Annual Report 2011/12 25th year · Infranor Group Annual Report 2011/2012 3 Infranor Inter...

Annual Report 2011/1225th year

Responsible for Investor Relations:Nicolas EichenbergerChairman of the Board of Directors

Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71

[email protected]

Infranor Inter Ltd.Glatttalstrasse 37CH-8052 Zurich

Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71

www.infranor.com

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Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71

[email protected]

Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich

Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71

www.infranor.com

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Contents

2 Key figures for the Infranor Group

3 Securities of Infranor Inter Ltd.

4 Profile

6 The Financial Year 2011/2012

12 Infranor Division

14 Cybelec Division

17 Corporate Governance

29 Financial Report of the Infranor Group

51 Financial Report of Infranor Inter Ltd.

62 Addresses

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2

Key Figures

Infranor Group 1,000 CHF 07/08 08/09 09/10 10/11 11/12

Sales 75,564 54,050 39,041 49,260 46,399

Change versus previous year as % 6.0 – 28.5 – 27.8 26.2 – 5.8

Gross profit as % of sales 56.8 58.0 61.3 58.7 56.5

EBIT 5,402 – 8,241 1,962 4,875 3,391

Change versus previous year as % 19.2 n.a. 123.8 148.5 – 30.4

as % of sales 7.1 – 15.2 5.0 9.9 7.3

Net profit/(loss) 2,790 – 9,258 – 148 1,873 1,112

Change versus previous year as % 26.7 n.a. 98.4 n.a. – 40.6

Return on sales as % 3.7 – 17.1 – 0.4 3.8 2.4

Cash flow from operating activities 5,205 3,210 – 2,489 3,375 2,790

Change versus previous year as % 665.4 – 38.3 n.a. n.a. – 17.3

as % of sales 6.9 5.9 – 6.4 6.9 6.0

Total assets 48,248 40,270 34,850 34,530 30,685

Shareholders’ equity 14,033 2,921 2,262 3,112 3,438

Equity ratio (%) 29.1 7.3 6.5 9.0 11.2

Return on equity (%) 25.6 – 109.2 – 5.7 69.7 34.0

Average number of employees 299 177 179 208 207

Infranor Group Annual Report 2011/2012

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3Infranor Group Annual Report 2011/2012

Infranor Inter Securities

Infranor Group 1,000 CHF 07/08 08/09 09/10 10/11 11/12

Sales 75,564 54,050 39,041 49,260 46,399

Change versus previous year as % 6.0 – 28.5 – 27.8 26.2 – 5.8

Gross profit as % of sales 56.8 58.0 61.3 58.7 56.5

EBIT 5,402 – 8,241 1,962 4,875 3,391

Change versus previous year as % 19.2 n.a. 123.8 148.5 – 30.4

as % of sales 7.1 – 15.2 5.0 9.9 7.3

Net profit/(loss) 2,790 – 9,258 – 148 1,873 1,112

Change versus previous year as % 26.7 n.a. 98.4 n.a. – 40.6

Return on sales as % 3.7 – 17.1 – 0.4 3.8 2.4

Cash flow from operating activities 5,205 3,210 – 2,489 3,375 2,790

Change versus previous year as % 665.4 – 38.3 n.a. n.a. – 17.3

as % of sales 6.9 5.9 – 6.4 6.9 6.0

Total assets 48,248 40,270 34,850 34,530 30,685

Shareholders’ equity 14,033 2,921 2,262 3,112 3,438

Equity ratio (%) 29.1 7.3 6.5 9.0 11.2

Return on equity (%) 25.6 – 109.2 – 5.7 69.7 34.0

Average number of employees 299 177 179 208 207

Key stock figures 07/08 08/09 09/10 10/11 11/12

Number of bearer shares as at 30.4. 775,496 776,996 776,996 776,996 776,996

Share capital as at 30.4. million CHF 15.5 15.5 15.5 15.5 15.5

Dividend per bearer share CHF 2.00 0.00 0.00 0.50 0.50

Payout ratio % 54.8 0.0 0.0 20.4 34.4

Consolidated EBIT per share CHF 6.97 n.a 2.56 6.37 4.43

Consolidated earnings per share CHF 4.00 n.a n.a 2.45 1.45

Consolidated equity per share CHF 18.09 3.76 2.91 4.01 4.42

P / E ratio 11.3 – 2.2 – 117.4 10.8 16.2

Stock prices CHF 07/08 08/09 09/10 10/11 11/12

High 51.75 45.00 33.00 28.00 29.90

Low 40.00 20.30 19.10 19.20 15.00

As at 30.4. 45.00 26.95 22.70 26.45 23.55

Market capitalisation Million CHF 07/08 08/09 09/10 10/11 11/12

As at 30.4. 34.9 20.9 17.6 20.6 18.3

Key figures convertible bond 07/08 08/09 09/10 10/11 11/12

Number of bonds at year-end 338,016 332,016 435,930 435,930 435,930

Number of bonds converted

in the course of the year 530,284 6,000 0 0 0

Prices

High in % 112.00 105.00 101.25 107.00 104.00

Low in % 107.00 92.50 99.50 100.00 103.00

As at 30.4. in % 110.50 98.50 100.00 104.00 103.50

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4

Activities

Infranor, which was established in 1941, has fo-cused its activities on the automation of mechan-ical processes in industry since 1959.

Infranor automation solutions provide quick, precise individual movements in machines an-doverall control of machinery, systems and equipment used in industrial manufacturing, the packaging industry, industrial handling, the process industries for food, chemicals, pharma-ceuticals and textiles, plastic and paper process-ing as well as in medical and nuclear engineer-ing. Thanks to a wide range of experience in many different application areas, Infranor is also in a position to take on markets with new de-mands at any time. Infranor sells automation so-lutions ranging from individual components to entire systems that have been developed and adapted in accordance with customer require-ments. In these applications, Infranor mainly uses its own servo motors, electronic systems, controllers and software. These components drive, regulate and control movements, coordi-nate multiple axes and control entire machines.

Infranor’s target is to achieve a high level of value creation by providing applications in for-wardlooking niche markets that require exten-sive know-how, excellent engineering skills and flexibility for product adaptations.

Core competence

Infranor’s core competence is in intelligent me-chatronics: electronic signals are converted into controlled movements, and the interaction thereof is then coordinated in programmable-systems. Infranor combines the synergies of dif-ferent engineering disciplines with this me-chatronic approach. This core competence applies to all of the Infranor Group’s activities.

Organisation

The Infranor Division forms a worldwide net-work of independent operational units that pro-vide customer-specific optimised industrialauto-mation solutions. Each local company has autonomous, extensive problem-solving exper-tise in the use of individual components and combinations thereof and for creating entire sys-tems. The scope of its work includes engineer-ing, the sale of Infranor products and comple-mentary products and service. The Infranor Support Centre in Switzerland is available to them for dealing with complex problems.

Infranor development and production units pro-vide sophisticated, self-developed base products that can be adapted to customer requirements.Their components can be systematically com-bined with other Infranor products. With their know-how, they represent a source of important technical support for the engineering activity.

Infranor – added value with controlled motion

Infranor Group Annual Report 2011/2012 Profile

Profile

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5

Cybelec Division

The Cybelec Division is a world market leader for the continuous automation of bending presses based on numeric controllers. Cybelec has acquired this position by means of a range of products that covers all aspects of bending presses. Cybelec is a leader in every product category – from entry level to mid range and the high end.

To its customers, Cybelec is a full-range provider of everything that has to do with bending presses, with electric drives and electronics. Since 2006, Cybelec also provides machine con-trollers for the machine-tool industry under the brand name FASTware.

Markets

The Infranor Group supplies manufacturers of all kinds of production materials. The compa-ny’s main sales territories are the three primary geographical markets for automation: Europe, Asia and North America. The total volume of these markets for servo motors, drivers, regula-tors, controllers and electronic system compo-nents is several billion Swiss francs. The activi-ties of the Infranor Group in the automotion market are concentrated on niches in which it works out optimum solutions in close technical collaboration with customers.

Strategy

Both divisions address their customers directly and specifically via the Internet and technical exhibitions. Synergies between the two divisions are actively exploited.

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The Infranor Division operates as an industry independent specialist for automation solutions. Servo motors with intelligent drivers and super-visory controllers from our own development and production are the main products being used.

The Cybelec Division operates as an industry re-lated full-range supplier that employs non-In-franor sales channels.

Both divisions aim to achieve growth that is or-ganic and also possibly through acquisitions (should the opportunity arise). The main focus of the Infranor Division is on increasing its mar-ket share by means of new products and special application solutions. The division increases its market presence be reinforcing existing sales structures and making fill-in acquisitions wher-ever possible. Geographical expanding is also a possibility. As well as increasing its share of the market, the Cybelec Division seeks to expand in-side and outside the sheet-metal processing in-dustry and particularly by expanding into re-lated processes and new niche markets.

Financial targets

The growth strategy of the Infranor Group is mainly oriented to increasing profits. The plan is to achieve an EBIT margin of more than 10 percent in the medium term. The prerequi-sites for this are a profitable increase in sales, conscientious margin management and careful monitoring of operating costs.

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Infranor Group Annual Report 2011/2012 Profile

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6

servomotors and electronic movement controls through to programmable logic controllers, dig-ital controls and a whole series of professional software (communication networks, field buses and operator dialogues). In a nutshell, Infranor’s focus is the capital goods industry.

Infranor is positioned in promising niches which demand increased automation, modularity, miniaturisation and dynamism. Its customers are active in a broad range of areas such as robotics, electronics, micro-technology, packaging, tex-tiles, medicine, foodstuffs, new materials and simulators.

Celebration

Infranor Inter Ltd, holding company of the In-franor Group, celebrates its 25 years as a listed company on the Swiss Stock Exchange. However, this anniversary is just one of the landmarks in Infranor’s long lifetime.

The “Lighting” Division

From its establishment in 1941, the fully owned subsidiary of motor vehicle industry specialist Perrot Duval & Cie in Geneva focused its devel-opment on the production of car headlights. As well as promising better night-time visibility, the patents taken out in this respect above all fore-saw an end to the difficult problem of dazzling. This was an attractive aspect, as it opened up the possibility of placing production licences abroad.

With markets deemed as being too competitive, Infranor rapidly abandoned its developments in the field of car headlights and street lighting, applying its patents, made use of under the “In-franor” brand, to more powerful projectors for illuminating large areas, structures or specific objects.

The 2011/2012 Financial Year

Infranor Group Annual Report 2011/2012 Financial Year 2011/2012

Activities and strategy

Automation has existed at many levels for a long while; in industry – Infranor’s area of expertise – but also in everyday life, from transport and energy production right through to healthcare. Each field has its own particular requirements in terms of automation based on specific needs arising from e.g. increased life expectancy, the regulation of the use of fossil fuels, etc. The pos-sibilities are far from being exhausted as new areas of application are discovered every day.

Industrial automation guarantees the operation of production machinery without human inter-vention. It represents a global market that is un-dergoing continuous development for several reasons, in particular the following:

It cuts down on workload while increasing pro-ductivity and maintaining quality,

It makes work easier,

It enables new sectors of activities and new mar-ket opportunities to be defined, often following accelerated technological developments (miniaturisation, etc.).

Automation must remain flexible, effective and smart to best adapt to the approaches taken by different business lines or to customers’ specific requirements. Therefore, within an automated environment, the expertise of each individual employee can be expressed usefully and fully in respect of the part he plays in the automation processes at the company in which he works as well as the time freed up to focus on other activ-ities within this company.

The Infranor Group has kept true to its original vocation of industrial automation. Today, it sup-plies complete systems which encompass the en-tire range of industrial control/command prod-ucts from measurement sensors, control

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7

The “Automation” Division

In 1959, the Group steered its activities towards industrial electronics, later to become known as “Industrial Automation”. That year, Infranor S.A. acquired industrial electronics laboratory Electravia, which had been set up in Geneva a few years earlier by Bill Lear (inventor of the au-topilot and, later, father of the Learjet). In the pipeline, Electravia had an agency agreement in Switzerland for a very low-inertia, iron-free mo-tor with printed circuit board, which had been developed by the Société d’Electronique et d’Automatisme (SEA) in Paris and was still at a virgin prototype stage. This motor, combined with the imagination of Infranor employees keen to master cutting-edge technologies and the application of progress in electronics to in-dustrial automation – cathode-ray tubes gave way to transistors from 1960 – enabled it to depart on the conquest of the unique position that it now holds in the industrial automation sector.

In 1961, led by a Board of Directors keen to ex-pand Infranor’s business (including Rudolph Schüpbach, director of electronics of the BBC Group in Baden, and Pierre Rüttimann of the Bobst Group), the Division began to develop an extremely rapid-wind punched tape reader, equipped with a new SEA ultra-low-inertia mo-tor. This reader was designed in particular to en-ter data into digital controls for machine tools.

Participation at trade fairs and exhibitions was of primary importance, as a promising market was just opening up. Only two exhibitors had readers on display at the Paris and Brussels Ex-hibitions of 1960, for example, whereas, there were 25 at the same exhibitions two years later! In 10 years, Infranor produced 894 readers for entering data into digital controls for machine tools and for automated testing for some 120 customers.

Between 1950 and 1970, Infranor’s round-shaped projectors with their uniform, adjusta-ble, rectangular light beams were everywhere. Infranor’s “Lighting” Division accomplished a large number of often prestigious projects. In Europe, for example, these included huge sites such as that of the Grande Dixence Dam, the Cité Satellite de Meyrin housing development, the Jet d’Eau fountain in Geneva, cathedrals (Geneva, Lausanne, etc.), the Eiffel Tower, Ver-sailles and several châteaux in the Loire Valley, Notre Dame Cathedral in Paris and the Forum in Rome, as well as the Sphinx in Egypt. Infranor projectors were on the Prince’s Palace of Mo-naco and the mausoleum of Kemal Atatürk, as well as in the Ivory Coast and Brasilia. They illu-minated vast stadia such as Barcelona’s Nou Camp and Geneva’s Stade des Charmilles and lined a number of airport approach routes in-cluding those at Geneva-Cointrin, Amsterdam-Schiphol and Loddes.

The company also enjoyed great success on North American soil, with five major bridges in New York (Verrazano-Narrows Bridge, Tribor-ough Bridge, Bronx-Whitestone Bridge, Throgs Neck Bridge and George Washington Bridge) as well as the Bell Tower of Washington National Cathedral, the Seattle Space Needle (Washing-ton), the Tower of Memories in Denver (Colo-rado), and with projectors at the Mormon Tem-ple in Salt Lake City (Utah) and at the Liberty Memorial in Kansas City (Missouri). On 12 Sep-tember 1966, the San Diego Chargers’ stadium, equipped with over 400 Infranor projectors, was the first stadium to enable television broadcast-ing in colour.

Towards the end of the 1960s, the advent of pow-erful, economical and long-life gas lamps shifted the focus of expertise in this sector towards lamp manufacturers. Infranor sold the US depart-ment of its “Lighting” Division to one of its com-petitors in 1973, and gradually withdrew from the lighting industry in Europe.


