (Corporate Finance) to support them in certain projects.


3.2.4 Construction CommitteeCommittee members during fiscal year 2012: Rudolf Samuel Güdel (Chairman), Heinz Roth and Dr Alexander Vogel.

The Committee was formed in February 2010 and supervised the construction planning of the new headquarters of the Company and of Meyer Burger Ltd in Thun. The Committee accompanied and supported the Project Steering Board of the Executive Board of Meyer Burger Ltd. It supervised the operations of the project management team and controlled the financing of the project.

In fiscal year 2012, the Construction Committee held one meeting that lasted for two hours. No external advisors participated in that meeting. Messrs P. M. Wagner (Chairman of the Board of Directors) and B. Gerber (COO) participated at the meeting. The Committee was dissolved in December 2012, as the construction phase had been completed.

3.2.5 Innovation CommitteeCommittee members since December 2012: Dr Dietmar Roth (Chairman), Prof Dr Konrad Wegener.

The Innovation Committee was formed as a permanent Committee in December 2012 and replaces the previously existing Technology Advisory Board, which had been formed in February 2010.

→ For a description of the previous Technology Advisory Board and its members please refer to page 64 of the Annual Report 2011


The Innovation Committee prepares analyses to ensure Meyer Burger Group’s innovation capacities (in particular market analyses with regards to technologies, recommendations for strategic innovations and for technology related key aspects of the Group). It also prepares analyses regarding the potential development of new business areas (in particular evaluation of synergies with existing products and technologies as well as risks and opportunities of new business areas; through organic development or acquisitions). The Committee makes suggestions to Meyer Burger Group’s Executive Board (in particular for the strategic direction of innovations and for potential new business areas).

The Committee meets as often as business requires (usually at least 4 times per year). The Chairman of the Committee can invite members of the Executive Board, 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 of Directors or of the Chairman of the Board of Directors.

In fiscal year 2012, the Innovation Committee held no meetings yet, as this Committee was only formed by the Board of Directors in December 2012. The previous Technology Advisory Board held 2 meetings in 2012, which lasted one and two days, respectively.


3.2.6 Participation by the members of the Board of Directors at Board of Directors and Committee meetings (and telephone conferences)

MemberBoard of Directors

R&A Committee

N&C Committee

M&A Committee

Construction Committee

P. M. Wagner 10 7 12 7 11

Dr A. Vogel 10 7 13 7 1

R. S. Güdel 9 1 2 13 3 3 1

P. Pauli 8 4 4 7 5 4 6 •

Dr D. Roth 9 • • • •

H. Roth 10 7 1 7 7 1

Prof Dr K. Wegener 10 • • • •

Total number of meetings 10 7 13 7 1

• Person is not a member of the committee

1 P. M. Wagner participated at one meeting of the Construction Committee, but was not a member of the Committee2 R. S. Güdel participated at one meeting of the R&A Committee, but was not a member of the Committee3 R. S. Güdel is a member of the M&A Committee since December 2012, and previously participated at M&A

Committee meetings4 P. Pauli participated at four meetings of the R&A Committee, but was not a member of the Committee5 P. Pauli participated at seven meetings of the N&C Committee, but was not a member of the Committee6 P. Pauli participated at four meetings of the M&A Committee, but was not a member of the Committee7 H. Roth participated at one meeting of the N&E Committee, but was 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 the corporate strategy, Company policy, as well as the organisation (including controlling systems) 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 of the Executive Board.

In general, the Board of Directors has fully delegated the operational management of the group 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 participations,

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

– Contracts/cancellation of contracts regarding strategic alliances that have an influence on the business scope, geographic scope or the capital structure of Meyer Burger Technology Ltd 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 or adjustments to invoices; write-off of receivables: Above CHF 1.5 million, if included 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 Company have 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 development and on the key figures for all group companies, every month as part of a structured information system. 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 and the results of the previous year’s period) and key figures for the group

– Detailed treasury reporting with information to liquidity, debt position, currency situation and working capital

– Information on incoming orders, order backlog, situation of inventory, production data, development of number of employees

The members of the Board of Directors additionally receive the following information prior to Board 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 CEO and the CFO participate during the meetings.

→ Detailed information regarding the participation of members of the Executive Board at the meetings of the Board of Directors and of the Committees are included in the comments to section 3.2 Internal organisation and the descriptions of the different Committees on page 62 ff.


During Board meetings, each member of the Board of Directors can request information from the other members of the Board, as well as from the members of the Executive Board on all affairs of the Company. Outside of Board meetings, each member of the Board of Directors can request information on the course of business or important business transactions from the CEO, the CFO or from other members of the Executive Board. Members of the Board of Directors can also contact other associates (in agreement with members of the Executive Board).

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

→ For further information regarding risk management please refer to the Financial Statements Note 3.3 on page 110.

Internal control systemThe Board of Directors approved an optimized internal control system (“IKS”), which has become effective as of 1 January 2009. The IKS applies a risk oriented approach (focused on major risks and control). The scope of the IKS depends on the size and risks of each subsidiary 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 Scope companies, the key risks are continuously monitored and every three years, all control measures of the major processes that are relevant for the financial reporting will be reviewed with regards to their effectiveness. For the Limited Scope companies, the controls shall be executed 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 responsible person for the process. For an evaluation of the companywide controls in accordance with the scope, the Executive Board of each group subsidiary executes a self-assessment each year during the first half of the year. Measures that result out of the evaluation are implemented until the end of the respective year.

The Board of Directors receives a detailed reporting about the risks of the Company on a half-year basis and a report about the IKS once per year. In fiscal year 2012, the Board of Directors discussed the risk portfolio during two Board meetings. The external auditors also audit as part of their annual audit the compliance of IKS regulations and report their conclusions directly to the Risk & Audit Committee as well as to the Board of Directors.


Internal auditThe Company mandated Ernst & Young, Zurich, as internal auditors (begin of the mandate was 1 July 2011, the Company had used an own internal audit prior to that date). The Ernst & Young mandate was agreed with a term of three years and will be reassessed towards the end of the mandate.

The Risk & Audit Committee monitors regularly the scope of internal audit and approves once per year (usually in the 4th quarter) a plan for internal audit projects, which will be executed by Ernst & Young. The audit plan includes a long-term planning over the next three years and a detailed plan for the next year. The audits mainly concentrate on financial, operational, compliance, management or investment audits. The internal audit can conduct audits, review any document and demand that all information 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 resulting from the audits and gives, if necessary, recommendations to improve systems and processes. The internal audit is obliged to immediately report possible irregularities or fundamental shortcomings to the Risk & Audit Committee and to the Chairman of the Board of Directors. Ernst & Young executed seven internal audits during fiscal year 2012 and issued detailed reports on each of the audits. It also prepared one combined report about all audits that were carried out in 2012. No irregularities or fundamental shortcomings were reported by the internal auditors. The Risk & Audit Committee held two meetings with Ernst & Young in 2012.


4. Executive BoardExecutive Board as of 31 December 2012 Name Born Position Member

since

Peter Pauli 1960 Chief Executive Officer 2002

Michel Hirschi 1967 Chief Financial Officer 2006

Sylvère Leu 1952 Chief Innovation Officer 2010

Bernhard Gerber 1972 Chief Operating Officer 2011

Peter Pauli Chief Executive Officer, Swiss citizen

Education Mechanical engineer Graduate FH engineer in mechanical engineering, specialising in plant engineering Postgraduate studies in industrial engineering specialising in business management Advanced Management Program, INSEAD1985–1990 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 group within 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 the Company (until 14 January 2010) and of Meyer Burger Ltd

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

Since 2012 Member of the Board of Directors of Gurit Holding AGSince 2011 Chief Executive Officer (CEO) and member of the Board of Directors and of the

Executive Board of the Company

Peter Pauli is a member and Delegate of the Board of Directors of Meyer Burger Technology Ltd. He is also a member of the Board of Directors and/or of the Executive Board of different group companies of Meyer Burger Technology Ltd. Furthermore, he is a member of the Board of Directors of Gurit Holding AG since April 2012. No further Board of Directors memberships or consultancy activities for important Swiss or foreign organisations. No significant official functions or political offices.


Michel HirschiChief Financial Officer, Swiss citizenEducation Business School (banking industry) Training in programming and analysis BSC Economics and Business Administration, College of Higher Education

Executive Master of Corporate Finance, College of Higher Education Central Switzerland

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 Access 1999–2002 Head of Controlling at Swisscom Group, CH-Berne, responsible for supervising

the business unit International Business Solutions, project participation and Project Manager, inter alia for a project involving the development of a completely new 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-Basle 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 different group companies of Meyer Burger Technology Ltd. He is also a member of the Supervisory Board of Roth & Rau AG. Aside from the Board mandates as mentioned above, he has no further mandates for Board memberships or consulting activities for important Swiss or foreign organisations. No significant official functions or political offices.

Sylvère Leu Chief Innovation Officer, Swiss citizen

Education Engineer (dipl. El. Ing. ETH) Federal Institute of Technology (ETH) Zurich, CH-Zurich

BSC 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-Schaan University lecturer at University St. Gall (HSG)


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

(memobox)1989–1997 Member of the Executive Board at Fabrimex AG, CH-Schwerzenbach Turnaround, Manager of four Business Units: Photovoltaic, Power supply, EMC

and Real time image processing. Construction of the first grid-tied PV system in Switzerland

Co-owner at EMC test centre (MBO from Contraves), from 1995–20051997–2001 Foundation and Managing Director Fabrisolar Ltd, CH-Küsnacht. MBO from

Fabrimex Ltd. 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 plants Development of engineering and sales departments in 7 countries2006–2008 Managing Director Conergy SolarModule GmbH, DE-Frankfurt/Oder Development of the first fully integrated production line with wafer, cell and

module manufacturing2008–2010 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 further mandates for Board memberships or consulting activities for important Swiss or foreign organisations. No significant official functions or political offices.

Bernhard GerberChief Operating Officer, Swiss citizen

Education Mechanical engineer Postgraduate studies in industrial engineering Executive Master of Business Administration1996–1998 Manager of CNC Zerspanungsanlage Responsible for procurement and tools, project leader of plant expansion at

Bystronic Laser AG, CH-Niederönz1999 Plant expansion strategy for Bystronic Inc., USA-New York2000 Head of process engineering and logistics, Bystronic Laser AG, CH-Niederönz 2001–2002 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), CN-Tianjin2006–2007 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 foreign organisations. No significant official functions or political offices.

4.1 Changes in the Executive Board during fiscal year 2012Dr Patrick Hofer-Noser was appointed as Head of Renewable Energy Systems within the Meyer Burger Group as of 1 April 2012. He stepped down from the Executive Board as of that date.

→ Information to the CV of Dr Patrick Hofer-Noser is available on pages 69 and 72 of the Annual Report 2011.


4.2 Management contractsThere are no management contracts between Meyer Burger Technology Ltd or any of the Group companies and third parties.

5. Compensation, shareholdings and loans5.1 Contents and method in fiscal year 2012 Members of the Board of Directors – Compensation for Board responsibilitiesThe members of the Board of Directors receive compensation in the form of a Board 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 dutiful judgement. The total compensation is based on the exposure and responsibilities of each individual member (Board of Directors: Chairman, Vice Chairman, Member; Committees: Chairman, Member). The compensation is usually paid in cash and in form of shares with a vesting period of two years and an optional retention period of zero, three or five years, following the vesting period (in form of options until and including fiscal year 2009). The compensation to the members of the Board of Directors is not bound to specific targets of the Company.

For fiscal year 2012, the Board of Directors had set the cash compensation for its members (as Board members and Committee members, respectively) at the beginning of 2012 as follows: Chairman of the Board of Directors CHF 150 000

Vice Chairman of the Board of Directors CHF 58 000

Member of the Board of Directors CHF 55 000

Chairman of Committee CHF 23 000

Member of Committee CHF 15 000

During the second half-year 2012, the Board of Directors decided – upon the proposal by the Nomination & Compensation Committee and in view of the liquidity situation of the Company – to compensate its members for the second half-year period (half of the cash honorariums) in


shares of the Company, instead of in cash. These shares were granted at CHF 7.20 on 14 December 2012 (reflecting the closing price of the shares on SIX Swiss Exchange on that date). These shares are not bound to the forfeiting conditions (vesting) or to any retention period.

The shares with vesting and retention periods granted as part of the share participation programme, which represent the second portion of the compensation to the members of the Board of Directors, were granted in April 2012. The vesting period for these shares started in April 2012.

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

The amounts of the cash honorariums that were set at the beginning of 2012 remained unchanged compared to the previous year. Marginal differences in the total compensation of the members of the Board of Directors exist compared to the previous year as a result of differences in valuation of the granted shares (granted out of share participation programme) and due to changes in the Committees and functions within the Committees.

Members of the Board of Directors – Compensation for executive and consulting functionsTwo members of the Board of Directors (Peter M. Wagner and Peter Pauli) were in executive functions within the Meyer Burger Group during fiscal year 2012. The compensation for their work depends on the individual executive activities.

Peter M. Wagner received for his ad interim activities as CEO of Roth & Rau AG for a working pensum of 80% a fix salary of TEUR 176 gross and a variable performance-related component (cash bonus) of TEUR 53 (2011: fix salary of TEUR 43 and cash bonus of TEUR 42 for time period 4 October to 31 December 2011). The percentage of the variable performance-related component (bonus in cash) in relation to the base salary was 30% (2011: 98%). The compensation (fix salary and conditions for the variable component) are agreed upon in the employment contract between Roth & Rau AG and Peter M. Wagner. The Board of Directors of Roth & Rau AG decides once per year – in agreement with the Nomination & Compensation Committee – the relevant targets that shall be used for the variable compensation component for P. M. Wagner. The criteria that determine the amount of bonus are financial targets of Roth & Rau Group and of the legal entity Roth & Rau AG, and individual “non-financial” targets. Net sales and EBITDA compared to budget were used during fiscal year 2012 for the assessment of the financial targets. The weightings in fiscal year 2012 were 30% on financial targets of Roth & Rau Group, 20% on financial targets of Roth & Rau AG, 50% non-financial targets.

In 2011, Mr Wagner also acted temporarily as COO of subsidiary AMB Apparate + Maschinenbau GmbH and had consulting activities for Meyer Burger Technology Ltd and Somont GmbH. For these services, he received a mandate fee of TCHF 139 in cash during 2011. During fiscal year 2012, there were no additional consulting or operating activities except for the responsibilities at Roth & Rau AG as mentioned above.


The change in the total compensation for executive work compared to the previous year is explained by the different length of time and the different executive responsibilities that Peter M. Wagner held.

→ Further information in Note 6.34 on page 149 Compensation to members of the Board of Directors in the financial statements of this Annual Report.

→ For the compensation of Peter Pauli as Chief Executive Officer and Delegate of the Board of Directors please refer to the information below as well as to Note 6.34.3 on page 150 in the financial statements.

Members of the Executive BoardThe compensation for the members of the Executive Board is verified and proposed to the Board of Directors by the Nomination & Compensation Committee together with the Chief Executive Officer (except for the CEO’s own compensation). 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 of the Board of Directors and acts as its Delegate since 21 April 2011), the CEO is not included in the discussion. The other members of the Executive Board usually do not participate during the time of the Board meeting, when the Board of Directors discusses their compensation.

The compensation for the members of the Executive Board includes the following:– Base salary– Variable, performance-related component (cash bonus)– Share based compensation– Compensation in kind and social benefits

– Base salaryThe members of the Executive Board receive an annual base salary that reflects the position and responsibilities of each member. The base salary is fixed at the beginning of the year and will not be changed during the reporting period.

– Variable, performance-related componentA target bonus is defined for each member of the Executive Board. This target bonus forms the basis for the calculation of the effective cash bonus. The bonus is usually paid in cash. The criteria that determine the amount of bonus for each member of the Executive Board are financial targets of the Group and individual “non-financial” targets. The bonus can reach a maximum of 150% of the individually set target bonus for each of the members of the Executive Board.


For the assessment of the bonus portion that is tied to financial targets, the degree of targets achieved with regards to Net sales and EBITDA was relevant during fiscal year 2012. Two indicators were used:– Absolutely reached Net sales / EBITDA compared to the budgeted amounts with a

weighting of 50% (“Budget comparison”)– Change in Net sales / EBITDA compared to the previous year, measured in a Peer-Group

comparison with a weighting of 50% (“Peer-Group comparison”)

For the assessment of the Budget comparison, Net sales and EBITDA were weighted with 50% each. No bonus will be applicable, if the achieved rate is below 60% of the budgeted amounts.

For the assessment of the Peer-Group comparison (applied for the first time in fiscal year 2012), Meyer Burger Group uses the bonus index of independent financial research company Obermatt AG (www.obermatt.com). Obermatt calculates the relative performance of Meyer Burger Group in relation to the changes of Net sales and EBITDA (delta in case of EBITDA scaled with the annual net sales of the previous year) and compares this with the Peer-Group companies. The performance of Meyer Burger Group is measured as a ranking within the Peer-Group (i.e. percentage of Peer-Group companies that were outperformed by Meyer Burger). Such rank can be between 0% and 100% (at 0% no Peer-Group company was outperformed, at 100% Meyer Burger outperformed all of the Peer-Group companies). The resulting bonus proportion is calculated in a straight-line depending on the rank reached and can be between 0% and 150%. At 20% (or below) of outperformed peers, the bonus proportion is 0%, at 60% of outperformed peers it is 100% and at 80% (or above) of outperformed peers it is 150%.

The following companies were used in the Peer-Group1:Applied Materials (Segment Energy & Environmental Solutions), Centrotherm Photovoltaics AG, GT Solar International, Komax Holding (Segment Solar), Manz Automation (Segment Solar), NPC Incorporated, PVA Tepla (Segment Solar Systems), Singulus Technologies (Segment Solar), Spire (Segment Solar), Renesola Limited, San Chih Semiconductor Company Limited, SMA Solar Technology (Segment High & Medium Power Solutions), Solaria Energia Y Medio, Solarworld (Segment Production Germany), Wacker Chemie (Segment Polysilicon), Wafer Works Corp.

1 If the segment or division of a company is mentioned in the table, Obermatt AG considered this segment as relevant for the Peer-Group comparison.

The degree of targets reached with regards to “non-financial” targets (e.g. targets for specific projects, targets for product market launches or development of certain markets, etc.) is verified and proposed to the Board of Directors by the Nomination & Compensation Committee together with the CEO.


In fiscal year 2012, the proportion between financial and non-financial targets was determined for each member of the Executive Board as follows:– CEO 80% financial and 20% non-financial targets (2011: 70% financial and 30% non-

financial targets)– CFO 70% financial and 30% non-financial targets (unchanged compared to fiscal year

2011)– CIO 50% financial and 50% non-financial targets (unchanged compared to fiscal year

2011)– COO 50% financial and 50% non-financial targets (target weightings in fiscal year 2011 for

the COO, who is a member of the Executive Board of the Company since April 2011, were still in accordance with his previous assignment as CEO of Meyer Burger Ltd. These target weightings were 30% financial targets of the Company, 40% financial targets of Meyer Burger Ltd and 30% individual non-financial targets)

– CTO (only relevant for the first quarter of 2012, as he stepped down from the Executive Board as of 1 April 2012) 50% financial and 50% non-financial targets (unchanged compared to fiscal year 2011)

For fiscal year 2012, the allotment of the performance-related component (bonus in cash) as a percentage of the base salary was 44% for the CEO (2011: 85%) and between 38% to 55% for the other members of the Executive Board (2011: between 45% to 79%).

– Share based compensationThe Board of Directors can issue shares to the members of the Executive Board as well as to other members of the management team, depending on management level and individual function, for the purpose of retaining key contributors and to reward their achievements. The amount of shares allocated during fiscal year 2012 has been decided by the Nomination & Compensation Committee, based on a special decision by the Board of Directors, and was finally approved by the Board of Directors.

– Compensation in kind and social benefitsCompensation in kind includes the payment for private use of a company car. The members of the Executive Board are like all employees (with domicile in Switzerland) insured under a pension fund scheme in Switzerland. The compensation for social benefits contains the governmental social security payments (AHV, ALV and FAK) and the amounts paid by the Company to the pension fund.

The amounts of the base salaries, the performance-related components (amount of target bonus and relevant targets) as well as a potential allocation of shares is verified by the Nomination & Compensation Committee together with the CEO using dutiful judgment, and is finally approved by the entire Board of Directors. Neither external consultants nor particular surveys were used. Obermatt AG – as external research company – calculates the above mentioned Peer-Group comparison that forms part of the financial target achievements.

The changes in the total amount of compensation for the members of the Executive Board (please refer to page 150 in the financial statements of this Annual Report) are mainly due to differences in the achievements of targets by each individual, differences in the allocation and valuation of shares out of the share participation programme, a change in the regulations for


travel and entertainment expenses (less possibilities to bill for such expenses, but slightly higher fixed allowance) and the changes in the Executive Board.

