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2015

ANNUAL
REPORT

WE ARE

PHOENIX
MECANO
P.11
MANAGEMENT REPORT BY THE FINANCIAL
REPORT BOARD OF DIRECTORS STATEMENTS

P.21 P.71
19 12 260 11 034
20 205 270

P.8 24
2 712
19 894
2 554
16 992
Phoenix Mecano

KEY FIGURES OF
THE PHOENIX MECANO GROUP
2015 2014 2013 2012 2011

KEY FINANCIAL FIGURES Units

Gross sales EUR million 559.8 505.6 500.6 500.5 529.8


– Change % 10.7 1.0 0.0 – 5.5 5.6
Operating cash flow (EBITDA) EUR million 52.3 53.1 56.2 54.5 68.1
– Change % – 1.4 – 5.5 3.1 – 20.0 – 4.3
– in % of sales % 9.4 10.5 11.2 10.9 12.9
Result before interest and tax
(Operating result) EUR million 15.0 29.5 35.0 27.9 36.1
– Change % – 49.2 – 15.9 25.5 – 22.7 – 31.4
– in % of sales % 2.7 5.8 7.0 5.6 6.8
– in % of net operating asset % 5.4 10.6 14.2 11.1 13.4
Result of the period EUR million 6.7 20.0 22.4 18.1 23.6
– Change % – 66.6 – 10.7 23.9 – 23.6 – 46.1
– in % of sales % 1.2 4.0 4.5 3.6 4.5
– in % of equity % 2.5 7.5 8.8 7.2 9.6
Total assets / capital EUR million 426.7 414.0 395.6 390.0 389.8
Equity EUR million 262.6 267.5 254.2 250.7 246.5
– in % of total assets % 61.5 64.6 64.3 64.3 63.2
Net indebtedness / (Net liquidity) EUR million 24.5 12.5 – 1.5 0.7 17.3
– in % of equity % 9.3 4.7 – 0.3 7.0
Cash flow from operating activities EUR million 39.0 38.8 42.3 62.1 44.6
Free cash flow EUR million 13.6 15.4 23.0 37.5 24.4
Purchases of tangible and
intangible assets EUR million 26.7 24.0 20.3 25.4 20.9
SHARE INDICATORS
Share capital 1
(bearer shares with a par value of CHF 1.00) CHF 960 500 960 500 978 000 978 000 978 000
Shares entitled to dividend  2
Number 960 015 959 240 957 936 963 197 973 480
Result before interest and tax
(Operating result) per share 4 EUR 15.6 30.7 36.6 29.0 37.1
Result of the period per share 4 EUR 7.0 20.8 23.4 18.8 24.3
Equity per share  4
EUR 273.6 278.8 265.4 260.3 253.2
Free cash flow per share 4 EUR 14.2 16.1 24.0 38.9 25.1
Dividend CHF 15.00  3
15.00 15.00 13.00 13.00

Share price
– High CHF 560 589 565 575 719
– Low CHF 407 399 436 431 427
– Year-end price CHF 467 460 545 431 490

1 Pursuant to a decision by the Shareholders' General Meeting of 23 May 2014, the share capital was reduced by
CHF 17 500 with effect from 26 August 2014 by cancelling 17 500 shares from the 2013 / 2014 share buy-back programmes.
2 As at the balance sheet date, the company owned 485 treasury shares, which are not entitled to dividend.
3 Proposal to the Shareholders’ General Meeting of 20 May 2016.
4 Based on shares entitled as at 31 December.
1
Phoenix Mecano      

PHOENIX MECANO –

PROFILE
We are a global technology
company with a presence in the
international growth markets. With
our three divisions – Enclosures,
Mechanical Components and
ELCOM / EMS – we are leaders in
many of our markets. Important
areas of application are mechanical
engineering, measurement and
control technology, electrical
engineering, automotive and rail-
way technology, energy tech-
nology, medical technology, aero-
space technology and home
and hospital care. 

Contents

2 Performance Group and Divisions


4 Global presence
6 Strategy and business model
8 Report by the Board of Directors
11 We are Phoenix Mecano
21 Management report
49 Corporate Governance & Remuneration report
68 Group operational structure
71 Consolidated financial statements 2015
Phoenix Mecano Group
149 Financial statements 2015
Phoenix Mecano AG
166 Addresses
2  Performance Group

PERFORMANCE The Phoenix Mecano Group continued its


positive sales trend in financial year 2015, with
gross sales up by 10.7%. Our solid balance sheet

GROUP structure and high equity ratio mean that


we can look to the future with optimism. This is
reflected in the unchanged dividend.

Operating result
Gross sales 2011 – 2015

15.0
in EUR million

559.8
EUR MILLION 529.8
505.6
500.5 500.6

Operating
cash flow (EBITDA)

52.3 EUR MILLION

Proposed dividend per share

15.0 CHF
2011 2012 2013 2014 2015

Equity ratio 2011 – 2015


in %

63.2 64.3 64.3 64.6


61.5

2011 2012 2013 2014 2015

Further information p. 22 ff.


3
Performance Divisions      

PERFORMANCE
DIVISIONS

Enclosures Mechanical Components


Gross sales 2011 – 2015 Gross sales 2011 – 2015
in EUR million in EUR million

164.7 164.9 169.6 274.4


160.0 159.8
236.4 235.1
222.2 220.5

2011 2012 2013 2014 2015 2011 2012 2013 2014 2015

ELCOM / EMS Enclosures
Gross sales 2011 – 2015 The division’s sales rose slightly, in a challenging
in EUR million environment. The closure of a plant and pressure on
margins impacted earnings performance.
142.8
Mechanical Components
119.9 115.9 Dynamic growth in comfort beds and armchairs
104.3 105.6
enabled a double-digit increase in sales and
a significant improvement in operating margin.

ELCOM / EMS
Intensive restructuring measures affected business
performance. These will result in a significant impro-
vement in earnings in 2016.

2011 2012 2013 2014 2015

Further information p. 28 ff.


4  Global presence

GLOBAL
PRESENCE
We are present in the growth markets while
also focusing dynamically and flexibly on the
demands of tomorrow’s markets. With 61
locations on all continents and an international
workforce, we are close to our customers and
can guarantee efficient production, resource-
effective logistics and market-oriented solutions.

Gross sales
North & South
America

66.0
EUR MILLION

Employees by region
Number
1
6 1 Switzerland: 137
2 2 Germany: 1630
3 Rest of Europe: 1459
5 4 Middle and
2015 Far East: 1454
5 North and
South America: 214
4 6 Rest of World: 1310
3   Production and sales companies
5
Global presence      

Gross sales
Germany

195.6
EUR MILLION

Gross sales Gross sales


Switzerland Europe*

22.7 146.6
EUR MILLION EUR MILLION

Gross sales
Middle & Far East

129.0
EUR MILLION

* Excluding Germany and Switzerland


6  Strategy and business model

STRATEGY
The Phoenix Mecano Group pursues a long-
term growth strategy, which it has been imple-
menting consistently for years. The measures

AND and steps required by the strategy are adapted


flexibly to changing underlying conditions.

BUSINESS
MODEL
What we invest in Business model: Development and
manufacture of industrial
components and system solutions

Intellectual capital Management, Governance


Experience in integrating acquired companies, knowl- Flat and decentralised
edge of local market conditions, flexible production organisational structure
processes, J2OX, complete customised solutions, patents

Group-wide and
Financial capital cross-division standards
Solid capital structure, free cash flow enabling in-
vestments to strengthen the Group’s innovation and
organic growth
Flexible allocation of
company resources
Capital goods
State-of-the-art manufacturing facilities, global
production and sales locations
Culture
Long-term focus

Relationships
Key stakeholders
(suppliers, customers, investors)
Flat and decentralised
organisational structure

Employees
Responsible employees: Flat management structures
and hierarchies, made-to-measure production line jobs Nurturing talent

Natural resources
Global sourcing: Optimisation of global material Sustainability as a guiding principle
procurement activities in India, South-East Asia and of process design
Eastern Europe, recycling and waste management
Strategy and business model    7   

FOCUS ON ENHANCING THE VALUE more effective in a highly fragmented market.


Together, as a Group, we are stronger. Active man-
OF THE BUSINESS agement and a clear strategy in the design of
our operating segments ensure consistent leadership
Phoenix Mecano’s corporate strategy is geared across the Group and guarantee a high level of
towards the goal of steadily increasing the long-term transparency. This is supported by a targeted policy of
value of the business. We work continuously to investment and capital expenditure, geared towards
drive the Group’s growth and expand the reach of its clear criteria based on a performance management
global sales network using our own resources and and value enhancement plan. The divisions are
through targeted acquisitions. Our transparent and managed in a result-oriented way and are subject to
decentralised organisational structure makes us stringent and regular oversight.

Outcomes of investment

Strategy Intellectual capital


Harnessing value-creation potential Continuous improvements in LEAN processes,
in existing markets product and process innovations, international expan-
sion, in-depth knowledge of customer and market
needs, expertise
Growth through targeted
acquisitions Financial capital
Reasonable return on capital employed (ROCE) ensuring
long-term access to the capital market, operating mar-
gins, targeted acquisitions, free cash flow to be used for
Value-oriented allocation of dividend payments and capital expenditure
company resources
Capital goods
Sustainable productivity improvements and cost
reductions through relocation of production facilities
Global sales network and logistics

Relationships
Excellent customer service, local expertise, global
network, reliable long-term partnership for system
Performance
solutions
Standardised Group-wide financial and
controlling systems
Employees
Creation of cross-division and interregional expertise in
Result-oriented division targets developing new processes and technologies, high level
of employee loyalty

Natural resources
Cross-division performance Energy-efficient solutions in product developments
measurement
8  Report by the Board of Directors

REPORT BY
Equity

THE BOARD OF 262.6 EUR MILLION

DIRECTORS Dividend payout and


return of capital to shareholders
The Group successfully tapped new growth 2006 – 2015

167.4
areas in the financial year. Its technology
portfolio and global coverage enabled growth,
despite challenging conditions, and it has a
full pipeline of new products. EUR MILLION

Ulrich Hocker (left)


Chairman of the Board of Directors,
Member of the Compensation Committee,
Member of the Audit Comittee
Benedikt A. Goldkamp (right)
Delegate of the Board of Directors, CEO
9
Report by the Board of Directors      

time, its enclosures are a key design element in


ergonomic man-machine interfaces.

Given its leading market position, the division has


naturally been affected by economic challenges.
Faltering growth in the BRIC countries has left its
mark on the division’s performance. However, the
growing proportion of vulnerable electronics within
capital goods and consumer durables worldwide will
DEAR SHAREHOLDERS, provide plenty of opportunities for new applications
for years to come. Thanks to its many years of
The Phoenix Mecano Group achieved double-digit experience, the Enclosures division boasts excellent
sales growth in 2015. This is all the more remark- knowledge of individual customer requirements.
able given the deterioration in underlying economic New product developments will therefore increas-
conditions that took place during the year. Russia, ingly be focused on sector-specific applications,
Brazil and meanwhile also China – countries on shaped by megatrends such as miniaturisation,
which hopes of global growth once rested–are ergonomics, safety standards and tamperproofing.
facing difficult times. Investment activity in the oil Despite the current challenges, we are confident that
and gas sector has declined markedly worldwide we can continue the long-term success story in the
due to the massive slump in crude oil prices. In medium term.
industrialised countries, urgently needed invest-
ments in stronger power grids capable of efficiently The Mechanical Components division can look back
integrating renewables into the energy mix are on a successful 2015. Its industrial business, which
proceeding at a sluggish pace. develops, manufactures and sells linear technology

“
Despite this, we managed to and automation components
grow our sales in all three di- under the RK Rose + Krieger
visions. A very large propor- Double-digit brand, recorded steady growth
tion of this growth was gen-
sales growth, with by focusing on customised
erated by the Mechanical solutions, despite challenging
Components division. Thanks all divisions economic conditions.


to its global leadership posi-
tion in the booming mar-
contributing After a year in which it
ket for electrically adjustable recorded only modest growth
Wcomfort furniture, it was able to keep up the suc- due to a series of customer insolvencies, the
cess story of recent years. DewertOkin product area made an impressive return
to form in 2015, consolidating its leading position in
In India and China, Phoenix Mecano continues to the fiercely competitive global market for electrically
invest heavily in production equipment and adjustable comfort furniture. Thanks to innovative
skilled personnel. This reflects the Group’s com- control components, we are increasingly effective at
mitment to develop and manufacture products differentiating our products from those of our rivals,
in and for its markets while harnessing global which is reflected in rising margins.
synergies.
The ELCOM / EMS division, which used to depend
Further systematic implementation of heavily on the photovoltaic components market, has
strategy in Group divisions made considerable progress in its realignment. In
The Enclosures division supplies customers in the China, production capacity for electromechanical
capital goods industry with solutions that protect components was made more efficient and adapted
sensitive electrical engineering and electronics from to market needs. In inductive components, the
aggressive environmental influences. At the same product range was modernised and streamlined by a
10  Report by the Board of Directors

combination of bolt-on acquisitions and in-house de- willingness to learn and team spirit from all em-
velopments. At the end of 2015, the Board of ployees. The fact that this was achieved in impres-
Directors also took a number of strategic decisions sive style once again in 2015 merits a heartfelt
aimed at restoring the division to profitable struc- thank you from the Board of Directors and manage-
tures and growth in 2016 by adjusting cost structures ment to all employees and managers.
and implementing growth investments.
Outlook
Stable dividend The capital goods markets in the three regions of
Thanks to its strong equity position (equity ratio of Europe, Asia and North and South America were in
61.5%) and stable generation of cash flow, Phoenix a relatively stable condition at the start of the year.
Mecano is able to pay its share- The falling price of commod-

“
holders consistent dividends ities, particularly crude oil,
across economic cycles. The High level of equity – and weak economic activity


Board of Directors will there- in the BRIC countries – with
fore propose to the Share- constant dividend the exception of India – 
holders’ General Meeting that will pose challenges in 2016.
a dividend of CHF 15 be paid out, in line with the On the other hand, low interest rates, great poten-
previous year. tial for industrial automation in emerging econo-
mies, the integration of renewable energy sources
Thank you to our into Europe’s power supply and real wage growth
employees in most countries worldwide provide a solid
Phoenix Mecano promotes cooperation between its foundation for positive development of the Phoenix
employees across cultural and linguistic boundaries. Mecano Group in the medium and long term.
Based on trust and individual accountability, highly
efficient networks are formed which combine in- The main focus of the Board of Directors and ma-
dividual strengths in a unique way, in the face nagement in the current year will be on completing
of increasingly complex and fast-paced demands. the ELCOM / EMS division restructuring and turnaround
This means we can offer our customers the flexibi- measures adopted in late 2015, which are in the
lity of an SME combined with the power and reach process of being implemented. Successfully imple-
of a globally active industrial group. That is no menting these measures will create the conditions for
mean feat and demands high levels of dedication, further positive development over the long term.

Ulrich Hocker Benedikt A. Goldkamp


Chairman of the Board of Directors Delegate of the Board of Directors
11   
We are Phoenix Mecano  

WE ARE

PHOENIX
MECANO
Our employees are critical to
the success of Phoenix Mecano’s
business. We therefore offer them
an inspiring and motivating work
environment, and promote initiative
and individual responsibility
by involving our employees at all
levels in problem-solving processes
and process optimisation. In line
with our culture of continuous
improvement – “Our Journey
towards Operational Excellence” – 
they contribute to the Group’s
growth through their dedication
and teamwork.
12  Management Report  Geschäftsentwicklung Gruppe
13   
Geschäftsentwicklung Gruppe  Management Report  
14  Geschäftsentwicklung Sparten  Management Report
15   
Geschäftsentwicklung Gruppe  Management Report  
16  Geschäftsentwicklung Sparten  Management Report
17   
Geschäftsentwicklung Gruppe  Management Report  
18  Management Report  Geschäftsentwicklung Gruppe
19   
We are Phoenix Mecano  

Number of employees 2015

6 204
Personnel expenses 2015

28.5  1 000 EUR


The Phoenix Mecano Group is made
up of many individuals from a vari-
ety of cultures. Being willing to
Gross sales per employee 2015 collaborate across divisions and

90.2
regions, understanding the bigger
picture, taking personal responsibil-
 1 000 EUR ity for their own area of the busi-
ness and identifying strongly with
the company are what set our em-
ployees apart. With a shared vision
and a high degree of flexibility to
adapt quickly to changing condi-
tions, we work together to increase
the company’s long-term value.  
20  Management report

CONTENTS 22  Business performance Group


28  Business performance Divisions
28  Enclosures
32  Mechanical Components
36  ELCOM / EMS
40  Corporate responsibility
41  Share
45  Employees
46  Society and environment
47  Risk report
21   
Management report  

MANAGEMENT
REPORT
22  Management report  Business performance Group

BUSINESS
The significant expansion of business volume
by 10.7% to around EUR 560 million reflects
the systematic implementation of the Group’s

PERFORMANCE growth strategy, focusing on DewertOkin


(Mechanical Components division) and

GROUP
ELCOM / EMS. Alongside this, restructuring
measures have also been adopted in the
ELCOM / EMS division, which are being imple-
mented in 2016. This marks the completion
of the division’s realignment following the
collapse of the photovoltaic market.

Divisions of the Phoenix Mecano Group Incoming orders Group and Divisions
in EUR million
574.1
Enclosures 524.3 515.7
506.0 508.1
171.2
Mechanical Components

ELCOM / EMS

285.6

117.3

2011 2012 2013 2014 2015


23   
Business performance Group  Management report  

self-sustaining process, which has become an integral


part of our development and planning activities.
This means we are better placed to meet customer
requirements in a faster, more reliable and more
cost-effective way, despite rising demands
and increased complexity in the global industrial
components business.

BUSINESS ACTIVITY SALES AND


PROFITABILITY
Despite challenging economic conditions, affecting
both mature industrial markets and the emerging Substantial increase in sales
economies, we see excellent opportunities for Phoenix The Phoenix Mecano Group’s consolidated gross
Mecano, which can be actively exploited in tandem sales rose by 10.7% from EUR 505.6 million to
with a targeted investment programme. EUR 559.8 million. Sales growth in local currencies
was 5.5%. Changes in the scope of consolidation
The franc shock of 15 January 2015 put pressure on increased sales by 1%, and all three divisions
sales and margins in our domestic business. However, contributed to the rise. The main growth driver was
we were able to contain and minimise the impacts the Group’s largest division, Mechanical Compo-
on the Group thanks to our balanced global position- nents, and in particular its DewertOkin product
ing. Other challenges arose as a result of investment area, which occupies a leading position in the
restraint in the oil and gas sector and the slowdown in global growth markets of electrically adjustable
the Chinese industrial market. Nevertheless, we suc- comfort and healthcare furniture. By contrast, the
ceeded in harnessing growth potential in electrically somewhat difficult economic environment held
adjustable comfort furniture in the USA and Asia. back sales growth in the Enclosures division. The
Similarly, we made the most of new market opportuni- ELCOM / EMS division, which is currently undergoing
ties in industrial project business and automation a turnaround, achieved a pleasing increase of just
technology. Another major focus was the optimisation under 10% (5% in organic terms).
of cost structures by increasing the added value
of surface coating activities in India, enhancing use Sales in Europe grew by 3.2% overall (1.8% in
of production capacity in Hungary, closing a mem- organic terms), focused mainly in the Group’s core
brane keyboard manufacturing facility in Germany market, Germany, and the Netherlands (the latter
and expanding our high-frequency inductors plant in acquisition-related). In Switzerland, sales declined
Morocco. Further growth potential came with the due to the tougher competition conditions follow-
acquisition of Wijdeven Inductive Solutions BV in the ing the franc shock at the start of the year. The
Netherlands, which will also enable cost synergies for proportion of total sales generated in Europe fell
the ELCOM / EMS division in Germany and North Africa. from 69.9% to 65.2%. In Asia they were up by
31.4% and in North and South America by 22.5%.
We successfully brought to market innovative, In both of these markets, growth was driven by
compact linear drives for medical technology applica- sales of drives for electrically adjustable comfort
tions and design-oriented comfort furniture, combined and healthcare furniture, as well as enclosures
with energy-saving state-of-the-art control electronics, in Asia. The weakening of the euro also had a pos-
as well as a completely new range of explosion- itive impact on sales performance.
proof aluminium enclosures manufactured at our
own facilities. In the Enclosures division, pressure on the oil and
gas sector and sluggish economic activity in Europe
The Group-wide programme to enhance operational held back sales growth, which totalled 2.8% and
excellence (J2OX) is developing successfully into a was mainly generated in Asia. Following a fall of
24  Management report  Business performance Group

0.5% the previous year, gross sales in the Mechani- division with a material use rate above the Group
cal Components division increased by 16.7% in average, exacerbated by negative currency effects.
2015, driven by growth in drive technology. The
ELCOM / EMS division achieved sales growth of 9.7% Personnel expenses rose by 9.5%. This was the
thanks to new product launches, increased business result of general labour cost increases, severance
volume in electronics manufacturing and the acqui- payments linked to the aforementioned restructuring
sition of Wijdeven Inductive Solutions BV, a Dutch measures and negative currency effects accounting
manufacturer of customised inductive systems, on for 3.5 percentage points. Average staff numbers
1 August 2015. over the year remained practically unchanged (6 204
employees compared with 6 207 the previous year).
Consolidated incoming orders for the Phoenix
Mecano Group rose by 13.0% to EUR 574.1 million, Capital expenditure remained high, resulting in a
compared with EUR 508.1 million the previous year. slight increase in depreciation on tangible assets to
Corrected for differences in foreign-exchange rates, EUR 17.8 million (previous year EUR 16.3 million).
the increase was 7.6%. The book-to-bill ratio Amortisation of intangible assets increased by
(incoming orders as a percentage of gross sales) EUR 1.2 million (+17.4%), mainly as the result of
was 102.6%, up from 100.5% the previous year. acquisitions. There were also impairment losses of
It exceeded 100% in all divisions. EUR 11.2 million in the ELCOM / EMS division in
the reporting year.
Operating result affected by ELCOM / EMS
restructuring Other operating expenses rose by 6.9%, which was
The operating result fell by 49.2% from EUR 29.5 disproportionately low compared with the increase
million to EUR 15.0 million. This was owing to the in sales.
restructuring package in the ELCOM / EMS division
and the closure of a site in the Membrane Keyboards Result of the period: EUR 6.7 million
product area (Enclosures division), costing EUR 15.4 The financial result was EUR – 2.2 million, significantly
million. Both of these measures were reported in down on the previous year (EUR – 0.5 million). In
late November 2015. The operating margin also the reporting year, the financial result was affected
declined accordingly, from 5.8% to 2.7%. Adjusted by exchange rate losses caused by the impact
for these non-recurring expenses, the operating of the scrapping of the minimum exchange rate of
result (before exceptional expenses) stood at EUR 1.20 Swiss francs per euro on euro reserves and
30.4 million. receivables of Group companies that draw up their
accounts in CHF. Swiss Group companies incurred
The Enclosures division saw its result decline from exchange rate losses of EUR 1.7 million in 2015.
EUR 22.1 million to EUR 16.9 million, with a corre-
sponding fall in operating margin and profitability, The income tax rates in 2015 and 2014 were above
partly owing to the aforementioned closure costs. By the multi-year average, at 47.8% and 31.1% re-
contrast, the Mechanical Components division spectively. The increased tax rate in the reporting
posted an operating profit of EUR 22.2 million, up year was mainly owing to the write-down of good-
by 44.9%, as well as a 4.4-percentage-point will, which is not subject to tax.
increase in profitability. The ELCOM / EMS division
made an operating loss of EUR 21.7 million (previous The result of the period was down by 66.6%, from
year EUR 5.3 million), linked to the aforementioned EUR 20.0 million to EUR 6.7 million. The net margin
restructuring activities and various growth initiatives. fell to 1.2% (previous year 4.0%).

The increase in sales was offset by a higher material


use rate of 46.3% (previous year 44.0%). This rate
rose due to changes in the product mix, in particular
stronger growth in the Mechanical Components
Business performance Group  Management report   25   

Gross sales 2011 – 2015 Operating result and margin 2011 – 2015


in EUR million in EUR million | in %
559.8
529.8 36.1
500.5 500.6 505.6 35.0

6.8
7.0 29.5
27.9

5.8

5.6

15.0

2.7

2011 2012 2013 2014 2015 2011 2012 2013 2014 2015

Gross sales by division 2014 and 2015


in %

3 3
1 1

1 Enclosures: 32.6 | 30.3


2014 2015 2 Mechanical Components: 46.5 | 49.0
3 ELCOM/EMS: 20.9 | 20.7

2 2

Profitability by division *
in %
Change to 2015 2014
prior year in %

Enclosures – 26.7 26.3 35.9


Mechanical Components 35.8 16.7 12.3
ELCOM / EMS – 380.7 – 27.4 – 5.7
Group – 48.1 5.5 10.6

* Operating result as a percentage of net operating assets at the balance sheet date
26  Management report  Business performance Group

ASSET AND CAPITAL OUTLOOK


STRUCTURE
Despite the massive turbulence on world markets
High capital expenditure in early 2016, Phoenix Mecano’s business at
Purchases of tangible assets totalled EUR 23.5 million the start of the year looks relatively robust. We will
(previous year EUR 21.6 million). Purchases of therefore be pushing ahead with our investment
intangible assets totalled EUR 3.2 million (previous programme geared towards innovation, productivity
year EUR 2.4 million). The increase in tangible asset and expanding our global presence, while keeping a
purchases was due to construction projects in India close eye on economic developments and where
and China (construction in progress). necessary reacting swiftly and decisively to changes
in underlying conditions. The Group’s decentralised
Comfortable equity ratio structure gives us the flexibility needed to do this, so
The equity ratio at the balance sheet date of that – even in the tough business climate of 2016 –
31 December 2015 was 61.5%, slightly down on the we look to the future with cautious optimism.
previous year (64.6%) owing to the lower result of
the period and the unchanged dividend of CHF 15.

Brisk acquisition activity


Net indebtedness rose by EUR 12.5 million to EUR
24.5 million. Investments were made in an acquisi-
tion in the Netherlands, shareholdings in associated
companies in the ELCOM / EMS division totalling
EUR 8 million, and tangible and intangible assets.

Net indebtedness stood at 9.3% of equity (previous


year 4.7%), meaning that the Group still has
the necessary financial leeway to exploit organic and
acquisition-related growth opportunities.
Business performance Group  Management report   27   

Net debt and gearing 2011 – 2015


in EUR million | in % of equity

24.5

17.3

12.5
9.3
7.0

4.7
0.7
0.3

-1.5

2011 2012 2013 2014 2015

Purchases of tangible and intangible assets

2015 2015 2014 2014

in 1 000 EUR in % in 1 000 EUR in %

BY TYPE OF ASSET
Intangible assets 3 223 12.1 2 401 10.0
Land and buildings 3 336 12.5 2 944 12.3
Machinery and equipment 9 664 36.2 13 292 55.3
Tools 3 363 12.6 3 257 13.5
Construction in progress 7 088 26.6 2 145 8.9
Total 26 674 100.0 24 039 100.0
BY DIVISION
Enclosures 7 532 28.2 6 174 25.7
Mechanical Components 11 206 42.0 8 957 37.2
ELCOM / EMS 6 869 25.8 7 929 33.0
Total for all divisions (segments) 25 607 96.0 23 060 95.9
Reconciliation *
1 067 4.0 979 4.1
Total 26 674 100.0 24 039 100.0

* Included under Reconciliation are individual business areas and central management and financial functions
that cannot be allocated to the divisions.
28  Management report  Business performance Divisions – Enclosures

BUSINESS
Operating result

PERFORMANCE 17.0 EUR MILLION

ENCLOSURES Margin

The division develops and manufactures high-


quality industrial enclosures made of aluminium,
stainless steel and plastics as well as system
10.0%
solutions for use in mechanical engineering,
Investments
electrical engineering, automation, measurement

7.5
and control technology, railway, automotive and
medical technology and for explosive environ-
ments in the petrochemical and onshore and
EUR MILLION
offshore industries. Input units such as mem-
brane keyboards, short-stroke keys and touch-
screens complement the product range.

The division managed to increase its sales slight-


ly in an environment characterised by var-
ious market challenges. Exceptional expenses
and margin pressure led to a drop in result.

Incoming orders 2011 – 2015


in EUR million

166.5 171.2
164.7 160.7
160.9

2011 2012 2013 2014 2015


30  Management report  Business performance Divisions – Enclosures

markets for membrane keyboards, in medical


technology sales of touch systems increased. The
capacitive touch product range was expanded
and the material flow for these systems optimised.

Orders
Incoming orders stood at EUR 171.2 million, up
2.8% on the previous year and higher than the sales
level in the reporting year. This equates to a
SALES AND book-to-bill ratio (incoming orders as a percentage
PROFITABILITY of gross sales) of 101.0% (unchanged from the
previous year).
Sales
The Enclosures division saw sales increase by 2.8% Result
in 2015, to EUR 169.6 million. Corrected for differ- The division’s operating result fell by 23.1% to EUR
ences in foreign-exchange rates, they were down 17.0 million. The decline is attributable to a variety of
slightly by 0.7%. There were no consoliwdation causes: one-off costs linked to the closure of a
effects. In Europe, sales remained at the previous membrane keyboard plant in Germany, loss of income
year’s level overall. In the core market of Germany, following the unpegging of the Swiss franc in the
and in France, they rose slightly. Other European heavily pressurised Swiss market, start-up costs for a
regions saw sales decline, in Switzerland as a result cabinet manufacturing facility in China, and pressure
of the franc shock in early 2015 and in Russia due to on margins in individual market segments.
sanctions. Sales in North and South America fell by
2.7%, following a 20.8% increase the previous year,
mainly due to pressure in the oil and gas business. ASSET AND
In the Middle and Far East, they were up across the CAPITAL STRUCTURE
board, rising by 29.9% overall.
Purchases of tangible and intangible assets in 2015
Gross sales of industrial enclosures (including control stood at EUR 7.5 million, up on the previous year’s
panels and equipment carriers) rose by 3.4% figure of EUR 6.2 million due, among other things,
worldwide. In the automotive and railway technol- to increased capital expenditure on tools. Other core
ogy sectors, as well as the traditional markets of investments included machinery and infrastructure
measurement and control technology and mechani- linked to the realignment of production in Germany,
cal engineering, sales were up slightly. This was equipment for the above-mentioned facility in
offset by a decline in sales in electrical engineering. China and capacity expansions in die-casting in India.
In the oil and gas sector, declining sales in North
America were more than offset by corresponding Net operating assets increased by 4.9% from EUR
increases in the Middle East and Asia. A number of 61.6 million to EUR 64.6 million, driven by the rise in
major product innovations were finalised in 2015: capital expenditure. The return on capital employed
a height adjustment system based on standard (ROCE) fell to 26.3% (previous year 35.9%), due to
components, an upgrade to the equipment carrier the lower operating result.
system, and a new range of aluminium enclosures
specially designed for applications in measurement
and control technology and touch integration.
In India, the development of Ex d enclosures was
taken forward.

Gross sales of input systems fell slightly by 2.2%.


While sales were down in the traditional industrial
31   
Business performance Divisions – Enclosures  Management report  

Operating result and margin 2011 – 2015


in EUR million | in %
33.9

20.6

22.8 22.1
21.0
17.0

14.3 13.4
13.2

10.0

2011 2012 2013 2014 2015

Gross sales by region 2014 and 2015


in %

5 1 5 1

4 4
1 Switzerland: 6.3 | 5.8
2 Germany: 46.6 | 46.1
2014 2015 3 Europe (excluding GER and CH): 27.8 | 26.7
4 Middle and Far East: 10.1 | 12.8
2 2 5 North and South America: 9.2 | 8.6
3 3

Purchases of tangible and


intangible assets

2015 2015 2014 2014

in 1 000 EUR in % in 1 000 EUR in %

Intangible assets 755 10.0 496 8.0


Land and buildings 728 9.7 874 14.2
Machinery and equipment 3 230 42.9 3 577 57.9
Tools 1 194 15.8 786 12.7
Construction in progress 1 625 21.6 441 7.2
Total 7 532 100.0 6 174 100.0
32  Management report  Business performance Divisions – Mechanical Components

BUSINESS
Operating result

PERFORMANCE 22.2 EUR MILLION

MECHANICAL Margin

COMPONENTS 8.1%
Profile assembly systems, linear units and drive
Investments
and pipe connection technology offer a wide

11.2
range of applications in the construction of
machinery and equipment, protective enclosures
and ergonomic workstations. High-performance
EUR MILLION
linear actuators, electric cylinders and lifting
columns facilitate comfort and lifestyle solutions
in the home and hospital care sector and in
workstation design.