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8

With its highly decentralised management ap-proach, Infranor entrusted the new activities to specialist, competent executives who could mas-termind their future. Pierre Zähner, the first Chairman of the Board of Infranor Inter Ltd in 1987, became one such person in 1969. He im-mediately created several commercial structures starting with Germany, in order to guarantee a presence within the Common Market.

The Group sold tape readers to numerous dig-ital control manufacturers, before becoming a machinery manufacturer with a “printed circuit router” in the early 1970s, converting itself into an original equipment manufacturer (OEM) for a certain time. It transformed a former garage in Lourdes (France) into a small factory to man-ufacture this product, then, from 1973 onwards, to carry out the entire electromechanical pro-duction and, more particularly, the manufacture of tape readers, which until that time had been carried out in rented premises in Geneva.

In 1973, Infranor secured an agency agreement for motors in Switzerland and Germany as well as a production and licensing contract in North America for a flat DC servomotor manufactured by Mavilor Iberica, a Spanish company belong-ing to the French group, Marine Wendel. The latter sold its Spanish investment, holding rights and know-how pertaining to these motors, to In-franor in 1980.

Around 1975, Infranor became aware that its ex-pertise with and commercialisation of the Mavilor motor would enable it to concentrate uniquely on the axis control system without hav-ing to “accompany it” with a finished machine. This realisation enabled it to consider venturing into new and more buoyant areas of activity out-side the machine tool sector, essentially applica-tions in the field of industrial robotics in Ger-many. The servomotor thus enabled it to pursue the development of all the other basic compo-nents included in assemblies, sub-assemblies and even complete systems used in “automation”.

In 1977, Infranor acquired Alcatel’s “amplifiers” department, in particular its amplifier used to control DC motors, and set up production in Lourdes. This component ensured a follow-up to the production of tape readers. This acquisi-tion went hand in hand with the industrial launch of the microprocessor, which progres-sively allowed Infranor to perfect controls, then machine, installation and system control soft-ware. Infranor then expanded its range with the introduction of alternating current (AC) prod-ucts in 1981. The 1983/84 financial year saw the creation of Infranor Ltd in Horsham, UK, and Mavilor Servomotor GmbH in Heidelberg, Ger-many, the role of the latter essentially being to deal with the increasingly exacting demands from a number of customers in industrial robot-ics (Kuka, Reis, etc.), an area which had been in full expansion since the start of the decade. This was followed by the establishment and acquisi-tion of nearly 20 sales, engineering and produc-tion companies located throughout the world.

The new “Servosystems” division of Perrot Du-val, initially focusing on developing machine tools, gradually became involved in an industry where the scope of application for its products was larger and highly competitive: i.e., that in-volved in supplying automatic machines (auto-mated capital goods), construction and handling robots, artificial vision systems and computer-assisted production and construction systems to the conventional transformation in-dustry.

It was based on this vision that Perrot Duval Holding Inc., the sole owner of Infranor, de-cided in 1987 to regroup the activities of its In-franor “Automation Division”, also known as the “Servosystems Division”, under a single banner, Infranor Inter Ltd (a Zurich-based company set up for this purpose) and to go public on the Swiss Stock Exchange. This entity is celebrating its 25th anniversary this year.


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9Infranor Group Annual Report 2011/2012 Outlook 2011/2012

2011/12 financial year and comparisons

General

The climate of uncertainty surrounding the overall economy moved investors in capital goods to caution and restraint from July 2011 onwards. The strong recovery in the previous fi-nancial year, linked in many cases to some cus-tomers replenishing stock levels, gave way to an 14.5% drop in orders received compared with 2010/11. The number of niches and regions that Infranor supplies helped mitigate this trend. Sales followed the same trend, falling from 49.3 million CHF in the previous year to 46.4 mil-lion CHF.

Four-year comparisons

Infranor has not lost a single customer as a con-sequence of the 2008/09 recession, but its sales are nearly 40% or 29 million CHF lower than they were four years ago. This difference is mainly due to three factors:

Assuming a constant EUR, USD and RMB ex-change rate since 30 April 2008, the exchange loss on sales is approximately 27% or 13.0 mil-lion CHF. Sales for this financial year are ex-pected to reach 59.3 million CHF as against 46.4 CHF million in 2011/12;

The effects of miniaturization of electronic tech-nology led to a decrease in selling prices of some 6.0 million CHF;

The scope of consolidation and the automation market have temporarily reduced by around 10.0 million CHF compared to 2007/08.

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Comments on the financial result

Orders received (44.8 million CHF) were 14.5% down on those recorded in the previous year (52.4 million CHF). This drop can be explained firstly by the near-total lack, albeit temporary, of orders from major customers, whereas these had risen sharply during the previous year in the wake of various replenishment strategies. Sec-ondly, at an exchange rate in Swiss francs equal to that on 30 April 2011, consolidated new or-ders would have equalled 47.0 million CHF. In relative terms, the drop in orders received was spread equally between the Infranor Division (27.6 million CHF this year as against 32.2 mil-lion CHF in the previous year) and the Cybelec Division (17.3 million CHF as against 20.2 mil-lion CHF in the previous year).

At 46.4 million CHF, consolidated sales re-mained steady compared to the previous finan-cial year at fixed exchange rates, but decreased by 5.8% at annual exchange rates (49.3 mil-lion CHF recorded as at April 2011). Sales growth posted by the development and production com-panies as well as the US and Chinese businesses virtually offset the decline in sales reported by other entities within the Infranor Division (– 1.0 million CHF or – 3.3%). However, the Cybelec Division struggled as the industry slowed across the board – with China being hit particularly hard – and pressure on sales prices increased (– 1.9 million CHF or – 9.7%). In some countries, the Group introduced moderate price increases of between 2% and 6%. These targeted increases fell some way short of offsetting, even temporar-ily, the negative impact of the weak euro and yuan.

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10Infranor Group Annual Report 2011/2012

The decrease in turnover partly explains the drop in gross margin from 28.9 million CHF to 26.2 million CHF in the financial year under re-view. Expressed in relative terms, the fall from 58.7% to 56.5% also reflects the higher cost of raw materials (which affected the development and production companies) and an unfavoura-ble product mix.

Operating costs were reviewed in the light of business activity during the financial year. They fell to 21.2 million CHF as against 22.3 mil-lion CHF in the previous year. All cost items were adjusted under the straight-line method, either by not renewing employee contracts or by defer-ring operating expenses to a later date.

As a consequence of the changes described above, the EBIT margin amounted 3.4 mil-lion CHF, corresponding to 7.3% of total consol-idated sales (previous year: 4.9 million CHF or 9.9%).

Finance costs (1.8 million CHF) remained ad-versely affected by exchange rate differences, to a very large extent unrealised (0.3 million CHF as against 0.7 million CHF as at 30 April 2011).

Net profit after taxes stood at 1.1 million CHF compared with 1.9 million CHF a year earlier.

For the second year running, operating cash flow of 2.8 million CHF was mainly allocated to the repayment of bank advances amounting to 3.2 million CHF.

Consolidated total assets

Total assets (30.7 million CHF) fell by 3.8 mil-lion CHF or 11.1% compared with 30 April 2011 (34.5 million CHF). Fixed assets continued to fall (down 0.7 million CHF) in line with the tar-geted policy, pursued for the past three years, of

investing in production assets and adopting a measured approach to capitalising develop-ments. Current assets fell by 3.3 million CHF, mainly due to a reduction in cash in hand (– 1.6 million CHF) – which helped to further cut financial debt in particular –, inventories (– 0.9 million CHF) and trade accounts receiv-able (– 1.2 million CHF), all of which are also items linked to the volume of business in progress. The other items in this category grew by 0.5 million CHF.

Net debt (comprising cash and financial debt subject to interest) once again shrank from 17.1 million CHF in the previous year to 15.5 mil-lion CHF. It is worth recalling that this net fig-ure was as high as 19.9 million CHF on 30 April 2010, and that it has fallen by 22.1% since then.

At 3.4 million CHF as at 30 April 2012 (previous year: 3.1 million CHF), shareholders’ equity ac-counted for 11% of total assets (previous year: 9%), including an – unrealised - year exchange loss of 0.4 million CHF on investments in euro. Added to the bond 2006-13 and the convertible bond 2009-16, both of which are sub-ordinated, shareholder’s equity accounted for 42% of total assets as at 30 April 2012.

Outlook

The start of the year presents somewhat of a con-trast to the first few months of the previous year: uncertainties of all kinds in the financial mar-kets and the onset of recession felt by some Eu-ropean countries are adversely affecting the pace and predictability of our business. Infranor has set itself the objective of increasing sales by nearly 6% to 49 million CHF. This trend mirrors the current – rather cautious – market view and

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Infranor Group Annual Report 2011/2012 11

takes account of the fact that the Group’s elec-tronic products are being marketed at lower sales prices while allowing a progressively higher relative gross margin.

The Group is counting on the innovative value of its products and systems, coupled with the ro-bust expertise of its employees both in particu-lar business lines (such as Cybelec) and state-of-the-art technologies, which are continuously being adapted to the rapid evolution of mechan-ical and electronic components and profes-sional software in capacity terms. Infranor is one of a select few operators in the automation mar-ket to supply such flexible and smart services to customers throughout the world. These charac-teristics make Infranor more resistant to minor fluctuations in the economic climate.

Infranor intends to continue its efforts to re-duce its financial debt over the next two years, focusing on generating operating cash flow. It will then be better placed to expand its field of activities and pursue its investments independ-ently.

The new financial year should, however, enable the gross margin to be stabilised by transferring part of the activities in its assembly plants to China on the one hand, and a likely slowdown in the purchase prices of raw materials on the other. The EBIT margin is expected to be around the 8% mark, with consolidated net profit after taxes at 1.8 million CHF.

Infranor securities

Bearer shares

In early 2011/12, the quoted price of bearer shares amounted to 26.45 CHF. It fluctuated around this level throughout the financial year, stabilising at 23.55 CHF at the end of April 2012. The highest value for the year was 29.90 CHF, while the lowest was 15.00 CHF.

Subordinated convertible bonds 2009-16

The price was listed at 104.00% on 1 May 2011 and at 103.50% at the end of the financial year. No bonds have been converted - it became only possible to do this from 21 June, 2010 onwards.

Shareholders’ Meeting 2012

Profit for the 2011/12 financial year is slightly down on last year’s figure. Although its main fo-cus remains on consolidated debt reduction, the Board is proposing that a dividend of 0.50 CHF per bearer share be distributed in view of the positive trend in the Group’s activities.

Acknowledgements

Infranor’s Board of Directors and Management would like to thank all the Group’s employees for their unwavering commitment. Their dedi-cation has enabled Infranor to maintain its po-sition as a global leader and they are deserving of our full esteem and respect. The Board of Di-rectors would also like to take this opportunity to thank the Group’s commercial partners and customers for their commitment, compassion and support, as well as the shareholders and bondholders for their confidence.

Nicolas EichenbergerChairman of the Board of Directors

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12Infranor Group Annual Report 2011/2012 Infranor Division

Activities

The Infranor Division consists of the classic In-franor activities, i.e. the whole choice of products and services of an industry independent drive specialist. The Infranor engineering companies and departments serve their local markets and use the base products that are developed and manufactured within the division. These are servo-motors from Infranor-Mavilor in Spain and servo-amplifiers and controllers from Infranor in France. For specific needs, Infranor also offers their customers solutions consisting of products from other sources. Outside the geographic mar-kets served by Infranor directly, the Infranor products are offered in collaboration with world-wide representatives.

The division – (the holding company Infranor Holding SA, Yverdon-les-Bains) – comprised nine operating companies at the end of April 2012. The full list of entities can be found on page 36.

No new company was created during the 2011/12 financial year.

Infranor Division

Segment Report

Segment Infranor1,000 CHF 11/12 10/11

Order intake 27,554 32,194

Change versus previous year

as % – 14.4 % 21.8 %

Orders on hand 6,421 8,156


as % – 21.3 % 11.5 %

Net external sales 28,840 29,810


as % – 3.3 % 25.4 %

EBITDA 4,323 4,351

as % of net sales 15.0 % 14.6 %

EBIT 3,313 3,124

as % of net sales 11.5 % 10.5 %

Average number

of employees 146 146

Net assets 1,132 – 97

Gross investments 840 894

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13

Products and services

During the financial year under review, the In-franor Division focused on stabilising the XtrapulsPac, its compact multi-purpose AC servo-amplifier, which was enhanced with a 400V range, covering currents of 2A to 100A.

In parallel, Infranor France consolidated its wind products, even though the Chinese mar-ket contracted significantly with the introduc-tion of new government regulations.

The synergy between the Infranor and Cybelec divisions was consolidated in China with a series of varied applications, such as printing machines and simulators. The first promising results of this common venture, made public through ex-hibition presentations, will bear fruit during the 2012/13 financial year.

The German team has developed a range of so-lution-oriented systems. Its first customers have been won over by the flexibility of these solu-tions and by their ease of implementation. These new products have naturally been made availa-ble to the Group’s entire sales and engineering network.

Commentary and outlook

Various companies of the Infranor Division have known exactly how to play their cards, taking ad-vantage of the targeted growth in the areas in which they operate and virtually offsetting the decline experienced by some entities which were harder hit by the recent economic upheavals. Thus, the French and Spanish development and production companies grew by 13% and 12% in

Infranor Group Annual Report 2011/2012 Infranor Division

terms of local currencies, benefiting particularly from the resumption of orders from their tradi-tional customers (robotics, textiles, machine tools, etc.), while the North American and Chi-nese entities saw growth take a leap forward – by 40% and 67% respectively, a sign of the eco-nomic recovery for the former and gradual rec-ognition by an emerging market for the latter country. In contrast, the Swiss (– 1%) and Span-ish (+ 6%) sales and engineering units, which do not have the benefit of any major customers, saw their turnover stabilise, while Germany ex-perienced a slowdown (– 14%) due to a total lack – albeit temporary – of orders from an im-portant customer (which had risen sharply dur-ing the previous financial year).

The division’s total sales (28.8 million CHF) re-main almost unchanged compared with the pre-vious financial year (CHF 29.8 million). The gross margin (16.6 million CHF) shows a slight decrease of 1.3% to 57.4% (previous year 58.7 %) due to a negative impact of foreign curren-cies on material purchases and price increases on raw material. The reduction in operating ex-penses to 13.3 million CHF, 1.0 million CHF less than the previous financial year, brought the di-vision’s EBIT margin up to 11.4% (10.4% as at 30 April 2011), thereby demonstrating the per-fect complementarity between the measures im-plemented and the sales achieved.

In an uncertain economic environment, the In-franor Division has set itself the objectives of achieving sales close to 31 million CHF and maintaining its EBIT margin above 10% in the 2012/13 financial year.