5.2 Benefits, contractual terms on leaving the CompanyNeither the members of the Board of Directors nor the members of the Executive Board have any contracts with specific severance payments or contracts with particularly long termination terms (contracts with the members of the Executive Board have termination terms of six and twelve months, respectively).

Shares allocated out of the share participation programme usually forfeit

a) 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 ending the employment relationship as a result of retirement, death or permanent incapacity for work due to invalidity on the part of the eligible employee and where the employee gives his/her notice with valid reasons for which the employer must bear responsibility (along the lines with Article 340c of the Swiss Code of Obligations).

b) in the event that the employer gives notice to terminate the working relationship prior to expiration of the vesting period. Exceptions to this rule are the giving of notice where the employee has not provided valid reasons (along the lines with Article 340c of the Swiss Code of Obligations), in particular the giving of notice for financial or 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 the Board of Directors in question) by a Meeting of Shareholders prior to expiration of the vesting period (2 years), to the extent the resignation is not at the request of the Company and there are no valid reasons for this attributable to the member of the Board of Directors.

In the event that shares forfeit, the eligible participant receives reimbursement in the amount of the acquisition price paid, without interest.

If the employment relationship or membership of the Board of Directors ends after the vesting period, the retention period (zero, three or five years) that the employee or Board member had chosen will remain in place.

→ For information on the share participation programme (in place since fiscal year 2010) please refer to page 55.

Remaining outstanding options (from the option plan that was in place until the end of fiscal year 2009) can only be exercised during the remaining exercise period and only if the employment or membership of the Board of Directors still exists.

→ For information on the options plan (until end of fiscal year 2009) please refer to page 54.

Members of the Board of Directors, members of the Executive Board and employees are all treated equally with regards to the conditions of the share participation programme or the options plan, in the event that they leave the Company.


5.3 Compensation, shareholdings and loansDetails to the compensation, shareholdings and loans to acting and former members of the Board of Directors and of the Executive Board are reported in detail within the financial statements of this Annual Report on pages 149 to 154.

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 is registered in the share register as a shareholder 30 days prior to the General Meeting of Shareholders and who has not sold his shares until the end of the General Meeting of Shareholders.

A shareholder may be represented at the General Meeting of Shareholders by a person with written power of attorney, who does not need to be a shareholder. All shares held directly or indirectly by a shareholder can only be represented by one person. For voting rights of nominees please refer to section “Limitations on transferability and nominee registrations” on page 54 of this Annual Report. A cancellation, liberalisation or intensification of the limitations on nominee registration stipulated in the Articles of Association must be approved by at least two thirds of the votes represented and the absolute majority of the nominal value of shares represented at the Meeting of Shareholders.

6.2 Statutory quorumsThe General Meeting of Shareholders drafts its resolutions and performs its votes on the basis of the absolute majority of the voting rights represented. At least two thirds of the votes represented 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 Swiss Code 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 the publication of an invitation in the Swiss Official Gazette of Commerce at least 20 days prior to 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 of Shareholders. The invitation must include the motions and the proposals by the Board of Directors and of those shareholders, who have requested either the convocation of a Meeting or the inclusion of a certain motion on the agenda.

6.4 AgendaShareholders representing shares that account for at least 10% of the voting rights may request the inclusion of an item on the agenda of the General Meeting of Shareholders. Such requests must be submitted to the Board of Directors at least 45 days prior to the General Meeting 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 permitted for discussion, if the General Meeting of Shareholders concludes to do so. It will not be possible, however, to take a decision on such a request until the next General Meeting of Shareholders.


This rule does not apply for requests of an Extraordinary General Meeting or for 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 Meeting of 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 Act SESTA) or opting-up (Article 32 paragraph 1 SESTA).

7.2 Clauses on changes of controlIn case that a third party would acquire more than 331⁄3% of voting rights of Meyer Burger Technology Ltd, the vesting periods and/or retention periods for employee shares and/or options set by the Board of Directors shall be accelerated so that any unvested share or option shall be immediately vested in full. The vesting would take place on the first day of the grace period in case of a successful public tender offer. There are no further clauses regarding a change of control that would favour the members of the Board of Directors, members of the Executive Board or other members of management or associates.

8. Auditors8.1 Duration of the mandate and term of office of the lead auditorThe auditors for the Company have been PricewaterhouseCoopers AG since fiscal year 2003 (Bahnhofplatz 10, CH-3001 Berne since fiscal year 2012; Bälliz 64, CH-3600 Thun for fiscal years 2003-2011). The change of the responsible PwC subsidiary from Thun to Berne during fiscal year 2012 was due to formal reasons. There was no change of the responsible auditors. The lead auditor, Hanspeter Gerber, has been responsible for the audit mandate since September 2006. The auditors have to be elected each year by the General Meeting of Shareholders.

The Board of Directors will propose re-election of PricewaterhouseCoopers AG for fiscal year 2013 at the General Meeting of Shareholders, to be held on 25 April 2013. Rolf Johner is planned to be the lead auditor as of fiscal year 2013 (rotation interval for the lead auditor every seven years).

8.2 Auditing feesThe auditing fees of PricewaterhouseCoopers, for services related to the audit of the annual financial statements of Meyer Burger Technology Ltd and its subsidiaries, the consolidated statements of Meyer Burger Group, the review of the Half-Year Report, and the respective financial statements of Roth & Rau AG (still separately listed), amount to a total of approximately TCHF 1,202 for fiscal year 2012.


8.3 Additional feesAdditional fees of Pricewaterhouse Coopers for further services during fiscal year 2012:Tax consulting TCHF 19

Other TCHF 23

Total TCHF 42

8.4 Supervisory and control instruments vis-à-vis the auditorsThe Risk & Audit Committee examines once per year the auditing concept, the auditing plan and 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 audit reports compiled by the external auditors are then discussed in detail with the entire Board of Directors and the Executive Board.

In fiscal year 2012, the external auditors performed two detailed audit reports (one each for the half year and the fiscal year reporting). Representatives of the external auditors participated in two meetings of the Risk & Audit Committee. Representatives of the internal audit of Meyer Burger Technology Ltd (Ernst & Young, Zurich) participated at one of these meetings, and at one other meeting of the Risk & Audit Committee.

The Board of Directors verifies once per year the selection of potential auditors, in order to propose the preferred audit firm for election to the shareholders at the General Meeting of Shareholders. The Risk & Audit Committee evaluates the effectiveness of the auditors in accordance with the Swiss law. In this evaluation, the Risk & Audit Committee attaches great importance to the following criteria: Independence of the external auditors (personal independence of the lead auditor and independence of the audit firm in general), understanding of the Company’s business areas, sufficient resources set aside by the auditors, practical recommendations for the implementation of regulations in accordance with Swiss law and IFRS, global network of the auditors, understanding of the specific business risks of the Company, focus of the audit within the audit program, cooperation with the Risk & Audit Committee, 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 to the 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 the annual financial statements and the additional non-audit services performed by the auditors. The Committee will examine potential consequences regarding the independence of the auditors. The Executive Board is permitted to assign non-audit mandates to the auditors up to an amount of TCHF 50. Any non-audit mandates exceeding this amount must be approved by the Risk & Audit Committee prior to the assignment. The auditing fee for the annual audit mandate is finally approved by the entire Board of Directors.


During 2012 as well as in the previous year, the Company has especially assigned tax consultancy services to two internationally active consultancy and audit groups. For fiscal year 2012, the Board of Directors concluded that the independence of the auditors was fully ensured at all times.

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

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

Official notices are published in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt). Publications in conjunction with the listing of the registered shares at SIX Swiss Exchange are made in accordance with the listing rules of SIX Swiss Exchange. The rules can 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 is published according to the ad-hoc publicity rules. The modalities for distribution of ad-hoc press releases (the so called push and pull systems) have been implemented in accordance with the ad-hoc publicity rules of SIX Swiss Exchange.

The press releases can be viewed under http://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 available under http://www.meyerburger.com/en/investor-relations/news-service/

Information to transactions with shares of the Company by members of the Board of Directors and 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 under http://www.meyerburger.com/en/investor-relations/articles-of-incorporation/

→ For details regarding the investor relations contacts, as well as an agenda of important dates for fiscal year 2013 please refer to page 171 of this Annual Report.


Table of Contents

Financial Report 84 Consolidated balance sheet 85 Consolidated income statement 86 Other comprehensive income 87 Consolidated cash flow statement 88 Consolidated statement of changes in equity 90 Notes to the consolidated financial statements 156 Report of the auditor 158 Balance sheet Meyer Burger Technology Ltd 159 Income statement 160 Notes to the financial statements 167 Proposal by the Board of Directors for the allocation of retained earnings 168 Report of the auditor

Other information 170 Five-year summary 171 Information for investors and the media 172 Address details


Consolidated Financial StatementsConsolidated balance sheet

in TCHF Notes 31.12.2012 31.12.2011

Assets

6.x

Current assetsCash and cash equivalents 1 134 504 260 180

Trade receivables 2 36 637 79 208

Net assets from construction contracts 3 841 12 660

Other receivables 2 36 489 71 099

Receiviables for current income taxes 18 7 659 2 999

Financial assets 4/5/6/7 82 3 787

Inventories 8 173 733 212 005

Non-current assets held for sales 9 683 −

Total current assets 390 628 35.5% 641 938 46.6%

Long-term assetsOther receivables 2 672 3 297

Financial assets 4/5/6/7 153 183

Investments in associated companies 10 181 177

Investment properties 11 596 628

Property, plant and equipment 12 163 165 132 824

Intangible assets 13 468 958 540 195

Deferred tax assets 18 76 445 58 110

Total long-term assets 710 170 64.5% 735 414 53.4%

Total assets 1 100 797 100.0% 1 377 352 100.0%

Liabilities and equity

LiabilitiesCurrent liabilitiesFinancial liabilities 14 839 1 608

Trade payables 31 404 65 555

Net liabilities from construction contracts 3 8 883 1 435

Customer prepayments 61 963 229 367

Other liabilities 16 44 506 71 021

Provisions 15 73 272 93 818

Current income tax liabilities 21 147 24 095

Total current liabilities 242 015 22.0% 486 898 35.3%

Non-current liabilitiesFinancial liabilities 14 132 975 8 257

Provisions 15 21 790 23 991

Defined benefit obligation 17 4 758 3 825

Deferred tax liabilities 18 68 977 89 777

Other liabilities 16 2 225 2 070

Total non-current liabilities 230 725 20.9% 127 920 9.3%

Total liabilities 472 740 42.9% 614 817 44.6%

EquityShare capital 19 2 407 2 386

Capital reserves 512 156 509 052

Treasury shares −7 384 –2 090

Reserve for share-based payments 20 10 642 11 215

Retained earnings 124 184 236 809

Other reserves −26 652 –19 652

Total equity excl. non-controlling interests 615 352 55.9% 737 719 53.4%

Non-controlling interests 12 705 24 816

Total equity incl. non-controlling interests 628 057 57.1% 762 534 55.4%

Total liabilities and equity 1 100 797 100.0% 1 377 352 100.0%

The Notes starting on page 90 are an integral part of the consolidated financial statements.


Consolidated income statement

in TCHF Notes 1.1.–31.12.2012 1.1.–31.12.2011

Net sales

6.x

21 645 242 100.0% 1 315 039 100.0%

Other income 22 20 370 20 254

Income 665 612 1 335 293

Costs of products and services thirds –158 228 –721 290

Changes in inventories of finished products and work in process –241 319 –28 055

Capitalised services 19 267 22 078

Operating income after costs of products and services 285 331 44.2% 608 026 46.2%

Personnel expenses 23 –214 662 –194 739

Other operating expenses 24 –103 839 –134 920

Earnings before interests, taxes, depreciation and amortisation (EBITDA) –33 170 –5.1% 278 367 21.2%

Depreciation and amortisation 12/13 –102 204 –161 681

Earnings before interest and taxes (EBIT) –135 375 –21.0% 116 686 8.9%

Financial income 25 979 4 087

Financial expenses 25 –10 204 –25 467

Result from investments in associated companies 10 6 –25 298

Earnings before taxes (EBT) –144 594 –22.4% 70 009 5.3%

Income taxes 26 28 691 –34 184

Net result –115 904 –18.0% 35 825 2.7%

Attributable to

Shareholders of Meyer Burger Technology Ltd –111 106 40 823

Non-controlling interests –4 798 –4 998

Earnings per share in CHF

Basic earnings per share 28 –2.33 0.87

Diluted earnings per share 28 –2.33 0.86



Other comprehensive income

in TCHF 1.1.–31.12.2012 1.1.–31.12.2011

Net result

–115 904 35 825

Other comprehensive income

Currency translation differences –9 297 7 836

Total other comprehensive income –9 297 7 836

Total comprehensive income –125 201 43 661

Attributable to

Shareholders of Meyer Burger Technology Ltd –118 106 44 126

Non-controlling interests –7 095 –465



Consolidated cash flow statement

in TCHF Notes 1.1.–31.12.2012 1.1.–31.12.2011

Net result

6.x

−115 904

35 825

Earnings from investments in associated companies 10 −6 25 298

Depreciation, amortisation and impairments 12/13 102 204 161 681

Gain / loss from sale of property, plant, equipment and intangible assets 22/24 −51 −2 706

Decrease (+) / increase (−) in deferred tax assets 18 −19 379 −5 238

Decrease (+) / increase (−) in other (long-term) assets 4 431 1 468

Increase (+) / decrease (−) in deferred tax liabilities 18 −20 142 −2 813

Increase (+) / decrease (−) in (long-term) financial liabilities 14 −32 5

Increase (+) / decrease (−) in (long-term) provisions 15 −2 200 19 717

Increase (+) / decrease (−) in other (long-term) liabilities 1 091 −770

Cash flow from operating activities before changes in networking capital −49 986 232 467

Decrease (+) / increase (−) in trade receivables 2 42 092 −11 393

Decrease (+) / increase (−) in net assets from construction contracts 3 11 689 15 226

Decrease (+) / increase (−) in inventories 8 37 217 3 010

Decrease (+) / increase (−) in other receivables 2 29 737 −7 985

Decrease (+) / increase (−) in (short-term) assets 9 2 343 7 651

Increase (+) / decrease (−) in (short-term) in provisions 15 −20 243 35 048

Increase (+) / decrease (−) in (short-term) financial liabilities 14 −670 76

Increase (+) / decrease (−) in (short-term) trade payables −33 910 −46 324

Increase (+) / decrease (−) in customer prepayments −166 670 −34 863

Increase (+) / decrease (−) in other (short-term) liabilities −21 591 12 312

Other non-cash related changes 1 978 13 534

Cash flow from operating activities (operative cash flow) −168 013 218 758

Sale of Financial Assets (Available-for-sale and Loans) 4 7 21

Investments in property, plant and equipment 12 −59 399 −62 671

Sale of property, plant and equipment 12 1 935 6 180

Investments in intangible assets 13 −10 403 −2 372

Purchase of shares of Roth & Rau AG until 9.8.2011 − −261 253

Sale of fully consolidated companies net of cash −137 −

Cash flow from investing activities −67 997 −320 096

Capital increases (incl. premium) 2 415 8 285

Purchase of treasury shares −11 193 −161 Purchase of shares of Roth & Rau AG −11 176 −26 664

Sale of treasury shares 6 798 −

Repayment of (current) financial liabilities 14 −241 −1 229

Issuance of (non-current) financial liabilities 14 129 091 15

Repayment of (non-current) financial liabilities 14 −4 112 −18 266

Cash flow from financing activities 111 583 −38 020

Change in cash and cash equivalents –124 428 –139 358

Cash and cash equivalents at beginning of period 1 260 180 393 543

Currency translation differences on cash and cash equivalents −1 248 5 995

Cash and cash equivalents at end of period 1 134 504 260 180

Additional information cash flow statementInterest paid −1 115 −3 805

Interest received 1 574 4 115

Income tax paid −17 492 −32 220

Tax reimbursement received 1 515 10

Cash flows from income taxes and interest are now shown as additional information on the cash flow statement. The 2011 cash flow statement has been adjusted accordingly in line with the new structure. The Notes starting on page 90 are an integral part of the consolidated financial statements.


in TCHF

Notes

Attributable to shareholders of Meyer Burger Technology Ltd


Share capital Capital reserves Treasury shares

Reserve for share-based

payments Retained earningsCurrency translation

differences

Total equity excl. non-controlling

interestsNon-controlling

interests

Total equity incl. non-controlling

interests

Equity per 1.1.2011

6.x 2 279

448 521

–574

19 665

195 986

–22 955

642 923

4

642 927

Net result – – – – 40 823 – 40 823 –4 998 35 825

Other comprehensive income – – – – – 3 302 3 302 4 534 7 836

Comprehensive income – – – – 40 823 3 302 44 126 –465 43 661

Capital increases 19 53 10 095 – – – – 10 148 – 10 148

Capital increase as of 10.4.2011 and exchange of shares 19 42 34 364 – – – – 34 406 – 34 406


Purchase of Roth & Rau shares after change in control – –8 155 – – – – –8 155 –18 504 –26 659

Purchase of treasury shares – – –1 604 – – – –1 604 – –1 604

Sale of treasury shares – – 87 – – – 87 – 87

Share-based payments 20 – – – 5 399 – – 5 399 – 5 399

Non-controlling interests as per acquisition – – – – – – – 43 780 43 780

Reclassification – 13 850 – –13 850 – – – – –

Total of other changes in equity 107 60 531 –1 517 –8 451 – – 50 670 25 276 75 946

Equity as of 31.12.2011 2 386 509 052 –2 090 11 215 236 809 –19 652 737 719 24 816 762 534

Net result – – − − −111 106 − −111 106 −4 798 −115 904

Other comprehensive income – – − − − −7 000 −7 000 −2 297 −9 297

Comprehensive income − − − − −111 106 −7 000 −118 106 −7 095 −125 201


Purchase of Roth & Rau shares after change in control – −1 766 − − −1 519 − −3 285 −5 016 −8 301

Purchase of treasury shares – – −12 688 − − − −12 688 − −12 688

Sale of treasury shares – −3 776 7 394 − − − 3 618 − 3 618

Share-based payments 20 – – − 5 680 − − 5 680 − 5 680

Reclassification – 6 252 − 6 252 − − − − −

Total of other changes in equity 21 3 104 −5 294 −573 −1 519 − −4 260 −5 016 −9 276

Equity as of 31.12.2012 2 407 512 156 −7 384 10 642 124 184 −26 652 615 352 12 705 628 057


Consolidated statement of changes in equity


in TCHF

Notes



Share capital Capital reserves Treasury shares

Reserve for share-based

payments Retained earningsCurrency translation

differences

Total equity excl. non-controlling

interestsNon-controlling

interests

Total equity incl. non-controlling

interests

Equity per 1.1.2011

6.x 2 279

448 521

–574

19 665

195 986

–22 955

642 923

4

642 927

Net result – – – – 40 823 – 40 823 –4 998 35 825

Other comprehensive income – – – – – 3 302 3 302 4 534 7 836

Comprehensive income – – – – 40 823 3 302 44 126 –465 43 661




Purchase of Roth & Rau shares after change in control – –8 155 – – – – –8 155 –18 504 –26 659

Purchase of treasury shares – – –1 604 – – – –1 604 – –1 604

Sale of treasury shares – – 87 – – – 87 – 87

Share-based payments 20 – – – 5 399 – – 5 399 – 5 399

Non-controlling interests as per acquisition – – – – – – – 43 780 43 780

Reclassification – 13 850 – –13 850 – – – – –

Total of other changes in equity 107 60 531 –1 517 –8 451 – – 50 670 25 276 75 946

Equity as of 31.12.2011 2 386 509 052 –2 090 11 215 236 809 –19 652 737 719 24 816 762 534

Net result – – − − −111 106 − −111 106 −4 798 −115 904

Other comprehensive income – – − − − −7 000 −7 000 −2 297 −9 297

Comprehensive income − − − − −111 106 −7 000 −118 106 −7 095 −125 201


Purchase of Roth & Rau shares after change in control – −1 766 − − −1 519 − −3 285 −5 016 −8 301

Purchase of treasury shares – – −12 688 − − − −12 688 − −12 688

Sale of treasury shares – −3 776 7 394 − − − 3 618 − 3 618

Share-based payments 20 – – − 5 680 − − 5 680 − 5 680

Reclassification – 6 252 − 6 252 − − − − −

Total of other changes in equity 21 3 104 −5 294 −573 −1 519 − −4 260 −5 016 −9 276

Equity as of 31.12.2012 2 407 512 156 −7 384 10 642 124 184 −26 652 615 352 12 705 628 057



1 General informationMeyer Burger Technology Ltd is a public limited company constituted in accordance with Swiss law. The address of the company’s registered office is: Schorenstrasse 39, 3645 Gwatt (Thun), Switzerland. Meyer Burger Technology Ltd registered shares (ticker: MBTN) are listed on the SIX Swiss Exchange in Zurich. The fiscal year of Meyer Burger Technology Ltd runs from 1 January to 31 December. These consolidated financial statements were approved for publication by the Board of Directors on 5 March 2013. They will be submitted for approval at the Annual General Meeting to be held on 25 April 2013.