Dynamic growth, particularly in comfort beds


and armchairs in China and the USA, drove
a double-digit percentage increase in sales and
an improvement in operating margin.

Incoming orders 2011 – 2015


in EUR million
285.6

242.4 237.2
227.8
218.4

2011 2012 2013 2014 2015


DEO.Red.1.eps
Standard-Logo für alle farbigen Anwendungen, mit Ausnahme definierter Spezialfälle.
34  Management report  Business performance Divisions – Mechanical Components

orders as a percentage of gross sales) was 104.1%


(previous year 100.9%).

Result
The division’s operating result increased by 44.9%
to EUR 22.2 million, up from EUR 15.3 million the pre-
vious year. This growth in earnings was driven
primarily by linear drives for the furniture and care
market, following dynamic sales growth in Asia and
SALES AND North America. In Europe, the weakening of the euro
PROFITABILITY created a number of challenges, owing to the pro-
curement of components from Asia in USD.
Sales The industrial components business also contributed
Gross sales in the Mechanical Components division to the division’s improved result, achieving a slight
increased by 16.7% in 2015, to EUR 274.4 million. increase in earnings.
Corrected for differences in foreign-exchange rates,
they were up by 8.8%. There were no consolidation
effects. In Europe, sales rose slightly by 1.9%, driven ASSET AND
by industrial business and by sales in the care and CAPITAL STRUCTURE
furniture markets. Sales were up by 38.7% in North
and South America and 37.8% in the Middle and Purchases of tangible and intangible assets totalled
Far East. Both regions posted strong sales growth in EUR 11.2 million, compared with EUR 9.0 million
drives for electrically adjustable comfort furniture and the previous year. The biggest single investment
benefited from favourable currency movements. related to the construction of a production plant in
Jiaxing, China. The plant has a usable floor area
While the industrial components business remained of 36 000 m2 and is due to enter service towards
highly Europe-centric, with Europe accounting for the end of 2016. Capital expenditure on tools
83% of sales, North America and Asia saw sales remained high, at EUR 1.6 million compared with
increases of 19.9% and 35.3% respectively. In India, EUR 1.8 million the previous year. Investments
the construction, manufacture and sale of conveyor were also made in new manufacturing facilities
solutions got under way, while Belgium had success in Hungary.
with vehicle sensor measurement gantries. Gross
sales of industrial assembly systems rose by 8.4%. Net operating assets increased by 6.4% due to
business expansion. On the back of the higher
Global sales of linear drives for the furniture and care operating result, the return on capital employed
market increased by 20.9%, with sales in Europe up (ROCE) stood at 16.7%, up from 12.3% the
by 1.7%. Dynamic growth in comfort beds and previous year.
armchairs led to a rise of 49.5% in North America
and 38.0% in Asia.

Gross sales of linear adjustment and positioning


systems were up by 18.3%. A number of new drive
solutions were brought to market in 2015, together
with an innovative fittings technology for riser chairs
and recliner sofas.

Orders
Incoming orders were up 20.4% on the previous year
at EUR 285.6 million. The book-to-bill ratio (incoming
35   
Business performance Divisions – Mechanical Components  Management report  

Operating result and margin 2011 – 2015


in EUR million | in %

22.2

17.4
15.3 8.1
14.5
7.3
11.9
6.5
6.5

5.4

2011 2012 2013 2014 2015

Gross sales by region 2014 and 2015


in %

1 1
5 5
2
2
1 Switzerland: 3.7 | 3.0
2 Germany: 23.4 | 20.9
2014 2015 3 Europe (excluding GER and CH): 31.9 | 27.6
4 4 Middle and Far East: 27.8 | 32.8
5 North and South America: 13.2 | 15.7
4
3
3

Purchases of tangible and


intangible assets

2015 2015 2014 2014

in 1 000 EUR in % in 1 000 EUR in %

Intangible assets 1 498 13.4 1 032 11.5


Land and buildings 2 153 19.2 605 6.8
Machinery and equipment 2 706 24.1 4 808 53.7
Tools 1 636 14.6 1 765 19.7
Construction in progress 3 213 28.7 747 8.3
Total 11 206 100.0 8 957 100.0
36  Management report  Business performance Divisions – ELCOM / EMS

BUSINESS
Operating result

PERFORMANCE -21.7 EUR MILLION

ELCOM / EMS Margin

This division comprises three business areas:


Electromechanical Components, including
terminal blocks, connector systems, test probes,
-18.7%
series terminals and code switches for industrial
Investments
electronics (PTR, Hartmann); Electronic Manufac-

6.9
turing and Packaging, comprising power supply
systems, backplanes and electronic assemblies,
used in areas such as medical technology,
EUR MILLION
measurement technology, astrophysics and
research facilities like CERN (Phoenix Mecano
Digital Elektronik GmbH, WIENER, Hartmann
Electronic, ATON); and Power Quality, encompass-
ing transformers, instrument transformers and
inductors for use in renewable energies, drive
technology, switchgear and power distribution
networks (REDUR, Wijdeven, Platthaus, HARTU,
PM Special Measuring Systems).

The division is engaged in an intensive turna-


round process, whose effects will see a gradual
but significant improvement in margin in 2016.

Incoming orders 2011 – 2015


in EUR million
141.2

117.4 117.3
112.6
104.3

2011 2012 2013 2014 2015


38  Management report  Business performance Divisions – ELCOM / EMS

automotive, medical technology, military technology


and power supply units for research applications.
The development of VPX products was taken for-
ward in the reporting year, while new LED outdoor
lighting products were positioned on the market.

Orders
Incoming orders were up by 12.5% on the previous
year at EUR 117.3 million. The book-to-bill ratio
SALES AND (incoming orders as a percentage of gross sales) was
PROFITABILITY 101.2%, compared with 98.8% the previous year.

Sales Result
The ELCOM / EMS division’s gross sales rose by 9.7% in The ELCOM / EMS division’s operating result was
2015, to EUR 115.9 million. Corrected for differences impacted by an extensive restructuring package on
in foreign-exchange rates, sales growth was 7.7%; the one hand and various growth initiatives on the
adjusted for consolidation effects, sales were up by other. This led to an operating loss of EUR 21.7
5.0%. In Europe, sales increased by 10.5% overall, million (previous year EUR 5.3 million). Of this, EUR
with growth in the Netherlands and to some extent 14.1 million comprised non-recurring expenses in the
Germany driven by acquisitions. Organic sales growth form of impairment losses on tangible and intangible
in Europe was 4.5%. Sales in North and South assets and inventories as well as redundancy costs.
America were up by 6.6% and in the Middle and Far As reported in November 2015, a number of entities
East by 7.3%. in the Power Quality product area are being brought
together in a central production and administration
Gross sales of electromechanical components building in the Cologne / Aachen area, in order to
remained at the previous year’s level of EUR 50.0 make greater use of synergies. In addition, produc-
million. The end of a large automotive project led to a tion capacity in North Africa has been adapted as
decline in sales, but this was offset by increased sales part of the Wijdeven integration. A new investor is
of cable test probes for the automotive segment and being sought for a further two smaller sites in this
code switches for use in automation technology. 2015 product area, while the search has also begun for a
saw the division enter the market for integrated strategic investor for the Electronic Assembly
connection systems. Manufacturing product area, to facilitate growth
and better economies of scale.
Gross sales in the Power Quality business area in-
creased by 27.3% to EUR 28.0 million. Organic growth
stood at 4.4%. This business area mainly produces ASSET AND
and markets instrument transformers, transformers CAPITAL STRUCTURE
and chokes for a wide range of performance classes.
Wijdeven Inductive Solutions B.V., a Nethelands-based Capital expenditure fell from EUR 7.9 million to
company acquired on 1 August 2015 which manufac- EUR 6.9 million. It related mainly to electronic
tures customised inductive systems, contributed assembly manufacturing, investments in machinery
EUR 3.5 million to the growth in sales. and tools in the Electromechanical Components
business area and the further expansion of produc-
With sales of EUR 37.9 million, the Electronic Packag- tion facilities in Morocco.
ing business area generated organic growth of 12.8%.
This business area includes the companies Hartmann Net operating assets decreased from EUR 93.1
Electronic, WIENER Plein & Baus, Phoenix Mecano million to EUR 79.2 million, mainly owing to
Digital Elektronik and ATON Lichttechnik. The biggest the above-mentioned impairment of non-current
increases in sales were in the following markets: assets.
39   
Business performance Divisions – ELCOM / EMS  Management report  

Operating result and margin 2011 – 2015


in EUR million | in %

–0.6

–5.1 –5.3

–0.6
–9.8 –5.1
–4.2
–6.8

–18.7

–21.7

2011 2012 2013 2014 2015

Gross sales by region 2014 and 2015


in %

5 1 5 1

4 4
1 Switzerland: 4.2 | 3.9
2 Germany: 52.7 | 52.0
2014 2015 3 Europe (excluding GER and CH): 20.3 | 22.0
4 Middle and Far East: 15.4 | 15.0
2 2 5 North and South America: 7.4 | 7.1
3 3

Purchases of tangible and


intangible assets

2015 2015 2014 2014

in 1 000 EUR in % in 1 000 EUR in %

Intangible assets 321 4.7 210 2.6


Land and buildings 455 6.6 1 443 18.2
Machinery and equipment 3 310 48.2 4 617 58.3
Tools 533 7.8 706 8.9
Construction in progress 2 250 32.7 953 12.0
Total 6 869 100.0 7 929 100.0
40  Management report  Corporate responsibility

CORPORATE
Transparent and open communication creates
trust by giving shareholders, employees and all
other stakeholders a comprehensive insight into

RESPONSIBILITY the company. We are therefore committed to


informing our stakeholders about all relevant
aspects of our business. The Phoenix Mecano
Group pursues a strategy of sustainable growth,
rather than short-term gain and maximum
quarterly profits. The foundation for sustainable
business success is provided by the Phoenix
Mecano Group’s mission statement. This is based
on ecological, social and economical aspects.

Creation of value added Distribution of value added

Note 2015 2014 Note 2015 2014


in 1 000 EUR in %

1  Net sales 554 462 500 349 1 Employees C 92.0 83.7


2 Own work capitalised 2  Government (Taxes) D 4.0 5.4
and other income 5 905 4 070
3 Shareholders E 7.5 6.4
3  Cost of materials – 258 933 – 222 305
4 Lenders
4 Other (net interest expense) 0.5 0.5
operating expenses A – 71 089 – 66 544
5 Companies
5 Depreciation  / (retained earnings) F – 4.0 4.0
amortisation – 37 356 – 23 613
Value added 100.0 100.0
6 Other
non-operating result B – 1 261 584
D Current income tax, capital taxes and
Value added 191 728 192 541 other non-profit-related taxes
E Dividends paid in the financial year and share repurchases under the
share buy-back programme
F Result of the period less dividends already paid in the financial year
A Excluding capital taxes and other non-profit-related taxes
and share repurchases under the share buy-back programme
B Financial result excluding net interest expense plus share of
result from associated companies.
C Personnel expenses
41   
Corporate responsibility  Management report  

an acquiring company from the obligation to make


a public purchase bid. The limit for the obligation
to make an offer pursuant to Article 32 of the Swiss
Federal Act on Stock Exchanges and Securities
Trading is 45% of voting rights.

Payout and dividend policy


The target payout ratio for dividend payments is
SHARE 40 to 50% of result after tax, adjusted for special
factors. The strong balance sheet and high free cash
Phoenix Mecano AG’s shares are listed on the SIX flow can sustainably finance organic growth as
Swiss Exchange in Zurich. Phoenix Mecano AG’s well as any acquisitions. The Board of Directors will
share capital of CHF 960 500 is divided up into propose to the Shareholders’ General Meeting of
960 500 bearer shares with a par value of CHF 1.00 20 May 2016 a dividend of CHF 15.
each. There are no restrictions on ownership or
voting rights. Capital that is not required for internal
growth is returned to shareholders in the form of
dividends, par value repayments and share buy-
backs. The share capital has not been increased since
the company went public in 1988. Phoenix Mecano
AG’s corporate policy dictates that growth should be
funded out of the company’s own capital resources.

Opting out and opting up


The company has not made any use of the possibility
provided for in the Stock Exchange Act of excluding

Share price 1 January 2011 – 29 February 2016


in CHF

800

600

400

200
Jan. 2011 Jan. 2012 Jan. 2013 Jan. 2014 Jan. 2015 Jan. 2016

Phoenix Mecano
Vontobel Small Caps Index (indexed)
Swiss Performance Index (SPI) (indexed)
42  Management report  Corporate responsibility

Monthly highs and lows and average daily volume 2015

560
540
494 486 492 480 487 480
460 458 471 470

449 455 455 455 445 461


439 425 430 441
410 407

853 814
664
581
500
392 382
325 317
255 276
182

Jan. Feb. Mar. Apr. May June July Aug. Sep. Oct. Nov. Dec.

Monthly high / low (in CHF) Average daily volume (number of shares)

Dividend payout 2006 – 2015


in million CHF

14.4 14.4 14.4


12.6 12.7 12.5

9.9 9.7
9.3

6.4

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Proposed dividend Dividend

Dividend payout and return of capital to shareholders 2006 – 2015


in million CHF

2006 – 2010 2011 2012 2013 2014 2015 Total

in million CHF

Proposed dividend 47.9 12.7 12.5 14.4 14.4 14.4 116.3


Share buy-back 42.9 – 4.8 3.4 – – 51.1
Total 90.8 12.7 17.3 17.8 14.4 14.4 167.4
Corporate responsibility  Management report   43   

Dialogue with the capital market Share information


To help nurture the ongoing relationship with share-
Listing SIX Swiss Exchange / Zurich
holders and investors, various roadshows and analyst
presentations were held in Zurich during the reporting Securities No. Inh. 218781
year. A number of one-on-one meetings also took ISIN CH 000 218 7810
place at the company’s headquarters. Reuters PM.S
Bloomberg PM SE Equity
Analyst coverage and recommendation
The ongoing development of our company and the Telekurs / Telerate PM
performance of the Phoenix Mecano share are regularly
covered by various analysts. The share is covered by
the following analysts:
– UBS AG (CH): joern.iffert@ubs.com
– Helvea (CH): ramstalden@helvea.com
– Zürcher Kantonalbank (CH): richard.frei@zkb.ch

Share indicators at a glance


2015 2014 2013 2012 2011

Unit

Share capital  (bearer shares


1

with a par value of CHF 1.00) Number 960 500 960 500 978 000 978 000 978 000
Treasury shares Number 485 1 260 20 064 14 803 4 520
Shares entitled to dividend Number 960 015 959 240 957 936 963 197 973 480
Operating result per share 2 EUR 15.6 30.7 36.6 29.0 37.1
Result of the period per share 2 EUR 7.0 20.8 23.4 18.8 24.3
Equity per share  2
EUR 273.6 278.8 265.4 260.3 253.2
Free cash flow per share 2 EUR 14.2 16.1 24.0 38.9 25.1
Dividend CHF 15.00 5 15.00 15.00 13.00 13.00
Share price
– High CHF 560 589 565 575 719
– Low CHF 407 399 436 431 427
– Year-end price CHF 467 460 545 431 490
Market capitalisation million CHF 448.6 441.8 533.0 421.5 479.2
Dividend yield 3
% 3.2 5
3.3 2.8 3.0 2.7
Total shareholder return % 4.8 – 12.8 29.9 – 9.4 – 23.8
Payout ratio 4 % 202 5 59 52 58 43
Price / profit ratio 31 December 62.8 18.2 19.0 19.1 14.6

1 Pursuant to a decision by the Shareholders’ General Meeting of 23 May 2014, the share capital was reduced by
CHF 17 500 with effect from 26 August 2014 by cancelling 17 500 shares from the 2013 / 2014 share buy-back programmes.
2 Based on shares entitled to dividend as at 31 December.
3 Dividend in relation to year-end price.
4 Dividend (shares entitled to dividend only) in relation to result of the period.
5 Proposal to the Shareholders’ General Meeting of 20 May 2016.
44  Management report  Corporate responsibility

Financial calendar

18 February 2016 Media release


7.00 a.m. Financial year 2015, Provisional figures

26 April 2016 Media release


7.00 a.m. Financial year 2015
Q1 2016

Publication of 2015 annual report

26 April 2016 Media conference


9.30 a.m. Financial year 2015
Q1 2016

Widder Hotel, 8001 Zurich

26 April 2016 Financial analysts’ conference


11.30 a.m. Financial year 2015
Q1 2016

Widder Hotel, 8001 Zurich

20 May 2016 Shareholders’ General Meeting


3.00 p.m.

Hotel Chlosterhof, 8260 Stein am Rhein

16 August 2016 Media release


7.00 a.m. Half-yearly results 2016

Publication of 2016 semi-annual report

26 October 2016 Media release


7.00 a.m. Q3 2016

Further information
Benedikt A. Goldkamp
Chief Executive Officer
Phone +41 43 255 42 55
info@phoenix-mecano.com
www.phoenix-mecano.com
45   
Corporate responsibility  Management report  

EMPLOYEES In 2015, the Group employed over 6 200 people on


five continents. The high quality and reliability of our
The Phoenix Mecano Group operates as a responsible products and services set the Phoenix Mecano Group
employer, always acting in accordance with ethical apart. With their great expertise, motivation and
values and principles. Equal opportunities, equal commitment, our employees help to continuously
treatment of employees and respect for health and enhance our offering. A range of continuing training
safety are firmly enshrined in the Group’s Code of opportunities support them in their professional
Conduct and embedded in all its divisions and and individual development. This helps to improve oper-
subsidiaries. Cultural characteristics and differences ational processes, enhance the quality of products
between sites and subsidiaries are naturally respected and services and promote safety at work, while
and used as an opportunity to learn from one an- also strengthening employees’ identification
other. This is also fostered by our long-term “Journey with the Phoenix Mecano Group as a whole and
towards Operational Excellence” (J2OX) initiative, boosting motivation.
aimed at bringing about continuous improvement in
operational performance. J2OX establishes a culture
of continual optimisation by, among other things,
promoting permanent mutual learning and efficient
teamwork. The company is also committed to
protecting human rights, equal opportunities and
providing a safe working environment with fair and
competitive remuneration.

Key figures at a glance


2015 2014 2013 2012 2011
Annual average / Number Change 2014 to 2015 /
unless otherwise indicated Number / 1 000 EUR

Employees – 3 6 204 6 207 5 839 5 722 6 152


BY DIVISION
Enclosures 69 1 848 1 779 1 715 1 666 1 628
Mechanical Components 9 1 917 1 908 1 914 1 906 1 934
ELCOM / EMS – 87 2 401 2 488 2 182 2 124 2 564
Others 6 38 32 28 26 26
BY REGION
Switzerland – 2 137 139 137 137 133
Germany 43 1 630 1 587 1 552 1 561 1 591
Rest of Europe –  1 459 1 459 1 467 1 647 1 913
North and South America 13 214 201 204 194 185
Middle and Far East 13 1 454 1 441 1 251 891 819
Africa – 71 1 296 1 367 1 215 1 280 1 500
Australia 1 14 13 13 12 11
Personnel expenses in 1 000 EUR 2.5 28.5 26.0 25.9 25.4 23.3
Gross sales per employee
in 1 000 EUR 8.8 90.2 81.5 85.7 87.5 86.1
46  Management report  Corporate responsibility

SOCIETY AND ENVIRONMENT Environment


In addition to economic and socio-cultural aspects,
Society corporate social responsibility also encompasses
Societal commitment is an integral part of sustain- ecological factors. Given the growing urgency of
able and responsible business. For this reason, the issues such as climate change and resource scarcity,
Phoenix Mecano Group is involved in numerous conscientious and respectful interaction with the
social projects, both regionally and globally, helping environment is essential and a fundamental part of
to foster development in the regions concerned. responsible business practice.
The projects we support are identified and imple-
mented in a decentralised way by individual Fostering a sense of ecological responsibility begins
Group companies. with each and every individual and permeates all
aspects of their daily working lives. Accordingly, all of
In China, for example, Mecano Components our employees throughout the Group are regularly
(Shanghai) supported the “I want to go to school” and comprehensively informed, trained and motivated
programme in 2015. The programme is run by to ensure that they implement the company’s internal
Chinese national radio’s Music Radio Channel in principles on environmental protection in their
partnership with China Children and Teenagers’ day-to-day work. These principles are also enshrined
Fund. The aim of the project is to support children in our Code of Conduct.
from deprived areas whose parents are working far
from home by improving their school and living Phoenix Mecano always complies with the standards
environment as well as their physical and mental laid down by relevant environmental legislation and
health. As part of the project, Mecano Components has established the issue of environmental awareness
(Shanghai) supported 20 children in need in Yushu, as part of its corporate culture. Where possible,
Qinghai province. measures are adopted and extended to continuously
minimise negative environmental impacts and to
enhance environmental protection. As part of this
process, where reasonable and feasible the Group has
its quality and environmental management systems
certified according to recognised standards such as
ISO 9001 (since 2000) and ISO 14001 (since 2004), to
ensure uniform Group-wide assessment of companies’
environmental protection measures. This enables
us to manage operations and HR in an environmen-
tally oriented way while satisfying customer and
stakeholder requirements.

However, despite our commitment to the environ-


ment, we are aware that the high ecological standards
of Switzerland and Germany cannot be applied as a
benchmark in all countries. Nonetheless, we continu-
ally strive to improve environmental and quality
awareness at all levels and in all regions. Our envi-
ronmental commitment and quality management are
based heavily on the standards implemented in the
EU, and Germany in particular.
47   
Corporate responsibility  Management report  

RISK REPORT ment at the request of the Board of Directors. The


Internal Auditing Department reports on a half-yearly
The Phoenix Mecano Group understands risk man- basis to the management and the Board of Directors’
agement as the entrepreneurial activity of weighing Audit Committee concerning significant risks and
up risks and opportunities. Active and swift risk Group companies’ risk management processes.
management is a competitive advantage, the aim Internal Auditing Department risk reports are
being not only to identify potential risks early on and discussed in the Audit Committee on a half-yearly
avoid them but also to create long-term scope for basis. The Internal Auditing Department reports to the
action that allows informed entrepreneurial risk-tak- whole Board of Directors once a year. In between
ing. In 2002, the Phoenix Mecano Board of Directors regular reporting dates, Group companies are required
introduced a Group-wide, system-based risk man- to report on an ad-hoc basis if significant new risks
agement system, which is continuously enhanced arise. This process ensures that risks are recorded and
through consultation between the Board of Directors, assessed in a timely and comprehensive way and
management, Group Controlling and the Internal allows the Board of Directors to carry out its own
Auditing Department. risk assessment.

Group-wide risk and


opportunity management
The Board of Directors is responsible for monitoring
risk and opportunity management. Regular reporting
to the management and Board of Directors ensures
that key threats arising from entrepreneurial risks as
well as potential opportunities are identified at an
early stage and suitable measures are adopted in a
timely manner.

The objectives of risk management are to achieve


and maintain a consistently high level of risk aware-
ness and to create risk transparency throughout the
Phoenix Mecano Group. It also aims to ensure
compliance with legal obligations and the require-
ments pertaining to a listed company.

The risks faced by the Phoenix Mecano Group are


divided into five main categories: external, financial,
operational, legal and strategic risks. More informa-
tion about financial risk management can be found in
the consolidated financial statements (pages 130 ff.).

Risk management within the Phoenix Mecano Group


is undertaken autonomously by individual Group
companies and is the decentralised responsibility of
each company’s managing director(s). It involves
identifying, assessing and managing risks and
determining and continuously updating measures to
address them.

Group companies’ risk management processes are


regularly reviewed by the Internal Auditing Depart-
48  Corporate Governance & Remuneration report

CONTENTS 50  Corporate Governance


62  Remuneration report
67 Report of the statutory auditor on
the remuneration report 
68  Group operational structure
49   
Corporate Governance & Remuneration report  

CORPORATE
GOVERNANCE &
REMUNERATION
REPORT
50  Corporate Governance 

CORPORATE
Group structure and shareholders
Phoenix Mecano is a global technology enterprise in
the enclosures and industrial components sectors and

GOVERNANCE has significant market shares in the international


growth markets. It manufactures technical enclosures,
electronics components, linear actuators and complete
system integrations in three technical divisions. Its
Phoenix Mecano’s corporate governance important areas of application are mechanical
promotes transparent and responsible engineering, measurement and control technology,
management of the business and sustainable electrical engineering, automotive and railway
value creation. This corporate governance technology, energy technology, medical technology,
report generally follows the structure of aerospace technology and home and hospital care.
the Directive on Corporate Governance (DCG)
published by SIX Swiss Exchange. The The Group is split into three divisions: Enclosures,
remuneration report follows in a separate Mechanical Components and ELCOM / EMS. Within
section starting on page 62. these divisions, parent companies responsible for
product management operate with the help of global
production sites and sales companies. In Switzerland,
Phoenix Mecano is present at two locations: Kloten,
from where Phoenix Mecano Management AG runs
the Group’s operations, and Stein am Rhein, which
is home to the headquarters of the Group’s holding
company as well as to Phoenix Mecano Kompo-
nenten AG, which distributes the various products
manufactured by Phoenix Mecano subsidiaries in
Switzerland, and the purchasing company Phoenix
Mecano Trading AG.

The Group’s overall structure has always been very


lean. Operational responsibility lies with the
management, also referred to as the Executive
Committee. The Extended Group Leadership
Committee, including the operational managers of
the Group’s divisions, main business units and
regions, assists with the coordination of business
activities. The Group’s operational structure is
presented on pages 68 and 69. Detailed informa-
tion about the scope of consolidation can be found
on pages 98 – 101 of the consolidated financial
statements. None of the shareholdings is listed.

Cross-ownership
There is no cross-ownership between the subsidiaries
or between the subsidiaries and the parent company.

Shareholders’ agreements
There are no shareholders’ agreements.
Corporate Governance   51   

Capital structure Changes in capital


Capital / shares and participation certificates No changes in capital took place in 2015.
As at 31 December 2015, Phoenix Mecano AG’s The Shareholders’ General Meeting of 23 May 2014
share capital was fully paid up and consisted of approved the cancellation of 17 500 shares from the
960 500 bearer shares (securities No. Inh. 218781; 2012 / 2013 buy-back programme. The share capital
Reuters: PM.S; Telekurs / Telerate: PM) with a was reduced from CHF 978 000 to CHF 960 500, with
par value of CHF 1.00. All shares, apart from those effect from 26 August 2014. No changes in capital
owned by the company, fully entitle the bearer took place in 2013, 2012 and 2011.
to vote and receive a dividend. As at the balance
sheet date, the company owned 485 treasury Limitations on transferability and
bearer shares. There are no nominal shares and no nominee registrations
participation or dividend-right certificates. Since Phoenix Mecano AG has issued no nominal
shares, there are no limits on transferability.
Contingent and authorised capital
At present the Group has no contingent or
authorised capital.

Major shareholders, each holding a share of the voting rights equivalent to


over 3% of the share capital as at 31 December 2015

Name Head office 2015 2014

in %

Planalto AG Luxembourg, Luxembourg 34.6* 34.6


Tweedy, Browne Global Value Fund (A subdivision
of Tweedy, Browne Fund Inc., New York, USA) New York, USA 5.5* 5.5*
J. Safra Sarasin Investmentfonds AG
(formerly Sarasin Investmentfonds AG) Basel, Switzerland 4.9 5.4*
UBS Fund Management (Switzerland) AG Basel, Switzerland <3 3.5*

* Shareholding not notified in the year indicated.


This information is based on notifications by the aforementioned shareholders.

Individual notifications can be viewed at the following link of SIX Swiss Exchange:
https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html

Changes in capital

Year of buy-back Cancelled shares Average repurchase price Shares outstanding

Number CHF Number

2007 / 2008 58 500 510.74 1 011 000


2008 / 2009 33 000 336.42 978 000
2012 / 2013 17 500 467.54 960 500
52  Corporate Governance 

Convertible bonds and options By law and pursuant to the company’s Articles of
There are no convertible bonds and no options. Incorporation, the Board of Directors has the
following main duties and powers:
Board of Directors – Preparation of the proceedings of the Shareholders’
The Board of Directors is the company’s senior General Meeting, especially the annual report,
management body and comprises at least four mem- financial statements and proposals on the appropria-
bers. In 2015, the Board of Directors had five mem- tion of earnings
bers. They met four times in 2015, each meeting – D etermination of corporate goals and the
lasting an average of four hours. principles underlying corporate policy and
strategy
Elections and terms of office – Determination of the company’s policy on risks
The members of the Board of Directors are elected – Decision-making regarding the establishment
individually by the Shareholders’ General Meeting or cessation of major divisions of the company and
for a term of one year until the end of the next authorisation of the acquisition or disposal of
ordinary Shareholders’ General Meeting. There are shareholdings, plus authorisation of any changes to
no restrictions on re-election. The Chairman is the legal structure of the Group
elected by the Shareholders’ General Meeting from – Decision-making on the budget and medium-term
among the members of the Board of Directors for a planning (product and market strategy, financial
term of office of one year, until the end of the next and investment guidelines)
ordinary Shareholders’ General Meeting. This term – Allocation of signatory powers to members of the
may also be renewed. The Board of Directors Board of Directors and determination of the
designates someone to take the minutes, who does principles governing signatures below that level
not necessarily have to be a member of the Board – Determination of the principles of reporting to the
of Directors. Board of Directors, approval of the principles
governing the company’s finances and
Definition of areas of responsibility accounts and also internal and external audits
The powers of the Board of Directors are set out in – Preparation of the remuneration report
the Swiss Code of Obligations as well as in Phoenix
Mecano AG’s Articles of Incorporation, which state Other activities and vested interests
that the Board of Directors is entitled to transfer the
management or individual branches thereof and
Mr Ulrich Hocker,
the representation of the company to one or more
Chairman of the Board of Directors
of its members or to other natural persons,
pursuant to its own rules of procedure governing
organisational matters, except where mandatory Activities in governing and supervisory bodies
legal provisions stipulate otherwise. To this end it – Feri Finance AG, Bad Homburg, Germany (Deputy
may set up committees, appoint, monitor or recall Chairman of the Supervisory Board)
delegates or appoint a management comprising – DMG Mori Seiki AG, Bielefeld, Germany (Member
one or more of its own members or external of the Supervisory Board)
persons. The Board of Directors determines the
powers and obligations of committees, delegates, Permanent management and consultancy functions
management and executives with a power of – Deutsche Schutzvereinigung für Wertpapierbesitz
attorney. The Board of Directors is authorised to e. V. (DSW), Düsseldorf, Germany
take decisions provided that a majority of its
members is present. Decisions are taken by a Official functions and political posts
majority of votes cast by those present. In the event – German Financial Reporting Enforcement Panel
of a tie, the Chairman has the casting vote. (FREP), Member of the Governing Board

Corporate Governance   53   

Mandates fulfilled by a member of the Board of


Mr Benedikt Goldkamp, Directors or the management at the instruction of
Delegate of the Board of Directors and CEO the company are not covered by this restriction on
additional mandates.
Activities in governing and supervisory bodies
– Model Holding AG, Weinfelden, Switzerland There are no rules in the Articles of Incorporation
(Member of the Board of Directors) that differ from the statutory legal provisions with
regard to the appointment of the Chairman of the
Board of Directors, the members of the Compensa-
Mr Beat Siegrist,
tion Committee or the independent proxy.
Member of the Board of Directors

Cross-linkage
Activities in governing and supervisory bodies There is no cross-linkage. In other words, no member
– Schweiter Technologies, Horgen, Switzerland of the Phoenix Mecano Board of Directors serves on
(Chairman of the Board of Directors) the Supervisory Board of a listed company of a fellow
– INFICON Holding AG, Bad Ragaz, Switzerland member of the Board of Directors.
(Member of the Board of Directors)
– Garaventa Accessibility AG, Goldau, Switzerland Internal organisational structure
(Chairman of the Board of Directors) The Board of Directors is deliberately kept small
and usually performs its duties collectively. The
No other members of the Board of Directors have Audit Committee, first set up in 2003, is primarily
any relevant activities or vested interests to declare. responsible for monitoring external audits.
In that task it is supported by the Internal Auditing
Number of permitted activities pursuant to Department. The Audit Committee is chaired by
Article 12(1)(1) ERCO (rules laid down in Article Dr Florian Ernst in his capacity as a non-executive
22 of the Articles of Incorporation) member of the Board of Directors. Dr Ernst is a
Members of the Board of Directors, the manage- certified auditor and has the necessary knowledge
ment and any advisory board may not hold and experience of finance and accounting. Another
or perform more than the following number of member of the Audit Committee is the Chairman
additional positions or activities in senior manage- of the Board of Directors, Ulrich Hocker. The CEO
ment or administrative bodies of other legal entities and CFO also attend Audit Committee meetings.
which are required to register themselves in The Committee held two meetings in 2015, each
the commercial register or an equivalent foreign lasting an average of four hours.
register and which do not control or are not
controlled by the company: The Audit Committee works in an advisory capacity
– 5 mandates with companies whose equity and prepares draft resolutions and recommenda-
securities are listed on a stock exchange, where tions for the attention of all members of the Board
multiple mandates with different companies of Directors. Decisions are taken by the whole
belonging to the same group count as one Board of Directors.
mandate; and
– 10 paid mandates with other legal entities, The Compensation Committee is the remuneration
where multiple mandates with different compa- committee required by the Swiss Ordinance against
nies belonging to the same group count as one Excessive Remuneration in Listed Companies Limited
mandate; and by Shares (ERCO). The present members of the
– 10 unpaid mandates, where the reimbursement Beat Siegrist, Ulrich Hocker, Dr Martin Furrer were
of expenses is not considered as remuneration. proposed to the 2015 Shareholders’ General Meeting
for election individually. The Compensation Commit-
tee draws up proposed remuneration guidelines
for the Board of Directors and management. It also
54  Corporate Governance 

makes recommendations for Board of Directors assessment is carried out every five years. The In-
compensation and the fixed and variable remunera- ternal Auditing Department conducted a self-
tion components for management. It prepares the assessment in early 2015. The positive outcome was
Board of Directors’ decision concerning the remuner- reported to the Audit Committee.
ation of the Board of Directors and management
and submits a proposal to the Board of Directors on A Group-wide risk management system was intro-
this matter. Based on the Compensation Committee’s duced in 2002 and a Group-wide internal control
proposal, the whole Board of Directors decides on system in 2008. Both systems have proved invaluable
the remuneration of members of the Board of and are continuously updated. Integrated software
Directors and management and submits its decision for both areas was rolled out in the fourth quarter
to the Shareholders’ General Meeting for approval, of 2012. Based on experiences over the previous two
in accordance with the Articles of Incorporation. years, an in-depth review of internal control guide-
The Delegate of the Board of Directors (CEO) attends lines took place in September 2014, covering control
meetings of the Compensation Committee in an requirements and frequencies as well as documenta-
advisory capacity. He leaves the meeting when his tion requirements.
own remuneration is being discussed. To prevent
conflicts of interest, the Chairman and Delegate of
the Board of Directors abstain from votes relating to
their own remuneration.