Segment Infranor1,000 CHF 11/12 10/11



as % – 14.4 % 21.8 %



as % – 21.3 % 11.5 %



as % – 3.3 % 25.4 %

EBITDA 4,323 4,351

as % of net sales 15.0 % 14.6 %

EBIT 3,313 3,124

as % of net sales 11.5 % 10.5 %

Average number

of employees 146 146

Net assets 1,132 – 97


122.indd 13 12.07.2012 16:16:45

14Infranor Group Annual Report 2011/2012 Cybelec Division

Cybelec Division

Activities

This division is an industry-specific full-range supplier with a leading position in industries or industrial niche markets. In the area of bending presses, the division has clearly already achieved this position, as far as controllers are concerned. Cybelec is the world’s largest provider in terms of volume. Thanks to a flexible product policy, entry-level products, controllers for the wide general market and leading-edge products can all be provided.

It proved to be helpful that Cybelec has contin-ued diversifying into the demanding digital con-trols business for the machine-tool industry.

The division comprises Cybelec SA, Yverdon-les-Bains, and its two 100% subsidiaries in Italy and China. No new company was created during the 2011/12 year under review.

Segment Report

Segment Cybelec1,000 CHF 11/12 10/11



as % – 14.5 % 31.7 %



as % – 41.3 % 39.6 %



as % – 9.7 % 27.4 %

EBITDA 990 2,554

as % of net sales 5.6 % 13.1 %

EBIT 419 2,051


Average number

of employees 61 62

Net assets 3,279 4,616


122.indd 14 12.07.2012 16:16:45

15Infranor Group Annual Report 2011/2012 Cybelec Division

Segment Report Products and services

In the area of press brakes, Cybelec has focused on CNC standard digital control solutions. The new CybTouch6 and CybTouch8 ranges have met with great success. While the size 6 is already widely used, the new size 8 range will be vali-dated by customers in 2012.

At the high end, a strategic partnership with a software developer permitted the functionali-ties, flexibility and potential of the VisiTouch to be further enhanced.

The demand for complete solutions from re-cently industrialised countries – China, Brazil and India – has been met since the beginning of 2012. Next year will focus on stabilising these products. It should be noted that our commer-cial network has greatly expanded in India, a country in which our market share has grown significantly.

The synergy with Infranor, in particular in China, has been developing successfully, despite differences in culture and know-how. The con-cern that the latter should remain in Europe has remained a key focus of efforts.

Commentary and outlook

For over a year now, the Cybelec Division, a lead-ing supplier of sheet-metal forming machines, has seen a contraction of the economic environ-ment in its customers’ main areas of business, particularly in the construction sector. This downward trend has been compounded by the adverse effects of cut-throat price competition. The division’s sales fell by 1.9 million CHF (10%) to 17.6 million CHF during the last finan-cial year, with its subsidiaries in China (– 21%) and Italy (– 32%) being mainly responsible for this decline.

The introduction of new entry-level products to the range, putting on ice the implementation of its developments of new standard products and the negative trend in the effective exchange rate of the yuan against the Swiss franc – albeit for a few months only – impacted on the division’s gross margin, which fell by almost 4 percentage points to 54.2% (9.5 million CHF). A year-on-year reduction in operating expenses (7.5 mil-lion CHF) could not prevent substantial dam-age to the EBIT margin (0.4 million CHF, or 2.4% of the division’s sales, as against 2.1 million CHF (10.5%) one year earlier).

Since September 2011, Cybelec has progressively modified its operational model. With the aim of improving its gross margin, it has transferred some of its product assembly and control activ-ities from its Swiss unit to its Chinese subsidiar-ies and it has started to convert its procedures for purchasing materials and components in line with Chinese supply channels. However, it has continued to dedicate funds in order to com-plete the development of its new standard prod-ucts, a measure geared towards opening up new sectors of activity, within or outside sheet-metal forming, which have hitherto been off limits to Cybelec. These effects should gradually make themselves felt from July 2012 onwards.

With these adjustments, the Cybelec Division is expecting to keep sales steady at around 18.0 mil-lion CHF, increase its gross margin by 2 percent-age points and achieve an EBIT margin ap-proaching 8% in 2012/13.

122.indd 15 12.07.2012 16:16:45

123.indd 16 12.07.2012 12:24:28

Corporate Governance

18 Group Structure and Major Shareholders

19 Capital Structure

21 Board of Directors

24 Group Management

25 Compensations, Shareholdings and Loans

26 Shareholder’s Participation

26 Changes of Control and Defense Measures

26 Auditors

27 Information Policy

123.indd 17 12.07.2012 12:24:28

18Infranor Group Annual Report 2011/2012 Corporate Governance

The rest of the information concerning direct

investments and their subsidiaries can be found

on page 36. Infranor Inter Ltd. does not have any

holdings in listed companies. Infranor Inter Ltd.

bearer shares are traded on the Local Caps seg-

ment of the SIX Swiss Exchange under security

number 724910, Telekurs und Swiss quote: INI,

Thomson Reuters: INI.S. Based on the 2011/12

year-end price of 23.55 CHF, the market capital-

isation as of 30 April 2012, was 18,3 million CHF.

The convertible bond 2009-16 is traded since

December 22, 2009 on the “Helvetica” OTC mar-

ket which is handled by Bondpartners in

Lausanne.

Registered office:

Infranor Inter Ltd.

Glatttalstrasse 37

Postfach, CH-8052 Zurich

Tel. +41 (0)44 307 45 00

Fax +41 (0)24 447 02 71

www.infranor.com

Group Management office:

Infranor Holding S.A.

Rue des Uttins 27

CH-1401 Yverdon-les-Bains

Tel. +41 (0)24 447 02 70

Fax +41 (0)24 447 02 71

1. Group structure and major shareholders

The chapter on corporate governance shows how

Infranor Inter Ltd. has organised management

and control functions within the Group. The

corporate governance disclosures are fully com-

pliant with the SIX Swiss Exchange directives on

information relating to corporate governance.

1.1 Group structure

The Infranor Group is divided into two divi-

sions. The Infranor Division operates as an

industry-independent drive specialist, particu-

larly in the general servo and drive technology

area. These products are used by manufacturers

of machinery and equipment in many different

industries. The Cybelec Division is a complete

provider of electrical equipment that has to do

with bending presses, with electric drives and

electronics. The company also supplies controls

for the machine-tool industry and general ma-

chine automation.

The companies are also divided into two divi-

sions from a legal standpoint. The companies in

the Infranor Division are gathered under the

subholding Infranor Holding S.A. in Yverdon-

les-Bains, Switzerland, and the companies in

the Cybelec Division are gathered under the

Cybelec S.A. headquarter in Yverdon-les-Bains,

Switzerland. As a company that is quoted on

the stock exchange, Infranor Inter Ltd. owns

100 percent of Infranor Holding S.A. and

Cybelec S.A.


123.indd 18 12.07.2012 12:24:28


2.2 Authorised and conditional capital

At the Annual Shareholders’ Meeting of

Infranor Inter Ltd. held on 31 October, 2002, a

motion was passed to raise conditional capital

of no more than 6,350,000 CHF, consisting of

no more than 317,500 bearer shares, each with

a par value of 20 CHF. According to article 5a of

the Articles of Association, the company’s share

capital may be increased through the exercise

of options or conversion rights that have been

granted in connection with bonds or loans of

the company or one of its subsidiaries. These

shares are excluded from the shareholders’ sub-

scription rights. As of 30 April 2012, there was

still conditional share capital of 3,510,080 CHF

after conversion of bonds.

2.3 Changes in equityas at 30 April 2012 2011 2010

Share capital 15,539,920 15,539,920 15,539,920

Legal reserve 455,983 268,064 3,107,984

Reserve from

capital

contributions 2,773,092 2,839,920 0

Treasury

shares 467,128 467,128 467,128

Unappropr-

iated net

result 783,341 504,034 214,891

Total 20,019,464 19,619,066 19,329,923

1.2 Key shareholders

As of 30 April 2012, Perrot Duval Holding S.A.,

Geneva, which is listed on the SIX Swiss

Exchange, held 77.9 percent (previous fiscal

year 78.0 percent) of the shares of Infranor In-

ter Ltd.

The Board of Directors is unaware of any other

shareholders holding more than 3 percent of

the share capital.

1.3 Cross-shareholdings

There are no cross-shareholdings.

2. Capital structure

2.1 Share capital

The capitalisation amounts to 15.5 million CHF

divided into 776,996 bearer shares with a par

value of 20 CHF. With the exception of treasury

shares, all shares issued by the company are

entitled to dividend payments. The share capital

is fully paid in.

As of 30 April 2012, the Infranor Group owned

11,110 (previous year: 11,110) treasury shares,

which are not entitled to dividends when paid

out.

123.indd 19 12.07.2012 12:24:28


In the past year, no bond of the subordinated

convertible bond 2009-16, issued on 22 Decem-

ber 2009, was converted (previous year: no con-

version).

Details of the change in consolidated share-

holder equity over the last three business years

can be found in the statement of changes in

equity in the Consolidated Annual Financial

Statements on page 33.

In the last four business years, the following

capital increases were recorded in the Commer-

cial Register as a result of conversion of bonds

into new shares:

Date of Cumulative New

entry in conversion total

commercial Increase from bond share

Register in CHF during capital

13.07.2007 42,500 2006/07 12,858,500

30.07.2008 2,651,420 2007/08 15,509,920

27.07.2009 30,000 2008/09 15,539,920

2.4 Shares and participation certificates

As of 30 April 2012, Infranor Inter Ltd. exclu-

sively had a total of 776,996 bearer shares, each

with a par value of 20 CHF, giving a total of

15,539,920 CHF.

Of these, 11,110 are treasury shares that

Infranor Inter Ltd. holds to cover an existing

option plan that is no longer maintained. The

remaining shares are not subject to any restric-

tions on voting rights.

2.5 Profit-sharing certificates

There are no profit-sharing certificates.

2.6 Limitations on transferability and nominee registrations

There are no restrictions of any kind applicable

to the transfer or ownership of Infranor Inter

Ltd. bearer shares.

2.7 Convertible bonds and options

Convertible bonds

On 21 December 2009, the company issued a

subordinated bond 2009-16 of a maximum of

7.0 million CHF, carrying a 7 percent coupon.

Four bonds, each with a par value of 10 CHF,

may be converted into one new bearer share of

20 CHF between 21 June 2010 and 14 Decem-

ber 2016, or up to the calendar days prior to

early redemption of the convertible bond issue.

The listing of the maximum 175,504 new bearer

shares on the Local Caps segment of the SIX

Swiss Exchange had already been approved on

16 June 2003. After 21 December 2012, Infranor

can redeem the bonds early at any time, subject

to 30 calendar days' notice, at the par value plus

accrued interest.

Options

There are no negotiable options. The existing

option plan (no longer maintained) for the

former chairman consists of the right to buy op-

tions on bearer shares in Infranor Inter Ltd. The

options are pledged in shares from the treasury

shares. Details of this employee option plan can

be found under Point 19.4 on page 46.


123.indd 20 12.07.2012 12:24:28


Executive Members of the Board of Directors

Nicolas Eichenberger (1958), citizen of Geneva and Trub, residing in Mies (CH)

Executive Chairman since 1 June, 2009 Vice President since 1 May, 2008 Chairman of the Board of Directors from May 1, 1999 until 30 April, 2008 Member of the Board of Directors since 1992 Elected until 30 April 2014

Nicolas Eichenberger trained in law and holds a chemistry de gree (lic.chem.). Between 1992 and 1998, he was Chief Executive Officer of Infranor Inter Ltd. Since 1989, he has also worked for other Perrot Duval Group companies. He was previously employed by Sapal in Lausanne. Nicolas Eichenberger is Chief Executive Officer of Perrot Duval Holding S.A. and since 1 May, 2008 he is Chairman of the Board of Directors. He is a member of the Board of Directors in other, unlisted companies.

Francesc Cruellas (1947), Spanish citizen, residing in Tiana (Barcelona/E)

Member since 1987Elected until 30 April 2014

Francesc Cruellas studied mechanical engineering at the Technical Uni-versity of Catalonia (Barcelona). He was already employed by Mavilor Motors S.A. (E) before the company was taken over by Infranor in 1979. He previously held a senior management position at a food com-pany in Spain. Francesc Cruellas sits on the Board of Directors in other, unlisted companies.

Non-executive Members of the Board of Directors

Dr Richard Müller (1949), citizen of Lenzburg, in Oberlunkhofen (CH)

Attorney-at-lawMember since 1992Elected until 30 April 2014

Richard Müller is a graduate of the University of Zurich with a PhD in law. He worked as an attorney-at-law in Zurich from 1987 until he moved to Zug in 1994. He is a member of the Board of Directors of several unlisted companies. He was previously a legal adviser to banks and industrial enterprises.

François Jaquier (1962), citizen of Villars-le-Comte (CH), in Monaco (MC)

Independent investment adviserMember since 2001Elected until 30 April 2014

François Jaquier graduated in law from the University of Lausanne. He worked for Credit Suisse Group as head of its San Francisco office for four years and in Monaco for a further four years. He has been an independent investment adviser since 2001. He sits on the Board of Directors at other, unlisted companies.

–

–

–

–

– –

– – –

– – –

123.indd 21 12.07.2012 12:24:28


3.5 Internal organisation structure and committees

The Board of Directors constitutes itself from

its own Members and elects the Chairman, the

Vice Chairman, the Delegate and the Secretary,

who does not have to be a member of the Board

of Directors. The Board elected Mr Nicolas

Eichenberger as Executive Chairman (Chairman

and Delegate of the Board of Directors) as of

1 June 2009.

The Board of Directors is responsible for defin-

ing the Group’s strategy. It also checks the com-

pany’s basic plans and targets and also identifies

external risks and opportunities.

The Board of Directors has a quorum if at least

half of its Members are present. It passes its

resolutions with the majority of the votes cast. In

the event of a tied vote, the Chairman has the

casting vote. During the 2011/12 business year,

the Board of Directors had four one-day meetings.

The Compensation Committee of the Board of

Directors consists of Nicolas Eichenberger,

Richard Müller and François Jaquier. The Com-

pensation Committee makes suggestions con-

cerning the compensation paid to the Executive

Members of the Board of Directors, Group

Management, and the General Managers of the

Group companies on behalf of the Board as

a whole, which approves them. The Compensa-

tion Committee had one half-day meeting

during the 2011/12 financial year.

The Audit Committee was dissolved by the Board

of Directors on 9 July 2009. Its duties and

responsibilities were transferred back to the

Board of Directors.

3. Board of Directors

3.1 Members of the Board of Directors

The Board of Directors consists of two executive

and two non-executive members. The two non-

executive members have never held an executive

position within the Infranor Group. Neither

do they have a significant business relationship

with the Group.

3.2 Other activities and vested interests

Mr Nicolas Eichenberger is the Chairman of the

Board of Directors of Perrot Duval Holding S.A.,

Geneva. The other members of the Board of

Directors do not perform any other activities

and have no vested interests that would be of

significance for the Infranor Group and are not

mentioned in the overview on page 57.