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

Meyer Burger Group is a leading, globally active technology group specialising in innovative systems and processes based on semiconductor technologies. Its main focus lies in photovoltaics (solar industry). At the same time, the company deploys its expertise and technologies in areas within the semiconductor and optoelectronics industries, as well as in other selected high-end markets for semiconductor materials. With precision products and innovative technologies, the company has established itself over the last ten years as a leading player in the photovoltaics market and as an international premium brand. The range of systems, production facilities and services along the value chain in photovoltaics encompasses wafers, solar cells, solar modules and solar systems. By focusing on the entire value chain, the Group creates clear added value for customers and enjoys a real competitive edge. The Group’s comprehensive product portfolio is complemented by a worldwide service network with replacement parts and expendables, consumables, re-grooving services, process know-how, maintenance and customer service, training and other services. As a globally active company, Meyer Burger is represented in key markets in Europe, Asia and North America and is also working intensively to develop new markets such as India, South America, Africa and the Arab region.

2 Significant accounting and valuation policiesThe significant accounting and valuation policies employed in the preparation of these consolidated financial statements are described below. The described policies have been applied consistently to all of the reporting periods presented unless specifically stated to the contrary.

Notes to the consolidated financial statements


2.1 Basis of accounting policiesThe consolidated financial statements of Meyer Burger Group have been prepared in accordance with International Financial Reporting Standards (IFRS). All applicable standards of the IASB (International Accounting Standards Board) and all valid interpretations of the IFRS Interpretations Committee that had entered into force by the reporting date have been taken into account.

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

The preparation of the consolidated financial statements in conformity with IFRS requires that management make judgements, estimates and assumptions that could affect the reported amounts of assets and liabilities, income and expenses, as well as the disclosure of contingent liabilities and contingent claims during the reporting period. While these estimates are based on 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 German original 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 2012 and which do not apply to Meyer Burger Group:

– IAS 12 “Income Taxes” was amended to the effect that the measurement of deferred tax relating to investment properties measured at fair value will depend on the tax impact of their sale. This amendment has no impact on Meyer Burger’s consolidated accounts as the investment property held is measured at cost less cumulative depreciation and less any impairment.

– The amended IFRS 7 “Financial Instruments: Disclosures” requires new, additional disclosures about the transfer of financial assets and all associated financial obligations for companies transferring financial assets to third parties (e.g. factoring, securitisation, etc.). The amendment is not relevant to Meyer Burger Group as it does not transfer financial assets to third parties.


2.2.2 New and amended standards and interpretations that have not yet entered into force for fiscal years beginning on or after 1 January 2012 and that have not been applied earlier than required:

Standard/Interpretation Impact level

Effective Date

Plannned implementation by Meyer Burger Group

IAS 19rev. – Employee BenefitsRelates particulary to the recognition of actuarial gains and losses in other comprehensive income (elimination of the corridor method) and the determination of annual cost due to an “Net Interest Calculation”

1

1 January 2013 Fiscal Year 2013

IAS 1 – Presentation of other comprehensive income * 1 July 2012 Fiscal Year 2013

IAS 32 – Financial Instruments – Presentation Netting of financial assets and financial libilities

*1 January 2014 Fiscal Year 2014

IFRS 7 – Financial Instruments –DisclosuresNetting of financial assets and financial libilities


IFRS 9 – Financial InstrumentsClassification and Valuation of financial assets. IFRS 9 will replace IAS 39 “Financial Instruments: Recognition and Measurement”

*


IFRS 10 – Consolidated financial statements * 1 January 2013 Fiscal Year 2013

IFRS 11 – Joint arrangements * 1 January 2013 Fiscal Year 2013

IFRS 12 – Disclosure of interests in other entities * 1 January 2013 Fiscal Year 2013

IFRS 13 – Fair value measurementHarmonisation of all existing fair value principles in one consistent standard

*


IAS 27rev. – Separate financial statements * 1 January 2013 Fiscal Year 2013

IAS 28rev. – Investments in associates and joint ventures


IFRIC 20 – Stripping cost in the production phase of a surface mine

* 1 January 2013 Fiscal Year 2013

1 For the year end 2012, Meyer Burger shows approx. CHF 15 Mio. “not recognised acturial losses”. Due to the changes in IAS 19, they will be recognised in other comprehensive income on 1 January 2013. For pension expenses, Meyer Burger expects no significant impact due to the change of IAS 19.

*Meyer Burger expects no or no significant impact on the consolidated financial statements.

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

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


2.4 Scope of consolidationConsolidated companies (active)

Participation 1

Company

Registered office

Currency

Nominal Value

31.12.2012

31.12.2011

AIS Automation GmbH Dresden, Germany EUR 51 000 92.54% 89.17%

AMB Apparate + Maschinenbau GmbH Langweid, Germany EUR 30 000 100% 100%

Diamond Material Technology, Inc. Colorado Springs, USA USD 100 100% 100%

Hennecke Systems GmbH Zuelpich, Germany EUR 25 000 100% 100%

MB Services Co. Ltd Taipei, Taiwan TWD 5 000 000 100% 100%

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

MB Systems Co. Ltd Seoul, Korea KRW 50 000 000 100% 100%

MB Systems PVT, Ltd Pune, India INR 1 000 000 99% 85%

MBT Systems GmbH Langenfeld, Germany EUR 25 000 100% 100%

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

Meyer Burger Ltd Thun, Switzerland CHF 500 000 100% 100%

Meyer Burger GmbH Langenfeld, Germany EUR 25 000 100% 100%

Meyer Burger Kabushiki Kaisha Tokyo, Japan JPY 10 000 000 100% 100%

Meyer Burger Trading (Shanghai) Co. Ltd Shanghai, China CNY 1 655 400 100% 100%

Meyer Burger Services GmbH Hohenossig, Germany EUR 25 000 100% 100%

Meyer Burger Systems (Shanghai) Co. Ltd Shanghai, China CNY 6 816 060 100% 100%

Meyer Burger Technology Ltd Thun, Switzerland CHF 2 407 151 100% 100%

MicroSystems GmbH 2 Hohenstein-Ernstthal, Germany

EUR 500 000 92.54% 89.17%

Muegge GmbH 3 Reichelsheim, Germany EUR 400 000 92.54% 89.17%

Pasan SA Neuchâtel, Switzerland CHF 102 000 100% 100%

Roth & Rau – Ortner GmbH Dresden, Germany EUR 305 000 92.54% 89.17%

Roth & Rau – Ortner Malaysia Sdn. Bhd. Cyberjaya, Malaysia MYR 100 000 100% 89.17%

Roth & Rau – Ortner USA Salt Lake City, USA USD 50 000 92.54% 89.17%

Roth & Rau AG Hohenstein-Ernstthal, Germany

EUR 16 207 045 92.54% 89.17%

Roth & Rau Solar B.V. 4 Eindhoven, Netherlands EUR 18 200 92.54% 89.17%

Roth & Rau Research AG 5 Neuchâtel, Switzerland CHF 100 000 92.54% 89.17%

Roth & Rau USA Inc. San José, USA USD 100 92.54% 89.17%

Solar Holding Inc. (Delaware) Delaware, USA USD 100 92.54% 89.17%

Somont GmbH Umkirch, Germany EUR 25 000 100% 100%

1 The share of equity corresponds to the share of voting rights.2 Roth & Rau MicroSystems GmbH has been renamed to MicroSystems GmbH in the course of 2012.3 Roth & Rau Muegge GmbH has been renamend to Muegge GmbH in the course of 2012.4 OTB Solar B.V. has been renamed to Roth & Rau B.V. in the course of 2012.5 Roth & Rau Switzerland AG has been renamed to Roth & Rau Research AG in the course of 2012.


Merged and liquidated companies in 2012

Participation 1

Company Registered office Currency Nominal Value

31.12.2012 31.12.2011

3S Swiss Solar Systems AG 2 Lyss, Switzerland CHF 3 000 000 0% 100%

Meyer Burger Automation GmbH 3 Langenfeld, Germany EUR 25 000 0% 100%

NedX Solar (Shanghai) Trading Co. Ltd 4 Shanghai, China CNY 127 033 0% 89.17%

R3T Rapid Reactive Radicals Tech. GmbH 5 Munich, Germany EUR 35 790 0% 89.17%

Roth & Rau Dünnschicht Solar GmbH 6 Hohenstein-Ernstthal, Germany EUR 25 000 0% 89.17%

1 The share of equity corresponds to the share of voting rights.2 3S Swiss Solar Systems AG has been merged with Meyer Burger Ltd in the course of 2012.3 Meyer Burger Automation GmbH has been merged with Hennecke Systems GmbH in the course of 2012.4 Operations of NedX Solar Trading Ltd have been transferred to Meyer Burger Trading (Shanghai) Co. Ltd,

subsequently the company has been liquidated in the course of 2012. 5 R3T Rapid Reactive Radicals Tech. GmbH has been merged with Mügge GmbH in the course of 2012.6 Roth & Rau Dünnschicht Solar GmbH has been merged with Roth & Rau AG in the course of 2012.

Sold companies2 in 2012

Participation 1


31.12.2012 31.12.2011

Precision Tooling & Solar Tech. Co. Ltd Shenzhen, China CNY 47 272 680 0% 89.17%

Romaric Automation Desing, Inc. Salt Lake City, USA USD 8 570 0% 89.17%

Roth & Rau CTF Solar GmbH Hohenstein-Ernstthal, Gemrany

EUR 27 450 0% 89.17%

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

1 The share of equity corresponds to the share of voting rights.2 The above companies were sold to third parties during fiscal year 2012, as part of the integration process of the Roth & Rau companies and the focusing on core competencies. As a result of the sale of these companies, assets in the amount of CHF 6.4 million and liabilities of CHF 10.7 million were booked out, incl. released translation differences. Due to the excess indebtedness of these companies, there were no proceeds from the sale of the companies. A net book profit of CHF 4.3 million was recorded from the sale of these companies and is reflected in the income statement in other income and in other operating expenses.

Discontinued companies2 in 2012

Participation 1


31.12.2012 31.12.2011

MB Services AS Porsgrunn, Norway NOK 100 000 100% 100%

Meyer Burger S.L. Barcelona, Spain EUR 3 010 100% 100%

Roth & Rau Australia Pty. Ltd Sydney, Australia AUD 100 000 92.54% 89.17%

Roth & Rau India Pvt. Ltd. Mumbay, India INR 926 200 92.54% 89.17%

Roth & Rau Korea Co. Ltd. Seoul, Korea KRW 50 000 000 92.54% 89.17%

Roth & Rau Shanghai Trading Ltd Shanghai, China EUR 500 000 92.54% 89.17%

Roth & Rau Singapore Pte. Ltd Singapore, Singapore EUR 5 315 92.54% 89.17%

Tecnifinico Italy S.r.l. i.L. 3 Monza, Italy EUR 100 000 92.54% 89.17%

1 The share of equity corresponds to the share of voting rights.2 As a consequence of the consolidation of the sales and service companies of Roth & Rau with Meyer Burger

companies and to further simplify the group structure, these companies will be liquidated in the course of the next few months.

3 Die Roth & Rau S.r.I. has been renamed to Tecnifinico Italy S.r.I. i.L. in the course of 2012.

Investment in associated companies

Participation 1


31.12.2012 31.12.2011

Cober Muegge LLC Norwalk, USA USD 244 006 46.27% 44.59%

1 The share of equity corresponds to the share of voting rights.


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 (functional currency).

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

Foreign currency translation differences arising from the conversion of financial statements of foreign Group companies and associated companies are taken to other comprehensive income. Any currency translation difference existing in equity at the time of the sale of a foreign Group 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 2012 2011 2012 2011

Euro (EUR)

1

1.2077 1.2176

1.2053 1.2333

US Dollar (USD) 1 0.9139 0.9386 0.9378 0.8868

Chinese Yuan Renminbi (CNY) 100 14.5040 14.8294 14.8590 13.7173

Japanese Yen (JPY) 100 1.0640 1.2213 1.1765 1.1126

Australian Dollar (AUD) 1 0.9481 0.9585 0.9711 0.9150

Hongkong Dollar (HKD) 1 11.7910 12.0881 12.0900 11.3921

Indian Rupee (INR) 100 1.6710 1.7445 1.7510 1.8892

Korean Won (KRW) 100 0.0857 0.0810 0.0835 0.0800

Malaysian Ringgit (MYR) 100 30.5590 29.6017 30.3725 28.9892

Norwegian Kroner (NOK) 100 16.371 15.734 16.1175 15.8145

Singapore Dollar (SGD) 1 0.7470 0.7242 0.7506 0.7050

Taiwan Dollar (TWD) 100 3.1490 3.1246 3.1710 3.0173


2.5.2 Foreign currency translation of transactionsFor the initial recognition of a transaction in a foreign currency, the amount in the foreign currency must be translated into the functional currency at the exchange rate at the time of the transaction. Average values (e.g. monthly rates) are allowed if they represent a reasonable approximation 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 re-valuation date

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

2.6 Cash and cash equivalents Cash and cash equivalents include all cash, postal and bank account balances, cheques and bills 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 receivablesIn most cases, Meyer Burger produces machines for its customers after the customers have made a prepayment. At the time of delivery to the customers, these prepayments account for around 70%–80% of the contract value. When the project is completed, with final acceptance by the customer at its premises, the prepayments are offset and only the final payment due is included in the balance sheet as a trade receivable. Consequently, the trade receivables in the balance sheet only include the residual receivable not covered by the prepayment that has already been made. Prepayments are not generally made for services, with the result that the receivables relating to services cover the full contract value.

Trade receivables are initially measured at fair value. Subsequent measurement is at amortised cost less allowances. Individual allowances are used in all cases based on the specific debtor risks in addition to other known risks. An allowance can also be made on a portfolio basis where this is deemed appropriate on the basis of historical experience. In such 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 are shown 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 are prepayments 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 amortised cost less allowances.

2.9 Financial assetsThe financial assets reported in the balance sheet include fixed-interest loans, carried at their nominal value, and positive replacement values of derivative financial instruments measured at fair value through profit and loss. Meyer Burger does not hold any other financial assets, which is why there is no detailed description of the measurement principles applied.

2.10 Derivative financial instrumentsDerivative financial instruments are initially recognised at fair value when the contract is entered into, and are subsequently carried at fair value at each balance sheet date. The profit or loss resulting from the measurement is immediately recognised in the income statement. Meyer Burger does not use hedge accounting for derivative financial instruments. Derivative financial instruments with positive replacement values are reported under financial assets, while derivative financial instruments with negative replacement values are reported under financial liabilities.

2.11 InventoriesDepending on the stage of completion of the individual products and their purpose, inventories are broken down into raw materials, purchased parts and goods for resale, goods in consignment, semi-finished goods and work in progress, finished goods and machines before acceptance. Machines before acceptance are recognised from the delivery of the machine to the time of final acceptance by the customer.

Raw materials, purchased parts, goods for resale and goods in consignment are measured at weighted average cost or net realisable value, if lower. Semi-finished goods, work in progress, finished goods and machines before acceptance are measured at cost of production or net realisable value, if lower. Net realisable value is the estimated selling price less 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 and unsellable inventories.

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


2.12 Construction contractsConstruction contracts are contracts for the construction of customer-specific assets or groups 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 is equal to the ratio of costs incurred on the order up to the reporting date to the total costs estimated at that date. The accrued costs and the realised net income calculated on the basis of the percentage of completion are recognised in the income statement.

If the earnings relating to a construction contract can be reliably estimated, the proportion of profit is realised. If the earnings cannot yet be reliably estimated, sales are recognised in the amount of the costs already incurred.

In the balance sheet, the accrued costs plus the proportion of profit (if this can be reliably estimated) minus customer prepayments are shown as net assets or net liabilities from construction contracts.

2.13 Non-current assets held for saleA non-current asset held for sale or disposal group is reclassified as “non-current assets held for sale” if the asset can be sold immediately in its current condition, the sale is made under conditions that are usual and customary for such a sale, and the conclusion of the sale is highly probable.

A non-current asset or disposal group held for sale is measured at no more than its original cost price or lower fair value less costs to sell. As soon as assets are classified as “held for sale”, depreciation of such assets must cease.

The liability of a non-current asset held for sale or a disposal group is recognised separately from other liabilities in the balance sheet. Those assets and liabilities are not offset against each other.


2.14 Investments in associated companiesAn investment in an associated company 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 associated company if the investor is able to exercise significant influence.

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

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

Investment properties are measured by Meyer Burger at purchase price or construction cost less any accumulated depreciation and impairment losses. Investment properties are depreciated on a straight-line basis over the expected useful life of 25 years.

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

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

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

Useful life in years

Land

No depreciation

Properties used for operational purposes 10–30

Facilities 5–20

Machinery 3–10

IT 3

Vehicles 4–8

As soon as 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.


2.17 Intangible assetsIntangible assets relate in particular to goodwill, development costs, acquired software, patents, licenses and intangible assets from acquisitions. Intangible assets from acquisitions include technologies, customer relationships, brands and order backlog.

Goodwill is valued at the cost of acquisition less any impairment losses. Goodwill is allocated to cash-generating units and is not amortised, but tested annually for impairment (see Note 2.32).

Intangible assets from acquisitions (for example, technology, customer relationships) are measured at fair value at the time of acquisition and then amortised using the straight-line method over the scheduled useful life of the asset.

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

Development costs and all other intangible assets are reported at their purchase price or construction costs less cumulative amortisation and cumulative impairment charges.

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 intangible assets 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 therefore cannot be amortised according to a schedule, an annual test for impairment is conducted. There are no immaterial assets with indefinite useful life apart from goodwill.

2.18 Income taxesIncome taxes comprise current and deferred income taxes.

Current income taxes are the expected taxes payable on the taxable income for the year of the Group companies in question including any adjustment to taxes payable in respect of previous 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 carrying amounts for financial reporting purposes under IFRS. However, if deferred income taxes arise from initial recognition of an asset or liability in a transaction other than a business combination 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 measured at tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related 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 taxable profit will be available against which the temporary difference or a loss carry-forward can be utilised.

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

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

The bond issue was initially recognised at fair value including transaction costs. Subsequent measurement is at amortised cost using the effective interest rate method.

Other financial liabilities are as a general rule carried at their fair value including transaction costs. Subsequent measurement is at amortised cost using the effective interest rate method, which normally corresponds to the nominal value.

Also shown within financial liabilities are the negative replacement values of derivative financial instruments.

Finance leases are described in Note 2.29.

2.20 Trade payablesTrade payables are recognised when a legal obligation to pay cash arises due to prior performance.

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


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

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

Customer prepayments directly attributable to a machine (or order) or a long-term construction contract are recognised as deductions in inventories or in long-term construction contracts. The prepayments are only offset against inventories up to the maximum amount of the value of the goods carried in the balance sheet or the long-term construction contract.

Customer prepayments directly attributable to a machine or order are recognized as deductions in inventories, but only up to the carrying amount of the item. Any prepayments in excess of the carrying amount of the item is recognized as a liability.

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

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

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

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

The amount of warranty provisions is determined from past historical data and the currently known warranty risks. Provisions are made for onerous contracts if the unavoidable costs of meeting the contractual obligations exceed the expected economic benefits.

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


2.24 EquityEquity includes share capital, capital reserves, treasury shares, the reserve for share-based payments, 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 shares. Gains and losses realised on the sale of treasury shares are also recognised directly in capital reserves. Additionally, reserves created for share-based payments are transferred to capital reserves when the vesting period expires. The purchase of non-controlling interests after taking control of another company is treated as a transaction within equity. Any difference between the purchase price and the acquired non-controlling interest is also recognised in capital reserves.

Treasury shares comprises shares in Meyer Burger Technology Ltd held by Meyer Burger Technology Ltd itself or indirectly through a Group company. Treasury shares are recognised at cost and are not remeasured at the end of a reporting period. Any gains or losses realised on the sale of treasury shares are transferred to capital reserves.

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

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

Other reserves include currency translation differences from translating financial statements of foreign subsidiaries.

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


2.25 Revenue recognition Revenue corresponds to the fair value of the consideration received or receivable from the sale of 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 goods and services.

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

Net revenue from the sale of machinery is recognised after deduction of revenue reductions at the time of the sale to the customer, at the point when the risks and rewards of ownership of the product are transferred to the buyer. At Meyer Burger net revenue from the sale of machines is generally not posted and realised until a final acceptance test has been signed by the customer at the destination. Net revenue from long-term construction contracts is measured using the percentage-of-completion (PoC) method (see Note 2.12).