Information and control instruments vis-à-vis


the management
The Board of Directors has a number of instruments
to enable it to perform its duties vis-à-vis the man-
agement to the fullest extent. For example, the com-
pany has a management information system en-
compassing all Phoenix Mecano Group companies.
It includes detailed balance sheet and statement of
income figures and enables the company to obtain a
quick and reliable picture of the income and assets
of the Group, divisions or individual companies at
any time. Reporting takes place monthly. Regular
meetings with members of the management ensure
that Board members are fully informed and have a
sound basis for decision-making.

The dedicated, full-time Internal Auditing Depart-


ment was set up in 2002. It is accountable to the
Board of Directors and reports directly to it. Key
audit issues in 2015 were accounts receivable and
inventory management, the internal control system,
the risk management system, transfer pricing
documentation, compliance and employee inven-
tions (in Germany). A quality assessment conducted
by an external auditor (Ernst & Young GmbH,
Wirtschaftsprüfungsgesellschaft, Düsseldorf,
Germany) in early 2012 confirmed that the Phoenix
Mecano Group’s Internal Auditing Department
complied with international standards. A quality
Corporate Governance    55   

Members of the Board of Directors and its committees

Board of Directors

Ulrich Hocker Benedikt A. Goldkamp


Chairman Delegate of the Board of Directors
Member since 1988 Member since 2000

Dr Florian Ernst Dr Martin Furrer Beat Siegrist


Member since 2003 Member since 2003 Member since 2003

Audit Committee Compensation Committee

Dr Florian Ernst (Chairman) Beat Siegrist (Chairman)


Member since 2003 Member since 2013

Ulrich Hocker Ulrich Hocker Dr Martin Furrer


Member since 2003 Member since 2013 Member since 2013

All members of the Board of Directors are elected for one year until the 2016 Shareholders’ General Meeting. As Delegate of the Board of Direc-
tors, Mr Benedikt A. Goldkamp has an operational management role. All other Board members are non-executive directors.
56  Corporate Governance 

BOARD OF DIRECTORS

as at 31 December 2015

Ulrich Hocker (D) Benedikt A. Goldkamp (D)


Chairman of the Board of Delegate of the Board of
Directors since 2003. Member Directors. Member of the Board
of the Board of Directors since of Directors since 2000.
1988. Born in 1950. Resident Delegate of the Board of
in Düsseldorf (Germany). Directors and CEO since 1 July
2001. Born in 1969. Resident in
Trained as a banker. Law degree, Lufingen (Switzerland).
attorney at law. Managing Director
of Deutsche Schutzvereinigung für Gained a degree in financial
Wertpapierbesitz e.V. (DSW) from consultancy, followed by a Master
1985 to November 2011 and of Business Administration from
President since 21 November 2011. Duke University. 1996 – 1997
Worked as an auditor and strategy
consultant at McKinsey & Co.
1998 – 2000 Managed the Group’s
own production company in
Hungary and several Group-
internal restructuring projects.
Has been a member of the
management and Board of
Directors of Phoenix Mecano AG
since 2000.
Corporate Governance    57   

Dr Florian Ernst (CH) Dr Martin Furrer (CH) Beat Siegrist (CH)


Member of the Board of Member of the Board of Member of the Board of
Directors since 2003. Born in Directors since 2003. Born in Directors since 2003. Born in
1966. Resident in Zollikon 1965. Resident in Zumikon 1960. Resident in Herrliberg
(Switzerland). (Switzerland). (Switzerland).

Graduated as Dr oec. HSG in Gained a doctorate in law (Dr iur.) Gained the following qualifica-
1996. Qualified as an auditor in from Zurich University, then an tions: Dipl. Ing. ETH in 1985, MBA
1999. Worked as an auditor MBA from INSEAD in Fontaine- INSEAD, Fontainebleau and
at Deloitte & Touche AG in Zurich bleau, and passed the bar McKinsey Fellowship in 1988.
until 1999. Then held various examination of the Canton of Development engineer for data
positions in the banking sector, Zurich. Started out as a lawyer for transfer with Contraves, Consult-
including as a mergers & acquisi- Baker & McKenzie in Sydney, then ant and Project Manager at
tions consultant and the became a strategy consultant for McKinsey & Co. responsible for
CFO of an alternative investment McKinsey & Co. in Zurich. Has been reorganisations and turnaround
company in Pfäffikon, Schwyz. back working as a lawyer for projects in the machine industry.
2008 – 2015 occupied a number Baker & McKenzie in Zurich since 1996 – 2008 CEO of Schweiter
of posts at Deutsche Bank 1997, specialising in private equity, Technologies, Horgen. Since 2008
(Switzerland) AG, Zurich, including mergers & acquisitions, capital member and since 2011 chairman
as Global Head Private Equity market law and restructuring. of the Board of Directors of
Distribution and advising clients in Has been a partner at Schweiter Technologies Horgen.
the Asset & Wealth Management Baker & McKenzie since 2002. Member of the Board of Directors
Division. Since 2015 has per- of INFICON Holding AG, Bad
formed various independent roles Ragaz, since 2010. 2008 – 2012
in the field of private equity / cor- Managing Director of the Satisloh
porate finance and family offices. Group. Since 2013 Chairman of the
Board of Directors of Garaventa
Accessibility AG, Goldau.
58  Corporate Governance 

Management Instructions to the independent proxy


The management comprises the Delegate of the The Board of Directors ensures that shareholders can
Board of Directors / CEO, the COO and the CFO. It is also transmit their proxies and instructions to the
chaired by the Delegate of the Board of Directors. independent proxy by electronic means. The Board
The COO and CFO are appointed by and report to of Directors determines the requirements applying
the Delegate. The management aids the Delegate to proxies and instructions. The independent
by coordinating the Group’s companies and advises proxy is elected for one year by shareholders at the
on matters affecting more than one division. ordinary Shareholders’ General Meeting.

Other activities and vested interests Quorums required by the Articles


of Incorporation
Unless the law or the company’s Articles of Incorpo-
Mr Benedikt Goldkamp,
ration stipulate that decisions be taken by a qualified
Delegate of the Board of Directors and CEO
majority, the Shareholders’ General Meeting takes
decisions by means of an absolute majority of the
Activities in governing and supervisory bodies votes cast, irrespective of the number of sharehold-
– Model Holding AG, Weinfelden, Switzerland ers present or the number of votes. In the event of a
(Member of the Board of Directors) tie, the Chairman has the casting vote, except in
elections, where the final decision will be taken by
No other members of the management have any lots if need be.
relevant activities or vested interests to declare.
The adoption and amendment of the Articles of
Number of permitted activities pursuant to Incorporation and any decisions entailing an
Article 12(1)(1) ERCO amendment of the Articles of Incorporation must be
The number of permitted activities for members approved by three quarters of the votes cast,
of the management is laid down in Article 22 of irrespective of the number of shareholders present
the company’s Articles of Incorporation. or the number of votes.
The relevant rules are cited on page 53 in the
Board of Directors section. Convocation of the Shareholders’ General
Meeting / Inclusion of items on the agenda
Management contracts The Shareholders’ General Meeting (GM) is the
Furthermore, there are no management contracts company’s top body. It is headed by the Chairman.
between the Group and companies or persons with Invitations to the GM are issued at least 20 days in
management duties. advance of the meeting by means of a single
announcement in the company’s publications. The
Compensation, shareholdings and loans invitation must contain the agenda of the meeting
Remuneration report, page 66; Financial statements, and the proposals by the Board of Directors and
page 159. shareholders who called for the convocation of a
Shareholders’ General Meeting or the inclusion of
Shareholders’ participation rights an item on the agenda. Shareholders representing
Voting rights and proxy voting shares totalling 10% of the share capital may
Each share entitles the holder to one vote at the request the inclusion of an item on the agenda.
Shareholders’ General Meeting. There is no restric-
tion on voting rights. Shareholders may be repre- Shareholders’ rights
sented at the Shareholders’ General Meeting by their All shareholders are entitled to attend the Share-
legal representative, another third party with written holders’ General Meeting. To participate and
authorisation or the independent proxy. All of the make use of their rights to vote and submit
shares held by a shareholder can only be represented proposals, they must demonstrate their share
by one person. ownership.
59   
Corporate Governance   

MANAGEMENT

as at 31 December 2015

Benedikt A. Goldkamp (D) CEO Dr Rochus Kobler (CH) COO René Schäffeler (CH) CFO
Delegate of the Board of Member of the management Member of the management
Directors. Member of the Board since 2010. Dr oec. HSG, Dipl. since 2000. Certified account-
of Directors since 2000.Delegate Ing. ETH / MSc. Born in 1969. ant / controller. Born in 1966.
of the Board of Directors and Resident in Unterägeri Resident in Stein am Rhein
CEO since 1 July 2001. Dipl. (Switzerland). (Switzerland).
Finanzwirt, MBA Duke Universi-
ty. Born in 1969. Resident in 1997 – 2002 Senior Engagement Commercial training and active for
Lufingen (Switzerland). Manager at McKinsey in Zurich, several years in the banking
Johannesburg and Chicago. sector. At Phoenix Mecano since
1996 – 1997 Worked as an 2002 – 2010 CEO and Member of 1989. After serving as Controller
auditor and strategy consultant at the Board of Directors of the (until 1991), Head of the Group
McKinsey & Co. 1998 – 2000 international production and Accounting Department
Managed the Group’s own trading group Gutta. He has been (1992 – 96) and Deputy Director
production company in Hungary COO since 1 September 2010, of Finances and Controlling
and several Group-internal with responsibility for the (1997 – 2000), he has been CFO
restructuring projects. operational management of the since 2000. In this post he is
He has been a member of the Phoenix Mecano Group. responsible for finances, group
management and Board of accounting, controlling, taxes
Directors of Phoenix Mecano AG and IT.
since 2000.
60  Corporate Governance 

Share ownership by members of the Board of Directors and


management and persons related to them

Name Position 31.12.2015 31.12.2014

Number

Ulrich Hocker Chairman of the Board of Directors 8 898 8 798


Benedikt A. Goldkamp Delegate of the Board of Directors 1 865 1 865
Dr Florian Ernst Board member 10 10
Dr Martin Furrer Board member 100 100
Beat Siegrist Board member 400 400
Shares held by the Board of Directors 11 273 11 173
Dr Rochus Kobler Member of the management 200 200
René Schäffeler Member of the management 125 80
Shares held by the management 325 280

Entries in the share register Phoenix Mecano Group for a period of one year. KPMG
Since Phoenix Mecano AG has only issued bearer AG, Zurich, first assumed the mandate as statutory and
shares, no share register is kept. Group auditors in 2006. The lead auditor, Mr Kurt
Stocker, has been in office since the 2012 Shareholders’
Changes of control and defence measures General Meeting. The lead auditor is replaced every
Duty to make an offer seven years.
The limit for the obligation to make an offer pursuant
to Article 32 of the Swiss Federal Act on Stock Auditing fees
Exchanges and Securities Trading is 45% of the voting In the reporting year, KPMG received fees totalling
rights (opting up). Under the Swiss Stock Exchange Act, EUR 710 000 for auditing the financial statements and
a potential acquiring company may be exempted from consolidated financial statements.
the obligation to make a public purchase bid (opting
out). Phoenix Mecano has not made use of this Additional fees
possibility. KPMG received additional fees of EUR 649 000 in
the reporting year: EUR 579 000 for tax consultancy,
Clauses on changes of control EUR 67 000 for legal advice and EUR 3 000 for
There are no change-of-control clauses. Nor are there miscellaneous services including support for the
any agreements about extending contracts in the Internal Auditing Department.
event of a hostile takeover. This applies to serving
members of the Board of Directors and management Audit supervision and control instruments
as well as to other executive staff. Phoenix Mecano has a dedicated full-time Internal
Auditing Department and a Board of Directors’ Audit
Auditors Committee. The external auditors attended both
Duration of the mandate and Audit Committee meetings in the reporting year. They
term of office of the lead auditor inform the Audit Committee, both orally and in
By a decision of the Shareholders’ General Meeting writing, of the outcome of the Group audit and the
of 22 May 2015, KPMG AG, Zurich, were appointed as audit of the financial statements of Phoenix Mecano
statutory auditors for the accounting and financial AG. Specific observations relating to the audit are
statements of Phoenix Mecano AG and as Group presented to the Board of Directors in the form of
auditors of the consolidated financial statements of the a comprehensive report.
61   
Corporate Governance   

The Audit Committee assesses the auditors’ perfor- be found on page 44. Detailed information is
mance annually based on the documents, reports and also available online at www.phoenix-mecano.com,
presentations they produce and the relevance and from where the Group’s annual reports, latest media
objectivity of their observations. In so doing, the information and Articles of Incorporation can be
Committee also takes into account the opinion of the downloaded:
CFO. The amount of the auditors’ fees is regularly – Annual reports / Semi-annual reports:
reviewed and compared with the auditing fees of other www.phoenix-mecano.com/annualreports.html
industrial companies. It is negotiated by the CFO and – Media information: www.phoenix-mecano.com/
approved by the Audit Committee. All services current-media-releases.html
performed outside the scope of the statutory audit – Articles of Incorporation: www.phoenix-mecano.
mandate are compatible with the audit duties. com/articles-of-incorporation.html
– Shareholders’ General Meeting (invitation,
Information policy results of votes): www.phoenix-mecano.com/
Phoenix Mecano informs its stakeholders in an open general-meeting.html
and comprehensive way to create trust and promote
understanding of the company. Its high level of trans- For ad hoc disclosures, the relevant pages are:
parency enables all stakeholder groups to make a – Pull link: www.phoenix-mecano.com/
full and accurate assessment of business development current-media-releases.html
and prospects and the sustainability of management – Push link: www.phoenix-mecano.com/subscribe.html
and corporate policy.
Print media announcements are published in the Swiss
Relevant information about the Group’s business Official Gazette of Commerce (SOGC)
activities is provided in its annual reports, semi- as well as a number of major daily newspapers in
annual reports and media releases as well as German-speaking Switzerland.
at media and analysts’ conferences and the Share-
holders’ General Meeting.

Company representatives maintain regular contact


with the capital market as well as media representa-
tives, financial analysts and investors. This also includes
roadshows in Switzerland and abroad and one-on-one
meetings at the company’s headquarters.

The calendar of events and publications and the


contact details of the investor relations manager can

Auditing fees / Additional fees


2015 2014

in 1 000 EUR

Total auditing fees 710 700


Tax consultancy 579 444
Legal advice (mainly support with due diligence) 67 198
Miscellaneous 3 16
Total additional fees 649 658
Total 1359 1358
62   Remuneration report

REMUNERATION Remuneration principles and governance


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

REPORT – Transparency (simplicity, clarity)


– Business success (value creation, shareholder benefit)
– Adherence to market rates of executive pay
(benchmarking of similar companies, qualifications
This remuneration report contains information and experience)
about the principles, procedures for determin-
ing remuneration and components of remuner- At the 2015 ordinary Shareholders’ General Meeting,
ation of the Board of Directors and manage- the Shareholders’ General Meeting voted on
ment of Phoenix Mecano AG. It is also based Board of Directors and management remuneration.
on the Articles of Incorporation, the transpar- In addition, the following members of the Compensa-
ency requirements set out in the Swiss Code of tion Committee were re-elected: Beat Siegrist, Ulrich
Obligations (CO), the SIX Swiss Exchange Hocker, Dr Martin Furrer. President of the committee
Directive on Information relating to Corporate is Beat Siegrist.
Governance and the principles of the Swiss
Code of Best Practice for Corporate Governance The Compensation Committee meets as often as
drawn up by Economiesuisse. The disclosures required, but at least once a year. One meeting
required under Articles 13 – 16 of the Swiss of the Compensation Committee took place in 2015.
Ordinance against Excessive Remuneration in The tasks, powers, responsibilities and working meth-
Listed Companies Limited by Shares (ERCO) are ods of the Compensation Committee are described on
contained in a separate section at the end of pages 53 and 54 of the corporate governance report.
this remuneration report. The Compensation Committee can call in external
compensation specialists to offer neutral advice or
provide studies or data as a basis for comparison in
setting remuneration.

Procedures for determining remuneration


The composition and level of remuneration awarded
to the Board of Directors and management are based
on sector and labour market comparisons. The
Compensation Committee also consults comparative
figures and surveys of listed companies operating in
the same sector, with similar sales, headcounts and
geographical presence and with headquarters in
Switzerland.

The variable remuneration of management members is


based on business criteria. In this way, Phoenix
Mecano ensures that management bonuses are
conditional upon the creation of added value for
shareholders. The reference indicators for this are the
Group’s result of the period and equity for
the past financial year. Special or one-off items are
taken into account, as they also impact on sharehold-
ers. In the interests of transparency, leverage effects
and complex derivative structures are excluded from
the outset.
Remuneration report   63   

As the Group’s senior supervisory body, the Board is set in advance, taking into account the member’s
of Directors (except for the Delegate, who is a areas of responsibility.
member of the management) receives only a fixed
remuneration in cash, so that it can exercise its No shares were allocated and no options were
supervisory and overall guidance function free from organised in the reporting year. There are no share-
conflicts of interest with the management. The holding programmes for members of the Board
Delegate of the Board of Directors also receives a of Directors or management under which shares or
fixed remuneration for his services on the Board as options could be issued.
well as a fixed and variable remuneration for his
services as CEO and a member of the management. Social security and fringe benefits
The Phoenix Mecano Group operates a pension plan
Structure of remuneration in Switzerland with a BVG-Sammelstiftung (collective
The Board of Directors is remunerated in cash for all foundation providing basic insurance as well as
of its duties, including ordinary and any extraordi- supplementary insurance for senior managers). This is
nary meetings, committee activities and other fully reinsured by an insurance company. Members of
extraordinary activities. Expenses are not reim- the management are affiliated to this pension plan.
bursed separately. Only in the case of cross-border Pension payments are based on retirement savings,
travel are the actual costs reimbursed. to which annual retirement credits and interest are
added. When an employee with basic insurance
The management of Phoenix Mecano consists of retires, they can choose between a lifetime annuity
three members: the CEO (Delegate of the Board of or a lump-sum payment; the managerial insurance
Directors), COO and CFO. All three hold responsible takes the form of a lump-sum payment. The annuity
positions with an overall management role. is calculated by multiplying the retirement savings
Remuneration for all members therefore follows the by the current conversion rate. In addition to
same model, based on a simple but effective retirement benefits, pension benefits also include
formula. disability and partner’s pensions.

Each member of the management receives a fixed The Phoenix Mecano Group has also taken out
remuneration in cash, taking into account their group accident insurance for death and disability as
qualifications, experience and area of responsibility, well as daily sickness benefits insurance for
at prevailing market conditions (see also under members of the management.
Procedures for determining remuneration).
Management members receive lump-sum expenses in
In addition, each member receives a variable remu- accordance with the expense regulations approved
neration component (bonus). To determine this by the relevant tax authorities. If they wish, members of
component, a minimum profit margin of 3% of the management are given a company car for business
equity, calculated in relation to the Phoenix Mecano and private use.
Group’s balance-sheet equity, is first set aside. This
is not taken into account in determining the bonus. The compensation awarded to members of the Board
Bonuses can only be paid if the result of the period, of Directors is subject to the usual social security
as recorded in the Phoenix Mecano Group’s con- contributions. With the exception of the Delegate of the
solidated financial statements, exceeds this Board of Directors, members of the Board of Directors
minimum amount of 3% of equity (for shareholders). do not participate in the Phoenix Mecano pension plan.
No bonus is paid in the event of losses. All manage-
ment members receive their bonus as a percentage
of the result of the period less the aforementioned
minimum rate of return. The bonus is limited to
a maximum of twice the fixed salary. The percent-
age received by individual management members
64   Remuneration report

Additional fees approval period in question. The Shareholders’


In principle, no fees or other allowances for General Meeting shall not vote on the additional
additional services to Phoenix Mecano AG or any of amount appropriated.
its Group companies are awarded to members of
the Board of Directors and management or persons In addition to the approval pursuant to paragraph 1,
related to them. Exceptions must be approved by the Shareholders’ General Meeting may, each year,
the Shareholders’ General Meeting. with binding effect, separately approve, based on a
proposal by the Board of Directors, an increase in
Contractual terms and conditions the approved maximum total amounts for remuner-
The employment contracts of management members ation of the Board of Directors, the management
provide for a maximum notice period of 12 months. and any advisory board for the approval period
ongoing at the time of the relevant Shareholders’
Severance pay General Meeting and / or for the preceding approval
There is no contractual provision for severance pay for period. The Board of Directors shall be entitled to
members of the Board of Directors or management. pay all kinds of authorised remuneration using the
approved maximum total amounts and / or the
Rules laid down in the Articles of Incorporation additional amounts.
The Articles of Incorporation include the following
rules concerning the vote on Board of Directors and In addition, the Board of Directors may give the
management remuneration, the determination of Shareholders’ General Meeting the opportunity to
performance-related pay and the allocation of equity hold an advisory vote on the remuneration report for
securities, convertible rights and options, as well as the financial year preceding the Shareholders’ Gen-
concerning loans, credit facilities and post-employ- eral Meeting in question.
ment benefits for members of the Board of Directors
and management (extract from the Articles of If the Shareholders’ General Meeting refuses to
Incorporation of Phoenix Mecano AG, version dated approve a maximum total amount for the members of
23 May 2014): the Board of Directors, the management or any
advisory board, the Board of Directors may submit
Article 13 new proposals at the same Shareholders’ General
Each year the Shareholders’ General Meeting shall, Meeting. If the Board of Directors does not submit
with binding effect, separately approve, based on a new proposals or if the new proposals are also
proposal by the Board of Directors, the maximum rejected, the Board of Directors may convene another
total amounts of the remuneration of the Board of Shareholders’ General Meeting at any time, subject to
Directors, the management (including any Delegate) legal requirements and the Articles of Incorporation.
and any advisory board, for the next financial year
commencing after the ordinary Shareholders’ General Article 20
Meeting (the “approval period”). The maximum total The company may pay executive members of the
amounts approved by the Shareholders’ General Board of Directors and the members of the manage-
Meeting may be paid by the company and / or by one ment performance-related remuneration. The amount
or more Group companies. of this remuneration shall be based on the qualitative
and quantitative targets and parameters set by the
If an approved maximum total amount for remunera- Board of Directors, in particular the overall success of
tion of the management is insufficient to compensate the Group. The performance-related remuneration
any members appointed after the resolution of the may be paid in cash or through the allocation of equity
Shareholders’ General Meeting up to the commence- securities, conversion or option rights or other rights
ment of the next approval period, the company shall to equity securities. The Board of Directors shall
have at its disposal an additional amount per person specify detailed rules for the performance-related
of up to 50% of the previously approved maximum remuneration of members of the Board of Directors,
total remuneration of the management for the the management and any advisory board. Non-
65   
Remuneration report  

executive members of the Board of Directors shall


receive a fixed remuneration only.

The company may allocate equity securities, conver-


sion or option rights or other rights to equity securities
to members of the Board of Directors, the manage-
ment and any advisory board as part of their remuner-
ation. If equity securities, conversion or option rights
or other rights to equity securities are allocated, the
amount of the remuneration shall correspond to the
value of the allocated securities and / or rights at the
time of the allocation according to generally accepted
valuation methods. The Board of Directors may
stipulate a lock-up period for retaining the securities
and / or rights and determine when and to what extent
the beneficiaries acquire permanent entitlement and
under what conditions any lock-up periods lapse and
the beneficiaries immediately acquire permanent
entitlement (e.g. in the event of a change of control,
substantial restructuring or certain types of employ-
ment contract termination). The Board of Directors
shall specify detailed rules.

Article 21
Loans and credit to members of the Board of
Directors, the management and any advisory board
may not as a rule exceed 100% of the annual
remuneration of the individual in question.

Loans to corporate officers


Phoenix Mecano AG and its Group companies have
not granted any securities, loans or credits to current
or former members of the management and Board of
Directors or persons related to them.
66   Remuneration report

Remuneration for financial years 2015 and 2014 pursuant to ERCO


The following remuneration was awarded for financial year 2015:

Position Fixed Variable Social Total


remuneration remuneration security and remuneration
pension

2015
in 1 000 CHF

Chairman of the
Ulrich Hocker Board of Directors 261 20 281
Delegate of the
Benedikt A. Goldkamp Board of Directors 64 5 69
Dr Florian Ernst Board member 64 5 69
Dr Martin Furrer Board member 64 5 69
Beat Siegrist Board member 64 5 69
Remuneration of the Board of Directors 517 0 40 557
Remuneration of the management 1 602 0 315 1 917
Remuneration of the Board of
Directors and of the management 2 119 0 356 2 475
Highest individual management salary:
Benedikt A. Goldkamp CEO 726 0 142 868

The following remuneration was awarded for financial year 2014:

Position Fixed Variable Social Total


remuneration remuneration security and remuneration
pension
2014
in 1 000 CHF

Chairman of the
Ulrich Hocker Board of Directors 261 20 281
Delegate of the
Benedikt A. Goldkamp Board of Directors 64 11 75
Dr Florian Ernst Board member 64 5 69
Dr Martin Furrer Board member 64 5 69
Beat Siegrist Board member 64 5 69
Remuneration of the Board of Directors 517 0 46 563
Remuneration of the management 1 600 446 328 2 374
Remuneration of the Board of
Directors and of the management 2 117 446 374 2 937
Highest individual management salary:
Benedikt A. Goldkamp CEO 726 248 145 1 119

The Phoenix Mecano Group’s consolidated statement In financial year 2015, legal fees of CHF 8 150
of income for 2015 includes no compensation for were paid to law firm Baker & McKenzie Zurich,
former members of the Group’s bodies who left in in which Dr Martin Furrer is a partner.
the preceding period or before.
Remuneration report   67   

REPORT OF THE STATUTORY AUDITOR TO THE GENERAL MEETING OF


SHAREHOLDERS OF PHOENIX MECANO AG, STEIN AM RHEIN

We have audited the remuneration report dated 23 March 2016 of Phoenix Mecano AG for the year ended
31 December 2015. The audit was limited to the information according to articles 14 – 16 of the Ordinance
against Excessive compensation in Stock Exchange Listed Companies contained on page 66 (table) of the
Annual Report.

Responsibility of the Board of Directors


The Board of Directors is responsible for the preparation and overall fair presentation of the remuneration report
in accordance with Swiss law and the Ordinance against Excessive compensation in Stock Exchange Listed
Companies (Ordinance). The Board of Directors is also responsible for designing the remuneration system and
defining individual remuneration packages.

Auditor’s Responsibility
Our responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit
in accordance with Swiss Auditing Standards. Those standards require that we comply with ethical require-
ments and plan and perform the audit to obtain reasonable assurance about whether the remuneration report
complies with Swiss law and articles 14 – 16 of the Ordinance.

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

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

Opinion
In our opinion, the remuneration report for the year ended 31 December 2015 of Phoenix Mecano AG complies
with Swiss law and articles 14 – 16 of the Ordinance.

Zurich, 23 March 2016

Kurt Stocker Thomas Lehner


Licensed Audit Expert Licensed Audit Expert
Auditor in Charge

KPMG AG
68  Group operational structure

GROUP OPERATIONAL STRUCTURE


FINANCE AND SERVICE ENCLOSURES MECHANICAL COMPONENTS ELCOM / EMS
COMPANIES

SWITZERLAND Dr H. W. Rixen M. Kleinle Dr R. Kobler


Phoenix Mecano
Management AG GERMANY GERMANY GERMANY
CH-8302 Kloten Bopla Gehäuse Systeme GmbH DewertOkin GmbH ATON Lichttechnik GmbH
Managing directors: D-32257 Bünde D-32278 Kirchlengern D-99848 Wutha-Farnroda
B. A. Goldkamp, Dr R. Kobler, Managing director: Managing director: Managing director:
R. Schäffeler R. Bokämper Dr J. Gross R. Bormet

Phoenix Mecano Trading AG Kundisch GmbH + Co. KG RK Rose+Krieger GmbH Hartmann Codier GmbH
CH-8260 Stein am Rhein D-78056 Villingen-Schwenningen D-32423 Minden D-91083 Baiersdorf
Managing director: Managing director: Managing director: Managing directors:
Dr J. Metzger M. Brouwer H. Hoffmann B. A. Goldkamp, P. Scherer

BRAZIL Rose Systemtechnik GmbH Hartmann Electronic GmbH


Phoenix Mecano Holding Ltda. D-32457 Porta Westfalica D-70499 Stuttgart (Weilimdorf)
CEP 06460-110 Barueri - SP Managing director: Managing directors:
Managing director: Dr H. W. Rixen Dr G. Zahnenbenz, W. Fritz
D. Weber Phoenix Mecano Digital
SeKure Ident GmbH
GERMANY D-82234 Wessling Elektronik GmbH
IFINA Beteiligungsgesellschaft mbH Managing director: D-99848 Wutha-Farnroda
D-32457 Porta Westfalica J. Hartmann Managing director:
Managing directors: R. Bormet
B. A. Goldkamp, M. Sochor, Phoenix Mecano Power Quality
M. Kleinle GmbH + Co. KG
HUNGARY D-61279 Grävenwiesbach
Phoenix Mecano Kecskemét Managing directors:
Research and Development Kft. K. H. Goos, F. Kauert, E. Sorg
H-6000 Kecskemét Platthaus GmbH
Managing director: Elektrotechnische Fabrik
Dr Z. Nagy D-52477 Alsdorf
THE NETHERLANDS Managing directors:
PM International B.V. K. H. Goos, O. Huppertz
NL-7005 AG Doetinchem Plein & Baus GmbH
Managing directors: D-51399 Burscheid
G. H. B. Hartman, B. A. Goldkamp, Managing directors:
R. Schäffeler A. Köster, Dr G. Zahnenbenz
UNITED KINGDOM PTR Messtechnik GmbH + Co. KG
Integrated Furniture D-59368 Werne
Technologies Ltd. Managing directors:
GB-Cheltenham GL50 1PY B. A. Goldkamp, P. Scherer
Managing directors:
D. Robertson, M. Kleinle, Dr J. Gross

Phoenix Mecano Finance Ltd.