3.3 Cross-involvement

Mr Nicolas Eichenberger is Chairman of the

Board of Directors of Perrot Duval Holding

S.A., Geneva. There is no other cross-involve-

ment among the boards of directors of listed

companies.

3.4 Elections and terms of office

The Annual Shareholders’ Meeting elects the

Members of the Board of Directors for a term

of three years. The term of office is the relevant

financial year (May to April). Members may be

re-elected. All Members of the Board of Direc-

tors are elected until the end of the 2013/14

financial year. There are no limitations to the

term of office.


123.indd 22 12.07.2012 12:24:28


The CFO works on behalf of the Board of Direc-

tors to check for adherence to Group guidelines

and regulations, and the suitability of the con-

trol instruments and the procedures within in-

dividual Group companies. Every year, the CFO

defines the main risk-related auditing items. The

work of the Group auditor as well as the local

auditors is evaluated by the CEO and the CFO

on behalf of the Executive Chairman.

In order to be able to comply fully with the in-

ternal guidelines and with Swiss law, every group

company follows a defined procedure each quar-

ter based on a comprehensive central internal

control system (ICS) with an internet-based mul-

tilingual software program support. The organ-

isation and the responsibilities are clearly located

among a reduced staff. The group management

reports quarterly to the Board of Directors,

which reviews the ICS concept at yearly intervals

with regard to identifying, evaluating and reme-

dying risks associated with business activities and

adapts it to new requirements as necessary.

3.6 Powers and responsibilities

The responsibility for everyday business is

delegated to the CEO, who is responsible for the

organisation of Group Management and the

divisions.

The detailed competencies and responsibilities

of the Board of Directors and the regulation of

powers and responsibilities between the Board of

Directors and Group Management are recorded

in the organisational Bylaws, which were revised

per 10 September 2009. These can be inspected

at the company headquarters.

3.7 Information and control instruments relating to Group Management

Group Management notifies the Board of Direc-

tors about business affairs on a regular basis. The

management reporting on behalf of the Board

of Directors consists of monthly reports about

sales, incoming orders and the volume of out-

standing orders of all Group units in a consoli-

dated report. At quarterly intervals the Board of

Directors receives the units’ quarterly accounts

and the consolidated Group accounts (income

statement, balance sheet and cash flow, overview

of key figures and changes to these figures).

These quarterly reports contain a rolling fore-

cast including values from the previous year and

budgeted values. Significant items are always

reported immediately. Financial reporting is a

fixed constituent of the meetings of the Board

of Directors. Deviations are discussed and mea-

sures may be initiated as a result.

123.indd 23 12.07.2012 12:24:28



Nicolas Eichenberger (1958),citizen of Geneva and Trub, residing in Mies (CH) Executive Chairman since1 June, 2009

Personal details on page 21.

Dr Jean-Pierre van Griethuysen (1956), citizen of Sonvilier (BE), residing in St-Sulpice (Switzerland)

CEO since 1 June, 2009CTO since October, 2008CEO Cybelec Division since 2000

Jean-Pierre van Griethuysen earned a degree in mechanical engineering from the Ecole Polytechnique Fédérale Lausanne (EPFL) and com-pleted his studies with a PhD in robotics. In his professional career he worked as a project manager at Charmilles Technologies S.A. in Geneva and then as a head scientist and lecturer at the EPFL. Before he took up his post at Cybelec S.A. he was technical manager at SIP (Société Genevoise d’Instruments de Physique) in Geneva.

Christian Perrudet (1964), citizen of Vaumarcus (NE), residing in Colombier (CH)

CFO since April 2012

Christian Perrudet holds a degree in Economics from the University of St-Gallen. Mr. Perrudet gained a diversified professional expertise as Finance & Administration director and Group Controller at Leclanché S.A.,in the watch industry (Girard-Perregaux, Breguet, Universo) and in telecommunication (Orange Communications S.A.) as well as with smaller industrial companies (ETEL).

Francesc Cruellas (1947)Senior Vice-President of Motors and Mechanical Components from 1987


–

– – –

–

–

4. Group Management

4.1 Members of Group Management

123.indd 24 12.07.2012 12:24:29


The compensation of the Members of the Board

of Directors comprises a fixed net fee of 20,000

CHF including a fixed flat-rate expense allow-

ance. The compensation of the executive Chair-

man of the Board of Directors is not included

in the compensation he receives as Member of

the Group Management. The compensation of

the other executive Member of the Board of Di-

rectors is included in the compensation he re-

ceives as Member of the Group Management.

Compensation paid to executive Members of the

Board of Directors and other Members of the

Group Management is based on a fixed compo-

nent and performance related cash bonus. The

variable component of the overall payments is

solely oriented towards Group profits before tax.

There is no maximum value of the annual

bonus. The bonus payments are made in cash

and after the General Meeting of the sharehold-

ers of Infranor Inter Ltd. following the fiscal year

under review.

Infranor does not provide healthcare benefits

to Members of the Board of Directors or of the

Group Management.

In financial year 2011/12, no compensation

was paid to former members of the Board of

Directors or to former Members of the Group

Management.

5.2 Compensation paid to Members of the Board of Directors and Group Management

This information is shown in the notes to the

Financial Statements of Infranor Inter Ltd. on

page 57 in accordance with article 663b bis. Swiss

Code of Obligations.

4.2 Other activities and vested interests

The Members of Group Management do not

carry out any activities other than those men-

tioned in the overview and have no vested

interests that would be of significance for the

Infranor Group.

4.3 Management contracts

The Group company Infranor Holding S.A. has

a management contract in place with Perrot Duval

Management S.A., Coppet as of 1 May, 2009.

The core element of this management contract

is the compensation for the services provided by

Nicolas Eichenberger as an executive member

of the Board of Directors, as well as for advisory

work performed by internal or external special-

ists of Perrot Duval Management S.A. Perrot

Duval Management S.A. charged 643'000 CHF

for management services in the reporting year

(previous fiscal year: 579,000 CHF). This man-

agement contract was agreed to at arm’s length

conditions according to a time and materials ba-

sis for an indeterminate period. However, the

contract can be terminated at annual intervals.

5. Compensation, shareholdings and loans

5.1 Content and method of determining compensation

The Board of directors makes decisions about

compensation given to the Board of Directors

and Group Management on an annual basis in

accordance with the recommendations of the

Compensation Committee of the Board of Direc-

tors (see also general explanations concerning

the Compensation Committee on page 22).

Nicolas Eichenberger (1958),citizen of Geneva and Trub, residing in Mies (CH) Executive Chairman since1 June, 2009


Dr Jean-Pierre van Griethuysen (1956), citizen of Sonvilier (BE), residing in St-Sulpice (Switzerland)

CEO since 1 June, 2009CTO since October, 2008CEO Cybelec Division since 2000

Jean-Pierre van Griethuysen earned a degree in mechanical engineering from the Ecole Polytechnique Fédérale Lausanne (EPFL) and com-pleted his studies with a PhD in robotics. In his professional career he worked as a project manager at Charmilles Technologies S.A. in Geneva and then as a head scientist and lecturer at the EPFL. Before he took up his post at Cybelec S.A. he was technical manager at SIP (Société Genevoise d’Instruments de Physique) in Geneva.

Christian Perrudet (1964), citizen of Vaumarcus (NE), residing in Colombier (CH)

CFO since April 2012

Christian Perrudet holds a degree in Economics from the University of St-Gallen. Mr. Perrudet gained a diversified professional expertise as Finance & Administration director and Group Controller at Leclanché S.A.,in the watch industry (Girard-Perregaux, Breguet, Universo) and in telecommunication (Orange Communications S.A.) as well as with smaller industrial companies (ETEL).

Francesc Cruellas (1947)Senior Vice-President of Motors and Mechanical Components from 1987


–

– – –

–

–

4. Group Management

4.1 Members of Group Management

123.indd 25 12.07.2012 12:24:29


6. Shareholders participation

6.1 Restrictions on voting rights and voting by proxy

The company’s Articles of Association do not

contain any restrictions applicable to voting

rights or restrictions with regards to voting by

proxy.

6.2 Statutory quorums

The quorums stipulated in the Articles of Asso-

ciation for resolutions carried at the Annual

Shareholders’ Meeting are in line with legal

quorums (article 703 et seq. Swiss Code of

Obligations).

6.3 Convocation of the Annual Shareholders Meeting and placing items on the agenda

The Annual Shareholders’ Meeting is called by

the Board of Directors or by the governing

bodies and persons designated by law in accord-

ance with legal and statutory requirements. One

or more shareholders who together represent at

least 10 percent of the share capital may request

that a Shareholders’ Meeting be called or an

item be placed on the agenda. In addition,

shareholders whose shares represent a par value

of 1.0 million CHF may also request that an item

be added to the agenda.

6.4 Entry in the share register

Since only bearer shares have been issued, there

is no share register.

7. Changes of control and defence measures

7.1 Obligation to submit an offer

A party acquiring shares in the company is not

obliged to submit a public purchase offer (opting

out) pursuant to articles 32 and 52 of the Federal

Act on Stock Exchanges and Securities Trading

(article 6a, Articles of Association).

7.2 Change of control clauses

There are no clauses on changes of control

benefiting the Board of Directors, Group Man-

agement and other key personnel.

8. Auditors

8.1 Duration of the audit mandate and duration of the appointment of the lead auditor

PricewaterhouseCoopers S.A., Lausanne has

been the company’s auditor since the 2009/10

financial year. Mr Felix Roth, as lead auditor, has

been responsible for the mandate since then.

The auditor is elected for a period of one year

in each case.

8.2 Auditing fees

The worldwide auditing fees of Group auditor

PricewaterhouseCoopers S.A. were 150'383 CHF

(previous year: 132,960 CHF) for the 2011/12

financial year. The remaining foreign audit com-

panies charged 47'897 CHF (previous fiscal year:

71,393 CHF).

8.3 Additional fees

No additional fees were paid to the Group

auditor PricewaterhouseCoopers S.A. in

2011/12.


123.indd 26 12.07.2012 12:24:29


8.4 Supervisory and control instruments pertaining to the audit

The Board of Directors is responsible for evalu-

ating the external audit, but delegates this task

to the Executive Chairman. The Chairman

draws up an audit report on behalf of the Board

of Directors. At least one meeting between the

external auditor, the Executive Chairman, the

CEO and the CFO takes place at annual inter-

vals. The main findings for each company

(management letters) and the consolidated state-

ment, which are summarised in the audit report,

are discussed in depth at these meetings. The

auditor also discusses the scope of work per-

formed (audit review) for each company and

the current developments in the Swiss GAAP

FER and the effects thereof on the consolidated

financial statements of the Infranor Group. Ad-

ditionnally, a meeting is held weekly between

the Executive Chairman, the CEO and the CFO

to analyse the findings for each company and

the consolidated statement.

9. Information policy

The Board of Directors provides shareholders,

financial analysts and financial journalists with

clear and transparent information by means of

our Annual Report and half-year report as well

as personally at the Annual Shareholders

Meeting. Media and shareholders known to the

company are directly provided with figures and

comments every quarter. Orientation to current

events takes place using media information. The

Infranor website (www.infranorgroup.com)

contains a special section called “Investors”.

Infranor Inter Ltd. reports on events that may

affect the share price in accordance with arti-

cle 72 of the Listing Rules of the SIX Swiss

Exchange regarding ad-hoc disclosures.

Contact

Personally available to answer questions:

Nicolas Eichenberger

Chairman of the Board of Directors

Tel. +41 (0)24 447 02 82

[email protected]

Key dates

6 September, 2012

2011/12 Annual Shareholders Meeting &

Celebration of 25th anniversary of Infranor

Inter Ltd.

11 December, 2012

Half-yearly report 2012/13

18 July, 2013

2012/13 results

12 September, 2013

2012/13 Annual Shareholders Meeting

–

123.indd 27 12.07.2012 16:21:00

124.indd 28 12.07.2012 12:29:06

Infranor Group Financial Report

30 Consolidated Balance Sheet

31 Consolidated Income Statement

32 Consolidated Cash Flow Statement

33 Consolidated Statement of Changes in Equity

Notes to the Consolidated Financial Statements

34 Segment Report

35 Other Disclosures

49 Report of the Statutory Auditor

124.indd 29 12.07.2012 12:29:06

30Infranor Group Financial Report 2011/2012

Consolidated Balance Sheets

1,000 CHF Note 30.04.12 30.04.11

Assets

Current assets

Cash & cash equivalents 3 2,457 4,048

Trade accounts receivable 4 8,589 9,724

Other receivables 5 1,376 1,318

Inventories 6 8,545 9,491

Prepaid expenses 904 569

Total current assets 21,871 25,150

Non-current assets

Financial assets 14 27

Property, plant and equipment 7 5,710 5,827

Intangible assets 8 1,583 2,199

Deferred tax assets 9 1,507 1,327

Total non-current assets 8,814 9,380

Total assets 30,685 34,530

Liabilities

Current liabilities

Current financial liabilities 10.1 7,619 8,092

Trade accounts payable 4,202 4,821

Other current liabilities 11 825 934

Accruals and deferred income 12 2,471 2,923

Short-term provisions 13 671 636

Provisions for income taxes 541 395

Total current liabilities 16,329 17,801

Non-current liabilities

Non-current financial liabilities 10.2 958 1,348

Subordinated convertible bond 2009 – 16 10.3 4,359 4,359

Subordinated bond 2006 – 13 10.4 4,980 7,300

Long-term provisions 14 258 382

Deferred tax liabilities 9 363 228

Total non-current liabilities 10,918 13,617

Total liabilities 27,247 31,418

Shareholders’ equity

Share capital 16 15,539 15,539

Reserves – 7,264 – 7,385

Retained earnings - (accumulated losses) – 3,458 – 4,827

Treasury shares – 467 – 467

Currency translation differences – 2,024 – 1,621

Profit for the year 1,112 1,873

Total shareholders’ equity 3,438 3,112

Total liabilities and shareholders’ equity 30,685 34,530

124.indd 30 12.07.2012 12:29:06


Consolidated Income Statements

1,000 CHF Note 11/12 10/11

Net sales 17, 18 46,399 49,260

Costs of materials – 19,725 – 22,569

Change in inventories – 478 2,232

Gross profit 26,196 28,923

Personnel costs 19 – 15,288 – 15,490

General and administrative costs 20 – 2,200 – 2,139

Sales costs 21 – 950 – 1,298

Other operating expenses 22 – 3,388 – 3,712

Other operating income 23 620 340

Total operating expenses – 21,206 – 22,299

Earnings before interest, tax, depreciation

and amortisation (EBITDA) 4,990 6,624

Depreciation and amortisation 24 – 1,599 – 1,749

Earnings before interest and tax (EBIT) 3,391 4,875

Financial income 12 6

Financial expenses – 1,840 – 2,302

Financial result 25 – 1,828 – 2,296

Profit before taxes 1,563 2,579

Taxes 9 – 451 – 706

Net profit 1,112 1,873

1,000 CHF Note 30.04.12 30.04.11

Assets

Current assets

Cash & cash equivalents 3 2,457 4,048

Trade accounts receivable 4 8,589 9,724


Inventories 6 8,545 9,491

Prepaid expenses 904 569


Non-current assets

Financial assets 14 27

Property, plant and equipment 7 5,710 5,827

Intangible assets 8 1,583 2,199

Deferred tax assets 9 1,507 1,327

Total non-current assets 8,814 9,380

Total assets 30,685 34,530

Liabilities

Current liabilities

Current financial liabilities 10.1 7,619 8,092

Trade accounts payable 4,202 4,821

Other current liabilities 11 825 934

Accruals and deferred income 12 2,471 2,923

Short-term provisions 13 671 636

Provisions for income taxes 541 395


Non-current liabilities

Non-current financial liabilities 10.2 958 1,348

Subordinated convertible bond 2009 – 16 10.3 4,359 4,359

Subordinated bond 2006 – 13 10.4 4,980 7,300

Long-term provisions 14 258 382

Deferred tax liabilities 9 363 228

Total non-current liabilities 10,918 13,617

Total liabilities 27,247 31,418


Share capital 16 15,539 15,539

Reserves – 7,264 – 7,385

Retained earnings - (accumulated losses) – 3,458 – 4,827

Treasury shares – 467 – 467

Currency translation differences – 2,024 – 1,621


Total shareholders’ equity 3,438 3,112

Total liabilities and shareholders’ equity 30,685 34,530

124.indd 31 12.07.2012 12:29:06


Consolidated Cash Flow Statements

1,000 CHF Note 11/12 10/11

(Indirect method with cash and cash equivalents)