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

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

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


2.27 Business combinationsCapital consolidation is carried out using the acquisition method. For the first-time consolidation the acquired identifiable assets and the assumed liabilities of an acquired company are measured at fair value. The goodwill is calculated at the time of control being assumed as the difference between the acquisition costs (measured at fair value) and the net amount of the acquired assets. Goodwill amounts in foreign currencies are translated on the respective balance sheet dates using the exchange rate on the balance sheet date. Goodwill is not amortised, but tested annually for impairment.

In the event of a business combination achieved in stages, the share of equity previously held by the Group in the acquiree must be revaluated at the fair value at the time of acquisition (i.e. at the time control is attained) and the resulting gain or loss recognised in the income statement as applicable.

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

2.28 Segment informationOperating segments are disclosed on the same basis as that used for internal reporting to the management responsible for decision making. The Executive Board, as the executive decision-making body, reviews the allocation of resources and performance assessment.

2.29 LeasesA fundamental distinction is made between finance leases and operating leases. Meyer Burger Group does not have any financial leases. It only has operating leases. Operating leases are treated in the same way as normal rents, i.e. the resultant payments are recognised as an expense over the lease term on a straight-line basis.

2.30 Government grantsA government grant is not recognised until there is reasonable assurance that the conditions 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 carrying amount of the asset. Grants relating to income are deducted from the related expenses.

2.31 Borrowing costsBorrowing costs comprise interest and other costs incurred in connection with the borrowing of funds.

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


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

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

Goodwill must be tested annually for impairment.

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

Impairment on goodwill may not be reversed.

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

Defined benefit plans typically prescribe an amount of pension benefits which an employee will receive upon retirement and which, as a rule, is dependent on one or more factors such as age, years of service and salary. In contrast, with a defined contribution plan, a fixed amount is 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 payments should 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 present value of the defined benefit obligation at the balance sheet date reduced by the fair value of plan assets and adjusted for cumulative unrecognised actuarial gains and losses and unrecognised past service cost. The defined benefit obligation (DBO) is calculated annually by an independent actuary using the projected unit credit method.

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

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

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

2.34 Earnings per shareEarnings per share is calculated by dividing the Group’s profit or loss attributable to registered shareholders of Meyer Burger Technology Ltd by the weighted average number of registered shares outstanding during the period in question. For the purposes of diluted earnings per share, potential diluting effects, e.g. from the exercise of options or conversion rights, are taken into account when counting the number of outstanding shares, and the relevant earnings per share adjusted accordingly.

Treasury shares are not regarded as outstanding shares and are not included in the calculation. Earnings per share, if there are discontinued operations, are reported both for continuing operations and for comprehensive income.


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

Financial assets

in TCHFReceivables

and loans

Fair value through

profit and loss

Derivative for hedge

accountingAvailable-

for-sale Total

31.12.2012

Cash and cash equivalents 134 504 – – – 134 504

Trade receivables 36 637 – – – 36 637

Other receivables 37 161 – – – 37 161

Financial assets 153 82 – – 236

Total 208 455 82 – – 208 537

31.12.2011

Cash and cash equivalents 260 180 – – – 260 180

Trade receivables 79 208 – – – 79 208

Other receivables 74 727 – – – 74 727

Financial assets 510 3 460 – – 3 970

Total 414 625 3 460 – – 418 085

Financial liabilities

in TCHF

Fair value through

profit and loss

Derivative for hedge

accounting

Other financial liabilities Total

31.12.2012

Financial liabilities 14 – 133 799 133 814

Trade payables – – 31 404 31 404

Other liabilities – – 46 731 46 731

Total 14 – 211 935 211 949

31.12.2011

Financial liabilities 247 – 9 618 9 865

Trade payables – – 65 555 65 555

Other liabilities – – 73 090 73 090

Total 247 – 148 263 148 510


3.2 Fair value assessmentFinancial instruments measured at fair value must be disclosed in a three-level valuation hierarchy. 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

31.12.2012

Financial assets

Derivative financial instruments – 82 – 82

Total financial assets – 82 – 82


Derivative financial instruments – –14 – –14

Total financial liabilities – –14 – –14

31.12.2011

Financial assets

Derivative financial instruments – 3 460 – 3 460

Total financial assets – 3 460 – 3 460


Derivative financial instruments – –247 – –247

Total financial liabilities – –247 – –247

The financial assets of TCHF 82 shown under Level II as of 31 December 2012 (31 December 2011: TCHF 3,460) correspond to the positive replacement values of forward foreign currency contracts entered into.

The financial liabilities of TCHF 14 shown under Level II as of 31 December 2012 correspond to the negative replacement value of a forward interest rate contract entered into. The financial liabilities of TCHF 247 shown under Level II as of 31 December 2011 corresponded to the negative replacement values of forward foreign currency contracts entered into.


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

3.3.1 Market risksForeign currency risksMeyer Burger Group is exposed in particular to exchange rate fluctuations through operating expenses and loans denominated in a currency other than the local currency (functional currency) of the Group companies concerned. The extent of the risk posed by revenue denominated in a foreign currency is lower. At a consolidated level, the Group is also exposed to exchange rate fluctuations between the Swiss Franc and the respective local currencies of the Group companies. The major foreign currencies relevant to Meyer Burger Group are the 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 risks relating to the carrying amount of the net investment in a foreign entity or to the conversion of results 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 the currency is not the same as the functional currency of the Group company holding the financial instrument:

Foreign currency balance (monetary and different from other functional currency)

in TCHF

31.12.2012

CHF EUR USD JPY CNY NOK SGD other Total

Currency balance after hedging

5 256

23 636

–1 635

132

844

50

–141

182

28 325

Income statement related sensitivity analysis +/–5%

263

1 182

–82

7

42

2

–7

9

1 416

in TCHF

31.12.2011

CHF EUR USD JPY CNY NOK SGD other Total

Currency balance after hedging

32 293

1 311

12 421

–61

379

457

1 060

–79

47 782

Income statement related sensitivity analysis +/–5%

1 615

66

621

–3

19

23

53

–4

2 389

Exchange rate fluctuations of 5% would have increased or reduced consolidated equity/net earnings by TCHF 1,416 (previous year: TCHF 2,389), 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 capital market. Cash and cash equivalents as well as liabilities from the use of syndicated bank loans are particularly exposed to the risk of fluctuating interest levels, with a potential related impact on cash 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 to fluctuate, 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 the volatility of planned cash flows.

Cash flow sensitivity analysis for floating-rate financial instruments: a change of 50 basis points in the rate of interest would have increased or reduced net earnings and consolidated equity by TCHF 625 (previous year: TCHF 750), based on the assumption that all other variables remained unchanged.

Other price risksMeyer Burger Group does not currently hold any financial instruments with equity character and 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, crude oil, natural gas, coal, etc. Basically, Meyer Burger is only exposed to fluctuations in commodity prices indirectly, through the products it acquires. The actual price risk is caused by the time difference between cost rises implemented by suppliers as their raw material prices increase and the opportunity for Group companies to increase their prices. Each Group company is responsible for identifying and quantifying its commodity price risks. Meyer Burger Group did not trade in any such derivatives during the 2011 and 2012 financial years.

3.3.2 Credit risksMeyer Burger Group is exposed through its operating activities to various credit risks. The Group has guidelines in place to ensure that products and services are only sold to customers with a good credit rating. Outstanding debts are also permanently monitored as part of ongoing operations. Due account is taken of credit risks in relation to trade receivables and prepayments by means of individual value adjustments and flat-rate value adjustments. Default risks are minimised wherever possible by customer prepayments and credit commitments from banks. The Group’s counterparties in securities transactions, derivative financial instruments and financial investments are carefully selected financial institutions with a minimum rating of A-, which are constantly monitored within defined limits. For material short-term financial investments with maturities of below 6 months, the Group pays attention to the fact that the counterparty has a rating of A-1. This existing guideline ensures a reasonable monitoring of the credit risk vis-à-vis financial institutions. The existing limits vis-à-vis banks are constantly monitored and re-allocated if necessary.


Meyer Burger Group invests the existing cash and cash equivalents with established financial institutions. The three largest institutions held approximately 34.1%, 28.0% and 12.5% as of 31 December 2012 (31 December 2011: 33.1%, 20.1% and 16.1%) and were rated with A-1. Bank deposits amounted to CHF 133.9 million as of 31 December 2012 (31 December 2011: CHF 258.3 million) with financial institutions with an investment grade rating of A- and higher. On this basis, Meyer Burger Group does not expect to incur any losses on account of non-performance of contracts.

With regard to the financial assets that were neither impaired nor in arrears as at the balance sheet date, there are no signgs that the debtors concerned will be unable to meet their payment obligations. Considering their credit ratings, Meyer Burger Group does not expect to incur any losses on account of non-performance of contracts. Further information on financial assets can be found in Note 6.2 (Receivables).

3.3.3 Liquidity risksThe liquidity risk is the risk that Meyer Burger Group might be unable to meet its financial obligations as and when they fall due. The availability of sufficient liquidity is monitored permanently and reported weekly to the Chief Financial Officer and monthly to the other members of management and the Board of Directors.

In 2012 the issuance of a bond in the amount of CHF 130 million strengthened liquidity. The bond bears interest at 5% per annum and matures in five years’ time (maturity date: 24 May 2017).

The CHF 180 million loan agreement concluded in April 2011 with several Swiss financial institutions in order to fund acquisitions and working capital was renegotiated in the first quarter of 2013. The newly concluded loan agreement with a term until 18 April 2015 is divided into a guarantee and working capital limit totalling CHF 150 million, whereby a maximum of CHF 60 million is available in the form of loans, if agreed upon by all syndicate banks. A maximum of CHF 150 million is irrevocably available for bank guarantees and pledges. The interest rate is LIBOR plus margin. The borrowers are Meyer Burger Technology Ltd and Meyer Burger Ltd. No loans are currently being drawn from this loan agreement.

In addition to this new guarantee and working capital limit of CHF 150 million, Meyer Burger Group also has the option, under the terms of the loan agreement, to take out a loan secured by mortgage certificates of a maximum of CHF 50 million on existing company buildings. The Group made use of this option in the first quarter of 2013 and concluded a CHF 30 million loan secured by mortgage certificates with a banking syndicate for the building in Thun. The loan secured by mortgage certificates will be paid out in the first quarter of 2013. This inflow of funds will further strengthen Meyer Burger Group’s liquidity.


In light of the difficult market situation, the Group initiated various optimisation and consolidation programmes in 2012 in order to reduce operating costs. The initiated measures, most of which have already been implemented, will deliver sustained cost savings of between CHF 50 million to CHF 60 million on an annualised basis.

From a current perspective, management and the Board of Directors assume that as a result of the initiated and already implemented optimisation and consolidation programmes, the newly concluded loan agreement, the securing of new liquidity in the form of the loan secured by mortgage certificates and expected customer prepayments on new orders, the Group’s liquidity situation is secure for the foreseeable future (18 to 24 months).

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 TCHFBook value

Total payment

Due

till 1 year1 to 5 years > 5 years

31.12.2012

Financial liabilities (without foreign exchange rate contracts) 133 814 135 176 978 132 840 1 358

Foreign exchange rate contracts gross-cash-inflow – – – – –

Foreign exchange rate contracts gross-cash-outflow – – – – –

Trade payables 31 404 31 404 31 404 – –

Other liabilities 46 731 46 827 45 229 1 580 17

Total financial liabilities 211 949 213 407 77 611 134 420 1 376

31.12.2011

Financial liabilities (without foreign exchange rate contracts) 9 683 11 087 2 083 3 286 5 718

Foreign exchange rate contracts gross-cash-inflow – –13 886 –13 886 – –

Foreign exchange rate contracts gross-cash-outflow 182 14 068 14 068 – –

Trade payables 65 555 65 555 65 555 – –

Other liabilities 73 090 73 090 71 755 1 335 –

Total financial liabilities 148 510 149 914 139 575 4 621 5 718


3.4 Capital managementThe capital managed by Meyer Burger Group is the consolidated equity. The aims in managing this capital are to maintain a healthy and solid balance sheet structure on a going concern basis while guaranteeing the financial room for manoeuvre needed for future investments and acquisitions and generating a return for investors commensurate with the level of risk. The capital structure is monitored using the equity ratio as the key variable:

Capital managementin TCHF 31.12.2012 31.12.2011

Equity attributable to shareholders of Meyer Burger Technology Ltd

615 352

737 719

Non-controlling interests 12 705 24 816

Total equity 628 057 762 534

Total assets 1 100 797 1 377 352

Equity ratio 57.1% 55.4%

The equity ratio is reported to the Group Executive Board and the Board of Directors in the internal monthly financial reporting. As an industrial company, Meyer Burger aims to have a solid balance sheet with a high share of equity. In the light of risk considerations, Meyer Burger strives for a medium-term equity ratio of over 40%.

The Group’s capital management is also based around the requirements of its lending banks with a view to improving the current rating. The banking syndicate has defined two covenants with regard to minimum equity ratio and a minimum net equity (book value of equity minus goodwill). As of 31 December 2012 these covenants were met.

As of 31 December 2012, Meyer Burger Group held 92.54% of the shares in R&R AG, which represents an increase of around 3.37% compared with 31 December 2011. This increase in the stake held and the pro rata loss meant that the value of non-controlling interests was reduced to around CHF 12.7 million.

4 Estimation uncertainties and management judgementsPreparation of the financial statements in accordance with IFRS requires that management make estimates and assumptions that could affect the reported amounts of income and expenses, assets and liabilities and contingent liabilities at the time of the accounts being prepared. These estimates, assumptions and judgements are constantly updated. The adjustments made can affect the current period or future periods, depending on the circumstances concerned. The estimates, judgements and assumptions are based on historical values as well as other appropriate and justified factors. Actual events may deviate from these estimates. Additionally, the application of accounting standards requires that the management make decisions that could have a significant impact on the amounts reported in the financial statements; especially the assessment of business transactions with a complex structure or legal form requires that management make decisions. This applies to the following circumstances in particular:


Impairment of property, plant and equipment, goodwill and intangible assetsDetailed impairment tests are carried out at least once a year for goodwill and other intangible assets with an indefinite service life. The value of all other assets is reviewed if there are indications that they are overvalued. Goodwill is allocated to the cash-generating units (CGUs). Within Meyer Burger Group, these CGUs correspond usually to the individual subsidiaries. The carrying values of the individual CGUs are compared normally against the higher of fair value less costs to sell and value in use. As part of the same process, the amount obtainable from property, plant and equipment is calculated using the same method. These impairment tests are based on estimated future cash flows from the use of these assets. The actual cash flows recorded in practice could differ considerably from these estimates as a result of changes to the planned use of assets such as technical obsolescence or market changes.

Trade and other receivablesImpairments on doubtful receivables are calculated based on their age structure and estimates and assessments made by management about the client-specific and default risk of individual receivables.

ProvisionsThe Group companies may, as part of their ordinary business activity, become involved in legal disputes. Provisions for current or pending cases are measured based on existing knowledge on 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 or insurance. The amount of warranty provisions is determined from past historical data and the currently known warranty risks. These provisions are made on a machine-specific basis as soon as a piece of equipment is invoiced (commencement of warranty period), and are reduced over 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 unavoidable costs of fulfilling the obligation exceed the economic benefits expected to be received under them. These are based on management’s assessment of the case. For further information on provisions, refer to Note 6.15.

Pension plansThe estimates and assumptions used to determine the annual plan costs and plan liabilities are based on future projections and calculations (e.g. discount rate, expected long-term return on investments, expected rate of increase in wages and expected rate of inflation), 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 current and deferred income taxes. These estimates are based on an interpretation of the existing tax laws and regulations. Numerous internal and external factors can impact on the final assessment. These include amendments to tax law, changes in tax rates, the future level of pre-tax profits and audits carried out by the tax authorities.


5 Segment reportingMeyer Burger Group is a leading, globally active technology group specialising in innovative systems and processes for cutting and handling crystalline and other high-grade materials in the solar (photovoltaic), semiconductor and optoelectronic industries, as well as in selected high-end markets for semiconductor materials. Meyer Burger Group only has one reportable segment, which means that the segment information corresponds to the figures in the consolidated statements. After implementation of IFRS 8, the following circumstances led to the conclusion that the Group had only one reportable segment:

– Internal monthly reporting is consolidated across the Group, with no breakdown by geography, industry (solar, semiconductors, optoelectronics, other) or technology (e.g. cutting, automation and robotic systems, measurement systems, coating technology, laminating and soldering systems and customer service).

– Because of the close integration of the Group companies in individual projects, the legal entities also generate sales with affiliated companies. Key decisions are therefore made for the whole Group by the Group Executive Board on the basis of individual projects and not on the basis of the individual financial statements of the legal entities.

The holding companies only provide internal services; their operating results are monitored in the internal monthly reports referred to above.

Meyer Burger Group invested TCHF 71,109 (2011: TCHF 388,451) in non-current assets in 2012. Investments focused mainly on property, plant and equipment (see Note 6.12), compared with acquisitions and investments in property, plant and equipment in the previous year.

Geographical informationNet sales third parties in TCHF 2012 2011

Switzerland

19 975

24 534

Germany 64 659 138 215

Rest of Europe 19 747 56 610

Asia 520 802 1 058 133

USA 18 804 34 952

Rest of world 1 255 2 595

Total 645 242 1 315 039

Revenue in Asia stems mainly from sales to China. Net sales of CHF 145.8 million (2011: CHF 251.1 million) were generated from one major customer, corresponding to 22.6% (2011: 19.2%) of Meyer Burger Group’s net sales.


Long-term assetsin TCHF 2012 2011

Switzerland

177 201

158 811

Germany 367 912 407 331

Netherlands 7 900 14 206

Rest of Europe 290 1 274

Asia 4 700 4 210

USA 74 715 87 814

Total 632 719 673 646

Net sales from products and servicesNet sales include the following products and services:in TCHF 2012 2011

Net sales from products

Machines/systems manufactured 535 246 1 165 107

Machines/systems traded 4 835 16 718

Spare parts 31 515 49 779

Consumables 14 363 26 280

Other goods 22 646 10 608

Net sales from services

Commissioning 7 594 7 257

Servicing and maintenance 8 861 7 954

Regrooving and recoating 3 454 5 359

Commissions 199 115

Other services 864 1 452

Net sales from construction contracts 15 666 24 412

Net sales 645 242 1 315 039

6 Notes to the consolidated financial statements6.1 Cash and cash equivalentsin TCHF 31.12.2012 31.12.2011

Cash and cash equivalents

133 224

254 629

Time deposits with maturities up to 90 days − 71

Cheques, notes receivable 1 280 5 479

Cash and cash equivalents 134 504 260 180

Of the total amount of cash and cash equivalents, TCHF 7,413 (2011: TCHF 13,936) is located in countries where cash flows to other countries are subject to formal requirements or applications.


6.2 Receivablesin TCHF 31.12.2012 31.12.2011

Trade receivables 86 426

134 029

Other receivables 38 339 74 486

Allowances –50 967 –54 910

Receivables 73 798 153 605

Receivables without individual allowances31.12.2012 31.12.2011

in TCHFTrade

receivablesOther

receivablesTrade

receivablesOther

receivables

Not yet due

19 180

33 920

50 042

72 401

1–30 days overdue 3 862 58 15 605 857

31–90 days overdue 3 058 301 12 503 34

More than 91 days overdue 7 332 2 684 720 1 064

Receivables without individual allowances 33 432 36 962 78 871 74 356

Receivables with individual allowances31.12.2012 31.12.2011

in TCHFTrade

receivablesOther

receivablesTrade

receivablesOther

receivables

Gross receivables

52 994

1 377

55 158

130

Allowances –49 789 –1 178 –54 482 –130

Receivables adjusted 3 205 199 676 –


Change in allowances on receivablesTrade receivables Other receivables

in TCHFIndividual

allowances

Allowances on portfolio

basisIndividual

allowances

Allowances on portfolio

basis

Balance as of 1.1.2011

–2 817

–169

–165

–

Changes in scope of consolidation –26 349 –317 – –

Impairment –23 454 –77 – –

Reversal of impairment 384 186 35 –

Disposals 780 71 – –

Currency translation differences –3 025 7 – –

Balance as of 31.12.2011 –54 482 –299 –130 –

Changes in scope of consolidation – – – –

Impairment –15 080 –1 –1 057 –

Reversal of impairment 2 036 99 8 –

Disposals 17 427 121 – –

Currency translation differences 386 3 – –

Balance as of 31.12.2012 –49 712 –77 –1 178 –

Both trade and other receivables are for the greater part current in nature. Non-current receivables account for approximately TCHF 672 (31 December 2011: TCHF 3,297). Meyer Burger Group has not pledged any receivables to third parties as collateral. The maximum credit risk for Meyer Burger Group corresponds in every case to the carrying amount of the receivables recognised. A large part of the impairments booked relates to a small number of customers and was calculated due to an estimation of the solvency of those customers.