St. Helier, Jersey
GB-Channel Islands JE2 3NP
Managing director:
H. Durell
Group operational structure    69   

GROUP HEADQUARTERS, SWITZERLAND – Phoenix Mecano AG,


Hofwisenstrasse 6, CH-8260 Stein am Rhein, www.phoenix-mecano.com

PRODUCTION AND SALES


COMPANIES

AUSTRALIA INDIA Okin Refined Electric TUNISIA


Phoenix Mecano Phoenix Mecano (India) Pvt. Ltd. Technology Co., Ltd. Phoenix Mecano
Australia Pty Ltd. Pune 412115 314024 Jiaxing Digital Tunisie S.à.r.l.
Tullamarine, VIC 3043 Managing director: Managing director: TN-2084 Borj Cedria
Managing directors: S. Shukla S. Li Managing director:
S. J. Gleeson, T. Thuess R. Bormet
ITALY I2 Mechanical and
AUSTRIA Phoenix Mecano S.r.l. Electrical Co., Ltd. Phoenix Mecano
AVS Phoenix Mecano GmbH I-20065 Inzago (Milano) 314024 Jiaxing ELCOM S.à.r.l.
A-1230 Wien Managing director: Managing director: TN-1111 Bouhejba-Zaghouan
Managing director: E. Giorgione J. Tang Managing director:
R. Kleinrath C. Fitouri
KOREA (SOUTH KOREA) Phoenix Mecano Components
BELGIUM Phoenix Mecano Korea Co., Ltd. (Taicang) Co., Ltd. Phoenix Mecano Hartu S.à.r.l.
PM Komponenten N.V. Busan 614-867 215413 Taicang, TN-2013 Ben Arous
B-9800 Deinze Managing director: Jiangsu Province Managing directors:
Managing director: T. J. Ou Managing director: K. H. Goos
M. Lutin K. W. Phoon
MOROCCO TURKEY
BRAZIL Phoenix Mecano Maroc S.à.r.l. Phoenix Mecano Hong Kong Ltd. Phoenix Mecano Mazaka
Phoenix Mecano Comercial MA-93000 Tétouan Hong Kong Endüstriyel Ürünler
e Técnica Ltda. Managing directors: Managing directors: San ve Tic AŞ
06460-110 Barueri – SP K. H. Goos M. Kleinle, R. Schäffeler, TR-06374 Yenimahalle / 
Managing director: P. Scherer Ankara
D. Weber THE NETHERLANDS Managing director:
PM Komponenten B.V. Shenzhen ELCOM Co., Ltd. B. Cihangiroglu
DENMARK NL-7005 AG Doetinchem Shenzhen
Phoenix Mecano ApS Managing directors: Managing director: UNITED ARAB EMIRATES
DK-5220 Odense SØ E.R. de Veen, G. H. B. Hartman P. Scherer Rose Systemtechnik
Managing director: Middle East (FZE)
R. Davidsen PM Special Measuring ROMANIA Sharjah – U.A.E.
Systems B.V. Phoenix Mecano Plastic S.r.l. Managing director:
FRANCE NL-7532 SN Enschede RO-550052 Sibiu H. Felsmann
Phoenix Mecano S.à.r.l. Managing director: Managing director:
F-94120 Fontenay-sous-Bois, R. Lachminarainsingh C. Marinescu UNITED KINGDOM
Cedex Phoenix Mecano Ltd.
Managing director: Wijdeven Inductive SINGAPORE GB-Aylesbury HP19 8RY
M. Lutin Solutions B.V. Phoenix Mecano S.E. Asia Pte Ltd. Managing director:
NL-9561 AL Ter Apel Singapore 408863 R. Bokämper
GERMANY Managing director: Managing director:
RK System & Lineartechnik GmbH J.W. Renooij T. J. Ou USA
D-88682 Salem-Neufrach Okin America Inc.
Managing director: PEOPLE’S REPUBLIC SPAIN Shannon, MS 38868
M. Pelz OF CHINA Sistemas Phoenix Mecano Managing director:
Bond Tact Hardware España S.A. P. Brown
RK Schmidt Systemtechnik GmbH (Dongguan) Co., Ltd. E-50011 Zaragoza
D-66606 St. Wendel Dongguan, Guangdong Managing director: Phoenix Mecano Inc.
Managing director: Managing director: S. Hutchinson Frederick, MD 21704
J. U. Schmidt E. Lam Managing director:
SWEDEN P. Brown
HUNGARY Bond Tact Industrial Ltd. Phoenix Mecano AB
Phoenix Mecano Kecskemét Kft. Hong Kong SE-360 44 Ingelstad Orion Technologies, LLC
H-6000 Kecskemét Managing director: Managing director: Orlando, FL 32826
Managing directors: E. Lam P. Nilsson Managing director:
Dr Z. Nagy, Ch. Porde, M. Schade N. Pandya
Mecano Components SWITZERLAND
(Shanghai) Co., Ltd. Phoenix Mecano Komponenten AG WIENER, Plein & Baus Corp.
201802 Shanghai CH-8260 Stein am Rhein Springfield, OH 45505
Managing director: Managing directors: Managing director:
K. W. Phoon M. Jahn, W. Schmid Dr A. Ruben
70  Phoenix Mecano Group  Consolidated financial statements 2015

CONTENTS 71 Phoenix Mecano Group


Consolidated financial statements 2015
72  Consolidated balance sheet
74  Consolidated statement of income
75  Consolidated statement of
comprehensive income
76  Consolidated statement of cash flow
78  Consolidated statement of changes in equity
Un

82  Consolidated segment information


86  Principles of consolidation and valuation
ter

97  Notes to the consolidated


financial statements
tei

146  Report of the statutory auditor on the


lun

consolidated financial statements


148  Five-year overview
gv

149 Phoenix Mecano AG
Financial statements 2015
on

150  Balance sheet


152  Statement of income
Gr

153  Notes to the financial statements


up

162  Proposal for the appropriation of


pe

retained earnings
164  Report of the statutory auditor on
no

the financial statements


166 Addresses
ch
de
fin
ier
en
Consolidated financial statements 2015  Phoenix Mecano Group
    
  71   

PHOENIX MECANO GROUP 2015

CONSOLIDATED
FINANCIAL
STATEMENTS
72  Phoenix Mecano Group  Consolidated financial statements 2015

CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2015

2015 2014
in 1 000 EUR Note No.

Assets
NON-CURRENT ASSETS
Goodwill 3 14 527 20 809
Other intangible assets 4 23 487 28 211
Investment properties 5 268 940
Tangible assets 5 120 509 115 170
Investments in associated companies 6 4 303 1 282
Other financial assets 7 1 924 371
Deferred tax assets 21 5 312 4 565
Total non-current assets 170 330 171 348
CURRENT ASSETS
Inventories 8 122 838 117 844
Trade receivables 9 70 727 62 208
Derivative financial instruments 18 269 85
Income tax receivables 6 759 3 932
Other receivables 10 8 225 8 269
Current securities 11 4 144 4 711
Cash and cash equivalents 12 41 951 44 185
Deferred charges and prepaid expenses 1 477 1 425
Total current assets 256 390 242 659
Total assets 426 720 414 007
Consolidated financial statements 2015  Phoenix Mecano Group  73

2015 2014
in 1 000 EUR Note No.

Equity and liabilities


EQUITY
Share capital 13 594 594
Treasury shares 14 – 201 – 582
Retained earnings 250 299 258 725
Profits / losses from IAS 39 50 98
Translation differences 10 072 6 764
Equity attributable to shareholders of the parent company 260 814 265 599
Minority interest 15 1 812 1 871
Total equity 262 626 267 470
LIABILITIES
Liabilities from financial leasing 16 98 131
Long-term financial liabilities 17 28 732 24 098
Long-term provisions 19 4 831 3 977
Long-term pension obligations 20 13 613 11 798
Deferred tax liabilities 21 4 228 6 844
Long-term liabilities 51 502 46 848
Trade payables 22 32 160 28 704
Short-term financial liabilities 23 41 720 37 155
Derivative financial instruments 18 461 636
Short-term provisions 19 12 260 11 034
Short-term pension obligations 20 205 270
Income tax liabilities 2 712 2 554
Other liabilities 24 19 894 16 992
Deferred income 3 180 2 344
Short-term liabilities 112 592 99 689
Total liabilities 164 094 146 537
Total equity and liabilities 426 720 414 007
74  Phoenix Mecano Group  Consolidated financial statements 2015

CONSOLIDATED STATEMENT OF INCOME 2015

2015 2014

in 1 000 EUR Note No.

Sales revenue 32 554 462 500 349


Changes in inventories 195 – 1 036
Own work capitalised 1 727 1 597
Other operating income 33 3 983 3 509
Cost of materials 34 –  258 933 – 222 305
Personnel expenses 35 –  176 506 – 161 128
Amortisation of intangible assets 36 –  8 344 – 7 109
Depreciation on tangible assets 37 –  17 801 – 16 326
Impairment and reversal of impairment losses
on intangible and tangible assets 38 –  11 211 – 178
Other operating expenses 39 –  72 581 – 67 890
Result before interest and tax (operating result) 14 991 29 483
Result from associated companies 6 – 292 – 74
Financial income 40 4 580 3 832
Financial expenses 41 –  6 461 – 4 210
Financial result –  2 173 – 452
Result before tax 12 818 29 031
Income tax 42 –  6 133 – 9 043
Result of the period 6 685 19 988
of which
– Shareholders in the parent company 6 687 20 181
– Minority shareholders – 2 – 193
EARNINGS PER SHARE
Earnings per share – undiluted (in EUR) 43 6.96 21.04
Earnings per share – diluted (in EUR) 43 6.96 21.04
Consolidated financial statements 2015  Phoenix Mecano Group  75

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 2015

2015 2014

in 1 000 EUR Note No.

Result of the period 6 685 19 988


ITEMS THAT MAY BE RECLASSIFIED
SUBSEQUENTLY TO PROFIT OR LOSS
Fluctuations in fair value of financial assets – 48 77
Realised results of financial assets 0 17
Translation differences attributable to the parent company 3 308 6 719
Translation differences attributable to minority interest 0 102
Deferred tax 21 0 0
Total 3 260 6 915
ITEMS THAT MAY NOT BE RECLASSIFIED TO PROFIT OR LOSS
Revaluation of pension obligations 20 – 991 – 3 456
Deferred tax 21 75 724
Total – 916 – 2 732
Other comprehensive income (after tax) 2 344 4 183
Comprehensive income 9 029 24 171
of which
– Shareholders in the parent company 9 031 24 262
– Minority shareholders – 2 – 91
76  Phoenix Mecano Group  Consolidated financial statements 2015

CONSOLIDATED STATEMENT OF CASH FLOW 2015

2015 2014
in 1 000 EUR Note No.

Result of the period 6 685 19 988


Income tax 42 6 133 9 043
Result before tax 12 818 29 031
Amortisation of intangible assets 4 8 344 7 109
Depreciation on tangible assets 5 17 801 16 326
Losses / (gains) from the disposal of intangible and tangible assets 33, 39 86 – 5
Impairment of intangible and tangible assets 3, 4, 5 11 211 178
Losses and value adjustments on inventories 8 3 827 4 682
Result from associated companies 6 292 74
Other non-cash expenses / (income) 1 830 – 203
Increase / (decrease) in long-term provisions
and pension obligations 974 188
Net interest expense / (income) 40, 41 912 1 036
Interest paid – 1 188 – 1 135
Income tax paid – 12 481 – 10 646
Operating cash flow before changes in working capital 44 426 46 635
(Increase) / decrease in inventories – 5 557 – 8 464
(Increase) / decrease in trade receivables – 5 351 – 1 011
(Increase) / decrease in other receivables,
deferred charges and prepaid expenses 38 1 692
(Decrease) / increase in trade payables 1 385 8
(Decrease) / increase in short-term provisions
and pension obligations 3 174 – 1 000
(Decrease) / increase in other liabilities and deferred income 837 948
Cash flow from operating activities 38 952 38 808

Table continued on page 77


Consolidated financial statements 2015  Phoenix Mecano Group  77

2015 2014
in 1 000 EUR Note No.

CAPITAL EXPENDITURE
Intangible assets 4 – 3 223 – 2 401
Tangible assets 5 – 23 451 – 21 638
Financial assets – 5 819 – 1 046
Current securities – 219 – 9
Acquisition of Group companies 46 – 3 324 – 17 809
DISINVESTMENTS
Intangible assets 11 1
Tangible assets 5, 33, 39 1 325 667
Financial assets 83 14
Current securities 636 2 690
Interest received 621 617
Dividends received 6 75 100
Cash used in investing activities – 33 285 – 38 814
Dividends paid (including minority interest) – 14 300 – 12 289
Change in minority interests 178 819
Purchase of treasury shares – 201 – 140
Sale of treasury shares 450 672
Issue of financial liabilities 18 273 14 537
Repayment of financial liabilities – 13 370 – 21 235
Cash flow from financing activities – 8 970 – 17 636
Translation differences in cash and cash equivalents 1 069 1 418
Change in cash and cash equivalents – 2 234 – 16 224
Cash and cash equivalents as at 1 January 12 44 185 60 409
Cash and cash equivalents as at 31 December 12 41 951 44 185
Change in cash and cash equivalents – 2 234 – 16 224
78  Phoenix Mecano Group  Consolidated financial statements 2015

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 2014 AND 2015

Share capital Treasury Retained


shares earnings

in 1 000 EUR Note No.

Equity as at 31 December 2013 609 – 7 795 259 459


ITEMS THAT MAY BE RECLASSIFIED
SUBSEQUENTLY TO PROFIT OR LOSS
Fluctuations in fair value of financial assets
Realised results of financial assets
Translation differences
ITEMS THAT MAY NOT BE RECLASSIFIED
TO PROFIT OR LOSS
Revaluation of pension obligations – 3 456
Deferred tax 724
Total other comprehensive income (after tax) 0 0 – 2 732
Result of the period 20 181
Total comprehensive income 0 0 17 449
Change in minority interest 263
Capital reduction 14 – 15 6 733 – 6 718
Change in treasury shares 14 480 52
Dividends paid – 11 780
Total equity transactions with owners – 15 7 213 – 18 183
Equity as at 31 December 2014 594 – 582 258 725

Table continued on pages 80 / 81


Consolidated financial statements 2015  Phoenix Mecano Group  79

Profits / (losses) Translation Equity Minority Total


financial differences attributable to interest equity
assets shareholders
from IAS 39 of the parent
company

4 45 252 322 1 915 254 237

77 77 77
17 17 17
6 719 6 719 102 6 821

– 3 456 – 3 456
724 724
94 6 719 4 081 102 4 183
20 181 – 193 19 988
94 6 719 24 262 – 91 24 171
263 556 819
0 0
532 532
– 11 780 – 509 – 12 289
0 0 – 10 985 47 – 10 938
98 6 764 265 599 1 871 267 470
80  Phoenix Mecano Group  Consolidated financial statements 2015

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 2014 AND 2015

Share capital Treasury Retained


shares earnings

in 1 000 EUR Note No.

Equity as at 31 December 2014 594 – 582 258 725


ITEMS THAT MAY BE RECLASSIFIED
SUBSEQUENTLY TO PROFIT OR LOSS
Fluctuations in fair value of financial assets
Translation differences
ITEMS THAT MAY NOT BE RECLASSIFIED
TO PROFIT OR LOSS
Revaluation of pension obligations – 991
Deferred tax 75
Total other comprehensive income (after tax) 0 0 – 916
Result of the period 6 687
Total comprehensive income 0 0 5 771
Change in minority interest – 124
Change in treasury shares 14 381 – 132
Dividends paid – 13 941
Total equity transactions with owners 0 381 – 14 197
Equity as at 31 December 2015 594 – 201 250 299

Table continued from pages 78 / 79


Consolidated financial statements 2015  Phoenix Mecano Group  81

Profits / (losses) Translation Equity Minority Total


financial differences attributable to interest equity
assets shareholders
from IAS 39 of the parent
company

98 6 764 265 599 1 871 267 470

– 48 – 48 – 48


3 308 3 308 3 308

– 991 – 991
75 75
– 48 3 308 2 344 0 2 344
6 687 – 2 6 685
– 48 3 308 9 031 – 2 9 029
– 124 302 178
249 249
– 13 941 – 359 – 14 300
0 0 – 13 816 – 57 – 13 873
50 10 072 260 814 1 812 262 626
82  Phoenix Mecano Group  Consolidated financial statements 2015

CONSOLIDATED SEGMENT INFORMATION 2015

By division Enclosures Mechanical Components w

2015 2014 2015 2014


in 1 000 EUR

Gross sales to third parties 169 580 164 932 274 365 235 119


Gross sales between divisions 137 155 107 53
Revenue reductions
Sales revenue
Impairment of intangible and tangible assets – 55 0 – 13 – 178
Amortisation of intangible assets and
depreciation on tangible assets – 6 120 – 5 959 – 9 830 – 8 891
Result before interest and tax (operating result) 16 994 22 093 22 217 15 336
Financial result
Result before tax
Income tax
Result of the period
Purchases of intangible and tangible assets 7 532 6 174 11 206 8 957
Segment assets 89 073 82 708 172 532 158 528
Cash and cash equivalents
Other assets
Total assets 89 073 82 708 172 532 158 528
Segment liabilities 24 453 21 119 39 799 33 723
Interest-bearing liabilities
Other liabilities
Total liabilities 24 453 21 119 39 799 33 723
Net assets 64 620 61 589 132 733 124 805

* Included under Reconciliation are individual business areas and central management and
financial functions that cannot be allocated to the divisions.
Consolidated financial statements 2015  Phoenix Mecano Group   83

ELCOM / EMS Total segments Reconciliation* Total Group

2015 2014 2015 2014 2015 2014 2015 2014

115 861 105 570 559 806 505 621 0 0 559 806 505 621


4 269 3 859 4 513 4 067 – 4 513 – 4 067 0 0
– 5 344 – 5 272
554 462 500 349
– 11 143 0 – 11 211 – 178 0 0 – 11 211 – 178

– 9 424 – 8 018 – 25 374 – 22 868 – 771 – 567 – 26 145 – 23 435


– 21 665 – 5 340 17 546 32 089 – 2 555 – 2 606 14 991 29 483
– 2 173 – 452
12 818 29 031
– 6 133 – 9 043
6 685 19 988
6 869 7 929 25 607 23 060 1 067 979 26 674 24 039
93 658 107 005 355 263 348 241 4 129 4 547 359 392 352 788
41 951 44 185 41 951 44 185
25 377 17 034 25 377 17 034
93 658 107 005 355 263 348 241 71 457 65 766 426 720 414 007
14 505 13 914 78 757 68 756 7 353 6 329 86 110 75 085
70 550 61 384 70 550 61 384
7 434 10 068 7 434 10 068
14 505 13 914 78 757 68 756 85 337 77 781 164 094 146 537
79 153 93 091 276 506 279 485 – 13 880 – 12 015 262 626 267 470
84  Phoenix Mecano Group  Consolidated financial statements 2015

CONSOLIDATED SEGMENT INFORMATION 2015

Sales revenue 2015 2014


in 1 000 EUR

BY REGION
Switzerland 22 664 23 559
Germany 195 578 187 561
UK 15 069 14 217
France 22 069 21 876
Italy 15 171 16 271
The Netherlands 16 079 13 481
Rest of Europe 78 244 76 650
North and South America 65 958 53 846
Middle and Far East 128 974 98 160
Gross sales 559 806 505 621
Revenue reductions – 5 344 – 5 272
Sales revenue 554 462 500 349
BY PRODUCT GROUP
Industrial enclosures 151 849 146 797
Input systems 17 731 18 135
Enclosures 169 580 164 932
Industrial assembly systems 40 702 37 564
Linear adjustment and positioning systems 233 663 197 555
Mechanical Components 274 365 235 119
Electro-mechanical Components 49 982 49 972
Power Quality 28 003 22 003
Electronic Packaging 37 876 33 595
ELCOM / EMS 115 861 105 570
Gross sales 559 806 505 621
Revenue reductions – 5 344 – 5 272
Sales revenue 554 462 500 349
Consolidated financial statements 2015  Phoenix Mecano Group  85

Long-term assets (tangible assets, intangible assets and 2015 2014


investments in associated companies)
in 1 000 EUR

BY REGION
Switzerland 7 880 7 127
Germany 47 397 53 490
UK 4 200 4 717
France 368 438
Italy 1 278 1 360
The Netherlands 9 815 15 977
Rest of Europe 39 657 36 163
North and South America 5 652 5 377
Middle and Far East 46 847 41 763
Total 163 094 166 412
86  Phoenix Mecano Group  Consolidated financial statements 2015

PRINCIPLES OF CONSOLIDATION AND VALUATION

Accounting principles
Phoenix Mecano AG with its subsidiaries (the Phoenix Mecano Group) operates worldwide as a manufacturer and
seller of components for industrial customers in the electronics, electrical and mechanical engineering segments
as well as of electric drives and control systems for adjustable ergonomic and healthcare furniture and hospital and
healthcare beds. It is a leader in many of its markets. The Group’s main activities are presented under Segment In-
formation. Phoenix Mecano AG has its head office in Stein am Rhein, Switzerland, and has been listed on SIX Swiss
Exchange since 1988. Its address is Hofwisenstrasse 6, CH-8260 Stein am Rhein.

The consolidated financial statements of Phoenix Mecano AG were drawn up in accordance with International Fi-
nancial Reporting Standards (IFRS) and comply with Swiss law.

Where subsidiaries have a financial year that differs from the period under consideration, interim statements are
drawn up and audited. Thus the consolidated financial statements are based upon audited annual or interim finan-
cial statements as at 31 December 2015, which in turn are based on the standard accounting, valuation and or-
ganisation criteria that are applied uniformly throughout the Group.

The consolidated financial statements were drawn up in accordance with the principle of historical acquisition and
manufacturing cost. As an exception to this, financial assets held for sale, investments < 20%, receivables and
liabilities from derivative financial instruments, liabilities hedged by fair value hedges and contingent purchase price
payments from acquisitions (receivables and liabilities) are measured at fair value. In addition, assets held for sale
(intangible assets, tangible assets) are measured at fair value less costs to sell, provided that this value is lower than
the book value. The consolidated statement of income was drawn up using the total cost method.

Application of new accounting standards


The following amendments to IFRS / IAS standards were applied for the first time from 1 January 2015:
– Amendments to IAS 19
– Annual Improvements to IFRS 2010 – 2012
– Annual Improvements to IFRS 2011 – 2013

The application of the revised IFRS / IAS standards had no impact on accounting, measurement and presentation or on
the scope of the notes to the financial statements.

The following new and revised standards and interpretations have been approved but will only enter into force at a
later date and as such have not been applied in these consolidated financial statements. Their impact on the Phoenix
Mecano consolidated financial statements has not yet been systematically analysed; consequently, the expected ef-
fects listed at the base of the table are an initial estimate only.
Consolidated financial statements 2015  Phoenix Mecano Group   87

NEW STANDARDS OR INTERPRETATIONS Entry into force Planned


implementation by
Phoenix Mecano
IFRS 15 Revenue from Contracts with Customers: IFRS 15 2 1 January 2018 Financial year 2018
states that revenue is recognised at the time (or over
the time) when control over goods or services is
passed from entity to customer, at the amount to
which the entity expects to be entitled.

IFRS 9 IFRS 9 – Financial Instruments replaces the current 2 1 January 2018 Financial year 2018
provisions of IAS 39 and contains revised guidance
on the classification and measurement of financial
assets and on hedge accounting. It also contains a
new model for calculating the impairment of
financial assets. The new standard reduces the
number of measurement categories for financial
assets. The new hedge accounting rules are intended
to ensure that risk management activities are
reflected more appropriately in the consolidated
financial statements. To this end, IFRS 9 increases the
scope of hedged items eligible for hedge accounting
and eases the effectiveness tests. Impairment is
now recognised on the basis of expected losses
rather than incurred losses.

REVISIONS AND AMENDMENTS OF STANDARDS AND INTERPRETATIONS

Amendments to IFRS 11 Accounting for Acquisitions of 1 1 January 2016 Financial year 2016
Interests in Joint Operations

Amendments to IAS Clarification of Acceptable Methods of 1 1 January 2016 Financial year 2016
16 and IAS 38 Depreciation and Amortisation

Amendments to IFRS Sale or Contribution of Assets between an 2 To be To be


10 and IAS 28 Investor and its Associate or Joint Venture determined determined

Annual Improvements to 1 1 January 2016 Financial year 2016


IFRS 2012 – 2014 Cycle

Amendments to IAS 1 Disclosure Initiative 1 1 January 2016 Financial year 2016

1  No or negligible impact expected on Phoenix Mecano’s consolidated financial statements.


2  Impact on Phoenix Mecano’s consolidated financial statements is being examined in detail and cannot yet be
determined with sufficient certainty.

Scope of consolidation
The consolidated financial statements cover all companies over which Phoenix Mecano AG exercises direct or indirect
control. Control over a company exists if Phoenix Mecano AG is exposed or has rights to variable returns from its in-
volvement with the company and has the ability to affect those returns through its power over the company. The con-
solidated Group companies are combined using the full consolidation method. 100% of all assets and liabilities, as well
as income and expenditure, are included in the consolidated financial statements, with the exception of items that are
eliminated during consolidation. Minority interests in equity are posted separately as a sub-item under equity. The mi-
nority share in the income is shown separately in the consolidated statement of income as a part of the result of the
88  Phoenix Mecano Group  Consolidated financial statements 2015

period. Newly acquired participating interests are included in the consolidated financial statements from the date on
which control was acquired, while companies disposed of during the reporting year are excluded from the date on
which control was relinquished.

Associated companies
Investments in associated companies, in which Phoenix Mecano has a voting share of between 20 and 50% or ex-
erts a significant influence in some other way, as with joint ventures (50% interests, which Phoenix Mecano con-
trols jointly with partners), are included in the consolidated financial statements in accordance with the equity
method. Under the equity method, the fair value of the proportionate net assets at the acquisition date is calcu-
lated and recognised together with any goodwill under Investments in associated companies. In the subsequent
reporting periods, this value is adjusted by the share of the Phoenix Mecano Group in the additional equity and re-
sult generated as well as by any dividends.

Capital consolidation
Capital consolidation at the acquisition date is based on the acquisition method. The purchase price for a company ac-
quisition is determined based on the total of the fair value of the assets given, the liabilities incurred or assumed and
the equity instruments issued by the Phoenix Mecano Group. Transaction costs associated with a company acquisition
are recognised as income / expense. The goodwill arising from a company acquisition is recognised as an asset. It cor-
responds to the surplus of the total of the purchase price, the contribution of minority interests in the company being
taken over and the market value of the previously held equity interest above the balance of assets, liabilities and con-
tingent liabilities at fair value. For the measurement of minority interests, there is a choice with each transaction. They
can be measured either at the market value or based on the minority share in the fair value of the net assets taken over.
In the event of a negative difference, the remaining surplus is reported directly as income / expense following a further
measurement of the fair value of the net assets taken over. Subsequent adjustments to the accounting of acquisitions
are reported as an adjustment to goodwill if they are based on more accurate information about the fair value at the
acquisition date and provided they occur within the measurement period, i.e. a period of 12 months.

If the Phoenix Mecano Group offers a seller a put option on the remaining minority interest at the time of acquisition,
resulting in a de facto obligation to buy, this option is recognised as a residual purchase price liability and measured at
fair value. Accordingly, no minority interest is reported in the consolidated financial statements. A contingent purchase
price payment is measured at fair value at the acquisition date and recorded as a residual purchase price liability. Sub-
sequent adjustments to such residual purchase price liabilities are recognised as income / expense.

Currency conversion
Owing to the great importance of the euro to the Group – a substantial proportion of Phoenix Mecano’s sales are
made in euro and most of its major subsidiaries are located in the euro area – the consolidated financial statements
are presented in euro.

The items contained in a Group company’s annual accounts are valued on the basis of the currency of the primary eco-
nomic environment in which the company operates (functional currency). Foreign currency transactions are converted
into the functional currency at the exchange rates prevailing at the time of the transaction. Gains and losses resulting
from the transactions themselves and from the conversion of monetary assets and liabilities in foreign currencies at
the relevant closing rate are reported in the statement of income.

The results and balance sheet items of all Group companies with a functional currency other than the reporting cur-
rency, euro, are converted to euro. The assets and liabilities are converted at the closing rate for each balance sheet
date, income and expenses at the average exchange rate for each statement of income. Any resulting translation
Consolidated financial statements 2015  Phoenix Mecano Group  89

differences and any translation differences on long-term loans which are considered to be similar in nature to equity
are posted in equity as separate item. The statement of cash flow is converted at the average exchange rate.

Intercompany profits
Intercompany profits on inventories and non-current assets arising from trading between companies within the Group
are eliminated so as not to affect income. Unrealised losses on transactions within the Group are also eliminated, un-
less the transaction indicates an impairment of the transferred asset.

Segment information
The segment information is presented in accordance with internal reporting and follows the management approach.

The Phoenix Mecano Group is divided into three divisions (operating segments). An operating segment is a component
of a company which engages in business activities from which it may earn revenues and incur expenses. Its operating
results are reviewed regularly by the chief operating decision maker (CODM) in order to make decisions about resources
to be allocated to the segment and assess its performance. Discrete financial information is available for the segment.
The Group’s three divisions are:

–  Enclosures (enclosures made of aluminium, plastic and glass-fibre reinforced polyester, machine control boards and
suspension systems for protecting electronics in an array of industrial applications, including explosion-proof enclo-
sures as well as membrane keyboards and touch systems)

–  Mechanical Components (aluminium profiles, pipe connection systems, conveyor components, linear units, electric
cylinders, lifting columns as well as linear drives and drive systems including fittings technology for industry and elec-
trically adjustable furniture for the home and hospital care sector)

–  E
 LCOM / EMS (switches, plug connectors, inductive components, transformers, instrument transformers, backplanes,
power supply systems, LED lights as well as circuit board equipment and the development of customised electronic
applications right down to complete subsystems)

These form the basis for the segment reporting. In addition, central management and financial functions are included
under “Reconciliation”. Also recorded under Reconciliation are asset and liability items that are not allocated to the di-
visions (cash and cash equivalents, other assets and financial and other liabilities).

The gross sales of the individual divisions with third parties / associated companies and between the divisions are recog-
nised in accordance with the management approach. Gross sales between individual divisions are invoiced on arms-
length terms. They are reconciled to sales revenue (net sales) as recognised in the statement of income.
90  Phoenix Mecano Group  Consolidated financial statements 2015

The result is allocated to the individual divisions to the level of the result before interest and tax. Segment assets
include intangible assets, tangible assets, inventories, trade receivables, other receivables (excluding financial and
interest receivables) and deferred charges and prepaid expenses of the respective business division. Operating li-
abilities include provisions, pension obligations, trade payables, other liabilities (excluding interest liabilities) and
deferred income per business division. The remaining asset and liability items are recorded under Reconciliation.
Measurement in the segment information is based on the same accounting principles as used in the IFRS consol-
idated financial statements, except for the presentation of sales.

Goodwill
Goodwill (see above under Capital consolidation) is tested for impairment annually and, if there are any indications
of a reduction in value, it is also tested during the period. Any resulting impairment losses are recognised in income.
No reversal of impairment losses is performed.

Other intangible assets


Capitalised development costs Development costs for new products, which satisfy the criteria for capitalisation
specified by IAS 38 (in particular there must be the prospect of a net income), are capitalised at acquisition or man-
ufacturing cost and written off over the respective useful life, which must not exceed five years. Otherwise, re-
search and development costs are debited directly to the statement of income.

Concessions, licences, similar rights and assets These other intangible assets are measured at acquisition cost
less accumulated depreciation and, where appropriate, additional impairment losses. The depreciation rates are
determined on a straight-line basis over the estimated useful life of the asset, which must not exceed 10 years, in
accordance with standard Group practice. Financing costs on eligible assets are capitalised.

Phoenix Mecano possesses no other intangible assets with an indeterminate useful life.

Investment properties
Investment properties are held to earn rentals and for capital appreciation. They are measured at cost less depre-
ciation and impairment. Investment properties are depreciated on a straight-line basis over 35 years (outside fa-
cilities and building installations over 10 to 15 years). In accordance with IAS 40, the fair value is shown in the
notes for comparison. It is ascertained based on internal calculations of the income value or an estimate of the
market value.

Tangible assets
Tangible assets are stated in the balance sheet at the acquisition or manufacturing cost, less accumulated depreci-
ation and where appropriate less additional impairment losses. The straight-line method of depreciation is applied
over the depreciation periods specified in the useful life categories used by the whole Group. Where components
of larger assets have different useful lives, these are depreciated as separate items. Financing costs on eligible as-
sets are capitalised.