Cash flow from operating activities

Earnings before income taxes & financial result (EBIT) 3,391 4,875

Depreciation / amortisation of fixed assets 24 1,599 1,749

Change in provisions and other non-cash items 516 1,115

Payments out of provisions – 696 – 656

Interest received 12 5

Interest and other financial expenses paid – 1,585 – 1,731

Income taxes received / paid – 445 14

Cash flow before change in net current assets 2,792 5,371

Change in trade accounts receivables 768 – 876

Change in inventories 478 – 2,232

Change in other current assets – 434 – 124

Change in trade accounts payable – 363 481

Change in other current liabilities – 451 755

Cash flow from operating activities 2,790 3,375

Cash flow from investing activities

Investments in financial assets – 5 – 3

Disposal of financial assets 43 3

Investments in property, plant and equipment 7 – 988 – 989

Disposal of property, plant and equipment 7 4 11

Investments in intangible assets 8 – 297 – 82

Cash flow from investing activities – 1,243 – 1,060

Cash flow from financing activities

Increase in current financial liabilities 1,717 479

Repayment of current financial liabilites – 1,729 – 842

Increase in non-current financial liabilites 348 231

Repayment of non-current financial liabilites – 2,878 – 1,194

Repayment of lease obligations – 241 – 387

Payment of dividends – 383 0

Cash flow from financing activities – 3,166 – 1,713

Currency translation differences on cash and cash

equivalents 28 – 211

Change in cash and cash equivalents – 1,591 391

Cash and cash equivalents at the beginning of the year 3 4,048 3,657

Cash and cash equivalents at the end of the year 3 2,457 4,048


124.indd 32 12.07.2012 12:29:06


Consolidated Statements of Changes in Equity

1,000 CHF Note 11/12 10/11

(Indirect method with cash and cash equivalents)

Cash flow from operating activities

Earnings before income taxes & financial result (EBIT) 3,391 4,875

Depreciation / amortisation of fixed assets 24 1,599 1,749

Change in provisions and other non-cash items 516 1,115

Payments out of provisions – 696 – 656

Interest received 12 5

Interest and other financial expenses paid – 1,585 – 1,731

Income taxes received / paid – 445 14

Cash flow before change in net current assets 2,792 5,371

Change in trade accounts receivables 768 – 876

Change in inventories 478 – 2,232

Change in other current assets – 434 – 124

Change in trade accounts payable – 363 481

Change in other current liabilities – 451 755

Cash flow from operating activities 2,790 3,375

Cash flow from investing activities

Investments in financial assets – 5 – 3

Disposal of financial assets 43 3

Investments in property, plant and equipment 7 – 988 – 989

Disposal of property, plant and equipment 7 4 11

Investments in intangible assets 8 – 297 – 82

Cash flow from investing activities – 1,243 – 1,060

Cash flow from financing activities

Increase in current financial liabilities 1,717 479

Repayment of current financial liabilites – 1,729 – 842

Increase in non-current financial liabilites 348 231

Repayment of non-current financial liabilites – 2,878 – 1,194

Repayment of lease obligations – 241 – 387

Payment of dividends – 383 0

Cash flow from financing activities – 3,166 – 1,713

Currency translation differences on cash and cash

equivalents 28 – 211


Cash and cash equivalents at the beginning of the year 3 4,048 3,657

Cash and cash equivalents at the end of the year 3 2,457 4,048


1,000 CHF Share Reserves Retained Treasury Currency Total

capital earnings shares translation shareholders’

differences equity

As at 30.4.10 15,539 – 7,385 – 4,827 – 467 – 598 2,262

Net currency translation differences – 1,023 – 1,023


As at 30.4.11 15,539 – 7,385 – 2,954 – 467 – 1,621 3,112

Net currency translation differences – 403 – 403


Dividend – 383 – 383

Allocation to general legal reserve 121 – 121 0

As at 30.4.12 15,539 – 7,264 – 2,346 – 467 – 2,024 3,438

Definition of the components of equity: The share capital is the share capital of the parent company, Infranor Inter Ltd.

Reserves comprise the goodwill from company acquisitions that was taken directly to equity in the past as well as premiums from capital increases. Non distributable Reserves amounted 4,8 mil-lion CHF as of 30 April 2012 (previous fiscal year 4,7 million CHF).

– Retained earnings comprise accumulated profits and losses retained in Group companies.

– The item Treasury shares comprises the Infranor Inter Ltd. shares acquired on the market at cost value.

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

–

–

124.indd 33 12.07.2012 12:29:07



1.1 Segment report by activities 1,000 CHF Infranor Division Cybelec Division Others Total Group

11/12 10/11 11/12 10/11 11/12 10/11 11/12 10/11

Net external sales 28,840 29,810 17,559 19,450 46,399 49,260

between divisions 148 170 64 69 – 212 – 239 0 0

Change versus previous year – 3.3 % 25.4 % – 9.7 % 27.4 % – 5.8 % 26.2 %

Total operating expenses and

cost of goods sold – 24,665 – 25,629 – 16,633 – 16,965 – 111 – 42 – 41,409 – 42,636

EBITDA 4,323 4,351 990 2,554 – 323 – 281 4,990 6,624

as % of sales 15.0 % 14.6 % 5.6 % 13.1 % 10.8 % 13.4 %

Depreciation – 1,010 – 1,227 – 571 – 503 – 18 – 19 – 1,599 – 1,749

EBIT 3,313 3,124 419 2,051 – 341 – 300 3,391 4,875

as % of sales 11.5 % 10.5 % 2.4 % 10.5 % 7.3 % 9.9 %

Financial items (net) – 1,828 – 2,296

Taxes – 451 – 706

Net profit / (loss) 1,112 1,873

Average number of employees 146 146 61 62 0 0 207 208

Total assets 21,810 24,274 8,835 10,162 40 94 30,685 34,530

Total liabilities 20,678 24,371 5,556 5,546 1,013 1,501 27,247 31,418

Assets net 1,132 – 97 3,279 4,616 – 973 – 1,407 3,438 3,112

1.2. Segment report by region1,000 CHF

11/12 10/11

Net sales

Europe / Middle East / Africa 34,645 37,366

North and South America 4,011 3,531

Asia / Pacific 7,743 8,363

Total 46,399 49,260

1. Segment report

The Group has split its business activities between the two seg-ments Infranor Division and Cybelec Division. Additional notes in this regard can be found on page 12 and 14 in the Report section and on page 18 in the Corporate Governance section. The segments

also correspond to the legal structure and the internal reporting structure (management approach). General Group costs that can-not be assigned are shown separately. Transactions between the segments are conducted at arm’s length.

124.indd 34 12.07.2012 12:29:07


2. Consolidation principles and accounting policies

GeneralThe Group’s principal business is the automation industry. The parent company, Infranor Inter Ltd., has its headquarters in Zurich (Switzerland). The business activities of the Infranor Group mainly consist of the development, production and global sales of high-quality automation components and solutions. The Group earns more than half of its revenue in the EU.

Registered office: Infranor Inter Ltd. Glatttalstrasse 37 (since 1 August 2009) P.O. Box CH-8052 Zurich Tel. +41 (0) 44 307 45 00 Fax +41 (0) 24 447 02 71 www.infranor.com

Basis of preparation The financial statements of the Infranor Group were prepared in compliance with full Swiss GAAP FER, based on the individual fi-nancial statements of the Group companies as at 30 April 2012 which were prepared on a uniform basis and on the historical cost basis. In addition, the consolidated financial statements comply with the requirements of Swiss law.

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

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

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

1.1 Segment report by activities 1,000 CHF Infranor Division Cybelec Division Others Total Group

11/12 10/11 11/12 10/11 11/12 10/11 11/12 10/11

Net external sales 28,840 29,810 17,559 19,450 46,399 49,260

between divisions 148 170 64 69 – 212 – 239 0 0

Change versus previous year – 3.3 % 25.4 % – 9.7 % 27.4 % – 5.8 % 26.2 %

Total operating expenses and

cost of goods sold – 24,665 – 25,629 – 16,633 – 16,965 – 111 – 42 – 41,409 – 42,636

EBITDA 4,323 4,351 990 2,554 – 323 – 281 4,990 6,624

as % of sales 15.0 % 14.6 % 5.6 % 13.1 % 10.8 % 13.4 %

Depreciation – 1,010 – 1,227 – 571 – 503 – 18 – 19 – 1,599 – 1,749

EBIT 3,313 3,124 419 2,051 – 341 – 300 3,391 4,875

as % of sales 11.5 % 10.5 % 2.4 % 10.5 % 7.3 % 9.9 %

Financial items (net) – 1,828 – 2,296

Taxes – 451 – 706

Net profit / (loss) 1,112 1,873

Average number of employees 146 146 61 62 0 0 207 208

Total assets 21,810 24,274 8,835 10,162 40 94 30,685 34,530

Total liabilities 20,678 24,371 5,556 5,546 1,013 1,501 27,247 31,418

Assets net 1,132 – 97 3,279 4,616 – 973 – 1,407 3,438 3,112

1.2. Segment report by region1,000 CHF

11/12 10/11

Net sales

Europe / Middle East / Africa 34,645 37,366

North and South America 4,011 3,531

Asia / Pacific 7,743 8,363

Total 46,399 49,260

Consolidation principlesThe consolidated financial statements of the Infranor Group cover all entities that are controlled by Infranor Inter Ltd., which normally is the case when the group holds directly or indirectly more than 50 percent of the voting rights. Newly acquired companies are consolidated from the date of their acquisition. The results of com-panies that have been sold are recognised until the date of sale. Companies in which the Group holds more than 20 percent but not more than 50 percent of the voting rights are accounted for under the equity method, whereby the investment is initially recognised at cost and adjusted thereafter for the changes in the investor’s share of net assets of the investee.

Entities controlled by the Group are consolidated by applying the purchase method. The assets and liabilities of newly acquired companies are recognised at fair value at the time of acquisition.

All transactions and balances between the consolidated compan-ies are eliminated on consolidation. Intragroup profits generated from internal transactions are eliminated.

124.indd 35 12.07.2012 12:29:07



Companies included in the consolidation The following companies were fully consolidated as of 30 April 2012:

Group companies Purpose1)

Share

capital Participation Year

Infranor Inter Ltd., CH-Zurich F CHF 15,539,920 n / a 1987

Infranor Holding S.A., CH-Yverdon-les-Bains F, S CHF 9,120,000 100 % 1941

Infranor AG, CH-Zurich E CHF 450,000 100 % 2005

Infranor S.A.S., FR-Lourdes E, P EUR 919,496 100 % 2005

Infranor GmbH, DE-Hanau E, P EUR 152,000 100 % 1968

Infranor, Inc., USA-Wilmington, MA E USD 1,620 100 % 1982

Infranor Motion Control Technology (Shanghai) Co. Ltd.

CN-Shanghai E CNY 1,478,975 100 % 2009

Mavilor Motors S.A., ES-Sta. Perpetua de Mogoda P EUR 135,000 100 % 1973

Infranor Spain S.L.U., ES-Badalona E EUR 150,000 100 % 2006

Infranor Ltd., UK-Crainleigh E GBP 200,000 100 % 1983

Cybelec S.A., CH-Yverdon-les-Bains P CHF 250,000 100 % 1970

Cybelec S.r.l., IT-Cinisello Balsamo E EUR 100,000 100 % 2004

Cybelec Numerical Control Technology

(Shanghai) Co. Ltd., CN-Shanghai P CNY 2,811,100 100 % 2006

1) E = Engineering and sales P = Production, development and sales F = Finance S = Service

124.indd 36 12.07.2012 12:29:07


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

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

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

The following exchange rates were used:

CHF Year-end rates Average rates

for the balance sheet for the year for the

income statement

30.04.12 30.04.11 11/12 10/11

USA USD 0.9069 0.8697 0.8834 1.0011

Europe EUR 1.2019 1.2905 1.2063 1.3284

UK GBP 1.4752 1.4494 1.4068 1.5626

China CNY 0.1443 0.1340 0.1388 0.1499

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

Cash Cash comprises cash on hand, postal giro account and bank de-posits as well as amounts due from money-market transactions maturing up to three months.

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

Inventories and work in progress

Purchased goods and products manufactured in-house are recog-nised at cost. Manufacturing costs include the cost of the compo-nents, all specific production costs (actual costs) plus an appropriate allocation of production overhead and production-related depre-ciation and amortisation. Provision is made if the net realisable value of an item is lower than the cost of inventories calculated in accordance with the methods described above.

Inventories are measured using the weighted average cost method. An additional write-down is recognised for obsolete inventory items based on turnover frequency. Discounts received are recog-nised as a reduction in the purchase price.

Intragroup profits from internal deliveries are eliminated.

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

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

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

124.indd 37 12.07.2012 12:29:07


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

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

As of 30 April 2012, the theoretical effect of the goodwill as an as-set on the balance sheet and on the income statement would be zero, this asset having been entirely amortised at this date.

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

ImpairmentThe value of non-current assets is assessed on the balance sheet date for signs of impairment. If there is evidence of any lasting re-duction value, the recoverable amount is calculated (impairment test). If the book value exceeds the realisable value, the difference is recognised in profit and loss via extraordinary impairment.

Financial liabilitiesFinancial liabilities are stated at their nominal value, they are clas-sified as current liabilities unless the Group has an unconditional right to defer the settlement of the liability for a least twelve months after the balance sheet date.