6.3 Net assets from construction contractsin TCHF 31.12.2012 31.12.2011

Work in process

15 720

70 944

Customer prepayments –23 762 –59 719

Net construction contracts −8 043 11 225

thereof

Net receivables construction contracts 841 12 660

Net liabilities construction contracts 8 883 1 435

Additional information

Amount of retentions – –

Income from the PoC method (income statements) 15 666 24 412

Accrued projects costs 15 480 18 850

Gross profit recognised 186 5 562


6.4 Financial assetsFair value through profit

and loss

Available-for-sale

Derivative financial

instruments Loans Totalin TCHF Trading Designated


–

–

–

–

500

500

Changes in scope of consolidation – – – – 7 7

Income statement related value adjustment – – – 3 460 – 3 460

Disposals – – – – –1 –1

Currency translation differences – – – – 3 3

Balance as of 31.12.2011 – – – 3 460 510 3 969

Changes in scope of consolidation – – – 4 – 4

Additions – – – 78 – 78

Income statement related value adjustment – – – – –329 –329

Disposals – – – –3 460 –7 –3 467

Currency translation differences – – – – –20 –20

Balance as of 31.12.2012 – – – 82 153 235

Thereof short-termFair value through profit

and loss Available-for-sale

Derivative financial

instruments Loans Totalin TCHF Trading Designated

01.01.2011 – – – – 314 314

31.12.2011 – – – 3 460 326 3 786

31.12.2012 – – – 82 – 82

The maximum credit risk for Meyer Burger Group corresponds in every case to the carrying amount of the financial assets recognised. Meyer Burger Group has not pledged any financial assets to third parties as collateral.

6.5 Financial assets carried at fair value through profit or loss and available-for-sale

As at 31 December 2012 and 31 December 2011, Meyer Burger Group had no financial assets carried at fair value through profit or loss and available-for-sale.


6.6 Derivative financial instruments

in TCHF

Positive current

market valueContract

volume

Negative current

market valueContract

volume

Cash flow hedges

Currency – – – –

Interest rate – – – –

Fair value hedges



Trading assets

Currency 3 460 36 528 182 14 004

Interest rate – – 65 1 583

31.12.2011 3 460 36 528 247 15 587

Cash flow hedges



Fair value hedges



Trading assets

Currency 82 10 785 – –

Interest rate – – 14 483

31.12.2012 82 10 785 14 483

Foreign currency instruments as at 31 December 2012 related to currency hedges in euros (31 December 2011: US dollars and euros). The maximum residual term of forward foreign exchange contracts was 12 months.

6.7 LoansLoans totalled TCHF 153 as at 31 December 2012 (31 December 2011: TCHF 510). A customer receivable in the amount of TCHF 329 dating from 2010 was converted into a loan receivable after the customer began to experience payment difficulties. Due to a further deterioration in this customer’s liquidity situation and the lack of any incoming payments, this loan had to be fully written off in 2012. The carrying amount of the loan receivables was therefore TCH 153 after amortisation and foreign currency translation as at 31 December 2012.


6.8 Inventoriesin TCHF 31.12.2012 31.12.2011

Raw materials, purchased parts

113 784 115 804

Goods in consignment 161 19

Semi-finished goods 91 597 113 696

Finished goods 56 870 71 376

Machines before acceptance 28 460 228 041

Customer prepayments –33 702 –265 328

Value adjustment inventories –83 437 –51 603

Inventories 173 733 212 005

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 and unsellable inventories. The value adjustment through profit and loss amounts to CHF 31.8 million.

6.9 Non-current assets held for saleAs at 31 December 2012, Meyer Burger Group had non-current assets held for sale with a carrying amount of TCHF 683. This related to two installations, which were sold during the first half of 2013. The valutation was based on the sales prices which were negotiated as far as possible but which were lower than the original acquisition costs.

6.10 Investments in associated companiesin TCHF 2012 2011

Balance as of 1.1.

177

–

Acquisitions – 127 660

Result 6 –25 298

Share in other comprehensive income – –

Sale – –

Changes in scope of consolidation – –91 310

Currency translation differences –1 –10 875

Balance as of 31.12. 181 177

On 5 May 2011, Meyer Burger Group announced a voluntary public takeover offer for all the shares of Roth & Rau AG. Before the takeover offer expired, shares worth TCHF 127,660 (at an exchange rate of CHF 1.217 to the euro) and equivalent to a stake of 29.62% were acquired; these were recognised as investments in associated companies. Once the offer had expired and antitrust clearances for the merger had been granted, a further 52.95% stake in Roth & Rau AG was acquired on 9 August 2011. The financial statements of the Roth & Rau companies were therefore fully consolidated in the Meyer Burger Group financial statements with effect from 9 August 2011 and no longer appear under investments in associated companies. The TCHF –25,298 (at the average exchange rate for 2011) shown as loss from associated companies comprises the pro-rata loss for the period from 20 June 2011 to 9 August 2011 and the market valuation as at 9 August 2011.


The investment in associated companies shown as at 31 December 2012 is a 50% stake held by Mügge GmbH in Cober Mügge LLC, Norwalk, USA. This stake was revaluated “at equity” as at 31 December 2012, increasing by TCHF 5 to TCHF 181.

6.11 Investment propertiesThe investment property disclosed concerns Gewerbering 10, Hohenstein-Ernstthal, Germany, which was taken over in 2011 as part of the acquisition of Roth & Rau AG. This property was previously used for operations and is currently let. Rental income for the period from acquisition to 31 December 2011 was TCHF 22, followed by TCHF 51 in 2012. Maintenance work during the period under review was not material.

The property is being depreciated on a straight-line basis over 25 years.

in TCHF 2012 2011

Purchase price

Balance as of 1.1. 640 –

Changes in scope of consolidation – 569

Currency translation differences –5 71

Balance as of 31.12. 635 640

Cumulative depreciations and impairments

Balance as of 1.1. –12 –

Ordinary depreciation –27 –12

Currency translation differences – –1

Balance as of 31.12. –39 –12

Net book value 596 628

The market value determined as part of the purchase price allocation in 2011, measured at a euro rate of 1.0838, was about TCHF 569. This market value was challenged during the reporting year, using standard parameters for the location and sector. There was no material change in value.


6.12 Property, plant and equipment

in TCHFLand and buildings Equipment Machines IT Vehicles

Assets under

construction Total

Purchase price

Balance as of 1.1.2011 310 11 866 38 670 2 179 1 351 3 134 57 510

Changes in scope of consolidation 17 477 8 432 13 515 8 4 12 582 52 018

Increase 258 2 630 10 842 234 217 26 412 40 593

Capitalisation – 120 7 310 – – 14 649 22 078

Reclassification within property, plant and equipment 10 699 1 020 11 588 30 – –23 337 –

Disposal –33 –1 793 –5 643 –1 183 –78 – –8 731

Currency translation differences 2 382 2 006 3 651 –2 1 1 896 9 934

Balance as of 31.12.2011 31 092 24 280 79 933 1 266 1 496 35 336 173 403

Changes in scope of consolidation – –165 –2 758 – – – –2 923

Increase 1 238 1 563 6 817 778 97 31 719 42 212

Capitalisation – 118 4 704 – – 13 641 18 463

Reclassification within property, plant and equipment 46 629 10 959 7 156 510 10 –65 264 –

Reclassification to assets held for sale – – –3 609 – – – –3 609

Disposal –323 –5 994 –7 549 –226 –129 – –14 221

Currency translation differences –335 –217 –840 –5 –7 –99 –1 504

Balance as of 31.12.2012 78 300 30 545 83 855 2 323 1 467 15 332 211 822

Cumulative depreciation and impairments

Balance as of 1.1.2011 –25 –4 931 –16 221 –1 718 –444 – –23 339

Changes in scope of consolidation – – – – – – –

Ordinary depreciation –866 –4 276 –13 597 –291 –230 – –19 260

Impairment – –180 –485 –14 – – –679

Reclassification within property, plant and equipment – 3 –3 – – – –

Disposal 15 885 3 179 1 183 78 – 5 340

Currency translation differences –350 –951 –1 338 1 –2 – –2 640

Balance as of 31.12.2011 –1 226 –9 450 –28 464 –839 –598 – –40 578

Changes in scope of consolidation – 107 445 – – – 553

Ordinary depreciation –2 205 –4 598 –13 854 –350 –181 – –21 188

Impairment –71 –492 –3 288 – –3 – –3 854

Reclassification within property, plant and equipment –400 414 – –13 –2 – –

Reclassification to assets held for sale – – 2 926 – – – 2 926

Disposal 303 5 589 6 824 224 74 – 13 015

Currency translation differences 48 103 309 4 7 – 470

Balance as of 31.12.2012 –3 552 –8 327 –35 101 –974 –702 – –48 657

Net book value

31.12.2010 285 6 935 22 449 461 907 3 134 34 171

31.12.2011 29 865 14 829 51 469 427 897 35 336 132 824

31.12.2012 74 748 22 217 48 753 1 349 766 15 332 163 165

Thereof finance lease

31.12.2010 – – – – – – –

31.12.2011 – – – – – – –

31.12.2012 – – – – – – –


The increase of around CHF 46.6 million in land and buildings and around CHF 11.0 million in equipment are primarily attributable to the new Meyer Burger Ltd facility in Thun. The company moved into this new facility in May and June 2012.

Capital expenditure commitments for the acquisition of property, plant and equipment as at 31 December 2012 totalled TCHF 1,925 (31 December 2011: TCHF 16,572). About CHF 15.1 million of the capital expenditure commitments as at 31 December 2011 are related to the construction of the new Meyer Burger Ltd facility in Thun.

Impairments in 2012 in relation to machines concerned a demonstration machine, machines that were no longer required and thus scrapped, machines that have yet to be fully written off, and machines that were no longer needed but are still suitable for sale, which were written down to the lower sales price. Impairments of equipment mainly concerned items that can no longer be used at companies that were liquidated during the reporting year or are due to be liquidated shortly (see Note 2.4).


6.13 Intangible Assets

in TCHF Goodwill Software

Develop-ment costs

Customer relation-

shipsTrade name Technology

Software (from

acquisition)Order

backlog

Other intangible

assets Total

Purchase price

Balance as of 1.1.11 180 486 5 410 3 030 63 081 23 625 167 829 8 453 9 621 96 461 630

Changes in scope of consolidation 88 564 1 301 – 11 084 39 703 93 546 – 21 390 782 256 371

Increase – 2 214 – – – – – – 237 2 451

Reclassification within intangible assets – 81 – – – – – – –81 –

Disposal – –479 – – – – – – – –479

Currency translation differences 8 956 564 –8 531 4 858 8 422 – 2 554 78 25 955

Balance as of 31.12.2011 278 006 9 092 3 021 74 696 68 186 269 797 8 453 33 565 1 113 745 929

Changes in scope of consolidation – –2 – – – –6 125 – – –105 –6 232

Increase – 2 273 – – – – – – 7 357 9 629

Capitalisation – 399 405 – – – – – – 804

Disposal –71 949 –601 –2 919 – –4 197 – – –33 280 –1 –112 947

Currency translation differences –2 334 –74 –2 –560 –479 –2 647 – –286 5 –6 377

Balance as of 31.12.2012 203 723 11 086 505 74 136 63 510 261 025 8 453 – 8 368 630 806

Cumulative amortisation and impairments

Balance as of 1.1.11 – –3 719 –1 510 –12 356 –2 262 –34 991 –1 691 –9 621 –95 –66 245

Amortisation – –1 883 –738 –8 245 –4 248 –34 155 –1 691 –10 144 –10 –61 113

Impairment –73 621 – –730 – – –6 267 – – – –80 618

Reclassification within intangible assets – 57 – – – – – – –57 –

Disposal – 422 – – – – – – – 422

Currency translation differences 937 –395 8 335 36 664 – 229 3 1 819

Balance as of 31.12.2011 –72 683 –5 518 –2 970 –20 265 –6 474 –74 749 –3 381 –19 536 –160 –205 735

Changes in scope of consolidation – – – – – 6 125 – – 71 6 196

Amortisation – –2 303 –16 –8 006 –6 785 –39 037 –1 691 –13 889 –622 –72 349

Impairment – –6 – – –3 602 – – – –1 206 –4 814

Disposal 71 949 571 2 919 – 4 197 – – 33 280 1 112 917

Currency translation differences 734 48 3 142 29 838 – 145 –2 1 936

Balance as of 31.12.2012 – –7 207 –64 –28 130 –12 635 –106 824 –5 072 – –1 918 –161 848

Net book value

31.12.2010 180 486 1 691 1 519 50 725 21 363 132 838 6 762 – – 395 385

31.12.2011 205 323 3 574 52 54 431 61 712 195 048 5 072 14 030 953 540 195

31.12.2012 203 723 3 879 441 46 006 50 875 154 201 3 381 – 6 451 468 958

Thereof finance lease

31.12.2010 – – – – – – – – – –

31.12.2011 – – – – – – – – – –

31.12.2012 – – – – – – – – – –


Capital expenditure commitments for the acquisition of intangible assets as of 31 December 2012 totalled TCHF 55 (31 December 2011: TCHF 1,201). Research and development expenses during the reporting period came to TCHF 92,136 (2011: TCHF 67,471).

The products of Roth & Rau B.V. will be sold under the trade name “Roth & Rau Cell & Coating Systems”, which led to a total impairment of the trade name “OTB” of Roth & Rau B.V. (formerly OTB Solar B.V.) in the amount of TCHF 3,602 in the reporting year.

Goodwill allocation to cash-generating units (CGUs)2012 2011

in TCHF Goodwill

Intangible assets with unlimited

expected useful life Goodwill

Intangible assets with unlimited

expected useful life

Hennecke

29 063

–

29 301

–

DMT 20 584 – 21 140 –

3S 45 776 – 45 776 –

Pasan 17 792 – 17 792 –

Somont 63 664 – 64 186 –

R&R AG 2 908 – 2 932 –

other CGU’s 23 937 – 24 196 –

Total 203 723 – 205 323 –


Impairment testing of goodwillThe recoverable amount of goodwill is measured for the purposes of the annual impairment test on the basis of value in use. This method contains future cash flow projections in accordance with approved budgets and financial plans for three years, and a perpetuity was calculated for subsequent years. The perpetuity was calculated on the basis of the cash flow for plan year 3, incorporating a growth rate. The cash flow 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 of the individual CGUs. Discount rates of between 11.07% and 15.41% were applied during the reporting year (compared with a range of between 9.33% and 14.65% in 2011):

Assumptions for impairment test2012 2011

in TCHFGrowth rate

(for perpetuity)Discount rate

(pre tax)Growth rate

(for perpetuity)Discount rate

(pre tax)

Hennecke

2%

13.80%

2%

12.23%

DMT 2% 14.78% 2% 13.23%

3S 2% 11.07% 2% 9.33%

Pasan 2% 11.43% 2% 9.55%

Somont 2% 13.21% 2% 11.78%

R&R AG 2% 13.11% 2% 13.81%

other CGU’s 2% 13.41–15.41% 1.5% 13.64%–14.65%


The net present values are subject to exceptionally sensitive estimates and assumptions specific to the activities pursued by the individual CGUs in Meyer Burger Group. These estimates include:

– Amount and timing of expected future cash flows– Tax and discount rates applied– Amount and timing of likely investment costs– Estimated market shares– Long-term sales forecasts– Behaviour of competitors (market launch of rival products, marketing activities, etc.)

For the purposes of preparing the financial plans, the estimation of future market performance was also based on public solar market studies. In its capacity as a system integrator – from wafers to solar modules – Meyer Burger Group has a unique product and solutions portfolio, from which a specifically tailored configuration can be selected and implemented for the customer. With its focus along the photovoltaics value added chain, Meyer Burger enables its customers to combine the advantages of the individual production stages, reduce the total cost of ownership and at the same time improve the overall performance and efficiency of cells and modules.

Despite the challenging market situation, Meyer Burger remains committed in its specific research and development activities and to increasing its technological lead and further driving the process integration between wafer, cell and module technologies. All companies are expected to post sales in line with the market average or – where they have a technological lead – above the market average. Furthermore, as a result of the announced or already implemented restructuring measures, the cost structure is being brought into line with expected future market prices and contribution margins adjusted accordingly.

The estimated net present value of the achievable income of DMT based on value in use exceeds the recoverable amount including goodwill by CHF 57.5 million and depends to a large extent on the successful launch and market acceptance of diamond wire technology for the production of solar wafers. Based on current technological developments in the sector, Meyer Burger management expects solar wafers to be cut using diamond wire on a large scale in the future, enabling DMT to achieve a significant market share. The estimated net present value of the recoverable revenue would be the same as the recoverable amount if the planned sales were 37.5% lower or, alternatively, if the operating margin was reduced by 6.7% of sales. If the assumed annual growth rate was reduced by one percentage point, the net present value of the recoverable revenue would exceed the recoverable amount by CHF 44 million.

The estimated net present value of the achievable income of 3S based on value in use exceeds the recoverable amount including goodwill by CHF 37.1 million. When projecting future sales, 3S has assumed that it will be able to build on the 2011 level up until 2014 and then be able to participate in the expected expansion of the photovoltaics sales markets. The cost-savings measures already implemented and agreed will help the EBITDA margin to rise


to the standard level for the industry by 2015. The module segment in which 3S operates is expected to be the first market to expand. The estimated net present value of the achievable income would be the same as the recoverable amount if the planned sales were 20% lower or, alternatively, if the operating margin was reduced by 2.5% of sales. If the assumed annual growth rate was reduced by one percentage point, the net present value of the recoverable revenue would exceed the recoverable amount by CHF 16.5 million.

The estimated net present value of the achievable income of the Ortner companies based on value in use exceeds the recoverable amount including goodwill by CHF 1.0 million. The estimated net present value of the recoverable income of the Ortner companies (within the other CGUs) based on value in use would be below the recoverable amount including goodwill by around CHF 1.8 million if the level of growth assumed when calculating the estimated net present value cannot be achieved or by around CHF 1 million if the calculation is based on a discount rate that is 1% higher.

Impairment tests also at the other CGUs identified no need for impairments. When projecting sales, Somont assumed that it would be able to build on the 2010 level up until 2015 before subsequently recording very moderate growth. As a result of the cost-saving measures already implemented and agreed, the EBITDA margin is expected to increase by around 5% compared with 2010 between now and 2015. A 10% reduction in operating earnings or cash flow, a rise in the discount rate of 1.0 percentage point or carrying out the calculation without a growth rate would not result in any need for impairment for any of the other CGUs or for Somont.

Changes in goodwillin TCHF

Goodwill as per 1.1.2011

180 486

Increase goodwill due to acquisition of Roth & Rau Group 88 564

Impairment R&R AG and OTB –73 621

Currency translation differences 9 893 1

Goodwill as per 31.12.2011 205 323

Currency translation differences –1 600 1

Goodwill as per 31.12.2012 203 723

1 Hennecke, DMT, Somont, R&R AG – and within the other CGUs Mügge, MicroSystems, AIS and Ortner – prepare their financial statements in their local currency, i.e. EUR or USD. Foreign currency valuation at the reporting date resulted in currency translation differences as a result of translation into CHF. These translation differences were taken to equity.


6.14 Financial liabilitiesin TCHF 31.12.2012 31.12.2011

Short-term

Liabilities banks 1 242

Derivative financial instruments 14 247

Short-term portion of long-term debts 785 1 030

Other 39 89

Short-term liabilities 839 1 608

Long-term

Straight bond 129 201 −

Loans 3 774 8 244

Other − 13

Long-term liabilities 132 975 8 257


133 814

9 865

Meyer Burger Technology Ltd successfully raised long-term capital on 24 May 2012 with a bond issue of CHF 130 million denominated in Swiss Francs. The bond bears interest at 5 percent per annum and runs for 5 years (maturity date: 24 May 2017). The bond issue is recognised as a financial instrument held to maturity and is accordingly valued at amortised cost, applying the effective interest method. This measurement shows a carrying amount of CHF 129.2 million at the end of the reporting period. The bond issue was traded at a price of 94.0% as at 31 December 2012, resulting in a market value of CHF 122.2 million on that date.

The CHF 180 million loan agreement concluded in April 2011 with several Swiss financial institutions in order to fund acquisitions and working capital was renegotiated in the first quarter of 2013. The newly concluded loan agreement with a term until 18 April 2015 is divided into a guarantee and working capital limit totalling CHF 150 million, whereby a maximum of CHF 60 million is available in the form of loans, if agreed upon by all syndicate banks. A maximum of CHF 150 million is irrevocably available for bank guarantees and pledges. The interest rate is LIBOR plus margin. The borrowers are Meyer Burger Technology Ltd and Meyer Burger Ltd. No loans are currently being drawn from this loan agreement.