Follow-on investments are only capitalised if the Group is likely to derive future economic benefit as a result and
if the costs can be reliably determined.
Consolidated financial statements 2015  Phoenix Mecano Group   91

The useful lives of assets are estimated as follows:

Land (including usage rights) unlimited useful life or duration of usage rights
Buildings 35 years
Outside facilities and building installations 10 –15 years
Machinery and equipment 4 –12 years

Leased assets
As a rule, lease contracts are only included in the balance sheet as financial lease contracts if the risks and rewards as-
sociated with ownership belong largely to the Group company when the contract is concluded. They are measured at
the present value of the minimum lease rates or at the lower market value. The corresponding financial leasing commit-
ments are posted as liabilities. The leasing rates are divided up into interest and repayment sums in accordance with the
annuity method. The leased assets are depreciated over the estimated useful life or shorter lease term.

Operating lease payments are expensed directly to the statement of income on a straight-line basis over the lease term.

Impairment losses
Goodwill is checked annually for impairment. Other intangible and tangible assets are consistently checked for impair-
ment if there are indications to suggest that this has taken place. The realisable value (the higher of the fair value less
costs to sell and the value in use) of the asset or the cash-generating unit is estimated and a revenue adjustment to the
previous book value is made, provided the latter exceeds the realisable value. The value in use corresponds to the pres-
ent value of the expected future cash flows of the respective asset.

Previously recognised impairment losses are reversed (except on goodwill) if the estimates used to calculate the re-
coverable amount have altered and the impairment has reduced or disappeared as a result. The increase in book
value may not exceed the amount that would have resulted if no impairment loss had been reported for the asset
in the preceding years.

The discount rate is determined based on the pre-tax weighted average cost of capital (WACC) of Phoenix Me-
cano. A differentiation is applied to individual Phoenix Mecano Group cash-generating units if their risk profile is
significantly different.

Investments in associated companies


Investments shown under this item are valued in accordance with the criteria set out above under Associ-
ated companies.

Other financial assets


Long-term loans to associated companies and third parties contained in Other financial assets are posted at their
fair value upon initial recognition and at amortised cost in subsequent periods, taking account of any reductions in
value (impairment) through corresponding devaluations which affect net income.

The other investments under 20% shown under Other financial assets are posted at fair value. Resulting changes
in value are posted under Equity or under Other comprehensive income in the statement of comprehensive income
without affecting operating income and only transferred to the statement of income in the event of sale or an im-
pairment (treated as available-for-sale financial assets in accordance with IAS 39). If the fair value cannot be relia-
bly determined, the valuation is made at acquisition costs. Any reductions in value (impairment) are taken into
92  Phoenix Mecano Group  Consolidated financial statements 2015

account through corresponding devaluations (affecting net income) of the amount still likely to be recovered. Such
impairment is not reversed.

A key factor in deciding whether to derecognise a financial asset is the transfer of the associated risks and rewards
(known as the “risks and rewards” approach).

Inventories
Inventories are reported at acquisition or production cost, which must not exceed the net realisable value (lowest
value principle). The value of the costs is determined in the same way throughout the Group by means of the
weighted average method. The production costs include all material costs, production wages and pro rata manu-
facturing overheads. Appropriate value adjustments are made for inventory-related risks wherever necessary, based
on corresponding analyses of scope or coverage.

Receivables
Receivables are reported at amortised cost (usually equivalent to their nominal value) less value adjustments for bad
debts. The value adjustment consists of individual value adjustments for specifically identified items, for which there is
objective evidence to suggest that the outstanding amount will not be received in full, as well as flat-rate value adjust-
ments for groups of receivables with a similar risk profile. The flat-rate value adjustments cover losses that are expected
but not yet known and are based on age structure and historical receivables payment statistics. Where there is suffi-
cient evidence to suggest that a receivable is definitely uncollectable, the receivable is derecognised directly. Subsequent
incoming payments on amounts that have been derecognised are reported in income. Accounts payable and receiva-
ble between Group companies are offset against one another, provided that the companies are consolidated.

Current securities
Securities are measured at fair value, both on initial recognition and subsequently. This corresponds to the market
price in effect on the balance sheet date. Fluctuations in the market value of securities are recorded in the consol-
idated statement of comprehensive income and in equity under Other comprehensive income and only included in
the statement of income in the event of sale or an impairment (treated as available-for-sale financial assets in ac-
cordance with IAS 39). Any reductions in value (impairment) are taken into account through corresponding deval-
uations which affect net income. Impairment on equity instruments is not reversed in a way that affects net income.
Accumulated interest on bonds is deferred.

Cash and cash equivalents


Cash and cash equivalents comprises cash on hand, in bank and in postal accounts. It also includes fixed deposits with
a term not exceeding three months from the date of acquisition.

Assets held for sale


Long-term assets are classified as held for sale and shown on the balance sheet in a separate item under assets or lia-
bilities if the book value is to be realised by selling, rather than using, the assets. This is conditional upon the sale being
very likely to take place and the assets being ready for immediate sale. For a sale to be classified as very likely, it must
meet a number of criteria, including being expected to take place within one year.

Assets held for sale are valued at the lower of the book value or the fair value less costs to sell. From the time they are
classified as “for sale”, depreciable assets are no longer depreciated.
Consolidated financial statements 2015  Phoenix Mecano Group  93

Financial liabilities
Upon initial recognition, financial liabilities are recorded at fair value less transaction costs. In subsequent periods
they are measured at amortised costs. Any discrepancy between the disbursement amount (less transaction costs)
and the repayable amount is amortised throughout the term using the effective interest method and reported in
income. Residual purchase price liabilities from acquisitions are revalued at the balance sheet date and measured
at fair value.

Short-term liabilities are those with a remaining term of less than one year.

A financial liability is derecognised when it is cancelled or when it is discharged either judicially or by the creditor.

Provisions
Provisions are formed if a past event has resulted in a present legal or actual obligation and there is likely to be an out-
flow of funds which can be reliably determined.

Restructuring provisions are recognised if, on the balance sheet date, there exists a corresponding liability with respect
to a restructuring measure.

Other long-term employee benefits Corresponding provisions are made for existing obligations based on statutory
retirement pay in Italy (“Trattamento Fine Rapporto”), agreements providing for part-time work for older employees in
Germany and service anniversaries. The amount is determined in conformity with IAS 19 using the projected unit credit
method. Actuarial gains and losses are recognised as income / expense in the period in which they occur.

Employee participation plans There are no employee participation plans.

Pension obligations
The Group does not operate its own pension schemes. Pensions are essentially secured by external, independent pen-
sion providers in accordance with the defined contribution principle. The pension solution adopted for the Group’s Swiss
companies is affiliation to a collective foundation (Sammelstiftung) with its own legal personality, financed through em-
ployer and employee contributions. This pension plan is assessed under IAS 19 as defined benefit and is included in the
balance sheet accordingly. In several Group companies in Germany, existing pension plans are also treated as defined
benefit pension plans. Corresponding pension provisions are posted on the balance sheet for these plans.

Defined benefit obligations are assessed annually for each plan by calculating the present value of the expected claims
using the projected unit credit method and then subtracting the market value of the plan assets. The obligation is cal-
culated annually by independent insurance experts.

Pension costs consist of the following three components:


–  Service cost, which is recognised in the statement of income under Personnel expenses
–  Net interest expense, which is recognised in the statement of income under Financial expenses
–  Revaluation components, which are recognised in the statement of comprehensive income.
94  Phoenix Mecano Group  Consolidated financial statements 2015

The service cost includes current service costs, past service costs and gains and losses from plan settlements. Gains
and losses from plan curtailments are included in past service costs.

Net interest expense is the amount obtained by multiplying the discount rate by the net pension liability (or asset)
at the start of the financial year, taking into account the changes arising in the financial year through contribu-
tions and pension payments. Capital flows and changes during the year are factored in proportionally.

Revaluation components include actuarial gains and losses due to changes in the present value of the pension ob-
ligations arising from changes in assumptions and experience adjustments, as well as the return minus the contri-
butions contained in net interest expense and changes to unrecognised assets minus the effects contained in net
interest expense. Revaluation components are recognised in Other comprehensive income in the statement of
comprehensive income and are never subsequently reclassified to the statement of income.

The amount recognised in the consolidated balance sheet corresponds to the overfunding or underfunding of de-
fined benefit pension plans (net pension liability or asset). However, the asset recognised from any overfunding is
limited to the present value of the economic benefits arising from future reductions in contributions.

With defined contribution pension plans, the expenses posted in the statement of income correspond to the pay-
ments made by the employer.

Trade payables and other liabilities


Trade payables and other liabilities are entered at amortised cost, which generally corresponds to their nominal value.

Equity
Equity is divided up into Phoenix Mecano AG’s share capital (consisting of bearer shares), treasury shares, retained
earnings, gains or losses on cash flow hedges under IAS 39, as well as financial assets, translation differences and
minority interest.

Treasury shares are deducted from equity and posted as a separate item within equity. Gains and losses on treas-
ury shares are posted without affecting operating income.

Dividends are posted in the consolidated financial statements in the period in which they were agreed upon by
the Shareholders’ General Meeting of Phoenix Mecano AG.

Derivative financial instruments


All derivative financial instruments are measured at fair value in accordance with IAS 39 and are recognised sep-
arately in the Group balance sheet. For instruments traded in an active market, the fair value corresponds to the
market value on the balance sheet date; for other instruments, it corresponds to the value determined on the
basis of mathematical models. As part of its risk policy, the Group hedges interest and currency risks that are
not treated as hedge accounting as defined by IAS 39. Changes in the market value of derivative financial instru-
ments used in this way are recognised directly in the financial result as income / expense.
Consolidated financial statements 2015  Phoenix Mecano Group  95

Revenue recognition
Sales are recognised upon service delivery and transfer of the significant risks and rewards to the customer. The timing
will depend on the relevant terms and conditions of delivery.

Sales are recognised net of sales tax and value-added tax and after deduction of credit notes and discounts. Appropri-
ate provisions are formed for anticipated warranty claims arising from the service provision.

Interest income is recognised on an accrual basis. Dividend income from securities is recorded at the time of payment.

There are no long-term manufacturing orders which are recorded in accordance with the progress of performance.

Government subsidies
Investment incentives are deferred and systematically reported in income in accordance with the straight-line method
over the useful life of the supported asset. Allowances for research and development accordingly reduce the costs in-
curred in this area.

Income tax
Income tax covers both current and deferred income taxes. It is reflected in the statement of income, with the excep-
tion of income taxes on transactions reported directly in equity or under Other comprehensive income. In such cases,
the corresponding income taxes are also recognised directly in equity or under Other comprehensive income in the
statement of comprehensive income.

Current income taxes include expected tax owed on the taxable result, calculated according to the tax rates prevailing
on the balance sheet date and adjustments to tax liabilities or credits from previous years.

Deferred taxes are calculated on temporary differences between the values in the tax accounts and the consolidated
financial statements in accordance with the balance sheet liability method. No deferred taxes on the valuation dif-
ferences upon initial recognition of goodwill or on investments in subsidiary companies and residual purchase price
liabilities on acquisitions are taken into consideration, if these differences are unlikely to cancel each other out in
the foreseeable future. Calculation of the deferred taxes takes into account when and how the realisation or repay-
ment of the relevant assets and liabilities is likely to take place. This calculation uses the tax rates prevailing or an-
nounced on the balance sheet date.

Future tax savings on the basis of tax losses carried forward and temporary differences are only capitalised if their re-
alisation seems certain. For this to be the case, consistently positive results must have been achieved and be expected
to continue in the foreseeable future. If there are taxable temporary differences and offsettable tax losses carried for-
ward at the same company, the two amounts are offset against one another.

Non-reclaimable withholding taxes on distributions on the profits of foreign subsidiaries are only recorded as a liability
if such distributions are budgeted.

Statement of cash flow


Cash flow from operating activities is calculated using the indirect method. The funds consist of cash and
cash equivalents.
96  Phoenix Mecano Group  Consolidated financial statements 2015

Assumptions and estimations


Accounting requires assumptions and estimations to be made which influence the amount of the accounted assets and
liabilities, the amount of contingent liabilities and contingent claims as at the balance sheet date and also expenses and
income from the reporting periods. The assumptions and estimations are based on historical knowledge and experience
and on the information available when the balance sheet is being drawn up. They are considered accurate under the cir-
cumstances. If estimations and assumptions made by the management based on the best knowledge available at the
time of balance sheet preparation differ from the actual circumstances subsequently observed, the original estimations
and assumptions are adapted accordingly in the reporting year in which the circumstances altered.

The most important assumptions and estimations are set out below:

Intangible (including goodwill) and tangible assets These are tested for impairment annually. To ascertain whether
impairment applies, the anticipated future cash flow generated by the use or the potential disposal of the assets in ques-
tion is estimated. The latter is associated with a wide range of uncertainties, especially in the case of company property
in unfavourable locations or product-specific manufacturing plants and tools as well as intangible assets such as know-
how, customer bases and capitalised development services. Estimates are also necessary when determining the discount
rate to be applied. For the book values of intangible and tangible assets, see notes 4 and 5.

Inventories A complex supply chain within the Group (including as a result of production in cost-efficient locations and
processing service in the sales companies) and the high priority accorded to short delivery times for customers require
an adequate supply inventory and result in comparatively low stock turnaround figures. Some electrotechnical compo-
nents can only be stored for a limited amount of time (as otherwise they are no longer suitable for soldering, for exam-
ple). Some inventory items are customised. As a result, there are increased stock risks. On the basis of corresponding
stock turnaround and storage period analyses, estimations and assessments on recoverability and devaluation require-
ments are carried out. For the book values of inventories, see note 8.

Provisions Guarantee provisions are calculated based on estimates of potential future guarantees and on past experi-
ence. There is a higher guarantee risk for linear drives used in the hospital and care sector. Individual Group companies
are exposed to litigation. On the basis of currently available knowledge, an assessment of the potential consequences
of these court cases was conducted and provisions were constituted where necessary. For the book values of provisions,
see note 19.

Financial liabilities To determine the residual purchase price liabilities from acquisitions, estimates of the medium-term
business development of the company concerned must be performed, with all the uncertainties that these entail.

Pension obligations Pension obligations from defined benefit plans (defined benefit obligations) are determined based
on statistical and actuarial calculations made by external assessors, which in turn are based on a wide range of assump-
tions (about salary trend, pension trend, life expectancy and so on). For the book values of the pension obligations posted
on the balance sheet, see note 20.

Income tax Extensive estimations based on existing tax legislation and regulations are required to determine receiva-
bles and liabilities from current and deferred income taxes.
Consolidated financial statements 2015  Phoenix Mecano Group  97

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2015


1  Currency exchange rates Balance sheet Statements of income
and cash flow

2015 2014 2015 2014

Euro for

1 CHF 0.923 0.832 0.937 0.823


1 GBP 1.362 1.288 1.378 1.241
1 USD 0.919 0.826 0.901 0.754
100 HUF 0.316 0.316 0.323 0.324
1 RON 0.221 0.223 0.225 0.225
1 SEK 0.109 0.106 0.107 0.110
1 TND 0.453 0.443 0.461 0.445
1 SGD 0.649 0.624 0.656 0.595
1 CNY 0.142 0.133 0.143 0.122
1 BRL 0.232 0.311 0.275 0.321
1 INR 0.014 0.013 0.014 0.012
1 TRY 0.315 0.353 0.333 0.345
1 AUD 0.671 0.675 0.678 0.679

2  Scope of consolidation
In 2015 and 2014 the scope of consolidation changed as follows:

Date Company Change Division


2015
05.12.2015 Hartu S.à.r.l. in Liquidation Liquidation ELCOM / EMS
01.08.2015 Wijdeven Power Holding B.V. Acquisition ELCOM / EMS
01.08.2015 Wijdeven Inductive Solutions B.V. Acquisition ELCOM / EMS
Merger with Phoenix
30.06.2015 OKIN Hungary Gépgyártó Kft Mecano Kecskemét KFT Mechanical Components
25.03.2015 Sekure Ident GmbH Foundation Enclosures
03.02.2015 Phoenix Mecano America Latina S.A. Foundation Mechanical Components
Merger with Phoenix Mecano
01.01.2015 Redur Messwandler GmbH Power Quality GmbH & Co. KG ELCOM / EMS

2014
18.07.2014 Phoenix Mecano Beteiligungen AG Merger with Phoenix Mecano AG Reconciliation
01.07.2014 Redur Messwandler GmbH Acquisition ELCOM / EMS
26.03.2014 I2 Mechanical and Electrical Co. Ltd. Foundation Mechanical Components
01.01.2014 PM Special Measuring Systems B.V. Acquisition ELCOM / EMS
Merger with Phoenix Mecano
01.01.2014 Lohse GmbH Power Quality GmbH & Co. KG ELCOM / EMS
98  Phoenix Mecano Group  Consolidated financial statements 2015

The following companies were fully consolidated as at 31 December 2015:

Scope of consolidation
Company Head office

Phoenix Mecano AG Stein am Rhein, Switzerland


Phoenix Mecano Management AG Kloten, Switzerland
Phoenix Mecano Technologies AG Stein am Rhein, Switzerland
Phoenix Mecano Trading AG Stein am Rhein, Switzerland
Phoenix Mecano Komponenten AG Stein am Rhein, Switzerland
Rose Systemtechnik GmbH Porta Westfalica, Germany
Bopla Gehäuse Systeme GmbH Bünde, Germany
Kundisch GmbH + Co. KG Villingen-Schwenningen, Germany
Sekure Ident GmbH Wessling, Germany
Hartmann Codier GmbH Baiersdorf, Germany
PTR Messtechnik GmbH + Co. KG Werne, Germany
Phoenix Mecano Power Quality GmbH + Co. KG Grävenwiesbach, Germany
Platthaus GmbH Elektrotechnische Fabrik Alsdorf, Germany
RK Rose + Krieger GmbH Minden, Germany
RK System- & Lineartechnik GmbH Salem-Neufrach, Germany
RK Schmidt Systemtechnik GmbH St. Wendel, Germany
DewertOkin GmbH Kirchlengern, Germany
Hartmann Electronic GmbH Stuttgart, Germany
Plein & Baus GmbH Burscheid, Germany
Phoenix Mecano Digital Elektronik GmbH Wutha-Farnroda, Germany
ATON Lichttechnik GmbH Wutha-Farnroda, Germany
IFINA Beteiligungsgesellschaft mbH Porta Westfalica, Germany
Götz Udo Hartmann GmbH Grävenwiesbach, Germany
Kundisch Beteiligungs-GmbH Villingen-Schwenningen, Germany
PTR Messtechnik Verwaltungs-GmbH Werne, Germany
Phoenix Mecano S.à.r.l. Fontenay-sous-Bois, Cedex, France
Phoenix Mecano Ltd. Aylesbury, UK
Integrated Furniture Technologies Ltd. Cheltenham, UK
Robco Designs Ltd. London, UK
Phoenix Mecano Finance Ltd. St. Helier, Channel Islands, GB
Phoenix Mecano AB Ingelstad, Sweden
Phoenix Mecano ApS Odense, Denmark
Phoenix Mecano S.r.l. Inzago, Milano, Italy
OMP Officina Meccanica di Precisione S.r.l. in Liquidation Milano, Italy
Consolidated financial statements 2015  Phoenix Mecano Group  99

2015 2014
Activity Currency Registered capital Stake in % Stake in %
in 1 000

Finance CHF 961 n / a n / a


Finance CHF 50 100 100
Finance CHF 250 100 100
Purchasing CHF 100 100 100
Production / Sales CHF 2 000 100 100
Production / Sales EUR 1 053 100 100
Production / Sales EUR 750 100 100
Production / Sales EUR 300 100 100
Sales EUR 75 100 n / a
Production / Sales EUR 300 100 100
Production / Sales EUR 300 100 100
Production / Sales EUR 300 100 100
Production / Sales EUR 900 100 100
Production / Sales EUR 496 100 100
Production / Sales EUR 250 100 90
Production / Sales EUR 500 100 100
Production / Sales EUR 1 000 100 100
Production / Sales EUR 222 100 100
Production / Sales EUR 51 100 100
Production / Sales EUR 350 100 100
Production / Sales EUR 100 100 100
Finance EUR 4 000 100 100
Finance EUR 26 100 100
Finance EUR 26 100 100
Finance EUR 26 100 100
Sales EUR 620 100 100
Sales GBP 300 100 100
Development GBP 1 85 85
Development GBP 1 85 85
Finance USD 1 969 100 100
Sales SEK 100 100 100
Sales DKK 125 100 100
Sales EUR 300 100 100
– EUR 5 000 100 100
100  Phoenix Mecano Group  Consolidated financial statements 2015

Scope of consolidation

Company Head office

Sistemas Phoenix Mecano Espana S.A. Zaragoza, Spain


PM Komponenten B.V. Doetinchem, The Netherlands
PM Special Measuring Systems B.V. Enschede, The Netherlands
Wijdeven Inductive Solutions B.V. Ter Apel, The Netherlands
Wijdeven Power Holding B.V. Ter Apel, The Netherlands
PM International B.V. Doetinchem, The Netherlands
PM Komponenten N.V. Deinze, Belgium
Phoenix Mecano Kecskemét KFT Kecskemét, Hungary
Phoenix Mecano Kecskemét Research and Development KFT Kecskemét, Hungary
Phoenix Mecano Plastic S.r.l. Sibiu, Romania
Phoenix Mecano Inc. Frederick, USA
WIENER, Plein & Baus Corp. Springfield, USA
OKIN America Inc. Shannon, USA
Phoenix Mecano Comercial e Tecnica Ltda. Barueri, Brazil
Phoenix Mecano Holding Ltda. Barueri, Brazil
Phoenix Mecano America Latina S.A. Montevideo, Uruguay
Phoenix Mecano S. E. Asia Pte Ltd. Singapore
Phoenix Mecano Korea Co. Ltd. Busan, South Korea
Phoenix Mecano (India) Pvt. Ltd. Pune, India
Mecano Components (Shanghai) Co., Ltd. Shanghai, China
Shenzhen Elcom Co., Ltd. Shenzhen, China
OKIN Refined Electric Technology Co., Ltd. Jiaxing, China
I2 Mechanical and Electrical Co. Ltd. Jiaxing, China
Phoenix Mecano Components (Taicang) Co., Ltd. Taicang, China
Phoenix Mecano Hong Kong Ltd. Hong Kong, China
Bond Tact Industrial Limited Hong Kong, China
Bond Tact Hardware (Dongguan) Company Limited Dongguan, China
Phoenix Mecano Mazaka A.S. Ankara, Turkey
Rose Systemtechnik Middle East (FZE) Sharjah, U.A.E.
Phoenix Mecano Australia Pty. Ltd. Tullamarine Victoria, Australia
Phoenix Mecano Hartu S.à.r.l. Ben Arous, Tunisia
Phoenix Mecano ELCOM S.à.r.l. Bouhejba, Tunisia
Phoenix Mecano Digital Tunisie S.à.r.l. Borj-Cedria, Tunisia
Phoenix Mecano Maroc S.à.r.l. Tétouan, Morocco
Consolidated financial statements 2015  Phoenix Mecano Group  101

2015 2014
Activity Currency Registered capital Stake in % Stake in %
in 1 000

Sales EUR 60 90 90
Sales EUR 20 100 100
Production / Sales EUR 18 100 100
Production / Sales EUR 16 100 n / a
Finance EUR 18 100 n / a
Finance EUR 4 500 100 100
Sales EUR 100 100 100
Production / Sales EUR 6 595 100 100
Development EUR 502 100 100
Production EUR 750 100 100
Production / Sales USD 10 000 100 100
Sales USD 100 100 100
Production / Sales USD 10 100 100
Sales BRL 7 601 100 100
Finance BRL 1 062 100 100
Sales UYU 200 000 100 n / a
Sales SGD 1 000 75 75
Sales KRW 370 000 75 75
Production / Sales INR 299 452 100 100
Production / Sales USD 3 925 100 100
Production / Sales CNY 8 000 100 100
Production / Sales CNY 77 780 100 100
Production / Sales USD 5 000 55 55
Production / Sales USD 8 150 100 100
Finance / Sales EUR 5 000 100 100
Sales HKD 500 100 100
Production / Sales CNY 28 817 100 100
Sales TRY 430 91 91
Sales AED 150 100 100
Sales AUD 204 70 70
Production TND 5 300 100 100
Production TND 500 100 100
Production TND 100 100 100
Production EUR 943 100 100
102  Phoenix Mecano Group  Consolidated financial statements 2015

3 Goodwill

2015 2014
in 1 000 EUR Note No.

Acquisition costs 1 January 20 809 14 161


Additions of companies included in consolidation 46 0 5 343
Translation differences 903 1 305
Acquisition costs 31 December 21 712 20 809
Accumulated impairment losses 1 January 0 0
Impairment losses 7 185 0
Accumulated impairment losses 31 December 7 185 0
Net values 31 December 14 527 20 809

The book values for goodwill of EUR 14.5 million (previous year EUR 20.8 million) relate to the following cash-generat-
ing units: the Bopla product area in the Enclosures division EUR 0.3 million (previous year EUR 0.3 million) and Okin Re-
fined Electric Technology Co. Ltd. in China, in the Mechanical Components division, EUR 14.2 million (previous year EUR
13.4 million).

The change in goodwill in 2015 is due to currency effects relating to the goodwill of Okin Refined Electric Technology
Co. Ltd. and the impairment losses detailed below. All goodwill was tested for impairment based on five-year plans for
the relevant cash-generating units (CGUs). A pre-tax discount rate (WACC) of 7.5% (previous year 8.0%), and of 8.4%
(previous year 9.0%) to measure the goodwill from the acquisition of Okin Refined in China, was applied to determine
the present value (value in use). Growth of 0.5% for Bopla and PM SMS and 2% for Okin Refined was assumed after
the projection period. Impairment was also tested using sensitivity analyses.

Impairment tests on Bopla and Okin Refined The impairment tests on the goodwill of Bopla and Okin Refined re-
sulted in values in use that exceeded the book values of the corresponding goodwill by several times.

Impairment test on Platthaus GmbH Elektrotechnische Fabrik Due to the weakness of the market in customised
transformers, filters and input chokes for the renewable energy sector, there are indications of impairment affecting
the assets of Platthaus GmbH in Germany. The impairment test identified an impairment of the fair value of this
ELCOM / EMS division CGU, determined on the basis of a five-year plan and an EBITDA multiple. The resulting impair-
ment loss breaks down as follows:

2015
in 1 000 EUR

Goodwill 1 842
Intangible assets 452
Tangible assets 166
Total 2 460
Consolidated financial statements 2015  Phoenix Mecano Group  103

It therefore covers the entire goodwill of Platthaus GmbH. The remainder of the impairment loss was allocated pro
rata to the customer base, know-how and tangible assets in Germany, taking into account the estimated disposal
values of individual assets.

Impairment test on PM Special Measuring Systems B.V. Due to project cancellations and postponements and
sluggish investment in research laboratories and the construction of high-voltage direct current (HVDC) transmis-
sion equipment, resulting in reduced and heavily fluctuating demand for high-precision measuring systems for elec-
trical current, there are indications of impairment affecting the assets of PM Special Measuring Systems B.V. in the
Netherlands, part of the Instrument Transformers product area. The calculation of the value in use is based on a
five-year business plan, which, in accordance with the project plan, assumes heavy fluctuations in sales in subse-
quent years, an average gross profit of 50%, growth of 0.5% after the projection period and a pre-tax discount
rate of 7.5%. The value in use calculated for this ELCOM / EMS division CGU is EUR 7.4 million. The impairment test
identified an impairment of this value in use, breaking down as follows:

2015
in 1 000 EUR

Goodwill 5 343
Intangible assets 889
Total 6 232

It therefore covers all of the goodwill. The remainder of the impairment loss was allocated pro rata to the customer
base and know-how in the Netherlands.
104  Phoenix Mecano Group  Consolidated financial statements 2015

4  Other intangible assets

Development Concessions, Development Total


costs licences, projects in
similar rights progress
and assets

in 1 000 EUR Note No.

Acquisition costs 31 December 2013 11 674 45 917 991 58 582


Additions of companies included in consolidation 46 15 428 15 428
Translation differences 1 884 2 1 886
Addition 118 1 097 1 186 2 401
Disposals – 1 945 – 2 202 – 4 147
Reclassification 217 379 – 596 0
Acquisition 31 December 2014 10 064 62 503 1 583 74 150
Accumulated amortisation 31 December 2013 10 470 31 269 0 41 739
Translation differences 1 059 1 059
Amortisation 36 433 6 676 7 109
Impairment losses 38 178 178
Reversal of impairment losses 38 0
Disposals – 1 945 – 2 201 – 4 146
Reclassification 0
Accumulated amortisation 31 December 2014 9 136 36 803 0 45 939
Net values 1 January 2014 1 204 14 648 991 16 843
Net values 31 December 2014 928 25 700 1 583 28 211
Acquisition costs 31 December 2014 10 064 62 503 1 583 74 150
Additions of companies included in consolidation 46 1 715 1 715
Translation differences 14 1 459 12 1 485
Additions 315 2 074 834 3 223
Disposals – 691 – 5 096 – 5 787
Reclassification 1 230 0 – 1 230 0
Acquisition costs 31 December 2015 10 932 62 655 1 199 74 786
Accumulated amortisation 31 December 2014 9 136 36 803 0 45 939
Translation differences 843 843
Amortisation 36 481 7 863 8 344
Impairment losses 38 0 1 960 1 960
Reversal of impairment losses 38 0
Disposals – 692 – 5 095 – 5 787
Reclassification 32 – 32 0
Accumulated amortisation 31 December 2015 8 957 42 342 0 51 299
Net values 31 December 2015 1 975 20 313 1 199 23 487
Consolidated financial statements 2015  Phoenix Mecano Group  105

Concessions, licences, similar rights and assets includes primarily the customer base, patents and other
industrial property rights as well as unprotected inventions (know-how) gained from acquisitions, in addition to
software licences and distribution rights and patents and other intangible rights and assets paid for.

Other intangible assets worth EUR 0.01 million (previous year EUR 0.02 million) were subject to reservation of ti-
tle as at the balance sheet date.

Write-downs were performed on customer bases, unprotected inventions (know-how) and capitalised develop-
ment projects within the framework of the impairment tests on CGUs and assets at the balance sheet date, since
these business activities did not develop as originally planned. The bulk of the impairment losses in 2015 related
to Platthaus GmbH and PM Special Measuring Systems B.V. (see note 3). The five-year plans for the relevant CGU
were used as a basis for calculating the necessary write-downs. A pre-tax discount rate (WACC) of 7.5% (previous
year 8.0%) was applied to determine the present value (value in use). Growth of between 0.5 and 2% (previous
year between 0 and 1%) was assumed after the projection period.

The breakdown of impairment losses by division is clear from the segment information provided. In the
statement of income, impairment losses on intangible assets of EUR 2.0 million (previous year EUR 0.2
million) are included under Impairment of intangible and tangible assets (see note 38).
106  Phoenix Mecano Group  Consolidated financial statements 2015

5  Tangible assets
Investment Land and Machinery Construction Total
properties buildings and in progress
equipment

in 1 000 EUR Note No.

Acquisition costs 31 December 2013 1 770 114 398 197 882 2 396 316 446


Additions of companies included in consolidation 46 288 528 816
Translation differences 5 1 904 2 399 83 4 391
Addition 2 944 16 549 2 145 21 638
Disposals – 517 – 5 423 – 3 – 5 943
Reclassification 402 1 586 – 1 988 0
Acquisition costs 31 December 2014 1 775 119 419 213 521 2 633 337 348
Accumulated depreciation 31 December 2013 812 53 805 153 519 0 208 136
Translation differences 660 1 397 2 057
Depreciation 37 23 3 197 13 106 16 326
Impairment losses 38 0
Reversal of impairment losses 38 0
Disposals – 306 – 4 975 – 5 281
Reclassification 0
Accumulated depreciation 31 December 2014 835 57 356 163 047 0 221 238
Net values 1 January 2014 958 60 593 44 363 2 396 108 310
Net values 31 December 2014 940 62 063 50 474 2 633 116 110
Acquisition costs 31 December 2014 1 775 119 419 213 521 2 633 337 348
Additions of companies included in consolidation 46 100 190 290
Translation differences – 135 2 623 2 642 3 5 133
Additions 3 336 13 027 7 088 23 451
Disposals – 1 245 –186 –10 616 –9 –12 056
Reclassification 270 2 319 –2 589 0
Acquisition costs 31 December 2015 395 125 562 221 083 7 126 354 166
Accumulated depreciation 31 December 2014 835 57 356 163 047 0 221 238
Translation differences – 43 1 138 1 823 2 918
Depreciation 37 19 3 442 14 340 17 801
Impairment losses 38 1 463 603 2 066
Reversal of impairment losses 38 0
Disposals – 684 – 179 – 9 771 – 10 634
Reclassification – 6 6 0
Accumulated depreciation 31 December 2015 127 63 214 170 048 0 233 389
Net values 31 December 2015 268 62 348 51 035 7 126 120 777
Consolidated financial statements 2015  Phoenix Mecano Group  107

Land and buildings is divided into developed and undeveloped land with a book value of EUR 12.9 million (previ-
ous year EUR 11.3 million) and factory and administration buildings with a balance sheet value
of EUR 49.4 million (previous year EUR 50.8 million).