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

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

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

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

Employee benefit obligationsEmployees and former employees receive various employee benefits and old age pensions which are provided in accordance with the laws of the countries in which the companies operate. The Swiss companies of the Group have joined a pension plan with full insurance character. The pension plans are financed by employer and employee contributions. Further information in accordance with Swiss GAAP FER 16 “Employee benefit obligations” is dis-closed in Note 15.

Ex-employee stock option planFrom 1 October, 1999 to 30 April, 2007, options to purchase Infranor Inter Ltd. bearer shares were sold to the executive director and CEO, who resigned from his position as of 31 May, 2009. This option plan has expired and was not renewed; however the exercising periods have not yet expired.


124.indd 38 12.07.2012 12:29:07


The benefit consisted of options to purchase Infranor Inter shares at a predeterminated price. Options were granted within the scope of this stock option plan. The last options were issued in the 2006/07 financial year. In order to cover all potentially outstanding options, the Group purchased the necessary number of shares and holds these until the options expire or are exercised.

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

Explanatory notes on the consolidated financial statements

3. Cash and cash equivalents

3.1 Cash by currency1,000 CHF 30.04.12 30.04.11

CHF 448 1,727

EUR 1,242 1,485

USD 250 170

Other currencies (GBP, CNY) 517 620

Cash equivalents 0 46

Total cash & cash equivalents 2,457 4,048

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

4. Trade accounts receivable1,000 CHF 30.04.12 30.04.11

Total trade accounts receivable (gross) 9,368 10,561

Bad debt allowances – 779 – 837

Total trade accounts receivable (net) 8,589 9,724

As of 30 April 2012, receivables totalling 0.18 million CHF (previ-ous fiscal year: 0.25 million CHF) were pledged with banks as loan collateral.

Trade accounts receivable are normally due within 30 to 120 days; in principle they are interest-free and unsecured. The risk of default is taken into account in the corresponding bad-debt allowance.

5. Other receivables1,000 CHF 30.04.12 30.04.11

VAT recoverables, withholding taxes 834 908

Income tax receivables 59 28

Advance payments to suppliers 98 88

Other receivables 385 294

Total 1,376 1,318

6. Inventories1,000 CHF 30.04.12 30.04.11

Raw materials and supplies 5,232 5,313

Semi-finished products and work in progress 1,767 2,135

Finished products 3,109 3,591

Inventories (gross) 10,108 11,039

Valuation allowance – 1,563 – 1,548

Inventories (net) 8,545 9,491

Beside a foreign-currency effect on the inventory, the group man-agement follows its policy to reduce and adapt the inventory level to the needs of the group.

124.indd 39 12.07.2012 16:40:26


7. Property, plant and equipment


7.1 Property, plant and equipment in the year under review 1,000 CHF Land, buildings/ Machinery/ IT Industrial Office furniture Motor Total

installations tools hardware plant and equipment vehicles 11/12

Cost

As at 1.5. 1,946 11,632 1,417 2,639 871 586 19,091

Additions 111 608 80 165 23 1 988

Disposals 0 0 – 4 0 0 0 – 4

Currency translation differences – 79 – 704 – 63 – 176 – 20 – 18 – 1,060

As at 30.4. 1,978 11,536 1,430 2,628 874 569 19,015

Accumulated depreciation

As at 1.5. – 942 – 8,342 – 1,246 – 1,542 – 740 – 452 – 13,264

Depreciation – 162 – 335 – 72 – 104 – 33 – 51 – 757

Disposals 0 0 4 0 0 0 4

Currency translation differences 46 482 55 100 17 12 712

As at 30.4. – 1,058 – 8,195 – 1,259 – 1,546 – 756 – 491 – 13,305

Net carrying values 30.4.12 920 3,341 171 1,082 118 78 5,710

of which finance leases 410 875 0 238 0 26 1,549

Insured values 8,006

7.2 Property, plant and equipment in the previous year 1,000 CHF Land, buildings/ Machinery/ IT Industrial Office furniture Motor Total

installations tools hardware plant and equipment vehicles 10/11

Cost

As at 1.5. 2,048 12,184 1,467 2,850 912 569 20,030

Additions 44 605 67 190 16 87 1,009

Disposals 0 – 51 0 – 132 – 5 – 37 – 225

Currency translation differences – 146 – 1,106 – 117 – 269 – 52 – 33 – 1,723

As at 30.4. 1,946 11,632 1,417 2,639 871 586 19,091

Accumulated depreciation

As at 1.5. – 866 – 8,780 – 1,256 – 1,662 – 740 – 438 – 13,742

Depreciation – 155 – 377 – 90 – 156 – 46 – 75 – 899

Disposals 0 51 – 1 127 5 37 219

Currency translation differences 79 764 101 149 41 24 1,158

As at 30.4. – 942 – 8,342 – 1,246 – 1,542 – 740 – 452 – 13,264

Net carrying values 30.4.11 1,004 3,290 171 1,097 131 134 5,827

of which finance leases 489 1,206 0 15 20 42 1,772

Insured values 8,633

124.indd 40 12.07.2012 12:29:08


8.2 Intangible assets in the previous year

1,000 CHF Own Trade- Total

Business product marks 09/10

software devel- patents,

opment other

Cost

As at 1.5. 1,638 3,370 517 5,525

Additions 49 0 31 80

Currency

translation differences – 25 – 174 – 199

As at 30.4. 1,662 3,196 548 5,406

Accumulated amortisation

As at 1.5. – 983 – 1,301 – 142 – 2,426

Amortisation – 295 – 467 – 88 – 850

Reclassification – 1 0 1 0

Currency

translation differences 22 46 1 69

As at 30.4. – 1,257 – 1,722 – 228 – 3,207

Net carrying values

30.04.11 405 1,474 320 2,199

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

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

The product development and launch costs refer solely to self- developed new products namely from Cybelec S.A. (FASTware), Mavilor Motors S.A. (XtraforsPrime) as well as Infranor S.A.S. (Xtrapuls), for which supply agreements have already been signed.

Trademark rights are purchased product trademarks which continue to be registered in the leading industrialised countries as well as li-cences and patents related to purchased marketing rights for complementary third-party products and purchased patents for motion automation products. Trademark rights and marketing li-cences developed within the business are not capitalised.

As at the balance sheet date there were no indications of possible impairment of property, plant and equipment. The property, plant and equipment which were financed by means of finance leasing are related to the factory building in Lourdes, France, and to the machinery and extension to the factory building in Spain.

All leasing agreements include an option to buy the asset at the calculated residual value, which is usually zero.

The lessor has not imposed any restrictions or conditions.

8. Intangible assets

8.1 Intangible assets in the year under review

1,000 CHF Own Trade- Total

Business product marks 11/12

software devel- patents,

opment other

Cost

As at 1.5. 1,662 3,196 548 5,406

Additions 240 0 57 297

Currency

translation differences – 8 – 107 – 2 – 117

As at 30.4. 1,894 3,089 603 5,586

Accumulated amortisation

As at 1.5. – 1,257 – 1,722 – 228 – 3,207

Amortisation – 322 – 430 – 90 – 842

Currency

translation differences 5 41 0 46

As at 30.4. – 1,574 – 2,111 – 318 – 4,003

Net carrying values

30.04.12 320 978 285 1,583

125.indd 41 12.07.2012 12:30:52



9. Income taxes

9.1 Income taxes Components of income tax expenses 1,000 CHF 11/12 10/11

Current income tax 563 421

Deferred income tax expenses – 112 285

Total income tax expenses/(income) 451 706

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

9.2 Composition of the deferred tax assets and liabilities

Deferred tax assets 1,000 CHF 11/12 10/11

Property, plant and equipment 156 93

Other fixed assets 165 128

Current assets 276 188

Non-current liabilities 74 125

Payables 113 134

Subtotal temporary differences 784 668

Losses carried forward / Tax credits 723 816

Total deferred tax assets 1,507 1,484

Deferred tax liabilities 1,000 CHF 11/12 10/11

Property, plant and equipment 134 157

Current assets 229 228

Total deferred tax liabilities 363 385

of which recognised in the balance sheet as:

Deferred tax liabilities – 363 – 228

Deferred tax assets 1,507 1,327

Net deferred tax assets 1,144 1,099

Deferred taxes are calculated for every company using the actual tax rate. As of 30 April 2012, the weighed average rate was 27.7 per cent (prior fiscal year 31.3 per cent).

It is not expected that distributions by the Group and affiliated companies will generate significant additional tax liabilities. The Infranor Group does not make provision for taxes on possible future distributions of profits retained by Group companies as these amounts are treated as permanently reinvested.

9.3 Tax losses and tax credits brought forward

As of 30 April, 2012, individual subsidiaries had brought forward unrecognised tax loss carry forwards totalling 12.7 million CHF (previous fiscal year: 14.3 million CHF) that can be set off against taxable earnings in future financial years. In this respect, deferred tax assets are taken into account only to the extent that it is prob-able that future taxable profits will be available and can be utilised against the deferred tax assets. The amount decreased due to the lower currency exchange rates; in addition, some tax losses could be utilised against profits of the reporting period.

These will expire on the following dates:

Tax losses / tax credits for which no deferred taxes are capitalised1,000 CHF 11/12 10/11

Expire in 1 year 0 0

Expire in 2 – 3 years 73 410

Expire in 4 – 7 years 7,739 8,852

Expire in more than 7 years 1,832 1,992

No expiry date 3,025 3,085

Total 12,669 14,339

10. Financial liabilities

Bank limits were utilised by Group companies at the end of April 2012 in the amount of 8.6 million CHF (previous year: 9.4 million CHF). As of 30 April, 2012, the credit limits of all Group companies (with and without guarantees from Infranor Inter Ltd.) including bank discount limits, amounted to a total of 10.8 million CHF (12.3 million CHF in the previous year).

10.1 Current financial liabilities1,000 CHF 30.04.12 30.04.11

Bank overdrafts 3,229 3,602

Bank loans, falling due within one year 4,251 4,178

Total current liabilities due to banks 7,480 7,780

Obligations under finance leases,

falling due within one year 139 312

Total current interest-bearing liabilities 7,619 8,092

The decrease of the financial liabilities can be attributed to a strict management in utilisation of credit lines.

125.indd 42 12.07.2012 12:30:52


Current liabilities due to banks by currency with average interest rates1,000 CHF 30.04.12 Effective 30.04.11 Effective

interest interest

rates rates

CHF 3,620 3.73 % 3,500 4.17 %

EUR 3,860 4.21 % 4,280 4.01 %

Total 7,480 3.98 % 7,780 4.07 %

10.2 Non-current financial liabilities1,000 CHF 30.04.12 30.04.11

Long-term bank loans (1 – 5 years) 921 1,155

Loans from government institutions (1 – 5 years) 0 58

Obligations under finance leases (1 – 5 years) 37 135

Total long-term interest-bearing liabilities 958 1,348

The effective interest rate on the long-term bank liabilities in euro for the countervalue of 0.92 million CHF amounted 5.72 percent (previous year 5.64 percent). The increase was mainly due to rates applied by Spanish banks.

10.3 Subordinated convertible bond1,000 CHF 30.04.12 30.04.11

Par value of subordinated convertible bond

at issue date 4,359 4,359

Book value 4,359 4,359

On 21 December 2009, the shareholders of Infranor Inter Ltd. sub-scribed a subordinated, seven-year convertible bond for a total amount of 4.36 million CHF. The bond carries a coupon of 7 percent. Bondholders are entitled to convert four bonds, each with a par value of 10 CHF, into one new Infranor Inter Ltd. bearer share with a par value of 20 CHF, between 21 June 2010 and 14 December 2016.

After three years, i. e. from 21 December, 2012 onwards, the issuer may repay the bond at any time prior to maturity at par plus accrued interest, subject to a notice period of 30 calendar days (hard call).

After 21 June, 2010, the issuer may repay the bond at any time prior to this maturity, at par plus accrued interest, subject to a notice period of 30 calendar days, and provided there is at least one transaction in the issuer’s shares on the SIX Swiss Exchange during at least 45 out of 90 trading days after 21 June, 2010, and the closing price of at least 60 CHF. Notice must be given within twenty trading days directly following the aforementioned time period of 90 trading days (soft call).

10.4 Subordinated bond1,000 CHF 30.04.12 30.04.11

Par value of subordinated bond

2006 – 13 at year-end 4,980 7,300

Book value 4,980 7,300

On 25 July, 2006, Infranor Holding S.A., a subholding of Infranor Inter Ltd., issued a seven-year subordinated Swiss franc bond in the amount of 8.3 million CHF carrying a coupon of 7.26 percent; this was done within the scope of PULS CDO 2006-1, 2006-13, a collateralised debt obligation in the total amount of 260 million eu-ros. Merrill Lynch, Germany, acted as arranger, and Capital Securi-ties Group AG, Baar, acted as the portfolio manager. The new cap-ital was used exclusively to repay bank loans of the Infranor Group.

The agreed covenants for the subordinated bond are as follows:

Level of debt less than 250 percent (ratio of: a) total liabilities disregarding the total par value of the subordinated bond but plus other subordinated debt instruments, and b) shareholders’ equity taking the subordinated bond into account)

Interest coverage of more than 100 percent (ratio EBITDA/netfinancing costs)

Infranor Inter Ltd. has issued a joint security for the amount of the subordinated bond in favour of the lender.

Infranor Group repaid 2.32 million CHF in its fiscal year 2011/12 ending on 30 April 2012.

–

–

125.indd 43 12.07.2012 12:30:52



11. Other current liabilities1,000 CHF 30.04.12 30.04.11

Other liabilities / VAT 516 603

Commissions 82 129

Customers’ prepayments 154 202

Other liabilities due

to related parties 73 0

Total 825 934

12. Accruals and deferred income1,000 CHF 30.04.12 30.04.11

Accrued personnel costs 917 904

Accrued payroll taxes 84 118

Accruals for holidays and overtime 609 642

Accrued interest 134 158

Other accruals 727 1,101

Total 2,471 2,923

13. Short-term provisions1,000 CHF Warran- Other Total Total

ties 11/12 10/11

As at 1.5. 597 39 636 582

Currency translation

differences – 15 – 3 – 18 – 36

Utilised – 685 0 – 685 – 643

Provided / Reversed

through profit & loss 642 96 738 733

As at 30.4. 539 132 671 636

The provisions for warranties were provided for repairs and for replacing defective products. They are based firstly on a cost esti-mate based on known facts, and secondly on experience, particu-larly with respect to the cost of further development work on newly launched products.

14. Long-term provisions1,000 CHF Employee benefit

obligations not

financed by plan assets

Total Total

11/12 10/11

As at 1.5. 382 294

Currency translation

differences – 26 – 33

Provided / Reversed

through profit & loss – 98 121

As at 30.4. 258 382

15. Employee benefit obligations

Employees and former employees receive various employee benefits and old age pensions which are provided in accordance with the laws of the countries in which the companies operate. The Swiss companies of the Group have joined a pension plan with full insurance character. The pension plans are financed by employer and employee contributions.