In addition to this new guarantee and working capital limit of CHF 150 million, Meyer Burger Group also has the option, under the terms of the loan agreement, to take out a loan secured by mortgage certificates of a maximum of CHF 50 million on existing company buildings. The Group made use of this option in the first quarter of 2013 and concluded a CHF 30 million loan secured by mortgage certificates with a banking consortium for the building in Thun. The


loan secured by mortgage certificates will be paid out in the first quarter of 2013. This inflow of funds will further strengthen Meyer Burger Group’s liquidity.

As a result of the change of control at Roth & Rau AG when Meyer Burger Technology Ltd acquired a majority participation, the guarantee credit lines in place at Roth & Rau AG had to be suitably restructured in 2011. Roth & Rau AG therefore gave notice on its EUR 75 million syndicated loan agreement with effect as per 22 December 2011. Since 23 December 2011 Roth & Rau Group has had EUR 42 million of bilateral guarantee credit lines made available by Meyer Burger Technology Ltd through German banks on attractive terms.

The TCHF 3,774 of interest-bearing non-current loans outstanding as at 31 December 2012 were promissory note loans and loans provided by German financial institutions secured on land charges. The carrying amount of pledged assets was TCHF 3,065.


6.15 Provisions

in TCHF WarrantiesOnerous

contracts Legal casesOther

provisions Total

Balance as of 1.1.2011 8 393

10 772 – 2 700 21 864

Changes in scope of consolidation 6 307 12 997 8 427 8 892 36 623

Increase 15 871 63 474 1 938 4 478 85 761

Use –13 125 –3 781 – –7 592 –24 498

Release –1 207 –3 702 – –1 589 –6 498

Currency translation differences 783 1 629 1 016 1 129 4 557

Balance as of 31.12.2011 17 023 81 389 11 380 8 018 117 809

Changes in scope of consolidation – – – –199 –199

Increase 3 099 11 492 491 8 634 23 716

Use –6 256 –23 443 –2 094 –1 223 –33 016

Release –2 932 –7 933 –1 687 –391 –12 944

Currency translation differences –55 –115 –99 –33 –302

Balance as of 31.12.2012 10 878 61 390 7 991 14 805 95 063

Thereof short-term

31.12.2010 7 454 7 438 – 2 700 17 591

31.12.2011 16 120 58 819 11 380 7 499 93 818

31.12.2012 10 580 42 014 7 991 12 687 73 272

Warranties: provisions for services to be rendered during the contractual warranty period. The amount of the provisions is determined from past historical data and the currently known warranty risks. The outflow of cash is expected within the term of the warranty given. The term of the warranty given is generally one year, or a maximum of two years.

Onerous contracts: provisions for contracts under which the unavoidable costs of meeting the contractual obligations exceed the expected economic benefits. The outflow of economic benefits is generally expected within the next 12 months, but within the next 30 months at the most. At 31 December 2011 provisions totalling CHF 58.5 million had to be taken in the financial statements for obligations to purchase specific components as a result of the sudden collapse in demand and foreseeable changes in technology. Ultimately, in 2012, CHF 23.4 million resulted in a cash outflow. Successful negotiations with counterparties resulted in amicable settlements in the amount of almost CHF 8 million, with the result that the provisions could be reversed accordingly. A further review of the situation at the end of 2012 led, however, to the creation of new provisions of around CHF 11.5 million. An estimate of expected use was made. The anticipated cash outflow may vary depending on actual use. A change of 10% in expected use would have an impact of around CHF 4.9 million.

Provisions for litigation: In 2006 Roth & Rau AG entered into an agreement worth a total of approximately EUR 58 million with Conergy SolarModule GmbH & Co. KG to supply and install two cell manufacturing lines in Frankfurt an der Oder. Assembly and commissioning took place in 2008 and 2009. Roth & Rau AG provided its services despite some missing payments and a lack of cooperation on the part of Conergy SolarModule GmbH & Co. KG. Roth & Rau AG believes that it is still entitled to some EUR 8 million under this agreement. Conergy SolarModule GmbH & Co. KG is refusing to meet the company’s claim for payment


and alleges the company failed to meet its contractual obligations. It is counter-suing for damages that are a multiple of Roth & Rau AG’s receivables. For this reason, the receivable was already fully written off during the previous year. Since the beginning of February 2011, proceedings have been pending at Hamburg District Court. The Executive Board of Roth & Rau AG regards the claims made by Conergy SolarModule GmbH & Co. KG as baseless and, on the basis of the limitation on liability agreed, assumes that in any event the residual receivable of Roth & Rau AG will exceed the amount of any claims for damages that Conergy SolarModule GmbH & Co. KG could assert. The opinion of the Executive Board has been supported by opinions sought from two prestigious law firms. In response to the suit filed against Roth & Rau AG by Conergy SolarModule GmbH & Co. KG at Hamburg District Court in February 2011, a statement of defence, counter-suit and conditional counter-suit were filed on 24 June 2011. Following changes in the composition of the Executive Boards/Management Committees of both companies, an attempt was made in October 2011 to reach an amicable settlement. No such settlement was reached, due to the very different appraisals and assessments of the situation. A comprehensive response to the counter-suit was submitted by Conergy SolarModule GmbH & Co. KG on 1 October 2012. The Executive Board currently assumes that the provision taken in 2010 for litigation costs is sufficient.

Other provisions: The other provisions cover various risks arising during the normal course of business. The cash outflow is in most cases expected within the next 12 months. The increase compared with the previous year is largely attributable to the restructuring provision of CHF 2.5 million resulting from the closing of the 3S Swiss Solar Systems AG site in Lyss and the relocation of commercial activities to Thun.


6.16 Other liabilitiesin TCHF 31.12.2012 31.12.2011

Short-term

Accrued expenses 20 348 35 159

Short-term employee benefits 17 583 18 141

Other 6 575 17 721

Other short-term liabilities 44 506 71 021

Long-term

Other long-term employee benefits 2 213 1 890

Other 12 180

Other long-term liabilities 2 225 2 070

Other liabilities 46 731 73 090

6.17 Pension plansThe figures below primarily cover the defined benefit plans of the Swiss companies Meyer Burger Technology Ltd, Meyer Burger Ltd (including the company 3S Swiss Solar Systems AG merged in 2012) and Pasan SA. All of these Swiss companies are insured in a collective insurance contract through an affiliation contract with AXA Stiftung Berufliche Vorsorge.

Additionally, as part of the acquisition of the R&R Group in 2011, pension plans for some key members of staff in the R&R Group were also taken over. These are also included in the following figures.

Analysis of balance sheet positionin TCHF 31.12.2012 31.12.2011

Present value of employee benefit obligation

93 668

83 113

Fair value of plan assets –73 999 –70 065

Funded status 19 669 13 049

Unrecognised actuarial loss –14 910 –9 223

Liabilities from defined benefit pension plans 4 759 3 825

Expenses pension planin TCHF 2012 2011

Current service cost

–4 486

–2 976

Interest cost –2 159 –1 960

Expected return on plan assets 2 045 1 721

Actuarial losses recognised –559 –252

Past service cost – –1 436

Expenses pension plan (defined benefit) –5 161 –4 902

Expenses pension plan (defined contribution) –1 573 –867

Total expenses pension plan –6 733 –5 770


Reconciliation of defined benefit obligationin TCHF 2012 2011

Balance as of 1.1.

83 113

64 767

Changes in scope of consolidation – 4 181

Current service cost 4 486 2 976

Contributions by plan participants 3 989 3 722

Administration cost –1 162 –1 171

Interest cost 2 159 1 960

Actuarial losses 8 366 3 406

Past service cost – 1 436

Benefits paid –7 283 1 836

Balance as of 31.12. 93 668 83 113

Reconciliation of fair value of plan assetsin TCHF 2012 2011

Balance as of 1.1.

70 065

54 944

Changes in scope of consolidation – 4 519

Expected return on plan assets 2 045 1 721

Actuarial losses and gains 2 120 –234

Contributions by plan participants 3 989 3 722

Contributions by the employer 4 227 4 728

Administration cost –1 163 –1 171

Benefits paid –7 283 1 836

Balance as of 31.12. 74 000 70 065

Principal categories of plan assets and expected return31.12.2012 31.12.2011

Shares

6.0%

7.0%

Bonds 1.0% 0.0%

Real estate Switzerland 0.0% 0.0%

Others 93.0% 93.0%

The actual return on plan assets in 2012 was TCHF 4,165 (2011: TCHF 1,487).

All of the Swiss companies are invested in a collective insurance contract through an affiliation contract with AXA Stiftung Berufliche Vorsorge. This means that 100% of the investments consist of direct claims against the insurance company or against the collective foundation. The expected long-term return of 2.75% is based on historical experience with insurance contracts and expected future income.


The assets of the R&R Group pension plans for key individuals are invested in shares and other investments. Across all the pension plans of Meyer Burger Group, the total assets of some CHF 74 million are invested 6% in shares, 1% in bonds and 93% in other investments in the form of direct claims against the collective foundation.

Expected ordinary employer contributions for 2013 are TCHF 4,226.

Principal actuarial assumptionsin TCHF 31.12.2012 31.12.2011

Discount rates

2.00%

2.50%

Expected rates of return on plan assets 2.75% 2.75%

Expected rates of salary increases 1.50% 1.50%

Expected inflation rate 1.00% 1.00%

Life expectancy and morbidity risk BVG 2010 BVG 2010

5-years-overviewin TCHF 31.12.2012 31.12.2011 31.12.2010 31.12.2009 01.01.2009

Present value of defined benefit obligation

93 668 83 113

64 767

40 096

33 213

Fair value of plan asset –73 999 –70 065 –54 944 –36 293 –31 749

Funded status 19 669 13 048 9 823 3 803 1 464

Experience adjustments of plan assets 2 120 –234 175 71 –731

Experience adjustments of plan liabilities 981 –2 640 –1 329 778 119


6.18 Deferred income taxesCauses for deferred income taxes

Deferred tax assets Deferred tax liabilities

in TCHF 31.12.2012 31.12.2011 31.12.2012 31.12.2011

Trade receivables 1 075 611 729 824

Inventories 5 723 6 519 8 750 13 857

Property, plant and equipment 290 1 358 3 344 2 041

Intangible assets 2 961 1 758 61 426 78 407

Other assets 465 923 765 2 147

Tax loss carry-forwards 65 052 52 944 – –

Financial liabilities 6 671 4 358 10 –

Trade payables 3 505 3 436 4 248 5 668

Provisions 1 560 2 809 1 392 4 823

Liabilities from defined benefit plans 826 1 163 23 –

Other liabilities 24 219 – –

Subtotal 88 153 76 101 80 685 107 767

Netting –11 709 –17 990 –11 709 –17 990

Deferred income taxes 76 445 58 110 68 977 89 777

The deferred income taxes on trade receivables, inventories and trade payables are current in nature.

The capitalised tax-loss carry-forwards mainly result from realised losses at Roth & Rau AG, AMB Apparate + Maschinenbau GmbH and Diamond Material Technology, Inc. The expectation is that it will be possible to use these carry-forwards in the medium term.

The outside basis differences, for which no deferred taxes were recognised totalled TCHF 389,581 as at 31 December 2012 (31 December 2011: TCHF 664,641).

Reconciliation of deferred taxes (net)in TCHF 31.12.2012 31.12.2011

Balance as of 1.1.

–31 667

–31 952

Changes in scope of consolidation – –9 272

Recognised through profit and loss 39 516 8 051

Currency translation differences –381 1 506

Balance as of 31.12. 7 468 –31 667

The deferred taxes recognised through profit and loss in 2012 largely result from the amortisation of intangible assets and the capitalisation of tax losses incurred during the reporting year.

The deferred taxes recognised through profit and loss in 2011 largely resulted from the amortisation of intangibles, the capitalisation of tax losses incurred in 2011 and the release of capitalised losses brought forward from earlier periods.


Tax loss carry-forwards, not recognisedin TCHF 31.12.2012 31.12.2011

Expiry in one year

5 449

6 940

Expiry in 2–3 years – –

Expiry in 4–5 years 1 170 1 179

Expiry over 5 years 121 983 107 890

Non-forfeitable – 35

Tax loss carry-forwards not recognised 128 601 116 044

Of the tax loss carry-forwards not recognised, TCHF 107,129 (at a tax rate of 25%) relates to tax losses incurred by Roth & Rau B.V. The current difficult environment for cell and module producers, the reluctance on the part of the manufacturers of solar cells and modules to make capital investments and the sluggish trend in incoming orders resulted in much lower expectations of future profits. Since the current budgets indicate that it will not be possible to earn sufficient profits to offset against the tax loss carry-forwards before they expire, they could not be recognised.

The tax rates for the other tax loss carry-forwards not recognised vary between 29% and 36%.

6.19 Share capitalNumber of

shares in TCHF


45 584 723

2 279 236

Capital increase as of 10.04.2011 840 802 42 040

Capital increase as of 20.04.2011 245 506 12 275

Option plans and share plans 1 051 059 52 553


47 722 090

2 386 104

Option plans and share plans 420 928 21 046


48 143 018

2 407 150

The share capital of Meyer Burger Technology Ltd as of 31 December 2012 was divided into 48,143,018 registered shares with a par value of CHF 0.05 each. The share capital is fully paid in.

The capital increase costs of TCHF 56 (2011: TCHF 585) arising in connection with the 2012 capital increases were offset against the capital reserves.

No dividend was paid in the reporting period or in the previous year.


Conditional share capitalIn accordance with Article 3b of the Company’s Articles of Association, dated 26 April 2012, the share capital may be increased by a maximum amount of CHF 127,058.35 by means of the issuance of not more than 2,541,167 fully paid-in registered shares with a nominal value of CHF 0.05 each, by virtue of the exercise of option rights granted to employees and members of the Board of Directors of the company or Group companies in accordance with a plan to be worked out by the Board of Directors. The preferential rights of the shareholders shall be excluded. The new registered shares will be subject to the restrictions set out in Article 4 of the Articles of Association (in reference to limitations for registration in the share register).

In accordance with Article 3c of the company’s Articles of Association, dated 26 April 2012, the share capital may be increased by a maximum amount of CHF 200,000.00 by means of the issuance of not 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 with convertible bonds, bonds with option rights or other financial market instruments of the Company or group companies.


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

The Board of Directors may limit or withdraw the right of shareholders to subscribe in priority to convertible bonds, bonds with option rights or similar financial market instruments when they are issued, if:1) the financial market instruments with conversion or option rights are issued in connection

with the financing or refinancing of the acquisition of an enterprise or parts of an enterprise, participations or new investments of the Company, or

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

If preferential subscription rights are denied by decision of the Board of Directors, the following shall apply:1) 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; and2) the respective financial market instruments must be issued at the relevant market conditions.


Authorised share capitalIn accordance with Article 3a of the Company’s Articles of Association, dated 26 April 12, the Board of Directors is authorised to increase the share capital of the Company by not more than CHF 240,000.00 until 26 April 2014 by virtue of the issuance of not more than 4,800,000 fully paid-in registered shares with a nominal value of CHF 0.05 each.

The Board of Directors is entitled (including in the case of a public offer for shares of the Company) to limit or exclude the preferential subscription rights of the shareholders and to 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 investment

plans or in the event of a share placement to finance or refinance such transactions; 2) for the purposes of involving strategic partners or investors; or3) in order to quickly and flexibly raise equity capital, which would be difficult to achieve with

preferential subscription rights.

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


6.20 Share-based paymentIn 2006, the Board of Directors of Meyer Burger Technology Ltd approved an option plan for its own members, the members of the Executive Board and other key employees, and granted options based on this plan. The options were allocated by the Board of Directors free of charge and are non-transferable. The exercise price was calculated in each case on the basis 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 be exercised after the expiry of a set vesting period during the exercise period, and only while the holder is an employee or Board member of the Company. Options that have not been exercised will expire after the end of the exercise period.

The Board of Directors of Meyer Burger Technology Ltd decided in December 2009 to replace the option plan with a share-based payment plan, which was applied for the first time in 2010. A specific number of Meyer Burger shares can be allocated annually, in each case with a vesting period of two years and an optional retention period of zero, three or five years that can be chosen by the participant (the retention period follows the end of the vesting period). The amount of the share-based payment is calculated using the rate on the day on which the recipients of the shares are informed of the share allocation and the 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 such time as all options have been exercised, expired or had to be cancelled. Options were last granted in 2010. The 537,486 still outstanding options that had not been exercised as at 31 December 2012 related to options granted in 2009 and 2010.

Share planThe following shares were allocated in 2012:

Share-based payment2012 2011

Number of shares issued

347 857

136 160

Date of grant 5.4.2012 7.7.2011

Share price at date of grant in CHF 13.70 37.30

Fair value of the granted shares in CHF 4 765 641 5 078 768

Acquisition price (nominal value) in CHF 0.05 0.05


Option plan

Option plans

Number of options

Average exercise

price in CHF


1 578 788 14.11

Issued – –

Expired –16 622 16.40

Exercised –826 209 10.73

Balance as of 31.12.2011 735 957 17.85

Thereof exercisable 735 957 17.85

Issued – –

Expired –115 686 15.17

Exercised –82 785 11.59

Balance as of 31.12.2012 537 486 19.39

Thereof exercisable 537 486 19.39

The weighted average exercise price in the reporting period was CHF 15.52 (previous year: CHF 34.56). The vesting periods of these options last granted in 2009 and of the option plans acquired as part of the merger of 3S Industries AG in 2010 expired in 2011, with the result that no further expenses were incurred in relation to these option plans during 2012.

Expiration of options2012 2011

Year

Average exercise

price in CHFNumber

of options

Average exercise

price in CHFNumber

of options

2011

–

–

–

–

2012 – – 13.66 198 069

2013 19.39 537 486 19.39 537 888

Options – 537 486 – 735 957

6.21 Net salesin TCHF 2012 2011

Net sales from sales of goods

608 604

1 268 491

Net sales from rendering of services 20 972 22 137

Net sales from construction contracts 15 666 24 412

Net sales 645 242 1 315 039


6.22 Other incomein TCHF 2012 2011

Gain from sale of property, plant and equipment

560

3 536

Currency translation differences 485 4 793

Gain on foreign currency contracts 889 2 892

Gain from sale of investments 5 059 –

Income from a retroactive reduction in purchase price of an acquired company 1 691 –

Payment of adjusted receivables 1 966 –

Other income 9 721 9 033

Other income 20 370 20 254

6.23 Personnel expensesin TCHF 2012 2011

Wages and salaries

–154 574

–129 593

Social security –22 778 –15 751

Expenses pension plan (defined contribution) –1 573 –867

Expenses pension plan (defined benefit) –5 161 –4 902

Share-based payment expenses –5 454 –5 288

Other long-term employee benefits –441 –383

Temporary personnel –6 683 –19 531

Other personnel expenses –17 998 –18 424

Personnel expenses –214 662 –194 739

6.24 Other operating expensesin TCHF 2012 2011

Rental costs

–12 931

–12 203

Maintenance and repair –6 004 –9 843

Vehicles and transportation expenses –9 524 –27 835

Property insurance, fees and contributions –4 890 –4 377

Energy and waste disposal expenses –4 620 –2 855

Administration expenses –9 901 –19 274

IT expenses –6 352 –8 728

Marketing expenses –6 384 –10 174

Loss on sale of property, plant and equipment –498 –812

Expenses for research and development –16 590 –20 019

Other operating expenses –26 144 –18 799

Other operating expenses –103 839 –134 920


6.25 Financial income and expensesin TCHF 2012 2011

Interests received

Cash and cash equivalents 974 4 083

Loans 4 4

Financial income 979 4 087

Interest paid

Liabilities banks –1 021 –3 869

Loans –163 –

Straight bond –3 859 –

Impairment on financial assets

Loans –329 –

Currency translation differences (net) –4 316 –16 816

Other financial expenses –516 –4 782

Financial expenses –10 204 –25 467

Financial result (net) –9 226 –21 380

6.26 Income taxesin TCHF 2012 2011

Income taxes

Current income taxes –10 825 –42 235

Deferred income taxes 39 516 8 051

Income taxes 28 691 –34 184

Reconciliation from expected to effective income taxes

Earnings before taxes (EBT) –144 594 70 009

Expected average weighted tax rate (%) 22.50% 22.50%

Expected income taxes 32 534 –15 752

Causes for variances:

Deviation from tax rate to expected tas rate of the Group 6 165 34 414

Waive of capitalisation of tax losses in reporting period –5 719 –7 996

Non-deductible expenses –2 489 –27 910

Change of deferred income tax rate in comparison to previous year –2 094 –774

Income tax in other accounting periods –677 204

Subsequent recognition of tax loss carry forwards from previous years 553 145

Write-off of tax losses –487 –16 556

Non-taxable income 425 158

Other effects 480 –117

Income taxes 28 691 –34 184

Effective income taxes % 19.8% 48.8%


The expected tax rate of 22.5% has been calculated from the probable income tax rates applicable to the operating companies in Switzerland, which may naturally change depending on the level of these companies’ individual profits.