The balance sheet value of capitalised leased financial assets (machinery) was EUR 0.1 million, compared
with EUR 0.2 the previous year. These are the result of acquisitions.

The fire insurance value of the tangible assets amounted to EUR 327.2 million on the balance sheet date,
compared with EUR 304.4 million the previous year.

Land and buildings with a book value of EUR 10.7 million (previous year EUR 10.7 million) were mortgaged to
cover debts. The amount of the corresponding credit taken up totalled EUR 5.8 million (previous year EUR 6.9 mil-
lion). Tangible assets with a balance sheet value of EUR 0.05 million (previous year EUR 0.06 million) were subject
to reservation of title on the balance sheet date.

Write-downs of buildings in China and Tunisia, machinery and other equipment were performed in the reporting
year within the framework of the impairment tests on CGUs and assets at the balance sheet date. The five-year
plans for the corresponding CGUs were used as a basis for determining the necessary write-downs. A pre-tax dis-
count rate (WACC) of 7.5% (previous year 8.0%), and 8.4% for China, was applied to determine the present value
(value in use) in the reporting year. Growth of between 0.5 and 2% was assumed after the projection period (pre-
vious year between 0 and 1%). For a building in China, the fair value was used as a basis for the valuation.

The breakdown by division of impairment losses and reversals of impairment losses is clear from the segment in-
formation provided. In the statement of income, impairment losses on tangible assets in the reporting year of EUR
2.1 million are included under Impairment of intangible and tangible assets (see note 38).

The fair value of the investment property in Brazil is EUR 0.9 million (previous year EUR 1.2 million). The reduction
is the result of translation differences. The investment property is classified in Level 3 of the fair value hierarchy.
The fair value was calculated using an income value method. The rental income of the investment property is EUR
0.1 million and its direct operating expenses are EUR 0.01 million. In the previous year, another rental property in
Germany was included under this item, with a book value of EUR 0.6 million. This was sold in the reporting year
with a book loss of EUR 0.1 million.
108  Phoenix Mecano Group  Consolidated financial statements 2015

6  Investments in associated companies

2015 2014
in 1 000 EUR Investment in %

UPDATE OF INVESTMENT IN ASSOCIATED COMPANIES


AVS Phoenix Mecano GmbH, Vienna (A) 50
Orion Technologies LLC Florida (USA) 34*
Electroshield C Babynino (RU) 20
Jiaxing Yinuo Electronic Technology Co. Ltd. Jiaxing (CN) 40
As at 1 January 1 282 422
Purchases 4 209 961
Result – 292 – 74
Dividends paid – 75 – 100
Translation differences – 821 73
As at 31 December 4 303 1 282

*  Previous year 20%

Phoenix Mecano products are sold in Austria through the joint venture AVS-Phoenix Mecano GmbH (A). Pur-
chases of goods from Group companies totalled EUR 2.7 million (previous year EUR 2.6 million). The result of the
period and the comprehensive income totalled EUR 0.2 million (previous year EUR 0.1 million).

On 31 March 2014, the Phoenix Mecano Group acquired a 20% stake in Orion Technologies LLC, Florida, USA;
it increased this investment by a further 13.92% on 30 September 2015 as part of a capital increase. The asso-
ciated purchase price is variable, in so far as the Phoenix Mecano Group will receive reimbursement in the form
of additional shares if the 2016 result falls below a minimum level. The Phoenix Mecano Group has therefore re-
corded part of the payment, totalling EUR 1.6 million, as a contingent receivable (see note 7). The balance of EUR
0.6 million is shown under this item as an investment in associated companies. In addition, there is a call option
to acquire the remaining shares, which can be exercised between 2017 and 2020. Orion Technologies LLC de-
velops and manufactures industrial computer systems for customised applications. The company purchased goods
from Group companies totalling EUR 0.06 million (previous year EUR 0.03 million). In the previous year, there
was a loan from Group companies to Orion totalling EUR 0.07 million. The result of the period and the compre-
hensive income totalled EUR – 0.9 million (previous year EUR – 0.8 million).

On 4 June 2015, the Phoenix Mecano Group acquired a 40% stake in Jiaxing Yinuo Electronic Technology Co.
Ltd., Jiaxing, China. The purchase price was EUR 0.6 million. There is a call option to acquire a further 20%, which
can be exercised until 2019 subject to certain conditions. The company develops and manufactures electrical
components such as handsets and control units for drive technology. It purchased goods from Group companies
totalling EUR 0.2 million. The result of the period and the comprehensive income totalled EUR – 0.3 million.

On 11 June 2015, the Phoenix Mecano Group acquired a 20% stake in Electroshield C, Babynino, Russia, for a sum
of EUR 3.0 million. There is a call option to acquire the remaining shares, which can be exercised in 2018. If this
call option is not exercised, the vendors have the right, upon expiry of the option period, to buy back the Phoenix
Mecano Group’s 20% stake, or the Phoenix Mecano Group has the right to transfer the stake back to the vendors.
The company develops, manufactures and sells instrument transformers, current transformers and high-voltage
Consolidated financial statements 2015  Phoenix Mecano Group  109

transformers. In 2015, Electroshield C made a payment of EUR 1.0 million to a Phoenix Mecano Group company
for a production facility. Its result of the period and comprehensive income totalled EUR 0.1 million.

The aforementioned options are not recognised as having a fair value at 31 December 2015 or 31 December 2014.

7  Other financial assets

2015 2014
in 1 000 EUR Note No.

Contingent variable purchase price payment on acquisitions 6 1 562 0


Loans 262 399
Investments (under 20%) 228 228
Value adjustment on investments –104 0
Non-current securities 266 270
Current portion of long-term financial assets 10 – 290 – 288
Value adjustment on other financial
assets (excluding investments) 0 – 238
Balance sheet value 1 924 371
BY CURRENCY
EUR 250 155
USD 1 562 0
Other currencies 112 216
Balance sheet value 1 924 371
BY MATURITY
in 2 years 1 787 9
in 3 years 6 134
in 4 years 7 0
in 5 years 0 0
after 5 years 0 0
none 124 228
Balance sheet value 1 924 371

INTEREST RATES (LOANS)


EUR 3.1% 3.5%
110  Phoenix Mecano Group  Consolidated financial statements 2015

The loans are fixed rate.

The non-current securities relating to pension obligations are secured with liens in favour of the employee concerned.

Due to indications of an impairment on an investment, an impairment test was performed, which resulted in a
write-down of EUR 0.1 million in the reporting year.

The value adjustment on other financial assets was EUR 0.2 million in the previous year. The corresponding receiv-
able was derecognised in the reporting year without affecting net income.

8 Inventories

2015 2014
in 1 000 EUR

Raw and ancillary materials 78 571 75 907


Work in progress 6 004 5 709
Finished goods and merchandise for resale 52 048 48 714
Value adjustments – 13 785 – 12 486
Balance sheet value 122 838 117 844

The value adjustments were determined based on marketability and range of the stocks. Changes in
value adjustments and losses on inventories totalling EUR 3.8 million (previous year EUR 4.7 million) are
included in the statement of income under Other operating expenses (see note 39).

Other than the usual reservations of title applied in typical business operations, no stocks had liens on them as at
31 December 2015 and 2014.
Consolidated financial statements 2015  Phoenix Mecano Group  111

9  Trade receivables

2015 2014
in 1 000 EUR

Trade receivables 73 571 65 018


Receivables due from associated companies 176 102
Value adjustments – 3 020 – 2 912
Balance sheet value 70 727 62 208
BY CURRENCY OF TRADE RECEIVABLES
CHF 1 125 1 539
EUR 31 020 29 548
USD 8 547 7 409
HUF 63 127
CNY 21 387 16 299
Other currencies 8 585 7 286
Balance sheet value 70 727 62 208
REGIONAL BREAKDOWN OF TRADE RECEIVABLES
Switzerland 1 657 2 150
Germany 9 172 9 288
UK 2 131 2 126
France 3 913 3 611
Italy 2 772 4 634
The Netherlands 3 234 1 698
Rest of Europe 9 651 8 841
North and South America 7 401 7 782
Middle and Far East 30 796 22 078
Balance sheet value 70 727 62 208
UPDATE OF VALUE ADJUSTMENT ON TRADE RECEIVABLES
Individual value adjustments
As at 1 January 1 520 1 617
Change – 425 – 97
As at 31 December 1 095 1 520
Flat-rate value adjustments
As at 1 January 1 392 994
Change 533 398
As at 31 December 1 925 1 392
Total 3 020 2 912
112  Phoenix Mecano Group  Consolidated financial statements 2015

2015 2014

Value Value
in 1 000 EUR Gross adjustments Gross adjustments
AGING ANALYSIS OF TRADE RECEIVABLES NOT
SUBJECT TO INDIVIDUAL VALUE ADJUSTMENTS
Gross values 73 747 65 120
Gross value of receivables subject to
individual value adjustments – 1 214 – 1 644
Total 72 533 63 476
of which:
Not due 57 800 48 478
Overdue for 1 – 30 days 8 802 10 962
Overdue for 31 – 60 days 2 691 1 737
Overdue for 61 – 90 days 979 139 713 171
Overdue for 91 – 180 days 709 315 660 325
Overdue for more than 180 days 1 552 1 471 926 896
Total 72 533 1 925 63 476 1 392

The average payment term was 51 days (previous year 51 days).

The individual value-adjusted receivables relate mainly to debtors who are involved in bankruptcy proceedings or
have been directed to a collection agency. The flat-rate value adjustments for overdue receivables were determined
on the basis of experience. There are no cluster risks.

Receivables not due and to which individual value adjustments have not been applied are mainly receivables from
long-standing customers. The Phoenix Mecano Group considers the value adjustments formed as appropriate
based on past experience.

10  Other receivables

2015 2014
in 1 000 EUR Note No.

Tax receivables from VAT and other taxes 4 305 3 737


Current portion of long-term financial assets 7 290 288
Financial receivables 228 583
Advanced payments for inventories 2 027 1 354
Other 1 375 2 307
Balance sheet value 8 225 8 269
Consolidated financial statements 2015  Phoenix Mecano Group  113

The financial receivables relate mainly to deposits receivable from agreements providing for part-time work for
older employees in Germany, which are listed in EUR, yield an interest rate of 0.6% (previous year 1.7%) and are
secured by liens in favour of the employees concerned.

11  Current securities

2015 2014
in 1 000 EUR

AVAILABLE-FOR-SALE SECURITIES
Bonds and bond funds 4 144 4 711
Balance sheet value 4 144 4 711
BY CURRENCY
EUR 4 127 4 702
Other currencies 17 9
Balance sheet value 4 144 4 711
BY MATURITY
in 1 year 740 768
in 2 years 2 111 636
in 3 years 1 086 2 192
in 4 years 0 1 115
in 5 years 207 0
Balance sheet value 4 144 4 711
EFFECTIVE INTEREST RATE FOR BONDS
EUR 1.3% 1.5%
Other currencies 8.6% 8.9%

The current securities can be converted into cash and cash equivalents at short notice. They are kept as
cash reserves.
114  Phoenix Mecano Group  Consolidated financial statements 2015

12  Cash and cash equivalents

2015 2014
in 1 000 EUR

MEANS OF PAYMENT
Cash at bank and in postal accounts 24 575 20 747
Cash on hand 316 109
Total 24 891 20 856
OTHER CASH AND CASH EQUIVALENTS
Fixed-term deposits (up to 3 months) 17 060 23 329
Balance sheet value 41 951 44 185
BY CURRENCY
CHF 1 201 1 386
EUR 20 934 23 516
USD 10 577 5 997
HUF 291 287
CNY 4 835 7 467
Other currencies 4 113 5 532
Balance sheet value 41 951 44 185
INTEREST RATES
CHF 0.0% 0.1%
EUR 0.3% 0.5%
USD 0.1% 0.0%
HUF 0.2% 0.6%
CNY 0.5% 0.4%
Consolidated financial statements 2015  Phoenix Mecano Group   115

13  Share capital and reserves


The share capital is fully paid up and divided into 960 500 bearer shares (previous year 960 500) with a nominal
value of CHF 1.00. The conversion into euro is effected at the historical exchange rate of 0.622. There is no au-
thorised or contingent capital. Each share entitles the holder to attend the Shareholders’ General Meeting and cast
one vote. The reserve for translation differences contains the accumulated translation differences resulting from
translation of the financial statements of Group companies.

The significant shareholders of Phoenix Mecano AG are:

Name Head office 2015 2014


in %

Planalto AG Luxembourg, Luxembourg 34.6* 34.6


Tweedy, Browne Global Value Fund (A subdivision
of Tweedy, Browne Fund Inc., New York, USA) New York, USA 5.5* 5.5*
J. Safra Sarasin Investmentfonds AG
(formerly Sarasin Investmentfonds AG) Basel, Switzerland 4.9 5.4*
UBS Fund Management (Switzerland) AG Basel, Switzerland <3 3.5*

* Stake not reported in the year indicated.

This information is based on notifications by the aforementioned shareholders.

14  Treasury shares


Number of shares Acquisition costs

2015 2014 2015 2014


Number / in 1 000 EUR

As at 1 January 1 260 20 064 582 7 795


Share purchases 485 360 201 140
Share sales – 1 260 – 1 664 – 582 – 620
Capital reduction 0 – 17 500 0 – 6 733
As at 31 December 485 1 260 201 582

The share buy-back programme launched on 22 June 2012 was terminated prematurely by a decision of the Board
of Directors on 20 September 2013. As part of this 2012 / 2013 share buy-back programme, 17 500 shares were
repurchased and cancelled in 2014.

Detailed information on the purchases and sales effected in 2015 can be found in the notes to the financial state-
ments of Phoenix Mecano AG on page 157 (see note 2.10).
116  Phoenix Mecano Group  Consolidated financial statements 2015

15  Minority interest

The minority interests are: 2015 2014


in %

I2 Mechanical and Electrical Co. Ltd. 45 45


Phoenix Mecano Australia Pty. Ltd. 30 30
Phoenix Mecano S.E. Asia Pte. Ltd. 25 25
Phoenix Mecano Korea Co. Ltd. 25 25
Integrated Furniture Technologies Ltd. 15 15
Robco Designs Ltd. 15 15
Sistemas Phoenix Mecano Espana S.A. 10 10
Phoenix Mecano Mazaka A.S. 9 9
RK System- and Lineartechnik GmbH 0 10

The remaining 10% of the shares in RK System- und Lineartechnik GmbH were acquired on 14 December 2015.
The purchase price was EUR 0.02 million.

A 15% stake in Integrated Furniture Technologies Ltd. and its subsidiary Robco Designs Ltd. was sold on 10 Janu-
ary 2014. The sale price was EUR 0.7 million. I2 Mechanical and Electrical Co. Ltd. was founded on 26 March 2014
with a minority shareholder holding a 45% stake. Its share of the company’s equity at the time of founding was
EUR 0.3 million. On 3 July 2014, the Phoenix Mecano Group acquired the remaining 20% of the shares in Bond
Tact Ltd., Hong Kong, and its subsidiary Bond Tact Hardware (Dongguan) Company Ltd. The purchase price was
EUR 0.2 million.

These transactions are recognised in the statement of changes in equity.

All of the Phoenix Mecano Group’s minority interests are non-significant.

16  Liabilities from financial leasing

2015 2014
in 1 000 EUR Note No.

MINIMUM LEASING COMMITMENT


Minimum leasing commitments due within 1 year 36 39
Minimum leasing commitments due within 1 – 5 years 111 143
Total 147 182
less future interest charge – 17 – 19
Present value of leasing commitments 130 163
less current portion 23 – 32 – 32
Balance sheet value (long-term portion) 98 131
Consolidated financial statements 2015  Phoenix Mecano Group  117

The average interest rate for liabilities from financial leasing remained unchanged at 4.1%. These resulted
from acquisitions.

17  Long-term financial liabilities

2015 2014
in 1 000 EUR Note No.

Liabilities to financial institutions 34 453 30 299


Residual purchase price liabilities from acquisitions 3 864 3 823
Other financial liabilities 0 47
Current portion of long-term financial liabilities 23 – 9 585 – 10 071
Balance sheet value 28 732 24 098
BY CURRENCY
CHF 13 614 10 816
EUR 9 430 9 840
USD 2 298 0
CNY 3 390 3 442
Balance sheet value 28 732 24 098
BY MATURITY
in 2 years 7 545 8 080
in 3 years 11 366 6 271
in 4 years 4 390 2 073
in 5 years 2 069 3 164
after 5 years 3 362 4 510
Balance sheet value 28 732 24 098
INTEREST RATES
CHF 1.1% 1.6%
EUR 1.4% 2.9%
USD 2.5% –
CNY 3.5% 4.8%

For Okin Refined Electric Technology Co., Ltd., acquired in 2010, there is a purchase commitment for the
remaining shares held by a third party resulting from call and put options totalling EUR 3.9 million (previous year
EUR 3.8 million) (see note 25).

The liabilities to financial institutions are all in principle fixed rate.

For the securing of bank liabilities by mortgage, see note 5.

There are no covenants.


118  Phoenix Mecano Group  Consolidated financial statements 2015

18  Derivative financial instruments

Contract values Receivables due from Liabilities from


derivative financial derivative financial
instruments instruments

2015 2014 2015 2014 2015 2014


in 1 000 EUR

FORWARD EXCHANGE
CONTRACTS BY CURRENCY
CHF 4 615 0 19 0 0 0
USD 3 668 0 5 0 0 0
HUF 20 500 15 400 222 0 146 427
RON 4 650 5 900 23 85 70 19
Other currencies 36 0 0 0 0 0
Total 33 469 21 300 269 85 216 446
FORWARD EXCHANGE
CONTRACTS BY MATURITY
in 1 year 269 85 216 446
Total 269 85 216 446
INTEREST RATE CHANGE
CONTRACTS BY CURRENCY
EUR 4 000 6 000 0 0 76 142
CHF 6 923 6 240 0 0 169 48
Total 10 923 12 240 0 0 245 190
INTEREST RATE CHANGE
CONTRACTS BY MATURITY
in 1 year 0 0 245 190
Total 0 0 245 190
NET BALANCE SHEET
VALUE BY MATURITY
Total short-term 269 85 461 636
Net balance sheet value 269 85 461 636

The forward exchange purchases of HUF and RON for EUR were used for partial hedging of the planned operat-
ing expenses in local currency in Hungary and Romania. The forward exchange purchase of CHF for EUR in the re-
porting year was used to hedge the dividend payment, while the USD / EUR transaction was concluded in connection
with short-term liquidity management. All forward exchange contracts in the consolidated financial statements at
31 December 2015 and 31 December 2014 were held for trading purposes.

The interest rate change contracts relate to payer swaps in EUR and CHF. They were held for trading purposes in
the consolidated financial statements at 31 December 2015 and 31 December 2014.
Consolidated financial statements 2015  Phoenix Mecano Group  119

The balance sheet values of the derivative financial instruments correspond to the fair values.

19 Provisions

Provisions for Guarantee Restructuring Other Total Total


long-term provisions provisions provisions 2015 2014
employee
benefits

in 1 000 EUR

Provisions as at
1 January 3 767 2 594 420 8 230 15 011 15 548
Change in scope
of consolidation 76 76 6
Translation
differences 36 14 14 64 229
Usage – 650 – 989 – 32 – 6 163 – 7 834 – 7 777
Releases – 73 – 467 – 1 274 – 1 814 – 1 811
Allocation 702 1 751 2 185 6 950 11 588 8 816
Provisions as at
31 December 3 858 2 903 2 573 7 757 17 091 15 011
Due within 1 year 614 2 813 2 225 6 608 12 260 11 034
Due after 1 year 3 244 90 348 1 149 4 831 3 977

The provisions for long-term employee benefits relate to agreements providing for part-time work for older employ-
ees in Germany, statutory retirement pay in Italy (“Trattamento Fine Rapporto”) and provisions for length-of-service
awards under IAS 19.

The restructuring costs mainly comprise costs for the adjustment of production capacity in North Africa as well as the
costs of closing down the Obergünzburg site in Germany with the aim of streamlining membrane keyboard produc-
tion processes and making optimal use of capacity at the production facility in Hungary. Also included are the costs of
redundancies resulting from the merging of functions in the Power Quality product area.

Other provisions include provisions for short-term payments to employees (e.g. indemnities not related to restructur-
ing, and salary bonuses) totalling EUR 5.6 million (previous year EUR 5.5 million), a provision of EUR 0.4 million to cover
the remaining term of a lease following the closure of the Obergünzburg site, as well as provisions for litigation risks,
impending losses and other conceivable risks from contractual or constructive obligations. In the previous year, this in-
cludes a provision of EUR 0.8 million for legal costs in connection with patent disputes.
120  Phoenix Mecano Group  Consolidated financial statements 2015

20  Pension obligations


The Phoenix Mecano Group operates a number of pension plans for employees in Switzerland and elsewhere, which
meet the relevant criteria for inclusion. These include both defined benefit and defined contribution plans, which
cover the Group employees in question against death, disability and retirement risks.

Defined contribution pension plans In some countries, the Phoenix Mecano Group operates pension plans which
qualify as defined contribution pension plans under the terms of IAS 19. Some of these plans also include employee
contributions. These contributions are normally deducted from the monthly salary and transferred to the pension
plan. Apart from paying the contributions and transferring the employee and employer contributions, there are not
currently any further obligations on the part of the employer.

Defined benefit pension plans The main plans relate to Switzerland and Germany.

Swiss pension plan The Group operates a pension plan for employees in Switzerland with a BVG-Sammelstiftung
(collective foundation providing basic insurance as well as supplementary insurance for senior managers). This is fully
reinsured by an insurance company.

The senior management body of this collective foundation is the Foundation Board, which comprises an equal num-
ber of employee and employer representatives from the member companies. The Foundation Board is required by
law and the pension plan regulations to act solely in the interests of the foundation and its beneficiaries (active in-
sured persons and pension recipients). The employer cannot therefore determine the benefits and financing unilat-
erally. Decisions are taken jointly by the employee and employer representatives. The Foundation Board is responsible
for changes to the pension plan regulations and in particular for determining the financing of pension benefits. The
foundation is regulated by the Foundation Supervisory Authority of the Canton of Zurich.

Pension payments are based on retirement savings, to which annual retirement credits and interest are added (neg-
ative interest is not possible). When an employee with basic insurance retires, they can choose between a lifetime an-
nuity or a lump-sum payment; the managerial insurance takes the form of a lump-sum payment. The annuity is
calculated by multiplying the retirement savings by the current conversion rate. In addition to retirement benefits,
pension benefits also include disability and partner’s pensions. These are calculated as a percentage of the insured
annual salary or old-age pension. The insured can also make additional payments to improve their pension up to the
maximum set by the regulations or withdraw money early to buy a residential property for their own use. If the em-
ployee leaves the company, the retirement savings are transferred to the pension fund of their new employer or to a
vested benefits foundation. Benefits are financed through savings and risk contributions paid by the employer and
employee. The savings contributions are determined by the Administrative Board consisting of employer and em-
ployee representatives. The risk contributions may be adjusted periodically by the insurance company. The employer
makes at least 50% of the necessary contributions.
Consolidated financial statements 2015  Phoenix Mecano Group  121

In setting benefits, the minimum requirements of the Swiss Federal Act on Occupational Old Age, Survivors’ and
Invalidity Pension Provision (OPA) and its implementing provisions must be observed. The OPA stipulates the min-
imum wage to be insured and the minimum retirement credits. The minimum interest rate to be applied to these
minimum retirement savings is determined by the Swiss Federal Council at least every two years. In 2015 it was
1.75% (2014: 1.75%).

The terms and conditions of the pension plan and the statutory provisions of the OPA give rise to actuarial risks such
as investment risk, interest rate risk, disability risk and longevity risk, which are reinsured by a life insurance company.
As long as affiliation to the foundation continues, there is no possibility of underfunding. However, the collective
foundation could terminate the affiliation contract, in which case the Phoenix Mecano Group would have to join an-
other occupational pension fund.

The pension assets are not invested by the collective foundation itself but by the insurance company. The pension
plan assets therefore consist solely of a receivable due from the insurance company.

German pension plan There are personal defined benefit pension plans for individual pensioners, departed and still
active employees (mainly executives). No new commitments are being entered into (except in the case of pension
plans taken over through acquisitions). In principle, entitlement to pension benefits arises on the grounds of old age,
disability or death. Payments take the form of lifetime annuities or in some cases lump-sum payments, depending on
the relevant pension regulations. Survivors are entitled to a percentage of the annuity at the time of the beneficiary’s
death. In principle, as regards the amount of the annuity payment, pension plans are fixed or dependent on the stat-
utory contribution assessment ceiling at the time the insured event occurs. In one case, benefits are dependent on
the development of salaries for civil servants. The plans do not have separate plan assets, which means there are no
minimum funding requirements. The pension benefits are financed by the employer. In the event that an employee
leaves the company before a pension benefit becomes payable, they retain their entitlements to pension payments
in accordance with legal requirements. Of the 12 persons entitled to pension benefits, 10 had vested benefits as at
the balance sheet date.

The terms and conditions of the pension plans and the statutory provisions expose the employer to actuarial risks.
The main risks are longevity risk, interest rate risk and the risk of inflation compensation for individual pensions as
well as risks associated with the development of civil servant salaries or the contribution assessment ceiling for stat-
utory pension insurance in Germany.
122  Phoenix Mecano Group  Consolidated financial statements 2015

Financial position of defined 31.12.2015 31.12.2014


benefit pension plans as at Switzer- Germany Total Switzerland Germany Total
31 December 2015 and 2014 land
in 1 000 EUR

PRESENT VALUE OF DEFINED


BENEFIT OBLIGATIONS
As at 1 January 21 767 6 193 27 960 17 139 5 215 22 354
Service costs 1 138 55 1 193 779 45 824
Employee contributions 750 0 750 658 0 658
Interest expense 305 117 422 342 153 495
Capital 958 0 958 1 026 0 1 026
Pension payments – 2 144 – 236 – 2 380 – 1 004 – 243 – 1 247
Actuarial (gains) / losses 2 125 – 708 1 417 2 468 1 023 3 491
Plan amendments – 141 0 – 141 0 0 0
Translation differences 2 319 0 2 319 359 0 359
As at 31 December 27 077 5 421 32 498 21 767 6 193 27 960
FAIR VALUE OF PLAN
ASSETS (SWITZERLAND)
As at 1 January 15 892 13 860
Interest income 224 280
Employer contributions 851 746
Employee contributions 750 658
Capital 958 1 026
Pension payments – 2 144 – 1 004
Income from plan assets excluding interest income 426 35
Translation differences 1 723 291
As at 31 December 18 680 15 892
NET BALANCE SHEET VALUE OF PENSION
OBLIGATIONS (SWITZERLAND AND GERMANY)
Present value of defined benefit obligations – 32 498 – 27 960
Fair value of plan assets 18 680 15 892
Balance sheet value – 13 818 – 12 068

Table continued on page 123


Consolidated financial statements 2015  Phoenix Mecano Group  123

Financial position of defined 31.12.2015 31.12.2014


benefit pension plans as at Total Total
31 December 2015 and 2014
in 1 000 EUR

THE NET PENSION OBLIGATION HAS DEVELOPED AS


FOLLOWS (SWITZERLAND AND GERMANY)
As at 1 January – 12 068 – 8 494
Total expenses recognised in the statement of income – 1 250 – 1 039
Total expenses recognised in other comprehensive income – 991 – 3 456
Pension payments 236 243
Employer contributions 851 746
Translation differences – 596 – 68
As at 31 December – 13 818 – 12 068
Weighted average duration of pension obligations (in years) 16,8 16,4
PENSION EXPENSE (SWITZERLAND AND GERMANY)
Service costs 1 193 824
Net interest expenses 198 215
Plan amendments – 141 0
Pension expense for defined benefit plans 1 250 1 039
Pension expense for defined contribution plans 719 658
Pension expense 1 969 1 697
THE EXPENSES RECOGNISED IN OTHER COMPREHENSIVE INCOME
BROKE DOWN AS FOLLOWS (SWITZERLAND AND GERMANY)
(Gains) / losses from changed financial assumptions 1 973 3 088
(Gains) / losses from changed demographic assumptions 0 0
Experience (gains) / losses – 556 403
Income from plan assets excluding amounts contained in interest income – 426 – 35
(Income) / expenses in other comprehensive income 991 3 456

Actuarial assumptions 31.12.2015 31.12.2014


Total Total
in %

Discount rate Switzerland 0.60 1.25


Discount rate Germany 2.10 1.75
Interest rate payable on retirement savings in Switzerland 1.40 1.75
Expected rate of salary increase Switzerland 1.5 1.5
Expected rate of salary increase Germany 2.5 2.5
Expected rate of pension increase Germany 1.5 1.5
Life expectancy Switzerland OPA 2010 OPA 2010
generation generation
table table
124  Phoenix Mecano Group  Consolidated financial statements 2015

The expected outflow of funds for employer contributions from defined benefit plans in 2016 is EUR 0.8 million.

The increase in actuarial losses is mainly due to the reduction in the discount rate in Switzerland.

Sensitivities The discount rate, the assumption concerning future wage increases and the interest rate applied to
retirement savings are the main factors involved in calculating the present value of the pension obligation. A change
in the assumptions of +0.25% or – 0.25% would have the following impact on the present value of the defined
benefit obligations:

Sensitivities as at 31 December 2015 31.12.2015 31.12.2015


+ 0.25% –  0.25%
Effect on DBO Effect on DBO
in %

Discount rate Switzerland – 4.1 4.6


Discount rate Germany – 3.4 3.6
Interest rate payable on retirement savings in Switzerland 4.1 – 4.6
Future salary increases Switzerland 0.2 – 0.2
Future pension increase Germany 3.1 – 1.8
Increase in life expectancy Switzerland ( +  /  – 1 year) 1.7 – 1.6

Sensitivities as at 31 December 2014 31.12.2014 31.12.2014


+ 0.25% –  0.25%
Effect on DBO Effect on DBO
in %

Discount rate Switzerland – 3.9 + 4.5


Discount rate Germany – 3.3 + 3.4
Interest rate payable on retirement savings in Switzerland + 3.9 – 4.5
Future salary increases Switzerland + 0.2 – 0.2
Future pension increase Germany + 2.9 – 2.8
Increase in life expectancy Switzerland ( +  /  – 1 year) + 1.5 – 1.3

The above sensitivity calculations are based on one assumption changing while the other assumptions remain the
same. In practice, however, there are certain correlations between the individual assumptions. The method used
to calculate the sensitivities is the same as that used to calculate the pension obligations recognised on the balance
sheet date.
Consolidated financial statements 2015  Phoenix Mecano Group  125

21  Deferred Tax

2015 2014
in 1 000 EUR

DEFERRED TAX ASSETS


– Non-current assets 753 400
– Inventories 2 126 2 017
– Receivables 332 293
– Provisions 2 857 2 382
– Other 680 587
Deferred tax assets 6 748 5 679
Deferred tax on losses carried forward 1 286 1 324
Total deferred tax assets 8 034 7 003
Netting with deferred tax liabilities –2 722 – 2 438
Balance sheet value 5 312 4 565
DEFERRED TAX LIABILITIES
– Non-current assets –6 147 – 7 861
– Inventories –583 – 1 113
– Receivables –57 – 95
– Provisions –81 – 158
– Other –82 – 55
Total deferred tax liabilities –6 950 – 9 282
Netting with deferred tax assets 2 722 2 438
Balance sheet value –4 228 – 6 844
Net position deferred tax 1 084 – 2 279
TREND OF DEFERRED TAX
As at 1 January –2 279 – 1 149
Changes of tax rate recognised in the statement of income –184 93
Translation differences 101 119
Change in scope of consolidation –359 – 4 111

Reduction / (increase) in value adjustments on actuarial gains


and losses from IAS 19, not affecting income 75 724
Change in temporary differences recognised in the statement of income 3 730 2 045
As at 31 December 1 084 – 2 279

Table continued on page 126


126  Phoenix Mecano Group  Consolidated financial statements 2015

2015 2014
in 1 000 EUR

NON-CAPITALISED TAX LOSSES CARRIED FORWARD


1–2 years 370 0
2–3 years 843 370
3–4 years 1 681 857
4–5 years 597 893
Over 5 years 50 777 47 553
Total 54 268 49 673
VALUATION DIFFERENCES ON WHICH NO DEFERRED TAXES WERE CAPITALISED
Non-current assets 932 820
Inventories 1 350 1 675
Receivables 57 69
Provisions 448 1 511
Other 128 208
Total 2 915 4 283

Due to uncertainties regarding the usability of tax losses carried forward totalling EUR 54.3 million (previous year
EUR 49.7 million), no deferred tax assets were recorded on this amount. Of the tax losses carried forward which
expire after five years, EUR 17.3 million (previous year EUR 26.1 million) expire within 20 years. The remaining losses
can be carried forward for an indefinite period.