1,000 CHF

Contribu-

tions Pension plan

accrued expenses in

personnel expenses

11/12 11/12 10/11

Pension institutions without

surplus / deficit 420 420 533

Pension institutions with surplus 0 0 0

Pension institutions with deficit 0 0 0

Total 420 420 533

125.indd 44 12.07.2012 12:30:52


There is no ECR (employer contribution reserves) in Infranor Group. In addition of that there were no changes in the economic benefit of the company from surplus and no changes in economic obligations from deficit.

16. Shares and share capital

16.1 Shares Number of issued bearer shares 11/12 10/11

each with a par value of 20 CHF

As at 1.5. 776,996 776,996

Bonds converted into bearer shares 0 0

As at 30.4. 776,996 776,996

of which own stock 11,110 11,110

16.2 Share capital CHF 30.04.12 30.04.11

Share capital 15,539,920 15,539,920

Conditional share capital 3,510,080 3,510,080

of which allocated for convertible bond – 2,179,660 – 2,179,660

Remaining conditional share capital 1,330,420 1,330,420

The Infranor Inter Ltd. shares held by the company itself (treasury shares) are deducted from equity (see also the consolidated state-ment of changes in equity on page 33). The Board of Directors is entitled to increase the share capital by a maximum amount of 3.51 million CHF by issuing 175,504 bearer shares with a nominal value of 20 CHF. However, 108,983 shares are reserved for the potential conversion of the convertible bond.

17. Impact of foreign currencies on the income statementChange as against the previous year 30.04.12 30.04.11

Net sales – 6.6 % – 6.9 %

EBITDA – 4.7 % – 8.6 %

18. Net sales

18.1 Net sales by products1,000 CHF 11/12 10/11

Servo-motors 15,997 16,382

Servo-drivers 11,296 11,011

Controls 13,925 15,989

Traded products 1,713 2,286

Service, spare parts, repairs 3,468 3,592

Total net sales 46,399 49,260

18.2 Net sales by sector1,000 CHF 11/12 10/11

Industrial manufacturing 47 % 53 %

Industrial handling and assembly 20 % 18 %

Processing industry 13 % 8 %

Packaging 6 % 3 %

Other 14 % 18 %

Total net sales 100 % 100 %

19. Personnel costs

19.1 Personnel costs1,000 CHF 11/12 10/11

Wages and bonuses 11,882 11,921

Costs capitalized – 279 – 202

Social security 2,287 2,329

Pension expenses as per Note 15 420 533

Other personnel costs 978 909

Total personnel costs 15,288 15,490

19.2 Number of employees by region 11/12 10/11

Switzerland 42 44

Europe excl. Switzerland 129 132

North America 5 5

Asia 31 27

Total 207 208

125.indd 45 12.07.2012 12:30:53



19.3 Number of employees by role 11/12 10/11

Sales, engineering, service 67 64

Production 89 93

Research and development 27 28

Administration 24 23

Total 207 208

19.4 Option planNumber of options 11/12 10/11

(1 option gives right to 1 bearer share of Infranor Inter Ltd.)

Outstanding at the beginning of the period 3,554 4,028

Issued 0 0

Exercised during the period 0 0

Expired / cancelled during the period – 954 – 474

Outstanding at the end of the period 2,600 3,554

Average strike price of outstanding options 45.14 46.27

Exercisable within 1 year 300 954

Exercisable within 1 to 5 years 2,300 2,600

Average remaining contractual life in years 2 3

Number of options “in the money” 0 0

Number of options “out of money” 2,600 3,554

The ex-employee’s stock option plan is described on pages 38 and 39. The options cannot be covered by the conditional share capital. Consequently, the company holds treasury shares to cover these option rights.

20. General and administrative costs1,000 CHF 11/12 10/11

Administrative costs 498 493

IT costs 239 333

Travel costs 275 191

Consultancy & service fees 347 339

Audit fees 198 204

Management services from related companies 643 579

Total general and administrative costs 2,200 2,139

21. Sales costs1,000 CHF 11/12 10/11

Marketing 72 96

Exhibitions 67 193

Commissions 217 286

Representative office 9 8

Travel expenses 553 603

Miscellaneous 32 112

Total sales costs 950 1,298

The decrease of sales costs is mainly due to exhibitions costs oc-curred in prior year for fairs which the Infranor Group did not at-tend this current year.

22.1 Other operating expenses1,000 CHF 11/12 10/11

Production and engineering expenses 1,164 1,335

Costs relating to a different accounting period 9 12

Rental costs 1,013 1,025

Rental costs related party 288 317

Warranty costs 393 496

Accounts receivable losses & bad debt allowances 181 335

External R&D costs, trademarks, patents 244 192

Other expenses 96 0

Total other operating expenses 3,388 3,712

The decrease of other operating expenses is mainly due to a bet-ter logistics, debtors and inventory management.

The R&D item in the income statement shows only external re-search and development costs including prototyping costs as well as current costs for trademark and patent rights. In the current ac-counting period, no external costs were capitalised for the products launched (in accordance with Swiss GAAP FER N° 10) .

The total research and development costs are allocated to various items in the income statement and break down as follows:

125.indd 46 12.07.2012 12:30:53


22.2 Total research and development costs1,000 CHF 11/12 10/11

Internal engineering 2,436 2,717

External engineering 0 40

Materials, tools and miscellaneous items 153 240

Patents 65 68

Total development costs 2,654 3,065


23. Other operating income1,000 CHF 11/12 10/11

Commission income 138 167

Grants and subsidies 289 0

Income relating to a different accounting period 29 128

Other income 164 45

Total 620 340

Sales commission for slewing rings and bearings remained low due to the overall business situation.

Grants and subsidies are incomes generated from the participa-tion of subsidiaries to government sustainable projects.

Income relating to the previous accounting periods was generated by the recovery of old receivables amounts which were previously written off and from received indemnity.

The income collected in “other income” is mainly coming from re-ceived indemnity.

24. Depreciation and amortisation1,000 CHF 11/12 10/11

Depreciation of property, plant and equipment 757 899

Amortisation of intangible assets 842 850

Total depreciation and amortisation 1,599 1,749

More details can be found in notes 7 and 8 on pages 40 and 41.

25. Financial result1,000 CHF 11/12 10/11

Interest income 12 6

Total finance income 12 6

Interest expenses on bank liabilities – 465 – 510

Interest expense on subordinated convertible

bond – 270 – 270

Interest expenses on related parties – 35 – 50

Interest expense on subordinated bond – 504 – 607

Net foreign exchange losses – 330 – 682

Bank charges – 236 – 183

Total finance expenses – 1,840 – 2,302

Financial result – 1,828 – 2,296

The decline of financial expenses is explained by the decrease of the Group indebtedness and to minor impact of foreign currencies exposure.

26. Pledged assets1,000 CHF 30.04.12 30.04.11

Assignment of individual accounts receivable 184 251

Total 184 251

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

27. Off-balance sheet obligations under operating leases and rental agreements1,000 CHF 30.04.12 30.04.11

Obligations

– due within one year 837 753

– due in 1 to 5 years 2,162 2,094

– due over 5 years 0 404

Total 2,999 3,251

The obligations consist almost exclusively of rental contracts for buildings used by the Group. The longest rental contract has five years to run and was drawn up for the Cybelec S.A. building. The remaining rent obligation for this contract amounts to 2.0 mil-lion CHF (previous fiscal year 2.4 million CHF).

125.indd 47 12.07.2012 12:30:53



28. Transaction with related parties

The detailed information required by Section 663b bis of the Swiss Code of Obligations on management compensation is disclosed in the separate financial statement of Infranor Inter Ltd. on pages 57 and 58.

No compensation has been paid to former officers. Compensation is paid to new members of Group Management pro rata temporis.

28.1 Other transactions1,000 CHF 11/12 10/11

Rent to companies of the Perrot Duval Group 288 317

Management services provided by Perrot Duval

Management S.A. 643 579

Legal advice provided by Board member

Dr. iur R. Müller 10 10

All transactions have been conducted at arm’s length. Apart from the above-mentioned compensation, no further monetary pay-ments were made.

29. Share ownership

As the main shareholder, Perrot Duval Holding S.A. held 77.9 per-cent of the share capital (previous fiscal year: 78.0 percent). There are no other shareholders with more than 3 percent of the vot-ing rights (in accordance with Section 663c of the Swiss Code of Obligations).

The Board of Directors and Group Management held a total of 2,687 shares (0.3 percent) in Infranor Inter Ltd. as of 30 April 2012 (2,687 shares previous fiscal year).

The Board of Directors of Infranor Inter Ltd. has no knowledge of close members of the family of members of the Board of Directors or Group Management who are shareholders in Infranor Inter Ltd.

30. Events after the balance sheet date

The financial statements have been prepared on a going concern basis which the Directors and the Group Management believe to be appropriate.

Between the balance sheet date and the date of publication of this Annual Report, no other events occurred which could have a ma-terial impact on the consolidated financial statements for 2011/12.

31. Approval of the consolidated financial statements

The consolidated financial statements were authorised for issue by the Board of Directors of Infranor Inter Ltd. at its meeting on 5 July 2012. The Board of Directors will recommend to the Annual Shareholders’ Meeting on 6 September 2012, that the consoli-dated financial statements be approved.

125.indd 48 12.07.2012 12:30:53


Report of the Statutory Auditor

the appropriateness of the accounting policies used and the reason-ableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements for the year ended 30 April 2012 give a true and fair view of the financial posi-tion, the results of operations and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing ac-cording to the Auditor Oversight Act (AOA) and independence (arti-cle 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

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

We recommend that the consolidated financial statements submit-ted to you be approved.

Lausanne, 5 July 2012

PricewaterhouseCoopers SA

Felix Roth Pierre-Alain Dévaud Audit expert Audit expert Auditor in charge

To the General Meeting of Infranor Inter AG, Zurich

Report of the statutory auditor on the consolidated financial statements

As statutory auditor, we have audited the consolidated financial statements of Infranor Inter AG, which comprise the balance sheet, income statement, statement of changes in equity, cash flow state-ment and notes (pages 30 to 48), for the year ended 30 April 2012.

Board of Directors’ Responsibility

The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accord-ance with Swiss GAAP FER and the requirements of Swiss law. This responsibility includes designing, implementing and main-taining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain rea-sonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judg-ment, including the assessment of the risks of material misstate-ment of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presen-tation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating

125.indd 49 12.07.2012 12:30:54

126.indd 50 12.07.2012 12:32:59

Infranor Inter Ltd. Financial Report

52 Balance Sheet

53 Income Statement

54 Notes to the Annual Financial Statements

60 Proposed Appropriation of Retained Earnings

61 Report of the Statutory Auditor

126.indd 51 12.07.2012 12:32:59

52Infranor Inter Ltd. Financial Report 2011/2012

Balance Sheet of Infranor Inter Ltd.

CHF Note 30.04.12 30.04.11

Assets

Current assets

Cash and cash equivalents 51,392 300,768

Treasury shares 1 261,641 293,896


Prepaid expenses 3 22,065 14,574


Fixed assets

Investments 4 20,600,000 20,600,000

Loans to Group companies 5 3,630,000 2,990,000

Intangible Assets 6 48,536 66,628

Total fixed assets 24,278,536 23,656,628

Total assets 24,654,924 24,267,133

Liabilities

Current liabilities

Accounts payable Group 0 41,301

Accounts payable Third parties 32,068 6,861

Accrued expenses 7 244,092 240,605


Long-term liabilities

Subordinated convertible bond 2009 – 2016 8 4,359,300 4,359,300

Total long-term liabilities 4,359,300 4,359,300


Share capital 9,10 15,539,920 15,539,920

Reserve from capital contributions 11 2,773,092 2,839,920

General legal reserve 11 455,983 268,064

Legal reserves 11 3,229,075 3,107,984

Reserve for treasury shares 11 467,128 467,128

Balance brought forward from previous year 11 0 214,891

Profit for the year 11 783,341 289,143

Unappropriated retained losses / earnings 11 783,341 504,034

Total shareholders’ equity 11 20,019,464 19,619,066

Total liabilities and shareholders’ equity 24,654,924 24,267,133

126.indd 52 12.07.2012 12:32:59


Income Statement of Infranor Inter Ltd.

CHF Note 11/12 10/11

Income from investments 12 1,320,000 800,000

Financial income 13 119,090 148,547

Total income 1,439,090 948,547

General and administrative costs 14 – 323,943 – 281,754

Financial expenses 15 – 331,806 – 377,650

Profit before taxes 783,341 289,143


CHF Note 30.04.12 30.04.11

Assets

Current assets

Cash and cash equivalents 51,392 300,768

Treasury shares 1 261,641 293,896


Prepaid expenses 3 22,065 14,574


Fixed assets

Investments 4 20,600,000 20,600,000

Loans to Group companies 5 3,630,000 2,990,000

Intangible Assets 6 48,536 66,628

Total fixed assets 24,278,536 23,656,628

Total assets 24,654,924 24,267,133

Liabilities

Current liabilities

Accounts payable Group 0 41,301

Accounts payable Third parties 32,068 6,861

Accrued expenses 7 244,092 240,605


Long-term liabilities

Subordinated convertible bond 2009 – 2016 8 4,359,300 4,359,300

Total long-term liabilities 4,359,300 4,359,300


Share capital 9,10 15,539,920 15,539,920

Reserve from capital contributions 11 2,773,092 2,839,920

General legal reserve 11 455,983 268,064

Legal reserves 11 3,229,075 3,107,984

Reserve for treasury shares 11 467,128 467,128

Balance brought forward from previous year 11 0 214,891

Profit for the year 11 783,341 289,143

Unappropriated retained losses / earnings 11 783,341 504,034

Total shareholders’ equity 11 20,019,464 19,619,066

Total liabilities and shareholders’ equity 24,654,924 24,267,133

126.indd 53 12.07.2012 12:32:59


Notes to the Annual Financial Statements

Balance Sheet

1. Treasury shares 11/12 10/11

Number CHF Number CHF

Balance as at 1.5. 11,110 293,896 11,110 252,197

Fair value change 0 – 32,255 41,699

Balance as at 30.4. 11,110 261,641 11,110 293,896

The holding of treasury shares is used to cover an options- programme that expired on 30 April 2007, and was not extended; however the exercizing periods have not yet expired.

Further details can be found in note 19.4 on page 46 of the consol-idated annual financial statement.

2. Other receivablesCHF 30.04.12 30.04.11

Accounts receivable from group companies 40,659 0

Other receivables (withholding tax, others) 631 1,267

Total 41,290 1,267

3. Prepaid expenses

The prepaid expenses consist of amounts paid for the cost of the listing at the SIX Swiss Exchange and maintenance fees for IT.

4. InvestmentsCompanies Number of Currency Par value Nom. share Interest 30.04.12 30.04.11

shares per share capital % 1,000 CHF 1,000 CHF

in 1,000

Cybelec S.A., CH-Yverdon-les-Bains 250 CHF 1,000 250 100 10,000 10,000

Infranor Holding S.A.