The item “Deviation of tax rate from expected tax rate of the Group” was especially impacted in 2012 by the effect of realised losses made by foreign subsidiaries that are taxed at a higher rate.

“Non-deductible expenses” mainly relate to the fact that the earnings from the sale/liquidation of subsidiaries are taxed differently under local tax law compared with Group accounting.

The item “Deviation of tax rate from expected tax rate of the Group” was especially impacted in 2011 by the tax relief granted to Swiss companies and the effect of realised losses made by foreign subsidiaries that are taxed at a higher rate.

In the previous year, non-deductible expenses mainly related to goodwill impairment recognised at Roth & Rau AG and Roth & Rau B.V. Capitalised tax loss carry-forwards at Roth & Rau B.V. among others were also written off, as the expectation is that it will not be possible to use these (see also comments under 6.18 Deferred income taxes).

6.27 Currency translation differencesin TCHF 2012 2011

Other income

485

4 793

Cost of products and services 928 975

Other operating expenses 373 –1 012

Financial expenses –4 316 –16 816

Currency translation differences –2 530 –12 061

6.28 Earnings per sharein TCHF 2012 2011

Basic

Net profit attributable to shareholders of Meyer Burger Technology Ltd (in TCHF) –111 106 40 823

Weighted average number of ordinary shares (in 1,000) 47 628 46 948

Basic earnings per share in CHF –2.33 0.87

Diluted

Net profit attributable to shareholders of Meyer Burger Technology Ltd (in TCHF) –111 106 40 823

Weighted average number of ordinary shares (in 1,000) 47 628 46 948

Contingently issuable shares from option plan (in 1,000) – 407

Weighted average number of ordinary shares diluted (in 1,000) 47 628 47 355

Diluted earnings per share in CHF –2.33 0.86


Basic earnings per share are calculated by dividing earnings for the reporting period by the average number of outstanding shares. The dilution takes into account the possible influence of the conversion of options from the employee participation programme.

As at 31 December 2012 there were no issued options included in the calculation of the dilution, as the exercise prices of all options were higher than the average share price in 2012.

6.29 Contingent liabilitiesThere were contingent liabilities of TCHF 967 from potential purchase obligations from suppliers as at 31 December 2012 (2011: CHF 3.7 million).

In the context of the downlisting, i.e. the relocation of the admission of the shares of Roth & Rau AG from the regulated market (Prime Standard) of Frankfurt Stock Exchange and the simultaneous listing of Roth & Rau AG shares on the open market (Entry Standard), a legal case is pending before Leipzig Regional Court with regard to the setting of an appropriate cash settlement with a minority shareholder. The Executive Board of Roth & Roth AG is assuming that the legal action will be dismissed, not least on the basis of a decision of the Federal Constitutional Court of 11 July 2012 according to which a downlisting does not represent intervention in basic right to property. There are currently no signs that the case will be resolved imminently.

6.30 LeasesFuture liabilities from operating leasein TCHF 31.12.2012 31.12.2011

Due date in the following financial year

7 500

9 892

Due date from 1 to 5 years 19 883 24 387

Due date more than 5 years 30 607 22 688

Future liabilities from operating lease 57 990 56 967

Leasing expenses reflected in the income statement

Minimal lease payment 10 462 9 606

Conditional lease payment – –

Obligations arising from operating leases mainly relate to obligations for non-cancellable rights to build and to rental agreements. The largest item is the right to build agreement of Meyer Burger Ltd for the construction of new company premises in Thun. The agreement has a term of 99 years. The lease obligations for future building right interests total approximately CHF 29.7 million.

The expenses for operating lease obligations recognised in the income statement amounted to CHF 10.5 million in the reporting period (previous year: CHF 9.6 million).


6.31 Fire insurance valuesin TCHF 31.12.2012 31.12.2011

Inventories and equipment

299 475

362 271

Real estate 125 592 131 979

Fire insurance values 425 067 494 250

6.32 Business combinationsThere were no business combinations pursuant to IFRS 3 at Meyer Burger Group during 2012.

6.33 Significant shareholdersMeyer Burger Technology Ltd has the following significant shareholders: Shareholder Voting share

31.12.2012

Generation Investment Management LLP USA-New York > 5%

Peter Pauli CH-Möhlin 3.22%1

Platinum Investment Management Limited AUS-Sydney > 3%

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

1 The voting rights reflect the participation held by registered shares and restricted shares.


6.34 Compensation, participations and loans to members of the Board of Directors, Advisory Board and Executive Board (disclosure in accordance with the Swiss Code of Obligations)

6.34.1 Compensation to members of the Board of Directors2012

NamePosition in Board of Directors

Honorarium 1

(CHF)

Share-based compensation 2

(number)


(CHF)

Additional compensation 3

(CHF)

Social security 4

(CHF)Total

(CHF)

Peter M. Wagner

Chairman

203 000

7 647

104 382

276 169

4 301

587 852

Dr Alexander Vogel Vice Chairman 111 000 3 100 42 315 – 9 334 162 649

Rudolf Samuel Güdel Member 70 000 2 067 28 215 – 5 950 104 165

Peter Pauli Member 6) – – – – – –

Dr Dietmar Roth Member 7) 55 000 2 067 28 215 – – 83 215

Heinz Roth Member 93 000 2 067 28 215 – 7 851 129 066

Prof Dr Konrad Wegener Member 55 000 2 067 28 215 – 4 760 87 975

Total 587 000 19 015 259 555 276 169 32 196 1 154 920

2011

NamePosition in Board of Directors

Honorarium 1

(CHF)


(number)


(CHF)

Additional compensation 3

(CHF)

Social security 4

(CHF)Total

(CHF)

Peter M. Wagner

Chairman

203 000

2 500

93 125

244 200

20 425

560 750

Dr Alexander Vogel Vice Chairman 106 622 1 500 55 875 – 9 142 171 639

Rudolf Samuel Güdel Member 70 000 1 000 37 250 – 5 552 112 802

Peter Pauli Member 6) – – – – – –

Dr Dietmar Roth Member 7) – – – – – –

Heinz Roth Member 93 000 1 000 37 250 – 7 376 137 626

Rolf Wägli Member 8) 51 150 – – – 19 715 70 865

Prof Dr Konrad Wegener Member 55 000 1 000 37 250 – 4 362 96 612

Total 578 772 7 000 260 750 244 200 66 572 1 150 294

1 Fees as a member of the Board of Directors and as a member of the Board of Directors’s committees. 2 The shares were allocated at nominal value of CHF 0.05 on 5 April 2012. The share price at the time of the allocation was CHF 13.70. In calculating the total

compensation, the allocate shares were valued at CHF 13.65. The shares have a vesting period of two 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 more information to the share plan see Note 6.20.

3 The additional compensation for Peter M. Wagner in 2012 corresponds to the compensation for his function as CEO of Roth & Rau AG. The additional compensation for Peter M. Wagner in 2011 includes the compensation for the following services rendered:

– Consultancy services for Meyer Burger Technology Ltd until 3 October 2011. The compensation for this function totalled TCHF 31 in 2011. – Consultancy services for Somont GmbH for the development of the strategic positioning. The compensation for this function totalled TCHF 63 in 2011. – Chief Operating Officer (COO) for AMB Apparate+Maschinenbau GmbH until the end of March 2011. The compensation for this function was TCHF 45 in 2011. – CEO of Roth & Rau AG since 4 October 2011. The compensation for this function amounted to TCHF 105 in 2011.4 Contains governmental social security (AHV, ALV and FAK) on remunerations for Board members, on additional compensation and on shares under the share plan of

which the vesting period ended in the course of 2012. 5 The shares were allocated at a nominal value of CHF 0.05 on 7 July 2011. The share price at the time of the allocation was CHF 37.30. In calculating the total

compensation, the allocated shares were valued at CHF 37.25. The shares have a vesting period of two 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 more information to the share plan see Note 6.20.

6 The remuneration as a member of the Board of Directors of Peter Pauli is included in the compensation as member of the Executive Board.7 Dr Dietmar Roth is a member of the Board of Directors since 3 October 2011. For his function as a board member he is entitled to a compensation from 2012.8 Rolf Wägli was a member of the Board of Directors until 18 July 2011.


6.34.2 Compensation to members of the Technological Advisory Board2012

Name PositionHonorarium

(CHF)Total

(CHF)

Prof Dr Eicke Weber

Chairman

23 000

23 000

Dr Patrick Hofer-Noser Member 1 – –

Sylvère Leu Member 1 – –

Ralf Preu Member 15 000 15 000

Prof Dr Konrad Wegener Member – –

Total 38 000 38 000

2011

Name PositionHonorarium

(CHF)Total

(CHF)

Prof Dr Eicke Weber

Chairman 23 000

23 000

Dr Patrick Hofer-Noser Member 1 – –

Sylvère Leu Member 1 – –

Ralf Preu Member 15 000 15 000

Prof Dr Konrad Wegener Member – –

Total 38 000 38 000

1 The fees paid to Dr Patrick Hofer-Noser and Sylvère Leu for serving on the Advisory Board are included in their compensation as members of the Executive Board.

6.34.3 Compensation to members of the Executive Board2012

Name PositionBasic salary 1

(CHF)Bonus (CHF)


(number)


(CHF)

Compensation in kind 3

(CHF)

Social benefits

(CHF)Total

(CHF)

Peter Pauli

CEO

310 700

137 190

21 451

294 061

9 900

111 985

863 835

Other members of the Executive Board 4

755 300

338 060

31 207

425 976

23 485

240 633

1 783 453

Total 1 066 000 475 250 52 658 720 036 33 384 352 618 2 647 288

2011

Name PositionBasic salary 1

(CHF)Bonus (CHF)

Share related compensation 2

(number)

Share related compensation 2

(CHF)

Compensation in kind 3

(CHF)

Social benefits

(CHF)Total

(CHF)

Peter Pauli

CEO

310 700

263 500

10 000

372 500

9 330

119 547

1 075 577

Other members of the Executive Board 4

801 017

513 470

20 200

752 450

30 512

450 618

2 548 067

Total 1 111 717 776 970 30 200 1 124 950 39 842 570 165 3 623 644

1 Peter Pauli was a member of the Board of Directors until 14 January 2010 and again from 21 April 2011 onwards. His basic salary includes his contractually agreed fixed salary as CEO of the company and his pro-rata fee as a member of the Board of Directors.

2 The shares were allocated on 5 April 2012 (2011: 7 July 2011) with a par value of CHF 0.05. The share price at the time of issue was CHF 13.70 (2010: CHF 37.30). In calculating the total compensation, the allocated shares were valued at CHF 13.65 (2011: CHF 37.25). The shares have a vesting period of two years. Upon termination of an individual’s employment contract or Board membership, the shares for which the two-year vesting period has not yet expired will be returned to the company. For further information on the share plan, see Note 6.20. Peter Pauli was also granted 784 shares for his 10-year anniversary during 2012. The share price upon allocation of these 784 shares was CHF 15.25.

3 Compensation in kind includes the payment for private use of a company car. The sum declared in the salary statement for tax declaration under “private share of company car” was applied as a component of salary.

4 The Executive Board was expanded on 1 August 2011 to include the newly created post of Chief Operating Officer (COO). With effect from 1 April 2012, Dr Patrick Hofer-Noser assumed the function of Renewable Energy Systems Officer within Meyer Burger Group. He left the Executive Board of Meyer Burger Technology Ltd with effect from the same date. His share of compensation is included in the compensation of other members of the Executive Board accordingly up until 31 March 2012.


6.34.4 Compensation to related parties Balances and transactions between companies within the scope of consolidation (see Note 2.4) have been eliminated on consolidation and are not discussed in this Note. Details of transactions between a Meyer Burger company and other related parties are provided below.

Information on the allocation of shares and options to the Board of Directors and Executive Board is disclosed in detail in Note 6.34.1.

The company and Meyer Burger Ltd procure advisory services from the lawyers Meyerlustenberger Lachenal, among others. Dr Alexander Vogel, a member of the Board of Directors, is a partner in this law firm. The scope of the services performed came to TCHF 354 in 2012 and TCHF 1,218 in 2011.

In addition to serving as a member of the Board of Directors, Peter M. Wagner has been Chief Executive Officer of Roth & Roth AG since 4 October 2011. The compensation for this role totalled TCHF 280 in 2012. Mr Wagner provided the following 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 to TCHF 63 in 2011.

– Acting as temporary Chief Operating Officer (COO) of AMB Apparate + Maschinenbau GmbH up to the end of March 2011. Compensation for this amounted to TCHF 45 in 2011.

– Chairman of the Executive Board of Roth & Rau AG from 4 October 2011 onwards. Compensation for this amounted to 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. Services procured in 2012 amounted to TCHF 4,151 (2011: TCHF 4,399).

The company buys services from the Güdel Group. Rudolf Güdel is a member of the Board of Directors of Meyer Burger Technology Ltd. He owns an interest in the Güdel Group and is also a member of its Board of Directors. The total value of procured services during the 2012 reporting year was TCHF 679 (2011: TCHF 6,888). Companies in the Güdel Group purchased goods and services from Pasan SA in the amount of TCHF 4 in 2011.

The company performed services for the Solar Industries Group in 2011. Until 18 July 2011, Rolf Wägli was a member of the Board of Directors of Meyer Burger Technology Ltd. He was also a member of the Board of Directors of Solar Industries Group. Prior to Mr Wägli stepping down from the Board, services in the amount of TCHF 4,031 were performed in 2011.

The company buys services from CLS Communication AG (a wholly-owned subsidiary of CLS Corporate Language Services Holding AG). CFO Michel Hirschi is a member of the Board of Directors of CLS Corporate Language Services Holding AG. The services purchased came to TCHF 20 in 2012 (2011: TCHF 61).


Of the compensation to related parties described above, an amount of TCHF 4,132 (31 December 2011: TCHF 5,074) had not yet been paid as at 31 December 2012 and was recognised as a liability in the balance sheet. As at 31 December 2012 receivables due from related parties totalled TCHF 1,492 (31 December 2011: TCHF 928).

No unusual transactions were effected with either the main shareholders or other related parties.

6.34.5 Compensation to former Board membersNo compensation was paid to former Board members in 2012 or 2011.

6.34.6 Loans and credits to members of the Board of Directors or the Executive BoardAs of 31 December 2012 and 31 December 2011, there were no company loans or credits outstanding to the current members of the Board of Directors, the Technological Advisory Board or the Executive Board. There were also no loans or credits outstanding to former members of the Board of Directors or the Executive Board or any related party.

6.34.7 Participations in the company2012The members of the Board of Directors and the Executive Board (including related parties) held the following participations through shares, option rights and restricted shares in Meyer Burger Technology Ltd as of 31 December 2012:

Name Position

Registered shares

(number)Options 1

(number)

Restricted shares 2

(number)

Total participation 3

(in % of outstanding

shares)

Peter M. Wagner Chairman of the Board of Directors

16 876

25 000

10 147

0.11%

Dr Alexander Vogel Vice Chairman of the Board of Directors

57 168

15 000

21 100

0.19%

Rudolf Samuel Güdel Member of the Board of Directors

4 513

7 143

4 067

0.03%

Heinz Roth Member of the Board of Directors

17 002

10 000

3 067

0.06%

Dr Dietmar Roth Member of the Board of Directors

2 940

–

2 067

0.01%

Prof Dr Konrad Wegener

Member of the Board of Directors

3 537

3 571

4 067

0.02%

Peter Pauli Chief Executive Officer 1 220 784 – 331 567 3.22%

Bernhard Gerber Chief Operating Officer 2 920 35 000 12 267 0.10%

Michel Hirschi Chief Financial Officer 85 000 50 000 49 400 0.38%

Sylvère Leu Chief Innovation Officer – – 21 140 0.04%

1 Details of the options are shown in the table below.2 Details of shares not yet vested are shown in the table below.3 Total participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the participation (including options) as a percentage of the number of outstanding registered shares as of 31 December 2012.


Details of optionsDetails of total options held by the members of the Board of Directors and the Executive Board as of 31 December 2012:

Grant dateNumber of

optionsExercise price

(CHF) RatioVesting period Exercise period

07.09.2009

135 000

19.50

1 : 1

2 years

07.09.2011–06.09.2013

14.01.2010 10 714 6.41 1 : 1 various various.

The options were granted free of charge. They are non-transferable. Each option entitles the holder to subscribe for one registered share in Meyer Burger Technology Ltd. After the defined vesting period the options may be exercised during the exercise period, but only if the holder is an employee or Board member of the Company. Options that have not been exercised will expire after the end of the exercise period.

Details of shares in vesting period

Grant dateNumber of

shares Vesting until

05.04.2012

70 889

30.03.2014

07.07.2011 32 100 30.06.1203


2011The members of the Board of Directors, the Technology Advisory Board and the Executive Board (including related parties) held the following participations through shares, option rights and restricted shares in Meyer Burger Technology Ltd as of 31 December 2011:

Name Position

Registered shares

(number)Options 1

(number)

Restricted shares 2

(number)

Total participation 3

(in % of outstanding

shares)

Peter M. Wagner Chairman of the Board of Directors

4 000

50 000

5 000

0.12%

Dr Alexander Vogel Vice Chairman of the Board of Directors

65 000

30 000

3 000

0.21%

Rudolf Samuel Güdel Member of the Board of Directors

–

7 143 2 000

0.02%

Heinz Roth Member of the Board of Directors

10 000

10 000

2 000

0.05%

Dr Dietmar Roth Member of the Board of Directors

490 468

–

–

1.03%

Prof Dr Konrad Wegener

Member of the Board of Directors

–

3 571

2 000

0.01%

Prof Dr Eicke Weber Chairman of the Technology Advisory Board

–

10 000

–

0.02%

Peter Pauli Chief Executive Officer 1 220 000 – 310 900 3.21%

Bernhard Gerber Chief Operating Officer 420 35 000 6 500 0.09%

Michel Hirschi Chief Financial Officer 140 000 100 000 87 000 0.69%

Patrick Hofer-Noser Chief Technology Officer 217 714 61 607 12 500 0.61%

Sylvère Leu Chief Innovation Officer – – 10 600 0.02%

1 Details of the options are shown in the table below.2 Details of shares not yet vested are shown in the table below.3 Total participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the participation (including options) as a percentage of the number of outstanding registered shares as of 31 December 2011.

Details of optionsDetails of total options held by the members of the Board of Directors, the Technology Advisory Board and the Executive Board as of 31 December 2011:

Grant dateNumber of

optionsExercise price

(CHF) RatioVesting period Exercise period

04.11.2008

90 000

15.37

1 : 1

2 years

04.11.2010–04.11.2012

07.09.2009 145 000 19.50 1 : 1 2 years 07.09.2011–06.09.2013

14.01.2010 1 72 321 6.41 1 : 1 various various

1 The options issued in 2010 were options from the 3S Industries AG option plan which were acquired as part of the merger with 3S Industries AG and integrated into the Meyer Burger Technology Ltd option plan.

The options were granted free of charge. They are non-transferable. Each option entitles the holder to subscribe for one registered share in Meyer Burger Technology Ltd. After the defined vesting period the options may be exercised during the exercise period, but only if the holder is an employee or Board member of the Company. Options that have not been exercised will expire after the end of the exercise period.


Details of shares in vesting period

Grant dateNumber of

shares Vesting until

07.07.2011

37 200

30.06.2013

15.12.2010 37 300 30.11.2012

6.35 Disclosures on implementation of a risk assessment pursuant to the Swiss Code of Obligations

In its capacity as an international group, Meyer Burger Group is exposed to various financial and non-financial risks that are inextricably linked to its business activities. In the broadest sense, the risks are defined as the threat that it might not be possible for the Group to achieve its financial, operational or strategic aims as planned. In order to secure the Group’s long-term corporate success, it is therefore crucial that risks are identified effectively, analysed and either eliminated or limited by means of suitable measures.

Clearly defined management information and control systems are used to measure, monitor and control the risks to which Meyer Burger is exposed. Detailed reports are prepared on a half-yearly basis, and the Board of Directors is briefed accordingly. In 2012, the Board of Directors discussed the risk portfolio during two Board meetings.

For the purposes of guaranteeing effective risk management, transparency and the aggregation of risks in risk reporting, Meyer Burger has opted for a uniform and integrated approach 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 the loss are considered. Meyer Burger uses both quantitative and qualitative methods for this process, applying these on a uniform basis across the Group as a whole and thereby enabling risk assessments to be compared across different areas of the company. Based on the results for probability of occurrence and expected implications, a clear risk assessment matrix is drawn up.