No deferred tax liabilities were recorded on temporary differences on investments in fully consolidated companies
totalling EUR 61,7 million (previous year EUR 76.2 million).

22  Trade payables

2015 2014
in 1 000 EUR

Trade payables 32 160 28 704


Balance sheet value 32 160 28 704
BY CURRENCY
CHF 1 108 1 110
EUR 8 505 9 560
USD 4 326 3 658
HUF 316 247
CNY 14 870 11 526
Other currencies 3 035 2 603
Balance sheet value 32 160 28 704
Consolidated financial statements 2015  Phoenix Mecano Group  127

23  Short-term financial liabilities


2015 2014
in 1 000 EUR Note No.

Liabilities to financial institutions 31 971 27 007


Other 132 45
Current portion of:
– Liabilities from financial leasing 16 32 32
– Long-term financial liabilities 17 9 585 10 071
Balance sheet value 41 720 37 155
BY CURRENCY
CHF 12 554 13 729
EUR 17 853 15 583
USD 10 022 7 437
CNY 865 381
Other currencies 426 25
Balance sheet value 41 720 37 155
BY MATURITY
in < 3 months 32 649 27 520
in 3 – 6 months 5 716 4 650
in 6 – 12 months 3 355 4 985
Balance sheet value 41 720 37 155
INTEREST RATES
CHF 1.2% 1.2 %
EUR 1.0% 1.4 %
USD 1.9% 1.7 %
CNY 4.9% 4.8 %
Other currencies 11.5% 6.0 %

24  Other liabilities

2015 2014
in 1 000 EUR

Social security liabilities 1 733 1 853


Liabilities to employees 6 689 6 328
Liabilities arising from VAT and other taxes 4 864 4 383
Advance payments on orders 4 654 2 871
Other 1 954 1 557
Balance sheet value 19 894 16 992
128  Phoenix Mecano Group  Consolidated financial statements 2015

25  Categories of financial instruments


As at 31 December 2015 and 31 December 2014, the book values of financial assets and liabilities (including long-
term fixed-interest financial liabilities), as shown below, correspond approximately to the IFRS fair value. The fair
value of long-term financial liabilities is EUR 0.7 million (previous year EUR 1.1 million) higher than the book value.
It corresponds to the present value of the estimated future cash flows based on the terms and maturities of each
individual contract, discounted at a market interest rate as at the measurement date (this corresponds to Level 2 of
the hierarchy classification explained below).

2015 2014
in 1 000 EUR Note No.

Other financial assets (excluding investments) 7 238 143


Trade receivables 9 70 727 62 208
Other receivables (excluding VAT and other taxes
and advance payments for inventories) 10 1 893 3 178
Cash and cash equivalents (excluding cash on hand) 12 41 635 44 076
Loans and receivables 114 493 109 605
Current securities 11 4 144 4 711
Available-for-sale financial assets 4 144 4 711
Contingent variable purchase price payment on acquisitions 7 1 562 0
Derivative financial instruments (not used for hedging) 18 269 85
Financial assets at fair value through profit or loss 1 831 85
Liabilities from financial leasing 16 – 98 – 131
Financial liabilities (excluding residual purchase price liabilities) 17, 23 – 66 588 – 57 430
Trade payables 22 – 32 160 – 28 704
Other liabilities (excluding social security, employees, VAT
and other taxes and advance payments on orders) 24 – 1 954 – 1 557
Liabilities at amortised cost – 100 800 – 87 822
Derivative financial instruments (not used for hedging) 18 –  461 – 636
Residual purchase price liabilities from acquisitions 17 – 3 864 – 3 823
Financial liabilities at fair value through profit or loss – 4 325 – 4 459
Consolidated financial statements 2015  Phoenix Mecano Group  129

The following table classifies the financial assets and liabilities measured at market value according to the three
levels of the fair value hierarchy:

2015 2014 Hierarchy


in 1 000 EUR Note No.

FINANCIAL ASSETS MEASURED AT MARKET VALUE


Current securities 11 4 144 4 711 Level 1
Derivative financial instruments 18 269 85 Level 2

Contingent variable purchase price


payment on acquisitions 7 1 562 0 Level 3
Total 5 975 4 796
FINANCIAL LIABILITIES MEASURED AT MARKET VALUE
Derivative financial instruments 18 – 461 – 636 Level 2
Residual purchase price liabilities from acquisitions 17 – 3 864 – 3 823 Level 3
Total – 4 325 – 4 459

The levels of the fair value hierarchy and their application with respect to the relevant assets and liabilities are de-
scribed as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities
Level 2: Directly or indirectly observable information other than quoted market prices
Level 3: Information re assets and liabilities which is not based on observable market data.

Level 2 financial instruments consist solely of interest rate swaps and forward exchange transactions. The fair value
corresponds to the present value of the estimated future cash flows based on the terms and maturities of each indi-
vidual contract, discounted at a market interest rate as at the measurement date.

The following table provides an update on Level 3 financial liabilities:

2015 2014
in 1 000 EUR Note No.

As at 1 January 3 823 17 804


Currency differences 260 252
Usage – 415 – 14 211
Releases (Other financial income) 40 – 16 – 419
Interest expense 41 212 397
Balance as at 31 December 3 864 3 823
130  Phoenix Mecano Group  Consolidated financial statements 2015

The fair value of the residual purchase price liabilities is dependent on results (i.e. earnings) benchmarks, which are
based partly on target figures. The residual purchase price liabilities may alter owing to a change in exchange rates
(see note 27), a change in the interest rate, the addition of accrued interest or a change in the parameters for de-
termining the residual purchase price. If the relevant future results were 10% greater, the residual purchase price
liability would increase by EUR 0.2 million, assuming all other variables remained constant.

The usage of EUR 0.4 million (previous year EUR 14.2 million) relates to a payment as part of the existing residual
purchase price liability (call and put agreement on existing minority interest) from the 2010 acquisition of Okin Re-
fined Electric Technology Co., Ltd.

The following table provides an update on Level 3 financial assets:

2015 2014
in 1 000 EUR Note No.

As at 1 January 0 0
Addition 6,7 1 500 0
Currency differences 62 0
As at 31 December 1 562 0

The fair value of the contingent variable purchase price payment is dependent on future results (i.e. earnings) bench-
marks. This contingent variable purchase price payment may alter owing to a change in exchange rates or a change
in operating cash flow. If the relevant future results were 10% greater, the fair value would decrease by EUR 0.1
million, assuming the exchange rate remained unchanged.

26  Risk management


The Board of Directors of Phoenix Mecano AG has ultimate responsibility for risk management. To this end it set
up the Internal Auditing Department, which is responsible for developing and monitoring compliance with risk
management principles. The Internal Auditing Department reports regularly to the Audit Committee of the Phoe-
nix Mecano AG Board of Directors.

The risk management principles that have been established are geared towards identifying and analysing the risks
to which the Group is exposed, developing checks and balances and monitoring risks. The risk management prin-
ciples and the processes associated with them are regularly reviewed to take account of changes in market condi-
tions and the Group’s activities.

27  Financial risk management


General The Phoenix Mecano Group is exposed to various financial risks through its business activities, namely
credit risk, market risk (i.e. currency and interest rate risks) and liquidity risk. Currency and interest rate risks are
managed centrally at Group level. Derivative financial instruments, of which only limited use is made – almost ex-
clusively for hedging purposes – are also controlled centrally. In view of this centralised currency management, ex-
change rate differences are shown in the financial result.
Consolidated financial statements 2015  Phoenix Mecano Group  131

The management of non-essential cash and cash equivalents and the Group’s financing is also centrally controlled.

The Phoenix Mecano Group invests in securities. The investment instruments it uses are bonds, bond funds, shares
and equity funds. These investments are diversified and internal limits are applied to individual investment catego-
ries. The investments are conducted principally in EUR.

The following sections give an overview of specific financial risks, their magnitude, the aims, principles and pro-
cesses involved in measuring, monitoring and hedging them, and the Group’s capital management.

Credit risk Credit risk is the risk of incurring financial loss when a counterparty to a financial instrument fails to
meet its contractual obligations. Credit risks are most likely to be associated with long-term loans, trade receiva-
bles and investments in debt securities (e.g. bonds) and cash or cash equivalents. The Group minimises the credit
risk associated with cash and cash equivalents by only doing business with reputable financial institutions and by
dealing with a range of such institutions rather than just one. Investments in debt securities must be investment
grade (this usually means a rating of at least BBB). They are suitably diversified in order to minimise risk.

To reduce the risk associated with trade receivables, customers are subject to internal credit limits. Because the
customer structure varies from one division to the next, there are no general credit limits applying throughout the
Phoenix Mecano Group. Creditworthiness is reviewed regularly according to internal guidelines. Credit limits are
set based on financial situation, previous experience and other factors. The Group’s extensive customer base, which
covers a variety of regions and sectors, means that the credit risk on receivables is limited. There are no cluster risks
(i.e. no single receivable accounts for more than 10% of the total).

The maximum credit risk on financial instruments corresponds to the book values of the individual financial assets.
There are no guarantees or similar obligations that could cause the risk to exceed book values. The maximum credit
risk on the balance sheet date was as follows:

2015 2014
in 1 000 EUR Note No.

Other financial assets (excluding investments) 7 1 800 143


Derivative financial instruments 18 269 85
Trade receivables 9 70 727 62 208
Other receivables (excluding VAT and other taxes
and advance payments for inventories) 10 1 893 3 178
Current securities 11 4 144 4 711
Cash and cash equivalents (excluding cash on hand) 12 41 635 44 076
Total 120 468 114 401
132  Phoenix Mecano Group  Consolidated financial statements 2015

Liquidity risk Liquidity risk is the risk that the Phoenix Mecano Group will be unable to meet its financial obli-
gations when these become due.

The Phoenix Mecano Group monitors its liquidity risk by means of careful liquidity management. In so doing, its
guiding principle is to make available a cash reserve exceeding daily and monthly operational funding requirements.
Given the dynamic business environment in which it operates, the Group’s aim is to preserve the necessary flexi-
bility of financing by ensuring that it has sufficient unused credit lines with financial institutions and
retains its ability to procure funds on the capital market. The credit lines are divided up among several financial in-
stitutions. As at 31 December 2015, unused credit lines with major banks totalled EUR 67.6 million (previous year
EUR 77.4 million).

Maturity analysis as at 31 December 2015 and 2014

Maturity analysis as at Book Outflow of in < 3 in 3 – 6 in 6 – 12 in 1 – 5 in > 5


31 December 2015 value funds months months months years years

in 1 000 EUR

NON-DERIVATIVE FINANCIAL
INSTRUMENTS
Trade payables 32 160 – 32 160 – 32 058 – 99 – 3
Other liabilities
(excluding social security,
employees, VAT and
other taxes and advance
payments on orders) 1 954 –1 954 – 1 954
Financial liabilities
(excluding financial leasing) 70 420 – 72 050 – 32 794 – 5 875 –3 537 – 26 392 – 3 452
Liabilities from financial leasing
(long- and short-term) 130 –147 – 9 – 9 – 18 – 111
Total 104 664 – 106 311 – 66 815 – 5 983 – 3 558 – 26 503 – 3 452
DERIVATIVE FINANCIAL
INSTRUMENTS
Interest rate swap
classified as trading 245 –245 –245
Forward exchange trans-
action classified as trading –53
– Outflow of funds – 33 469 – 33 469
– Inflow of funds 33 522 33 522
Total 104 856 – 106 503 – 67 007 – 5 983 – 3 558  – 26 503 – 3 452
Consolidated financial statements 2015  Phoenix Mecano Group  133

Maturity analysis as at Book Outflow of in < 3 in 3 – 6 in 6 – 12 in 1 – 5 in > 5


31 December 2014 value funds months months months years years

in 1 000 EUR

NON-DERIVATIVE FINANCIAL
INSTRUMENTS
Trade payables 28 704 –28 704 – 28 337 – 359 – 8
Other liabilities
(excluding social security,
employees, VAT and
other taxes and advance
payments on orders) 1 557 –1 557 –1 557
Financial liabilities
(excluding financial leasing) 61 221 – 63 202 – 27 643 –4 856 – 5 166 – 20 857 – 4 680
Liabilities from financial leasing
(long- and short-term) 163 – 182 – 10 – 10 – 19 – 143
Total 91 645 – 93 645 – 57 547 –  5 225 – 5 193 – 21 000 – 4 680
DERIVATIVE FINANCIAL
INSTRUMENTS
Interest rate swap
classified as trading 190 –190 – 190
Forward exchange trans-
action classified as trading 361
– Outflow of funds – 21 300 – 21 300
– Inflow of funds 20 939 20 939
Total 92 196 – 94 196 – 58 098 – 5 225 – 5 193 – 21 000 – 4 680

Contingent liabilities (see note 29) represent a potential outflow of funds.

Market risk Market risk is the risk that changes in market prices such as exchange rates, interest rates and share
prices will have an effect on the earnings and fair value of the financial instruments held by Phoenix Mecano. The
aim of market risk management is to monitor and control such risks, thereby ensuring that they do not exceed a
certain level.

Currency risk Although it generates 49% of its sales in the euro area (previous year 52%) and a significant por-
tion of its expenditure is in EUR, the Phoenix Mecano Group operates internationally and is therefore exposed to
a foreign currency risk. Aside from EUR, transactions are conducted principally in CHF, USD, HUF and CNY. Foreign
currency risks arise from expected future transactions and from assets and liabilities recorded in the balance sheet,
where these are not in the functional currency of the respective Group company. To hedge such risks from ex-
pected future transactions, the Phoenix Mecano Group enters into forward exchange contracts with reputable
counterparties as and when necessary, or uses foreign currency options. This hedging relates mainly to planned ex-
penditure in local currency at production locations in Hungary and Romania and occasionally in USD, CHF, GBP,
CNY, INR and AUD, with hedges declining as a proportion of the planned currency exposure the further ahead the
transaction is due to take place. The extent of the items to be hedged is reviewed regularly. Such hedges cover a
maximum period of three years. The Group realises both income and expenditure in USD and aims to minimise the
resulting currency exposure primarily by means of operational measures (alignment of income and expenditure flows).
134  Phoenix Mecano Group  Consolidated financial statements 2015

Financing from financial institutions is mainly in EUR, CHF and USD and is recorded by Group companies in the rel-
evant functional currency. An exception to this are USD financing arrangements relating to Phoenix Mecano AG
and Phoenix Mecano Hong Kong Ltd. There are also residual purchase price liabilities from an acquisition in CNY
of a subsidiary that draws up its balance sheet in EUR.

The following tables set out currency risks associated with financial instruments, where the currency differs from
the functional currency of the Group company holding the instruments. The tables only include risks from posi-
tions in the consolidated financial statements (i.e. excluding positions between Group companies):

Currency risk as at 31 December 2015 EUR CHF USD HUF CNY


in 1 000 EUR

NON-DERIVATIVE FINANCIAL INSTRUMENTS


Trade receivables 2 355 0 2 886 63 0
Cash and cash equivalents 803 15 9 588 291 2
Trade payables – 234 – 15 – 1 985 – 316 0
Financial liabilities – 5 055 – 2 280
Net risk 2 924 0 5 435 38 – 2 278

Currency risk as at 31 December 2014 EUR CHF USD HUF CNY


in 1 000 EUR

NON-DERIVATIVE FINANCIAL INSTRUMENTS


Trade receivables 2 028 0 1 736 127 0
Cash and cash equivalents 482 16 4 030 282 4
Trade payables – 258 – 24 – 1 546 – 244 0
Financial liabilities – 4 543 – 2 044
Net risk 2 252 – 8 – 323 165 – 2 040

In relation to the above-mentioned currency risks and taking into account the forward exchange contracts open
on the balance sheet date (see note 18), the following sensitivity analysis for the main currency pairs shows how
the result of the period would be affected if the exchange rates were to alter by 10%. All other variables, in par-
ticular interest rates, are assumed to remain unchanged.
Consolidated financial statements 2015  Phoenix Mecano Group  135

Sensitivity analysis as at 31 December 2015 CHF / EUR CHF / USD EUR / USD EUR / HUF EUR / CNY USD / CNY EUR / RON
in 1 000 EUR

Change in result of the period (+ / –) 517 228 623 2 054 229 512 440

Sensitivity analysis as at 31 December 2014 CHF / EUR CHF / USD EUR / USD EUR / HUF EUR / CNY USD / CNY EUR / RON
in 1 000 EUR

Change in result of the period (+ / –) 35 245 32 1557 205 199 545

The increase in impact for the CHF / EUR and EUR / USD currency pairs is owing to forward exchange contracts
open on the balance sheet date in these currencies. The increased impact on the result of the period for the
USD / CNY currency pair is owing to increased cash and cash equivalents in USD at companies with CNY as their
functional currency.

The above sensitivity analysis is a consolidated view as at the balance sheet date. Significantly greater effects on
the statement of income may arise from price movements relating to ongoing foreign currency transactions dur-
ing the financial year. Currency risks also arise from intercompany receivables and liabilities, which are not taken
into account in the above sensitivity assessment.

Interest rate risk Interest rate risk is divided up into an interest cash flow risk, i.e. the risk that future interest pay-
ments will change due to fluctuations in the market interest rate, and an interest-related risk of a change in the
market value, i.e. the risk that the market value of a financial instrument will change due to fluctuations in the mar-
ket interest rate. The Group’s interest-bearing financial assets and liabilities are primarily cash and cash equivalents
and current securities, as well as liabilities to financial institutions. The Group uses interest rate options and swaps
to hedge and / or structure external debts.

Sensitivity analyses as at 31 December 2015 and 2014 The Phoenix Mecano Group is exposed to an interest
cash flow risk with respect to variable-rate liquid funds and variable-rate liabilities to financial institutions. If the
interest rates on variable-rate liabilities excluding fixed-term deposits had been 50 basis points higher or lower, the
result of the period for 2015 would have been EUR 0.1 million (previous year EUR 0.1 million) lower or higher, as-
suming all other variables had remained constant.

The impact on equity of a 50-basis-point change in interest rates, given the bonds classified as financial assets held
for sale at 31 December 2015 or 31 December 2014, would have been less than EUR 0.1 million, assuming all other
variables had remained constant.
136  Phoenix Mecano Group  Consolidated financial statements 2015

28  Capital management


The aims of capital management are to safeguard the Phoenix Mecano Group as a going concern, thereby en-
suring continued income for shareholders and providing other stakeholders with the benefits to which they are
entitled. In addition, the Group seeks to preserve scope for future growth and acquisitions by means of conserv-
ative financing.

To this end, the Group aims to maintain a long-term equity ratio of at least 40%. The dividend policy of the Phoe-
nix Mecano Group specifies a payout ratio of 40–50% of sustainable net profit. Capital increases should be avoided
as far as possible in order to prevent profit dilution. Where appropriate, the Group uses share buy-backs as a means
of adjusting its capital structure and reducing capital costs.

The Phoenix Mecano Group monitors its capital management based on its gearing, i.e. the ratio of net indebted-
ness to equity. Net indebtedness consists of total interest-bearing liabilities (including residual purchase price lia-
bilities from acquisitions) less current securities and cash and cash equivalents.

Net indebtedness as at 31 December 2015 and 31 December 2014 was as follows:

2015 2014
in 1 000 EUR Note No.

Liabilities from financial leasing 16 98 131


Long-term financial liabilities 17 28 732 24 098
Short-term financial liabilities 23 41 720 37 155
Interest-bearing liabilities 70 550 61 384
less current securities 11 4 144 4 711
less cash and cash equivalents 12 41 951 44 185
Net indebtedness 24 455 12 488
Equity 262 626 267 470
Gearing 9.3% 4.7%

29  Contingent liabilities

2015 2014
in 1 000 EUR

Sureties and guarantees 1088 1 098


Commitments from bills of exchange 43 51
Total 1 131 1 149
Consolidated financial statements 2015  Phoenix Mecano Group  137

30  Commitments to purchase tangible assets


The purchase commitment for tangible assets as at 31 December 2015 was EUR 5.6 million (previous year EUR
2.7 million).

31  Operating leases, rent and leasehold rent

2015 2014
in 1 000 EUR

Minimum commitments due within 1 year 3 949 3 526


Minimum commitments due within 1 – 5 years 6 197 6 572
Minimum commitments due after 5 years 5 105 4 934
Minimum operating leasing, rent and
leasehold rent commitments 15 251 15 032
Minimum claims due within 1 year 146 90
Minimum claims due within 1 – 5 years 0 0
Minimum claims from rent  / leasehold rent 146 90

The operating leasing, rent and leasehold rent commitments consist almost exclusively of commitments for leased
premises and floor space (long-term lease). The claims consist mainly of the leased investment property in Brazil.

32  Sales revenue

2015 2014
in 1 000 EUR

Gross sales 559 806 505 621


Revenue reductions – 5 344 – 5 272
Sales revenue (Net Sales) 554 462 500 349

Gross sales rose by 10.7% compared with the previous year (previous year 1.0%). Differences in foreign exchange
rates and changes to the scope of consolidation affected gross sales by +5.2% and +1.0% respectively (previous
year – 0.3% and +1.0% respectively).
138  Phoenix Mecano Group  Consolidated financial statements 2015

33  Other operating income

2015 2014
in 1 000 EUR

Reimbursement from insurance 155 114


Gains on the disposal of intangible and tangible assets 213 352
Goverment subsidies 803 597
Other 2 812 2 446
Total 3 983 3 509

34  Cost of materials

2015 2014
in 1 000 EUR

Cost of raw and ancillary materials, merchandise


for resale and external services 250 275 214 297
Incidental acquisition costs 8 658 8 008
Total 258 933 222 305

Value adjustments and losses on inventories are posted under Other operating expenses (see note 39).

35  Personnel expenses

2015 2014
in 1 000 EUR

Wages and salaries 141 221 129 311


Social costs 27 380 25 396
Supplementary staff costs 7 905 6 421
Total 176 506 161 128

36  Amortisation of intangible assets

2015 2014
in 1 000 EUR

Concessions, licences, similar rights and assets 7 863 6 676


Development services 481 433
Total 8 344 7 109
Consolidated financial statements 2015  Phoenix Mecano Group  139

37  Depreciation on tangible assets

2015 2014
in 1 000 EUR

Investment properties 19 23
Land and buildings 3 442 3 197
Machinery and equipment 14 340 13 106
Total 17 801 16 326

38  Impairment of intangible and tangible assets

2015 2014
in 1 000 EUR Note No.

Impairment losses on goodwill 3 7 185 0


Impairment losses on other intangible assets 4 1 960 178
Impairment losses on tangible assets 5 2 066 0
Total 11 211 178

39  Other operating expenses

2015 2014
in 1 000 EUR Note No.

External development costs 1 100 1 125


Establishment expenses 22 802 22 351
Rent, leasehold rent, leases 5 006 4 111
Administration expenses 9 222 9 686
Advertising expenses 4 613 4 030
Sales expenses 17 963 16 513
Losses from the disposal of intangible and tangible assets 299 347
Losses and value adjustments on inventories 8 3 827 4 682
Capital and other taxes 1 492 1 346
Other 6 257 3 699
Total 72 581 67 890

Total research and development costs, including internal costs, amounted to EUR 10.4 million (previous year
EUR 8.1 million).
140  Phoenix Mecano Group  Consolidated financial statements 2015

40  Financial income

2015 2014
in 1 000 EUR Note No.

Interest income from third parties 489 489


Gain from financial instruments at fair value
through profit or loss (trading derivative) 18 551 190
Exchange rate gains 3 469 2 704
Other financial income 71 449
Total 4 580 3 832

In the previous year, other financial income includes the adjustment (recognised in the statement of income) of re-
sidual purchase price liabilities from acquisitions totalling EUR 0.4 million.

41  Financial expenses

2015 2014
in 1 000 EUR Note No.

Interest expense 1 189 1 128


Interest expense for accrued interest on
residual purchase price liability 25 212 397
Loss from financial instruments at fair value
through profit or loss (trading derivative) 18 192 1 379
Exchange rate losses 4 425 1 132
Other financial expense 443 174
Total 6 461 4 210

Exchange rate losses include the impact of the scrapping of the minimum exchange rate of 1.20 Swiss francs per
euro on euro reserves and receivables of Group companies that draw up their accounts in CHF. The exchange rate
losses of Swiss companies totalled EUR 1.7 million in 2015.
Consolidated financial statements 2015  Phoenix Mecano Group  141

42  Income tax

2015 2014
in 1 000 EUR

Current income tax 9 679 11 181


Deferred tax – 3 546 – 2 138
Income tax 6 133 9 043
RECONCILIATION FROM THEORETICAL TO EFFECTIVE INCOME TAX
Result before tax 12 818 29 031
Theoretical income tax 2 804 6 788
Weighted income tax rate 21,9 23,4
Changes of tax rate deferred tax 184 – 93
Tax-free income – 912 – 848
Non-deductible expenses 3 660 1 641
Tax effect on losses in the reporting year 2 466 1 731
Tax effect of losses carried forward from previous years – 1 171 – 14
Income tax relating to other periods – 1 036 – 298
Other 138 136
Effective income tax 6 133 9 043
Effective income tax rate 47.8% 31.1%

The theoretical income taxes are derived from the weighted current local tax rates in the countries where the Phoe-
nix Mecano Group does business.

The increase in non-deductible expenses in 2015 was mainly owing to the write-down of goodwill (see note 3),
which is not subject to tax.

The income from income tax relating to other periods in 2015 was largely attributable to the retroactive granting
of a tax concession for 2014.
142  Phoenix Mecano Group  Consolidated financial statements 2015

43  Earnings per share

2015 2014

in 1 000 EUR

Result of the period attributable to shareholders


of the parent company 6 687 20 181

Number

NUMBER OF SHARES
Shares issued on 1 January 960 500 978 000
Capital reduction 0 – 17 500
Treasury shares (annual average) – 295 – 1 461
Shares outstanding 960 205 959 039
Basis for diluted earnings per share 960 205 959 039
Basis for undiluted earnings per share 960 205 959 039

44  Operating cash flow

2015 2014
in 1 000 EUR Note No.

Operating result 14 991 29 483


Amortisation of intangible assets 36 8 344 7 109
Depreciation on tangible assets 37 17 801 16 326
Impairment and reversal of impairment
losses on intangible and tangible assets 38 11 211 178
Operating cash flow 52 347 53 096

45  Free cash flow

2015 2014
in 1 000 EUR Note No.

Cash flow from operating activities 38 952 38 808


Purchases of intangible assets 4 – 3 223 – 2 401
Purchases of tangible assets 5 – 23 451 – 21 638
Disinvestments in intangible assets 11 1
Disinvestments in tangible assets 1 325 667
Free cash flow (before financial investments) 13 614 15 437
Consolidated financial statements 2015  Phoenix Mecano Group  143

46  Acquisitions of Group companies


The acquired assets and assumed liabilities break down as follows (provisional for 2015):

2015 2014
in 1 000 EUR

Other intangible assets 1 715 15 428


Tangible assets 290 816
Inventories 1 345 1 574
Trade receivables 1 439 683
Other current assets 58 374
Cash and cash equivalents 0 1 105
Deferred tax – 359 – 4 111
Other liabilities – 1 164 – 2 298
Identifiable net assets 3 324 13 571
Goodwill  from acquisitions 0 5 343
Purchase price paid in cash and cash equivalents – 3 324 – 18 914
Cash and cash equivalents acquired 0 1 105
Change in funds – 3 324 – 17 809

On 1 August 2015, the Phoenix Mecano Group acquired all of the shares in Wijdeven Inductive Solutions BV and its
parent company Wijdeven Power Holding BV, both based in the Netherlands. Wijdeven Inductive Solutions BV de-
velops and manufactures customised inductive systems such as 50Hz and high-frequency transformers, coils and
power supplies. Sales in 2014 totalled around EUR 7 million. Important applications and end users for its products
are found in the medical technology and aerospace industries as well as HVAC (Heating, Ventilation & Air Condition-
ing). As expected, the acquired receivables of EUR 1.4 million were paid in full at the time of acquisition. There is also
an agreement on contingent payments totalling EUR 1 million, which are not part of the purchase price. These pay-
ments fall due in the period up to 2019 and will be recognised as expense over this period. The acquired company
generated sales revenue with third parties of EUR 3.5 million in 2015 (post-acquisition). Its contribution to the Phoe-
nix Mecano Group’s result of the period was EUR – 0.4 million. Had the company been consolidated since 1 January
2015, sales revenue would have totalled EUR 563.8 million and consolidated result of the period EUR 6.4 million.

In the previous year, on 1 January 2014 the Phoenix Mecano Group acquired 100% of the shares in Hitec Special
Measuring Systems B.V., based in Almelo, the Netherlands, which was subsequently renamed PM Special Measuring
Systems B.V. and relocated to Enschede. The company is a niche player in the field of high-precision measuring sys-
tems for electrical current.

On 1 July 2014, the Phoenix Mecano Group acquired all shares in REDUR Messwandler GmbH, Merzenich (Germany).
REDUR is a manufacturer of instrument transformers for low-voltage applications and measurement transducers.
144  Phoenix Mecano Group  Consolidated financial statements 2015

The acquired companies generated sales revenue with third parties of EUR 4.3 million in 2014 (post-acquisition).
Their contribution to the Phoenix Mecano Group’s result of the period was EUR – 1.5 million. Had the companies
been consolidated since 1 January 2014, sales revenue in 2014 would have totalled EUR 507.2 million and consoli-
dated result of the period EUR 19.8 million.

47  Transactions with related parties

2015 2014
in 1 000 EUR

Chairman of the Board of Directors 244 215


Delegate of the Board of Directors 60 53
Other members of the Board of Directors 180 158
Remuneration of the Board of Directors 484 426
Remuneration of the management 1 500 1 684
Remuneration of the Board of Directors and management 1 984 2 110
Social security contributions 167 165
Pension obligations 166 143
Total remuneration of the Board of Directors and management 2 317 2 418

Transactions with associated companies are presented in notes 6, 9 and 22.

Detailed information on transactions with related parties is provided in the notes to the financial statements of
Phoenix Mecano AG on page 159 (see note 3.4).

No significant transactions with other related parties outside the scope of consolidation took place in 2015 or 2014.
Consolidated financial statements 2015  Phoenix Mecano Group  145

48  Events after the balance sheet date


No other events occurred between 31 December 2015 and 23 March 2016 that would alter the book values of
assets and liabilities or should be disclosed under this heading.

49  Approval of the consolidated financial statements


At its meeting on 23 March 2016, the Board of Directors of Phoenix Mecano AG released the 2015 consolidated fi-
nancial statements for publication. They will be submitted to the Shareholders’ General Meeting on 20 May 2016 with
a recommendation for their approval.

50  Dividend
The Board of Directors recommends to the Shareholders’ General Meeting of 20 May 2016 that a dividend of
CHF 15.00 per share (CHF is the statutory currency of Phoenix Mecano AG) be paid out (see Proposal for the
appropriation of retained earnings on page 162). The total outflow of funds is expected to be CHF 14.4 million.
The dividend paid out in 2015 was CHF 15.00 per share (previous year CHF 15.00). The outflow of funds in 2015
was CHF 14.4 million (previous year CHF 14.4 million).
146  Phoenix Mecano Group  Consolidated financial statements 2015

REPORT OF THE STATUTORY AUDITOR TO THE GENERAL MEETING OF


SHAREHOLDERS OF PHOENIX MECANO AG, STEIN AM RHEIN

Report of the Statutory Auditor on the Consolidated Financial Statements


As statutory auditor, we have audited the consolidated financial statements of Phoenix Mecano AG, presented on
pages 72 to 145, which comprise the comprise the consolidated balance sheet, consolidated statement of income,
consolidated statement of comprehensive income, consolidated statement of cash flow, consolidated statement of
changes in equity, and notes for the year ended 31 December 2015.

Board of Directors’ Responsibility


The board of directors is responsible for the preparation of the consolidated financial statements in accordance with
International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes de-
signing, implementing and maintaining an internal control system relevant to the preparation of consolidated finan-
cial 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 con-
ducted our audit in accordance with Swiss law and Swiss Auditing Standards as well as International Standards on
Auditing. Those standards require that we plan and perform the audit to obtain reasonable 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 consol-
idated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In mak-
ing those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and
fair presentation 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 the appropriateness of the accounting policies used and the rea-
sonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated finan-
cial 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 31 December 2015 give a true and fair view
of the financial position, the results of operations and the cash flows in accordance with International Financial Re-
porting Standards (IFRS) and comply with Swiss law.
Consolidated financial statements 2015  Phoenix Mecano Group  147

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 circumstances incompatible with
our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an inter-
nal control system exists, which has been designed for the preparation of consolidated financial statements accord-
ing to the instructions of the board of directors.