CH-Yverdon-les-Bains 18,240 CHF 500 9,120 100 10,600 10,600

Total net carrying amount 20,600 20,600

Cybelec S.A. is the parent company of the Cybelec division with development, production, engineering and sales functions. Cybelec S.A. has two 100 percent subsidiaries, one in China and one in Italy.

Infranor Holding S.A. is the holding company of the Infranor Divi-sion and includes also the operational Infranor Group Management activities. Infranor Holding S.A. owns eight 100 percent subsidiaries, for further details see page 36.

The investments are subjected to an annual impairment test using DCF methods on the balance sheet date.

5. Loans to Group companiesCHF 30.04.12 30.04.11

Infranor Holding S.A., CH-Yverdon-les-Bains 3,630,000 2,990,000

Total 3,630,000 2,990,000

During the period under review, Infranor Inter Ltd. made tempo-rary additional loans of 640,000 CHF to Infranor Holding S.A. aimed to facilitate its operational Infranor Group management ac-tivities as well as a partial repayment of the subordinated loan 2006-13.

6. Intangible assetsCHF 30.04.12 30.04.11

Capitalised transaction cost in relation to the

subordinated convertible bond 90,459 90,459

Depreciation – 41,923 – 23,831

Total 48,536 66,628

The issuance of the subordinated convertible bond 2009-16 during fiscal year 2009/10 generated publication, legal and banking ex-penses, which were capitalised and will be amortised over a period of 5 years.

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7. Accrued expensesCHF 30.04.12 30.04.11

Annual report and annual shareholders’ meeting 50,000 53,000

Interest expenses on the subordinated convertible

bond 109,346 109,346

Auditing / actuary costs 59,900 54,601

Taxes / miscellaneous 24,846 23,658

Total 244,092 240,605

8. Subordinated convertible bond 2009 – 16CHF 30.04.12 30.04.11

Par value of subordinated convertible bond

as at 30.4. 4,359,300 4,359,300

On 21 December, 2009, the shareholders of Infranor Inter Ltd. subscribed to a subordinated, seven-year convertible bond for a total amount of 4.36 million CHF. The bond carries a coupon of 7 percent. Bondholders are entitled to convert four bonds, each with a par value of 10 CHF, into one new Infranor Inter Ltd. bearer share with a par value of 20 CHF, between 21 June 2010 and 14 December 2016.

After three years, i. e. from 21 December, 2012 onwards, the issuer may repay the bond at any time prior to maturity at par plus accrued interest, subject to a notice period of 30 calendar days (hard call).

After 21 June, 2010, the issuer may repay the bond at any time prior to this maturity, at par plus accrued interest, subject to a notice period of 30 calendar days, and provided there is at least one transaction in the issuer’s shares on the SIX Swiss Exchange during at least 45 out of 90 trading days after 21 June, 2010, and the closing price of at least 60 CHF. Notice must be given within twenty trading days directly following the aforementioned time period of 90 trading days (soft call).

9. Share capitalNumber of bearer shares issued 30.04.12 30.04.11

With a par value of 20 CHF no. 776,996 776,996

Share capital as at 30.4. CHF 15,539,920 15,539,920

Conditional capital (175,504 shares

with a par value of 20 CHF) CHF 3,510,080 3,510,080

Treasury shares no. 11,110 11,110

In the year under review, no convertible bonds were converted into bearer shares at a nominal price of 20 CHF.

The bearer shares are listed on the SIX Swiss Exchange in Zurich. Security no. 724 910; Telekurs and Swissquote: INI; Thomson Reuters: INI.S.

10. Share ownership

As the main shareholder, Perrot Duval Holding S.A. held 77.9 per-cent of the share capital (previous year 78.0 percent). There are no other known shareholders with more than 3 percent of the voting rights (under Section 663c of the Swiss Code of Obligations). The Board of Directors and Group Management held a total of 2,687 shares (0.3 percent) in Infranor Inter Ltd. as of 30 April 2012.

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11. Shareholders’ equity Share General Reserve Reserve Unappro- Total

capital legal from capital for treasury priated

reserve contributions shares retained

earnings

Balance as at 1.5. 15,539,920 268,064 2,839,920 467,128 504,034 19,619,066

Transfer of reserve from capital contributions 66,828 – 66,828 0

Dividend – 382,943 – 382,943

Allocation to general reserve 121,091 – 121,091 0


Balance as at 30.4. 15,539,920 455,983 2,773,092 467,128 783,341 20,019,464

Income Statement

12. Income from investmentsCHF 11/12 10/11

Cybelec S.A., CH-Yverdon-les-Bains 1,320,000 800,000

Total 1,320,000 800,000

13. Financial incomeCHF 11/12 10/11

Interest income

Cybelec S.A., CH-Yverdon-les-Bains 0 5,755

Infranor Holding S.A., CH-Yverdon-les-Bains 150,919 100,165

Subtotal interest income from Group companies 150,919 105,920

Bank interest 426 928

Fair value change treasury shares – 32,255 41,699

Total 119,090 148,547

The major driver of the decrease of the financial income is the im-pact of the share value of the treasury shares.

14. General and administrative costsCHF 11/12 10/11

Personnel costs – 104,890 – 101,002

Auditing costs for holding company & Group – 85,759 – 82,210

Tax on capital and other taxes – 14,406 – 8,238

Publications & General Assembly – 85,539 – 73,138

Other administrative expense – 33,349 – 17,166

Total – 323,943 – 281,754

The slight increase of “other administration expenses” is mainly coming from additional consultancy services and “off period” ad-justments.

15. Financial expensesCHF 11/12 10/11

Interest paid on convertible bond – 305,151 – 305,151

Financial charges and FX transaction loss – 26,655 – 72,499

Total – 331,806 – 377,650

The decrease of “financial expenses” is due to our lower exposure to foreign currency positions.

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16. Management compensation Pension fund

Fixed gross Variable gross social security Other

2011/12 CHF remuneration remuneration charges remuneration Total

Board of Directors

Nicolas Eichenberger *) Executive Chairman 36,290 56,183 10,061 6,000 108,534

François Jaquier Member 24,749 0 2,693 3,000 30,442

Richard Müller Member 18,133 0 1,973 3,000 23,106

Francesc Cruellas *) Member / Executive Director 24,749 56,183 8,805 3,000 92,737

Total 103,921 112,366 23,532 15,000 254,819

Group Management

Total Group Management 634,724 142,951 109,608 21,050 908,333

Highest individual compensation Dr. J.-P. van Griethuysen 300,000 82,581 66,767 14,400 463,748

Pension fund

Fixed gross Variable gross social security Other

2010/11 CHF remuneration remuneration charges remuneration Total

Board of Directors

Nicolas Eichenberger *) Executive Chairman 36,266 0 3,946 6,000 46,212

François Jaquier Member 24,727 0 2,690 3,000 30,417

Richard Müller Member 18,133 0 1,973 3,000 23,106

Francesc Cruellas *) Member / Executive Director 24,655 0 2,682 3,000 30,337

Total 103,781 0 11,291 15,000 130,072

Group Management

Total Group Management 663,674 59,398 105,941 26,400 855,413

Highest individual compensation Dr. J.-P. van Griethuysen 300,000 40,882 61,563 14,400 416,845

*) Nicolas Eichenberger and Francesc Cruellas are executive members of the Board of Directors.

No compensation has been paid to former members of the Board of Directors, Group Management or related parties.

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17. Share ownership by Management

CHF

Bearer

shares

30.04.12

Board of Directors

Nicolas Eichenberger *) Executive Chairman 1,085

François Jaquier Member 450

Richard Müller Member 50

Francesc Cruellas *) Member / Executive Director 1,102

Total 2,687

CHF

Bearer

shares

30.04.11

Board of directors

Nicolas Eichenberger Vice-Chairman 1,085

François Jaquier Member 450

Richard Müller Member 50

Francesc Cruellas Member / Executive Director 1,102

Total 2,687

*) Nicolas Eichenberger and Francesc Cruellas are executive members of the Board of Directors.

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18. Contingent liabilities1,000 CHF 30.04.12 30.04.11

Guarantees provided by Infranor Inter AG

for banks and landlords 5,500 5,380

Infranor Inter AG guarantee for

subordinated bond 4,980 7,300

10,480 12,680

According to Section 32 (1e) of the Swiss Value Added Tax Act, Infranor Inter Ltd. is jointly and severally liable for all VAT owed by Group companies in Switzerland.

19. Risk Management

Risk management takes place within the Infranor Group in accord-ance with the principles and guidelines laid down by the manage-ment. These regulate the protection against market risks (ex-change rates, interests), credit risks and liquidity risks. These risks are further discussed below. There are also guidelines for managing liquid assets and obtaining loans. Risk management is aimed at minimising potentially negative effects of the financial situation.

The Board of Directors is responsible for monitoring the Group’s internal management systems, which can manage but not elimi-nate all business risks. These systems offer adequate but not total protection against errors and losses. Group Management is respon-sible for identifying and assessing significant risks for each Group company. In addition to adopting quantitative approaches and formal guidelines – which represent just one element of a com-

prehensive approach to risk management – Group Management attaches importance to building up and maintaining a suitable risk-management culture.

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

In order to be able to comply fully with the internal guidelines and with Swiss law, every group company follows a defined procedure each quarter based on a comprehensive central internal control system (ICS) with an internet-based multilingual software program support. The structure and the responsibilities are clearly located among a reduced staff. The group management reports quarterly to the Board of Directors, which reviews the ICS concept at yearly intervals with regard to identifying, evaluating and remedying risks associated with business activities and adapts it to new re-quirements as necessary.

20. Basis of preparation

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

21. Events after the balance sheet date

No events occurred after the balance sheet date which could have a material impact on the 2011/12 annual financial statements.

There are no other circumstances which the company is required to disclose under Section 663b of the Swiss Code of Obligations.

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Proposed appropriation of retained earnings CHF 11/12 10/11

Balance brought forward from previous year 0 214,891

Profit/(loss) for the year 783,341 289,143

Unappropriated retained profit/(loss) available to the Annual Shareholders’ Meeting 783,341 504,034

The Board of Directors will propose to the Annual Shareholders’ Meeting on 6 September 2012 that unappropriated retained earnings be utilised as follows: Distribution of a dividend of 2.5 % or CHF 0.50 per bearer share 382,943 382,943

Allocation to general legal reserve 400,398 121,091

Carried forward to new accounting period 0 0

Total available to Annual Shareholders’ Meeting 783,341 504,034

Proposed Appropriation of Retained Earnings

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Report of the Statutory Auditor

well as evaluating the overall presentation of the financial state-ments. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements for the year ended 30 April 2012 comply with Swiss law and the company’s articles of incor-poration.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circum-stances incompatible with our independence.

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

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of in-corporation. We recommend that the financial statements submit-ted to you be approved.

Lausanne, 5 July 2012

PricewaterhouseCoopers SA

Felix Roth Pierre-Alain Dévaud Audit expert Audit expert Auditor in charge

To the General Meeting of Infranor Inter AG, Zurich

Report of the statutory auditor on the financial statements

As statutory auditor, we have audited the financial statements of Infranor Inter AG, which comprise the balance sheet, income state-ment and notes (pages 52 to 59), for the year ended 30 April 2012.

Board of Directors’ Responsibility

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

Auditor’s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circum-stances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as

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Infranor Group

Infranor Inter AGGlatttalstrasse 37 CH-8052 Zürich

Phone +41 (0)44 307 45 00 Fax +41 (0)44 307 45 10

www.infranor.com [email protected]

Infranor Group ManagementRue des Uttins 27 CH-1401 Yverdon-les-Bains

Phone +41 (0)24 447 02 70 Fax +41 (0)24 447 02 71


Cybelec Division

Switzerland China Italy

Cybelec SA Rue des Uttins 27 CH-1400 Yverdon-les-Bains

Phone: +41 (0)24 447 02 00 Fax: +41 (0)24 447 02 01

www.cybelec.ch [email protected]

Cybelec numerical Control Technology (Shanghai) Co., Ltd. Room B4-1, Forward Hi-tech zone 33, Forward Rd., Jiading District CN 201 818 Shanghai

Phone: +86 (0)21 59 90 02 00 Fax: +86 (0)21 59 90 05 65

www.cybelec.com.cn [email protected]

Cybelec S.r.l Via Cesare Cantù 29 I - 20092 Cinisello Balsamo (MI)

Phone: +39 02 66 04 84 32 Fax: +39 02 61 29 15 73

www.cybelec.it [email protected]

AdressesAs at 30 April 2012

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Infranor Division

Switzerland

Infranor Holding SARue des Uttins 27 CH-1401 Yverdon-les-Bains

Phone +41 (0)24 447 02 70 Fax +41 (0)24 447 02 71


Infranor AG Glatttalstrasse 37 CH-8052 Zürich

Phone +41 (0)44 308 50 00 Fax+41 (0)44 308 50 09


Branch Office Infranor AGRue des Uttins 27 CH-1401 Yverdon-les-Bains

Phone +41 (0)24 447 02 90 Fax +41 (0)24 447 02 91


Benelux France

Sales Office Infranor GmbH Burg. Houtkoperlaan 9 NL-4051 OCHTEN

Phone: +31 344 646 417 Fax: +31 344 642 699


Infranor S.A.S. Avenue Jean Moulin F-65100 Lourdes

Phone: +33 5 62 94 10 67 Fax: +33 5 62 42 18 69


Sales Office Paris Infranor SAS1, rue Georges Besse F-92160 Antony (Paris)

Phone: +33 1 56 45 16 00 Fax: +33 1 46 74 69 56


Germany Spain

Infranor GmbH Donaustrasse 19a D-63452 Hanau

Phone +49 6181 18012 0 Fax +49 6181 18012 90


Infranor Spain S.L.U. Occitània, 24 E-08911 Badalona

Phone: +34 93 460 16 31 Fax: +34 93 399 96 08


Infranor Mavilor S.A. Polígono Industrial Urvasa C/ Empordà 11-13 E-08130 Santa Perpètua de Mogoda (Barcelona)

Phone: +34 93 574 36 90 Fax: +34 93 574 35 70


United Kingdom USA China

Infranor Ltd Building 555 UK-Rendlesham Suffolk. IP12 27 W

Phone: +44 1483 274 887 Fax: +44 1483 276 037


Infranor, Inc. 299 Ballardvale Street Suite 4 USA-Wilmington, MA 01887

Phone: +1 978 988 9002 Fax: +1 978 988 9112


Infranor Motion Control Technology (Shanghai) Co., Ltd. Room 601, No. 448 Hongcao Rd. CN- Shanghai 200233

Phone: +86 (0)21 6145 5455 Fax: +86 (0)21 6145 5457

www.infranor.cn [email protected]

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Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71

[email protected]

Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich

Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71

www.infranor.com

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Annual Report 2011/1225th year


Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71

[email protected]

Infranor Inter Ltd.Glatttalstrasse 37CH-8052 Zurich

Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71

www.infranor.com

127.indd 1 12.07.2012 12:21:15

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