6.36 Events after the balance sheet dateIn light of the continuing difficult market environment, Meyer Burger announced a new programme of optimisation and consolidation measures in November 2012. The employees affected by these measures in Switzerland had their contracts terminated in January 2013. As part of the implementation of these restructuring measures, a social plan was agreed with the employees concerned at the Thun site in January 2013. This plan encompasses bonuses based on the number of years’ service, termination payments for employees aged 55 or over, and one-off compensation payments per child and training allowance received by the employee. Additionally, the employees concerned will be supported by various bodies as they seek new employment, with the necessary activities in this regard having already begun. Meyer Burger anticipates costs of around TCHF 650 in relation to the benefits and support promised to these employees.

As described under Note 6.14, Meyer Burger Ltd concluded a CHF 30 million loan secured by mortgage certificates for the building in Thun during the first quarter of 2013. The loan secured by mortgage certificates will be paid out in the first quarter of 2013.


Report of the auditor


in TCHF 31.12.2012 31.12.2011

Assets

Current assets

Cash and cash equivalents 56 539 99 107

Treasury shares 2 277 719

Receivables intercompany 13 012 11 689

Other receivables third parties 702 920

Other receivables intercompany 198 139 162 244

Accruals 436 396

Total current assets 271 105 275 075

Total assets

Investments 384 070 383 715

Loans intercompany 27 940 36 491

Property, plant and equipment − 11

Intangible assets 910 910

Total long-term assets 412 920 421 127

Total assets 684 025 696 202

Liabilities and equity

Liabilities

Liabilities third parties 912 1 275

Liabilities intercompany 180 307 392

Deferrals 6 415 3 345

Long-term financial liabilities 129 201 −

Long-term provisions 344 234

Total liabilities 137 052 312 246

Equity

Share capital 2 407 2 386

Capital contribution reserves 235 636 229 685

General reserves −855 4 457

Reserves for treasury shares 7 383 2 090

Retained earnings 302 402 145 338

Total equity 546 973 383 956

Total liabilities and equity 684 025 696 202

Financial Statements Meyer Burger Technology LtdBalance sheet


Income statement

in TCHF 1.1.–31.12.2012 1.1.–31.12.2011

Income

Other operating income 15 151 12 412

Dividend income 170 000 111 498

Financial income 5 010 3 061

Interest income 9 904 8 529

Total income 200 065 135 500

Expenses

Personnel expenses 9 458 7 017

Compensation to the Board of Directors 629 613

Administration expenses 8 796 10 262

Financial expenses 14 434 3 288

Bank interest and fees 5 351 4 189

Loss from currency translations 4 322 16 725

Depreciation and amortisation 11 51

Taxes – –53

Total expenses 43 001 42 092

Net profit 157 064 93 408


Information on significant investmentsin TCHF 31.12.2012 31.12.2011

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 1 080 1 080


3S Swiss Solar Systems AG, Lyss

Purpose: Management and operation of companies in the area of solar energy

Share capital − 3 000 1


Pasan SA, Neuchâtel

Purpose: Manufacturing, purchase and sales of electronic, electromechanical and audiovisual solar power plants

Share capital 102 102


Meyer Burger S.L., Barcelona


Common stock 4 4


1 3S Swiss Solar Systems AG was merged with Meyer Burger Ltd on 01.07.2012.

Notes to the financial statements


in TCHF 31.12.2012 31.12.2011

Meyer Burger India Private Ltd, Pune Indien


Common stock 326 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 33


Other operating incomeOther operating income in fiscal year 2012 includes mainly management fees that were invoiced to the consolidated group companies.

Dividend incomeThe disclosed dividend income of TCHF 170,000 in fiscal year 2012 reflects the dividend payout for fiscal year 2011 that was authorised by the Ordinary General Meeting of Shareholders of Meyer Burger Ltd, Thun, on 10 May 2012.

Interest incomeThe disclosed interest income in fiscal year 2012 mainly includes the interest received for loans to consolidated group companies as well as interest income from banks and interest from short-term money market instruments.

Financial expensesThe disclosed financial expenses in fiscal year 2012 mainly include value adjustments of receivables as well as the valuation of treasury shares at the balance sheet date.

Loss from currency translationsNegative currency translation effects on the valuation of intercompany loans to foreign subsidiaries, which were granted during fiscal year 2012, led to a loss from foreign currency translations. This loss is primarily due to the new valuation of these intercompany loans.

Lease obligations not recorded in the balance sheetLease obligations not recorded in the balance sheet amounted to TCHF 191 in fiscal year 2012 and to TCHF 242 in the previous year.

Liabilities to pension fundsThere were no liabilities to pension funds.


Straight bondMeyer Burger Technology Ltd issued a straight bond in the amount of TCHF 130,000 in May 2012. The interest is 5 per cent, the bond matures in May 2017.

Guarantees, pledged assets, binding letter of comfortAs at 31 December 2012, Meyer Burger Technology Ltd guarantees for a syndicated credit line for Meyer Burger Ltd with a maximum of TCHF 180,000. The syndicated loan agreement was renegotiated in the first quarter of 2013 and the credit limit was reduced to a maximum of CHF 150 million. At the same time, it also reduced the guarantee by Meyer Burger Technology Ltd on the amount mentioned. Details to the new loan agreement are available on page 112 in the Notes to the consolidated financial statements.

Meyer Burger Technology Ltd guarantees a credit line with Credit Suisse of TEUR 1,016 for Meyer Burger Ltd with a pledge (Faustpfandverschreibung) up to a maximum amount of TEUR 1,070.

Meyer Burger Technology Ltd is borrower of two guaranteed facilities from German financial institutions in an amount of EUR 25 million each (total EUR 50 million). The guaranteed facilities can be drawn by subsidiaries by way of pledges/guarantees for advance payments, warranties and completions. They cannot be drawn for collateralisation of loans. The use of the guarantee facilities amounted to a total of EUR 19 million as of 31 December 2012.

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 maximum amount of EUR 50 million, should such need arise. Out of this amount, Roth & Rau group companies have drawn EUR 19.2 million as of 31 December 2012.

Meyer Burger Technology Ltd guarantees the fleet master agreement with a global guarantee of TCHF 2,000 and for the OTC contract with Credit Suisse with TCHF 1,500.

Share capital The share capital of Meyer Burger Technology Ltd as of 31 December 2012 is divided into 48,143,018 registered shares with a nominal value of CHF 0.05. The share capital is fully paid in.

Conditional share capitalIn accordance with Article 3b of the Company’s Articles of Association, dated 26 April 2012, the share capital may be increased by a maximum amount of CHF 127,058.35 by means of the issuance of no more than 2,541,167 fully paid-in registered shares with a nominal value of CHF 0.05 each, by virtue of the exercise of option rights granted to employees and members of the Board of Directors of the Company or of group companies in accordance with a plan to be worked out by the Board of Directors. The preferential rights of the shareholders shall be excluded. The new registered shares shall be subject to the restrictions set forth in Article 4 of the Articles of Association (in reference to limitations for registration in the share register).

In accordance with Article 3c of the Company’s Articles of Association, dated 26 April 2012, the share capital may be increased by a maximum amount of CHF 200,000.00 by means of the 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 with


convertible bonds, bonds with option rights or similar financial market instruments of the Company or of group companies.


The acquisition of shares through the exercise of conversion and/or option rights and each subsequent transfer of the shares shall be subject to the restrictions set forth in Article 4 of the 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 in priority to convertible bonds, bonds with option rights or similar financial market instruments when they are issued, if:

1) 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 enterprise or 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 offering to the public without preferential subscription rights seems to be the most appropriate form of issue at the time, particularly in terms of the conditions or the time plan of the issue.

If preferential subscription rights are denied by decision of the Board of Directors, the following shall apply:

1) 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

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

Authorised share capitalIn accordance with Article 3a of the Company’s Articles of Association, dated 26 April 2012, the Board of Directors is entitled to increase the share capital of the Company by not more than CHF 240,000.00 until 26 April 2014 by virtue of the issuance of a maximum of 4,800,000 fully paid-in registered shares with a nominal value of CHF 0.05 each.

The Board of Directors is entitled (including in the case of a public offer for shares of the Company) to limit or exclude the preferential subscription rights of the shareholders and to allocate them to third parties, if the new shares are to be used:

1) for the acquisition of enterprises, parts of enterprises, participations or for new investment plans, or in the case of a placement of shares for the financing or refinancing of such transactions;

2) for the purpose of the participation of strategic partners or investors;

3) in order to quickly and flexibly raise equity capital, which would be difficult to achieve with preferential subscription rights.


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

Treasury shares

in TCHF No. of shares Price per shareValue of

treasury shares

01.01.2011

45 521 12.60 574

Repurchase of employee shares 6 680 24.06 161

Issuance of employee shares –1 230 12.60 –15

31.12.2011 50 971 719

Repurchase of employee shares 33 631 23.22 781

Purchase of treasury shares 694 266 15.09 10 476

Issuance of employee shares –7 537 –16.89 –127

Sale of treasury shares –434 536 –15.50 –6 735

31.12.2012 1 336 795 5 113

Value adjustment

–2 837

31.12.2012 2 336 795 2 276

Shares of Meyer Burger Technology Ltd held by subsidiaries

in TCHF No. of shares Price per shareValue of

treasury shares

01.01.2011

–

–

–

Increase through share participation plan 2010 3 21 550 28.85 622

Increase through share participation plan 20114 21 180 37.25 789

Decrease through share participation plan 2010 5 –900 28.85 –26

Decrease through share participation plan 20115 –360 37.25 –13

31.12.2011 41 470 – 1 371

Increase through share participation plan 2012 6 109 471 13.65 1 494

Decrease through share participation plan 2010 5 –20 650 28.85 –596

31.12.2012 1 130 291 – 2 270

1 Valued at historical costs2 Valued at closing rate as per 31 December 20123 Share participation plan 2010: The shares were allocated at CHF 28.85 on 15.12.2010. The shares were issued out of

the conditional capital and issuance to the subsidiaries took place on 15 March 2011. The shares have a vesting period of two years starting from the date of the allocation.

4 Share participation plan 2011: The shares were allocated at CHF 37.25 and have a vesting period of two years starting from the date of the allocation.

5 If employees leave the Company, the shares for which the two year vesting period has not expired, will revert to the Company. The Company will compensate the German subsidiary with the price as per the date of the issuance.

6 Share participation plan 2012: The shares were allocated at CHF 13.65 and have a vesting period of two years starting from the date of the allocation.


Capital contribution reservesOut of the total amount of TCHF 235,636 as of 31 December 2012, TCHF 229,685 were approved by the tax authorities for the capital contributions and are therefore available for distribution free of value added tax.

Significant shareholdersShareholder Voting rights

31.12.2012

Generation Investment Management LLP UK-London > 5%

Peter Pauli CH-Möhlin 3.22% 1

Platinum Investment Management Limited AUS-Sydney > 3%

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

1 The voting rights reflect the participation held by registered shares and restricted share.


Compensation, participations and loans to the members of the Board of Directors, the Advisory Board and the Executive Board (Disclosure in accordance with Swiss Code of Obligations)For details to the compensation please refer to the Notes of the consolidated statements on page 149 of this Annual Report.

Information on the procedure of a risk assessmentFor a description of the risk management, please refer to page 155 in the Notes to the consolidated financial statements.


in TCHF 2012 Proposal by the

Board of Directors

2011 Resolution by the General Meeting of Shareholders

For decision by the General Meeting

Balance carried forward from the previous year 145 338 51 930

Net profit for the period 157 064 93 408

Distributable profits 302 402 145 338

Proposal by the Board of Directors

Allocation to the capital reserves – –

Balance to be carried forward 302 402 145 338

Distributable profits 302 402 145 338

Proposal by the Board of Directors for the appropriation of distributable profits


Five-Year Summary

Meyer Burger Groupin TCHF 2012 2011 2010 2009 2008

Consolidated income statement

Incoming orders 223 396 876 788 1 329 828 193 748 575 541

Order backlog (as of 31 December) 405 535 909 881 1 048 535 516 367 829 832

Net sales 645 242 1 315 039 826 005 420 943 448 378

Operating income after costs of products and services 285 331 608 026 408 752 170 076 183 829

in % of net sales 44.20% 46.2% 49.5% 40.4% 41.0%

Earnings before interest, taxes, depreciation and amortization (EBITDA) –33 170 278 367 187 535 63 323 82 663

in % of net sales –5.1% 21.2% 22.7% 15.0% 18.4%

Earnings before interest and taxes (EBIT) –135 375 116 686 127 851 41 314 60 138

in % of net sales –21.0% 8.9% 15.5% 9.8% 13.4%

Earnings before taxes (EBT) –144 594 70 009 93 369 39 317 49 858

Net result –115 904 35 825 97 949 29 177 35 017

Consolidated balance sheet (as of 31 December)

Total assets 1 100 797 1 377 352 1 066 799 460 195 398 776

Current assets 390 628 641 938 624 564 283 745 284 651

Long-term assets 710 170 735 414 442 234 176 450 114 124

Current liabilities 242 015 486 898 372 300 178 178 205 773

Non-current liabilities 230 725 127 920 51 572 85 730 67 286

Equity 628 057 762 534 642 927 196 287 125 717

Equity ratio 57.1% 55.4% 60.3% 42.7% 31.5%

Cash Flow Statement

Cash flow from operating activities –168 013 218 758 347 520 55 265 22 747

Cash flow from investing activities –67 997 –320 096 10 147 –50 794 –57 665

Investments in property, plant and equipment –59 399 –62 671 –16 495 –5 845 –16 165

Cash flow from financing activities 111 583 –38 020 –53 557 48 851 11 733

Employees 1

No. of employees (as of 31 December) 2 186 2 791 1 276 738 630

Net sales by employee in CHF 258 651 716 639 849

Operating income after costs of products/services by employee in CHF 114 301 355 258 348

1 Employees refers to fulltime equivalent basis (FTE)

Market capitalisationin CHF million

Share price performance since IPO (November 2006)

Meyer Burger Technology Ltd

SPI Index

SPI index rebased to MBTN share priceSource: Swissquote–100%

355%

127%

582%

809%

0

20

10

30

40

1036% 50

2008

2009

2010

2011

2012

2006

2010

2011

2012

2009

2008

0

500

1000

1500


Information for Investors and the Media

Important dates

25 March 2013: Publication Fiscal Year Results 2012 Press and Analyst Conference, SIX Swiss Exchange, Zurich

25 April 2013: Ordinary Annual General Meeting, Stade de Suisse, Berne

15 August 2013: Publication Half-Year Results 2013, Press and Analyst Conference, SIX Swiss Exchange, Zurich

Contact AddressMeyer Burger Technology LtdSchorenstrasse 39CH-3645 Gwatt (Thun)Switzerland Phone +41 33 221 28 00 Fax +41 33 221 28 08 Email [email protected]

Investor RelationsMichel Hirschi Chief Financial Officer Phone +41 33 221 28 00 Fax +41 33 221 28 08 Email [email protected]

Media RelationsWerner Buchholz Head of Corporate Communications Phone +41 33 221 28 00 Fax +41 33 221 28 08 Email [email protected]

Ingrid Carstensen Corporate Communications Phone +41 33 221 28 00 Fax +41 33 221 28 08 Email [email protected]

Details to the registered shares

Swiss valor number 10850379ISIN CH0108503795Listing SIX Swiss ExchangeTicker Symbol MBTNReuters MBTN.SBloomberg MBTN SW Nominal value per registered share CHF 0.05Number of outstanding shares 48 143 018 as of 31 December 2012Share price high/low 2012 CHF 19.45 / CHF 5.60Year end closing price 2012 CHF 6.76

Details to the 5% straight bond 2017

Swiss valor number 18498778ISIN CH0184987789Listing SIX Swiss ExchangeTicker Symbol MBT12Reuters MBTN Bloomberg MBTNSW Coupon 5.00% p.a. Issued amount CHF 130 000 000Maturity 24 May 2017Bond price high/low 2012 105.00% / 86.55%Year end closing price 2012 94.00%

Further Information

Accounting Standard IFRSAuditors PricewaterhouseCoopers AG


Adress Details

Group companies

Meyer Burger Technology Ltd (Holding) Schorenstrasse 39, 3645 Gwatt (Thun), Switzerland Phone +41 33 221 28 00, Fax +41 33 221 28 08, Email [email protected], www.meyerburger.com

AIS Automation Dresden GmbH Otto-Mohr-Strasse 6, 01237 Dresden, Germany Phone +49 3512 1660, Fax +49 3512 1663 000, Email [email protected] www.ais-automation.com

Diamond Materials Tech, Inc. 3505 N. Stone Ave., Colorado Springs, CO 80907, USA Phone +1 719 570 1150, Fax +1 719 570 1176, Email [email protected], www.dmt-inc.com

Hennecke Systems GmbHAachener Strasse 100, 53909 Zuelpich, Germany Phone +49 2252 9408 01, Fax +49 2252 9408 98, Email [email protected], www.hennecke-systems.de

Meyer Burger Ltd Schorenstrasse 39, 3645 Gwatt (Thun), Switzerland Phone +41 33 221 21 00, Fax +41 33 221 25 10, Email [email protected], www.meyerburger.ch

Meyer Burger Trading (Shanghai) Co. Ltd 17th F, Building 1, Guosheng Center, No. 5, Lane 388 Daduhe Road, Putuo District, Shanghai, China, 200062 Phone +86 21 2221 7250, Fax +86 21 6350 4715, Email [email protected], www.meyerburger.com/en/

Pasan SARue Jaquet-Droz 8, 2000 Neuchâtel, Switzerland Phone +41 32 391 16 00, Fax +41 32 391 16 99, Email [email protected], www.pasan.ch

Roth & Rau AGAn der Baumschule 6-8, 09337 Hohenstein-Ernstthal, Germany Phone +49 3723 6685 0, Fax +49 3723 6685 100, Email [email protected], www.roth-rau.de

Roth & Rau B.V.Luchthavenweg 10, 5657 EB Eindhoven, Netherlands Phone +31 4025 81581, Fax +31 4025 09855, Email [email protected], www.roth-rau.com

MicroSystems GmbHGewerbering 3, 09337 Hohenstein-Ernstthal, Germany Phone +49 3723 4988 0, Fax +49 3723 4988 25, Email [email protected], www.microsystems.de

Muegge GmbHHochstrasse 4-6, 64385 Reichelsheim, Germany Phone +49 6164 9307 0, Fax +49 6164 9307 93, Email [email protected], www.muegge.de

Roth & Rau – Ortner GmbH Manfred-von-Ardenne-Ring 7, 01099 Dresden, Germany Phone +49 3518 8861 0, Fax +49 3518 8861 20, Email [email protected], www.roth-rau.com/ortner

Somont GmbH Im Brunnenfeld 8, 79224 Umkirch, Germany Phone +49 7665 9809 7000, Fax +49 7665 9809 7999, Email [email protected], www.somont.com

Sales and Service companies

Meyer Burger Trading (Shanghai) Co. Ltd 17th F, Building 1, Guosheng Center, No. 5, Lane 388 Daduhe Road, Putuo District, Shanghai, China, 200062 Phone +86 21 2221 7250, Fax +86 21 6350 4715, Email Sales: [email protected], Email Service: [email protected], www.mb-services.ch

MB Systems Co. Ltd 7F, Othrys B/D, 154-3, Samsung-dong, Gangnam-gu, Seoul 135-090, Korea Phone +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, Taiwan Phone +886 3 657 86 12, Fax +886 3 657 85 24, Email [email protected], www.meyerburger.com/en/

Meyer Burger India Private Ltd 14 Commerce Avenue, Mahaganesh Colony, Paud Road, 411 038 Pune, India Phone +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, USA Phone +1 908 496 8999, Fax +1 908 496 8998, Email [email protected], www.meyerburger.com/en/

Service companies

Meyer Burger KK Ishikawa Building 4F, 2-5-5 Kudan Minami, 102-0074 Chiyoda-ku, Tokyo, Japan Phone +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, USA Phone +1 503 645 3200, Fax +1 503 645 6707, Email [email protected], www.mb-dwsclicingsystems.com

MB Services Pte. Ltd20, Tuas South Avenue 14, 637312 Singapore, Singapore Phone +65 6686 2170, Fax +65 6686 2173, Email [email protected], www.meyerburger.com/en/


Declaration on Forward-Looking StatementsThis Report contains statements that constitute “forward-looking statements”, relating to Meyer Burger. Because these forward-looking statements are subject to risks and uncertainties, the reader is cautioned that actual future results may differ from those expressed in or implied by the statements, which constitute projections of possible developments. All forward-looking statements are based only on data available to Meyer Burger at 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 be viewed online: www.meyerburger.com

Publishing DetailsPublisher: Meyer Burger Technology Ltd, Gwatt (Thun)Concept: Tolxdorff & Eicher Consulting, Horgen Creation/design/production: Linkgroup, ZurichSustainability advisor: sustainserv, Zurich and BostonTranslation: CLS Communication AG, Basel

© Meyer Burger Technology Ltd 2013

Climate neutral manufactured by Linkgroup.

Meyer Burger Technology LtdSchorenstrasse 39CH-3645 Gwatt (Thun)[email protected]

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