We recommend that the consolidated financial statements submitted to you be approved.

Zurich, 23 March 2016



Kurt Stocker Thomas Lehner
Licensed Audit Expert Licensed Audit Expert
Auditor in Charge

KPMG AG
148  Phoenix Mecano Group  Consolidated financial statements 2015

Five-year overview

2015 2014 2013 2012 2011


in 1 000 EUR

CONSOLIDATED BALANCE SHEET


Total assets 426 720 414 007 395 558 389 961  389 796 
Non-current assets 170 330 171 348 143 408 143 802 139 993
– in % of total assets 39.9 41.4 36.3 36.9 35.9 
– Tangible assets 120 777 116 110 108 310 104 593 100 717 

Current assets 256 390 242 659 252 150 246 159 249 803 


– in % of total assets 60.1 58.6 63.7 63.1 64.1 
– Inventories 122 838 117 844 109 908 110 271 131 989
– Cash and cash equivalents 41 951 44 185 60 409 62 824 43 500 
Equity 262 626 267 470 254 237 250 694 246 472
– in % of total assets 61.5 64.6 64.3 64.3 63.2
Liabilities 164 094 146 537 141 321 139 267 143 324
– in % of total assets 38.5 35.4 35.7 35.7 36.8
Net indebtedness / (Net liquidity) 24 455 12 488 – 1 548 715 17 326 
– in % of equity 9.3 4.7 – 0.3 7.0
CONSOLIDATED STATEMENT OF INCOME
Gross sales 559 806 505 621 500 550 500 461  529 755 
Sales revenue (net sales) 554 462 500 349 495 352 495 581 524 419
Total operating performance 560 367 504 419 500 114 501 429 524 938 
Personnel expenses 176 506 161 128 151 332 145 491 143 285 
Amortisation of intangible assets 8 344 7 109 5 296 6 063 5 679 
Depreciation on tangible assets 17 801 16 326 15 680 15 557 14 404 
Result before interest and
tax (operating result) 14 991 29 483 35 042 27 914 36 101 
Financial result – 2 173 – 452 – 3 264 – 1 252 – 4 297 
Result before tax 12 818 29 031 31 778 26 662 31 804 
Income tax 6 133 9 043 9 386 8 589  8 159 
Result of the period 6 685 19 988 22 392 18 073 23 645 
– in % of total assets 1.2 4.0 4.5 3.6 4.5
– in % of equity 2.5 7.5 8.8 7.2 9.6
CONSOLIDATED STATEMENT OF CASH FLOW
Cash flow from operating activities 38 952 38 808 42 349 62 148  44 617 
Cash used in investing activities – 33 285 – 38 814 – 19 369 – 28 109  – 23 815 
– Purchases of tangible and intangible assets 26 674 24 039 20 347 25 436 20 873
Cash flow from financing activities – 8 970 – 17 636 – 24 584 – 14 550  – 9 117 
Free cash flow 13 614 15 437 23 038  37 515  24 427
Financial statements 2015  Phoenix Mecano AG  149

PHOENIX MECANO AG 2015

FINANCIAL
STATEMENTS
150  Phoenix Mecano AG  Financial statements 2015

BALANCE SHEET AS AT 31 DECEMBER 2015

2015 2014
 in CHF Note No.

Assets
CURRENT ASSETS
Cash and cash equivalents 695 506 471 420
Other short-term receivables
– due from investments 2.1 3 817 304 7 818 614
– due from third parties 10 29
Total current assets 4 512 820 8 290 063
NON-CURRENT ASSETS
Financial assets
– Loans to investments 2.2 9 174 300 15 277 270
Investments
– Investments 2.3 178 417 261 170 581 862
– Value adjustment on investments – 3 500 000 – 3 500 000*
Total non-current assets 184 091 561 182 359 132
Total assets 188 604 381 190 649 195

* See note No. 4, p. 161


Financial statements 2015  Phoenix Mecano AG  151

BALANCE SHEET AS AT 31 DECEMBER 2015

2015 2014
 in CHF Note No.

Equity and liabilities


SHORT-TERM LIABILITIES
Other short-term liabilities
– Bank liabilities 2.4 17 082 500 17 485 000
– to investments 2.5 853 2 612 187
– to third parties 30 954 96 589
– to shareholders 1 329 1 280
Short-term provisions 2.6 1 157 650 2 376 100*
Deferred income 362 206 466 842
Total short-term liabilities 18 635 492 23 037 998
LONG-TERM LIABILITIES
Long-term interest-bearing liabilities 2.4 10 250 000 8 500 000
Total long-term liabilities 10 250 000 8 500 000
Total liabilities 28 885 492 31 537 998
EQUITY
Share capital 2.7 960 500 960 500
Statutory retained earnings
– General statutory retained earnings 2 500 000 2 500 000
Voluntary retained earnings
– Special reserves 2.8 90 559 724 91 234 916*
– Retained earnings 2.9
   Amount brought forward 51 235 467 52 419 799
   Net profit for the year 14 677 633 12 547 976
Treasury shares 2.10 – 214 435 – 551 994*
Total equity 159 718 889 159 111 197
Total equity and liabilities 188 604 381 190 649 195

* See note No. 4, p. 161


152  Phoenix Mecano AG  Financial statements 2015

STATEMENT OF INCOME 2015

  2014
2015
in CHF Note No.

Dividend income 2.11 17 385 952 14 179 014


Other financial income 2.12 1 028 006 1 225 785
Other operating income 2.13 2 155 442 005
Total income 18 416 113 15 846 804
Financial expenses 2.14 – 1 046 158 – 1 328 547
Administration expenses – 1 254 546 – 1 393 368
Other operating expenses 2.15 – 363 280 – 15 000*
Losses on investments 2.16 – 987 187 – 500 000*
Direct taxes – 87 309 – 61 913
Total expenses – 3 738 480 – 3 298 828
Net profit for the year 14 677 633 12 547 976

* See note No. 4, p. 161


Financial statements 2015  Phoenix Mecano AG  153

NOTES TO THE FINANCIAL STATEMENTS 2015


1  Details of the principles applied in the financial statements
First application of new financial reporting law
These financial statements have been drawn up in accordance with the provisions of Swiss financial reporting law
(Title 32 of the Swiss Code of Obligations). The key valuation principles applied, where not specified by law, are
described below.

2  Information, breakdowns and explanations relating to items on


the balance sheet and in the statement of income
2.1 Other short-term receivables from investments
This item comprises short-term financial receivables (including balances on clearing accounts) in CHF and EUR from
subsidiaries in Switzerland and abroad.

2.2 Loans to investments


This item includes long-term loans in CHF, EUR and USD to subsidiaries in Switzerland and abroad.
154  Phoenix Mecano AG  Financial statements 2015

2.3 Investments and the share of the capital and votes held
The following list shows all investments directly held by Phoenix Mecano AG:

Company Head office Activity

Phoenix Mecano Management AG Kloten, Switzerland Finance


Phoenix Mecano Technologies AG Stein am Rhein, Switzerland Finance
Phoenix Mecano Trading AG Stein am Rhein, Switzerland Purchasing
Phoenix Mecano Komponenten AG Stein am Rhein, Switzerland Production / Sales
Phoenix Mecano Finance Ltd. St. Helier, Channel Islands, GB Finance
PM International B.V. Doetinchem, The Netherlands Finance
AVS Phoenix Mecano GmbH Vienna, Austria Sales
Phoenix Mecano Inc. Frederick, USA Production / Sales
WIENER, Plein & Baus Corp. Springfield, USA Sales
Phoenix Mecano S. E. Asia Pte Ltd. Singapore Sales
Phoenix Mecano (India) Pvt. Ltd. Pune, India Production / Sales
Mecano Components (Shanghai) Co., Ltd. Shanghai, China Production / Sales
Shenzhen Elcom Co., Ltd. Shenzhen, China Production / Sales
Phoenix Mecano Hong Kong Ltd. Hong Kong, China Finance / Sales
Phoenix Mecano Mazaka A.S. Ankara, Turkey Sales
Phoenix Mecano Comercial e Técnica Ltda. Barueri, Brazil Sales
Phoenix Mecano Holding Ltda. Barueri, Brazil Finance
PM America Latina S.A. Montevideo, Uruguay Sales
Integrated Furniture Technologies Ltd. Cheltenham, UK Development
Phoenix Mecano Components (Taicang) Co. Ltd. Taicang City, China Production / Sales
Phoenix Mecano Maroc S.à.r.l. Tétouan, Morocco Production
Electroshield-C Babynino, Russia Production
Phoenix Mecano Elcom S.à.r.l. Zaghouane, Tunisia Production
Phoenix Mecano Hartu S.à.r.l. Ben Arous, Tunisia Production
Phoenix Mecano Digital Tunisie S.à.r.l. Bori-Cedria, Tunisia Production
Financial statements 2015  Phoenix Mecano AG  155

2015
2014
Currency Registered capital Investment Investment
in 1 000 in % in %

CHF 50 100 100


CHF 250 100 100
CHF 100 100 100
CHF 2 000 100 100
USD 1 969 100 100
EUR 4 500 100 100
EUR 40 1 1
USD 10 000 100 100
USD 100 100 100
SGD 1 000 75 75
INR 299 452 100 100
USD 3 925 100 100
CNY 8 000 100 100
EUR 5 000 100 100
TRY 430 2 2
BRL 7 601 100 100
BRL 1 062 1 1
UYU 200 100 0
GBP 1 85 85
USD 8 150 100 100
MAD 10 000 100 100
RUB 777 20 0
TND 500 25 25
TND 5 300 20 20
TND 100 20 20
156  Phoenix Mecano AG  Financial statements 2015

The CHF 6.3 million change in the balance sheet value compared with the previous year is owing to various capi-
tal increases totalling CHF 5.7 million, the acquisition of a 20% stake in Electroshield-C, the establishment of a
company in Uruguay and the liquidation of a company in Tunisia.

An overview of all directly and indirectly held investments is given on pages 98 – 101.

2.4 Bank loans / Bank liabilities


Loans from financial institutions exist in the following currencies and with the following maturities:

  2015 2014
in 1 000 CHF

BY CURRENCY
CHF 23 850 23 500
USD 3 483 2 485
Balance sheet value 27 333 25 985
BY MATURITY
in 1 year 17 083 17 485
in 2 years 3 750 4 750
in 3 years 6 500 3 750
Balance sheet value 27 333 25 985

2.5 Financial liabilities to investments


In the previous year, this item includes short-term financial liabilities (including liabilities on clearing accounts) in
CHF and EUR to subsidiaries in Switzerland and abroad.

2.6 Short-term provisions


This item comprises provisions to cover exchange rate risks totalling CHF 0.9 million (previous year CHF 2.1 million),
a provision of CHF 0.05 million for a legal dispute in Brazil (previous year CHF 0.1 million) and a provision for de-
rivative financial instrument risks totalling CHF 0.3 million (previous year CHF 0.2 million), used for structuring of
external debts.

2.7 Share capital


The share is divided into 960 500 bearer shares with a par value of CHF 1.00 each. In the previous year, pursuant
to the decision of the Shareholders’ General Meeting of 23 May 2014, the share capital was reduced from
CHF 978 000 to CHF 960 500 through the cancellation of 17 500 shares with a par value of CHF 1.00 each from
the 2012 / 2013 share buy-back programme, with effect from 26 August 2014.

2.8 Special reserves


The change in special reserve is attributable to the merger with Phoenix Mecano Beteiligungen AG.

2.9 Retained earnings


Financial year 2015 closed with a net profit for the year of CHF 14 677 633. The retained earnings brought forward
from the previous year totalled CHF 50 560 276. Taking into account the release of the reserve for treasury shares
Financial statements 2015  Phoenix Mecano AG  157

of CHF 675 192, the ordinary Shareholders’ General Meeting of 20 May 2016 has at its disposal retained earnings
totalling CHF 65 913 100. For the Board of Directors’ proposal regarding the appropriation of retained earnings,
see page 162.

2.10 Treasury shares


The following is an overview of the purchases and sales of treasury shares made during the reporting year at the
respective market value:

Share purchases Average price Share sales Average price


Number in CHF Number in CHF

January 362 426.44


February 282 446.94
March 616 471.64
June 94 448.35
July 140 439.53
October 140 439.91
December 111 442.96
Total year 485 442.13 1 260 453.13

No purchases or sales were made in the other months.

At the balance sheet date, the company owned a total of 485 treasury shares (previous year 1 260), which are booked
according to the strict lower-of-cost-or-market principle. These shares represent 0.05% of the overall share portfolio.

2.11 Dividend income


Dividend income comprises dividends paid by subsidiaries in Switzerland and abroad.

2.12 Other financial income


Other financial income includes earnings from interest and commissions and a release of the value adjustment on
treasury shares due to the sale of said shares.

2.13 Other operating income


Other operating income in the previous year mainly includes revenue from the sale of 15% of the shares in Integrated
Furniture Technologies Ltd.

2.14 Financial expense


This item comprises interest and securities expenses as well as a provision in the reporting year for derivative finan-
cial instrument risks totalling CHF 0.05 million (previous year CHF 0.1 million) and net exchange rate losses total-
ling CHF 0.3 million (exchange rate losses of CHF 4.1 million minus exchange rate gains of CHF 3.8 million, previous
year CHF 0.6 million).

2.15 Other operating expenses


Other operating expenses include a waiver of receivables due from a subsidiary.
158  Phoenix Mecano AG  Financial statements 2015

2.16 Loss on investments


The loss on investments in the reporting year arose from the liquidation of Hartu S.à.r.l. in Tunisia in the amount of
CHF 1.0 million. In the previous year, this investment was already subject to a value adjustment of CHF 0.5 million.

2.17 Net release of hidden reserves


In the reporting year, the statement of income contains a net release of hidden reserves totalling CHF 2.8 million.
In the previous year, no hidden reserves were released.

3  Other information required by law


3.1 Full-time positions
Phoenix Mecano AG has no employees.

3.2 Contingent liabilities

  2015 2014
in 1 000 CHF

Guarantees and letters of comfort 140 941 133 680

Contingent liabilities are given for subsidiaries, predominantly in favour of financial institutions. The actual book
value of Group company liabilities was CHF 39.9 million (previous year CHF 38.9 million).

In addition, Phoenix Mecano AG has entered into a joint guarantee with its Swiss subsidiaries for the purposes of
registration for Group VAT taxation.

3.3 Significant shareholders


As at the balance sheet date, significant shareholders held the following stakes in the share capital of Phoenix
Mecano AG:

Name Head office 2015 2014


in %

Planalto AG Luxembourg, Luxembourg 34.6* 34.6


Tweedy, Browne Global Value Fund
(A subdivision of Tweedy, Browne Fund Inc., New York, USA) New York, USA 5.5* 5.5*
J. Safra Sarasin Investmentfonds AG
(formerly Sarasin Investmentfonds AG) Basel, Switzerland 4.9 5.4*
UBS Fund Management (Switzerland) AG Basel, Switzerland <3 3.5*

* Stake not reported in the year indicated.

This information is based on notifications by the aforementioned shareholders.


Financial statements 2015  Phoenix Mecano AG  159

3.4 Compensation and shareholdings


Compensation paid to members of the Board of Directors and management:

The following compensation was paid by the Phoenix Mecano Group to serving corporate officers in 2015:

Position Fixed Variable Social security Total


remuneration remuneration and pension remuneration

2015

in 1 000 CHF

Chairman of the
Ulrich Hocker Board of Directors 261 20 281
Delegate of the
Benedikt A. Goldkamp Board of Directors 64 5 69
Dr Florian Ernst Board Member 64 5 69
Dr Martin Furrer Board Member 64 5 69
Beat Siegrist Board Member 64 5 69
Remuneration of the Board of Directors 517 0 40 557
Remuneration of the management 1 602 0 315 1 917
Remuneration of the Board of
Directors and management 2 119 0 356 2 475
Highest individual management salary:
Benedikt A. Goldkamp CEO 726 0 142 868

The following compensation was paid by the Phoenix Mecano Group to serving corporate officers in 2014:

Position Fixed Variable Social security Total


remuneration remuneration and pension remuneration

2014

in 1 000 CHF

Chairman of the
Ulrich Hocker Board of Directors 261 20 281
Delegate of the
Benedikt A. Goldkamp Board of Directors 64 11 75
Dr Florian Ernst Board Member 64 5 69
Dr Martin Furrer Board Member 64 5 69
Beat Siegrist Board Member 64 5 69
Remuneration of the Board of Directors 517 0 46 563
Remuneration of the management 1 600 446 328 2 374
Remuneration of the Board of
Directors and management 2 117 446 374 2 937
Highest individual management salary:
Benedikt A. Goldkamp CEO 726 248 145 1119
160  Phoenix Mecano AG  Financial statements 2015

The variable remuneration is based on individual employment contracts and annual bonus agreements. The amount
depends on the attainment of return-on-capital targets. It includes the variable compensation for the financial year
accounted for under (accrued) expenses in the relevant financial statements. For the most part, payments are made
subsequent to the balance sheet preparation; the variable remuneration actually paid may vary from the amounts
set aside.

Social security and pension comprises employer contributions to social security and staff pension funds as well as
allocations to pension provisions.

No compensation was paid in the reporting year or the previous year to former corporate officers who left the
company in previous years.

The members of the Board of Directors and of the management received no other compensation or fees for addi-
tional services to the Phoenix Mecano Group.

No loans / credit or securities were granted to members of the Board of Directors or the management or persons
related to them.

3.5 Auditors’ fees


The amount agreed for auditing the 2015 annual accounts was CHF 12 639 for the individual financial statements
and CHF 129 000 for the consolidated financial statements plus cash expenses of CHF 5 300.

3.6 Share ownership by members of the Board of Directors and


management and persons related to them

Name Position 31.12.2015 31.12.2014

Ulrich Hocker Chairman 8 898 8 798


Benedikt A. Goldkamp Delegate 1 865 1 865
Dr Florian Ernst Board Member 10 10
Dr Martin Furrer Board Member 100 100
Beat Siegrist Board Member 400 400
Shares held by the Board of Directors 11 273 11 173
Rochus Kobler Member 200 200
René Schäffeler Member 125 80
Shares held by the management 325 280

In addition, Planalto AG, Luxembourg, which is owned by the Goldkamp family, holds a 34.6% stake (previous
year 34.6%).

Related persons and companies are considered to be family members as well as any individuals or companies ca-
pable of being significantly influenced.
Financial statements 2015  Phoenix Mecano AG  161

Aside from the compensation paid to the Board of Directors and the management and the standard contributions
to pension funds, no significant transactions with related persons or companies took place.

3.7 Events after the balance sheet date


No other events occurred between 31 December 2015 and 23 March 2016 that would alter the book values of
Phoenix Mecano AG’s assets and liabilities or should be disclosed under this heading.

There are no further matters requiring disclosure under Article 959c of the Swiss Code of Obligations.

4  First application of new financial reporting law


For the first time, the 2015 financial statements have been drawn up in accordance with the provisions of Swiss fi-
nancial reporting law (Title 32 of the Swiss Code of Obligations). To ensure comparability, prior-year disclosures on
the balance sheet and statement of income have been adapted to the new classification rules. The balance sheet
and statement of income items concerned are marked with an asterisk (*).
162  Phoenix Mecano AG  Financial statements 2015

PROPOSAL FOR THE APPROPRIATION OF RETAINED EARNINGS


in CHF

Net income for the year 2015 14 677 633


Retained earnings brought forward 2014 50 560 275
Release of reserve for treasury shares 675 192
Retained earnings 65 913 100

The Board of Directors proposes to the Shareholders’ General Meeting that retained earnings should be
distributed as follows:

in CHF

Dividend of CHF 15.00 per share* 14 407 500


Carried forward to new account 51 505 600
Total 65 913 100
*
T otal dividends are calculated based on the 960 500 bearer shares. Dividends will not be paid on treasury shares
held by the company at the time of the payout.
Financial statements 2015  Phoenix Mecano AG  163
164  Phoenix Mecano AG  Financial statements 2015

REPORT OF THE STATUTORY AUDITOR TO THE GENERAL MEETING OF


SHAREHOLDERS OF PHOENIX MECANO AG, STEIN AM RHEIN

Report of the Statutory Auditor on the Financial Statements


As statutory auditor, we have audited the accompanying financial statements of Phoenix Mecano AG, present-
ed on pages 150 to 161, which comprise the balance sheet, income statement and notes for the year ended
31 December 2015.

Board of Directors’ Responsibility


The board of directors is responsible for the preparation of the financial statements in accordance with the re-
quirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, im-
plementing 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 responsi-
ble for selecting and applying appropriate accounting policies and making accounting estimates that are rea-
sonable in the circumstances.

Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our au-
dit 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 finan-
cial 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 assess-
ments, the auditor considers the internal control system relevant to the entity’s preparation of the financial state-
ments 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 evaluat-
ing the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as
well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements for the year ended 31 December 2015 comply with Swiss law and the com-
pany’s articles of incorporation.
Financial statements 2015  Phoenix Mecano AG  165

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 circumstances incompatible with
our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an in-
ternal 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 com-
pany’s articles of incorporation. We recommend that the financial statements submitted to you be approved.

Zurich, 23 March 2016


Kurt Stocker Thomas Lehner
Licensed Audit Expert Licensed Audit Expert
Auditor in Charge

KPMG AG
166  Addresses

ADDRESSES
FINANCE AND SERVICE COMPANIES ENCLOSURES MECHANICAL COMPONENTS ELCOM / EMS

SWITZERLAND GERMANY GERMANY GERMANY


Phoenix Mecano Management AG Bopla Gehäuse Systeme GmbH DewertOkin GmbH ATON Lichttechnik GmbH
Lindenstrasse 23 Borsigstrasse 17–25 Weststrasse 1 Am Schunkenhofe 7
CH-8302 Kloten D-32257 Bünde D-32278 Kirchlengern D-99848 Wutha-Farnroda
Phone +41 / 43 / 255 42 55 Phone +49 / 5223 / 969 0 Phone +49 / 5223 / 979 0 Phone +49 / 36921 / 20 10
Fax +41 / 43 / 255 42 56 Fax +49 / 5223 / 969 100 Fax +49 / 5223 / 751 82 Fax +49 / 36921 / 20 123
info@phoenix-mecano.com info@bopla.de info@dewertokin.de info@aton-lichttechnik.com
www.phoenix-mecano.com www.bopla.de www.dewertokin.de www.aton-lichttechnik.com

Phoenix Mecano Trading AG Kundisch GmbH + Co. KG RK Rose+Krieger GmbH Hartmann Codier GmbH
Hofwisenstrasse 6 Steinkirchring 56 Potsdamer Strasse 9 Industriestrasse 3
CH-8260 Stein am Rhein D-78056 Villingen-Schwenningen D-32423 Minden D-91083 Baiersdorf
Phone +41 / 52 / 742 75 22 Phone +49 / 7720 / 976 10 Phone +49 / 571 / 933 50 Phone +49 / 9133 / 779 30
Fax +41 / 52 / 742 75 95 Fax +49 / 7720 / 976 122 Fax +49 / 571 / 933 51 19 Fax +49 / 9133 /  779 355
pm.trading@phoenix-mecano.com info@kundisch.de info@rk-online.de info@hartmann-codier.de
www.kundisch.de www.rk-rose-krieger.com www.hartmann-codier.de
BRAZIL
Phoenix Mecano Holding Ltda. Rose Systemtechnik GmbH Hartmann Electronic GmbH
Alameda Caiapós, 657 – Tamboré Erbeweg 13–15 Motorstrasse 43
CEP 06460-110 Barueri - SP D-32457 Porta Westfalica D-70499 Stuttgart (Weilimdorf)
Phone +55 / 11 / 564 341 90 Phone +49 / 571 / 504 10 Phone +49 / 711 / 139 89 0
Fax +55 / 11 / 564 108 82 Fax +49 / 571 / 504 16 Fax +49 / 711 / 866 11 91
vendas@phoenix-mecano.com.br rose@rose-pw.de info@hartmann-electronic.com
www.phoenix-mecano.com.br www.rose-pw.de www.hartmann-electronic.com

GERMANY SeKure Ident GmbH Phoenix Mecano Digital


IFINA Im Höllbichl 7 Elektronik GmbH
Beteiligungsgesellschaft mbH D-82234 Wessling Am Schunkenhofe 7
Erbeweg 13–15 Phone +49 / 8372 / 980 38 09 D-99848 Wutha-Farnroda
D-32457 Porta Westfalica Fax +49 / 8372 / 980 38 11 Phone +49 / 36921 / 20 10
Phone +49 / 571 / 504 11 14 info@sekure-ident.de Fax +49 / 36921 / 20 123
Fax +49 / 571 / 504 171 14 www.der-plomben-shop.de info@pmde.de
www.pmde.de
HUNGARY
Phoenix Mecano Kecskemét Phoenix Mecano Power Quality
­Research and Development Kft. GmbH + Co. KG
Szent István körút 24 Auf der Struth 1
H-6000 Kecskemét D-61279 Grävenwiesbach
Phone +36 / 76 / 515 515 Phone +49 / 6086 / 961 40
Fax +36 / 76 / 414 560 Fax +49 / 6086 / 259
info@phoenix-mecano.hu info@hartu.de
www.phoenix-mecano.hu www.hartu.de

THE NETHERLANDS Platthaus GmbH


PM International B.V. Elektrotechnische Fabrik
Havenstraat 100 Max-Planck-Strasse 11–15
NL-7005 AG Doetinchem D-52477 Alsdorf
Phone +31 / 314 / 368 368 Phone +49 / 2404 / 90 540
Fax +31 / 314 / 368 378 Fax +49 / 2404 / 81 862
ger.hartman@phoenix-mecano.com info@platthaus.com
www.platthaus.com
UNITED KINGDOM
Integrated Furniture Plein & Baus GmbH
Technologies Ltd. Linde 18
Third Floor, 43–45 Promenade D-51399 Burscheid
Cheltenham Phone +49 / 2174 / 67 80
GB-Gloucestershire GL50 1PY Fax +49 / 2174 / 67 834
Phone +44 / 1242 / 24 40 42 sales@wiener-d.com
info@ift-limited.com www.wiener-d.com

Phoenix Mecano PTR Messtechnik GmbH + Co. KG


Finance Ltd. Gewerbehof 38
17 Bond Street D-59368 Werne
St. Helier, Jersey Phone +49 / 2389 / 798 80
GB-Channel Islands JE2 3NP Fax +49 / 2389 / 798 888
Phone +44 / 1534 / 732 299 info@ptr.eu
Fax +44 / 1534 / 725 376 www.ptr.eu
Addresses   167   

GROUP HEADQUARTERS, SWITZERLAND – Phoenix Mecano AG,


CH-8260 Stein am Rhein, Hofwisenstrasse 6, www.phoenix-mecano.com

PRODUCTION AND
SALES COMPANIES

AUSTRALIA RK Schmidt Systemtechnik GmbH MOROCCO Okin Refined Electric


Phoenix Mecano Australia Pty Ltd. Essener Strasse 8 Phoenix Mecano Maroc S.à.r.l. Technology Co., Ltd.
64 Butler Way D-66606 St. Wendel Zone Industrielle Lot No 25 No. 410, Xinyonglian Road
Tullamarine Phone +49 / 6851 / 80 25 50 Route de Martil Wangjiangjing Development Zone
Victoria 3043 Fax +49 / 6851 / 80 25 529 MA-93000 Tétouan 314024 Jiaxing, Zhejiang, China
Phone +61 / 3 / 933 856 99 info@rk-schmidt.de Phone +212 / 661 / 29 80 58 Phone +86 / 573 / 822 821 88
Fax +61 / 3 / 933 853 99 www.rk-schmidt.de info@pmmaroc.com Fax +86  /  573 / 822 827 30
info@dewert.com.au sales@refinedchina.com
www.phoenix-mecano.com.au HUNGARY THE NETHERLANDS www.refinedchina.com
Phoenix Mecano Kecskemét Kft. PM Komponenten B.V.
AUSTRIA Szent István körut 24 Havenstraat 100 I2 Mechanical and
AVS Phoenix Mecano GmbH H-6000 Kecskemét NL-7005 AG Doetinchem Electrical Co., Ltd.
Biróstrasse 17 Phone +36 / 76 / 515 515 Phone +31 / 314 / 368 368 No. 179, Xinyue Road,
A-1230 Wien Fax +36 / 76 / 414 560 Fax +31 / 314 / 368 378 Wangjiangjing Development Zone,
Phone +43 / 1 / 6150 801 info@phoenix-mecano.hu info@pmkomponenten.nl 314024 Jiaxing, Zhejiang
Fax +43 / 1 / 6150 801 130 www.phoenix-mecano.hu www.pmkomponenten.nl Phone +86 / 573 / 822 808 47
info@avs-phoenix.at info@iftchina.com
www.avs-phoenix.at INDIA PM Special Measuring
Phoenix Mecano (India) Ptv. Ltd. Systems B.V. Phoenix Mecano Components
BELGIUM 388, Bhare, Taluka Mulshi Euregioweg 330B (Taicang) Co., Ltd.
PM Komponenten N.V. Pirangut Industrial Area NL-7532 SN Enschede No. 199 East Luoyang Road
Karrewegstraat 124 Pune 412115, India Phone +31 / 537 / 400 740 215413 Taicang, Jiangsu Province
B-9800 Deinze Phone +91 / 20 / 667 450 00 info@pm-sms.com Phone +86 / 512 / 538 301 88
Phone +32 / 9 / 220 70 50 Fax +91 / 20 / 667 451 10 www.pm-sms.com Fax +86 / 512 / 538 308 09
Fax +32 / 9 / 220 72 50 info@phoenixmecano.in info@mecano.com.cn
info.pmb@phoenix-mecano.com www.phoenixmecano.co.in Wijdeven Inductive Solutions B.V.
Mercuriusweg 5 Phoenix Mecano Hong Kong Ltd.
www.pmk.be
INDONESIA NL-9561 Al Ter Apel Rm. 09, 9 / F., New City Centre
BRAZIL Representation of Phone +31 / 599 / 583 800 2 Lei Yue Mun Road
Phoenix Mecano Comercial Phoenix Mecano Fax +31 / 599 / 583 876 Kwun Tong, Kowloon, Hong Kong
e Técnica Ltda. S. E. Asia Pte Ltd. info@wijdeven.nl Phone +86 / 852 / 272 777 90
Alameda Caiapós, 657 – Tamboré Talavera Office Suite 18th Floor, www.wijdeven.com Fax +86 / 852 / 272 778 92
06460-110 Barueri – SP Jl. TB. Simatupang Kav 22-26 info@phoenix-mecano.hk
Phone +55 / 11 / 564 341 90 Jakarta 12430 PEOPLE’S REPUBLIC OF CHINA
Phone +62 / 21 / 297 159 31 Bond Tact Hardware Shenzhen ELCOM Co., Ltd.
Fax +55 / 11 / 564 108 82
Fax +62 / 21 / 297 158 88 (Dongguan) Co., Ltd. 8 / F. Guancheng Industry Building,
vendas@phoenix-mecano.com.br
pmindo@pmecano.com.sg No. 8, Jin Qian Ling Street 2 Gongming Town, Guangming
www.phoenix-mecano.com.br
Jie Tie Gang, Huang Jiang District Shenzhen
DENMARK ITALY Dongguan, Guangdong Phone +86 / 755 / 837 852 40
Phoenix Mecano ApS Phoenix Mecano S. r. l. Phone +86 / 769 / 833 643 22 Fax +86 / 755 / 276 821 88
Agerhatten 16 A4 via G. Di Vittorio 2 / F Fax +86 / 769 / 833 643 26 sales01@elcom-shenzhen.com
DK-5220 Odense SØ I-20065 Inzago (MI) info@bondtact.com www.elcom-shenzhen.com
Phone +45 / 70 / 70 20 29 Phone +39 / 02 / 953 152 60 www.bondtact.com
Fax +39 / 02 / 953 105 39 ROMANIA
Fax +45 / 70 / 22 57 22
info.pmi@phoenix-mecano.com Bond Tact Industrial Ltd. Phoenix Mecano Plastic S.r.l.
info@phoenix-mecano.dk
www.phoenix-mecano.it Rm. 09, 9 / F., New City Centre Europa Unita Nr. 10
www.phoenix-mecano.dk
2 Lei Yue Mun Road RO-550052 Sibiu
FRANCE KOREA (SOUTH KOREA) Kwun Tong, Kowloon, Hong Kong Phone +402 / 69 / 241 055
Phoenix Mecano S.à.r.l. Phoenix Mecano Korea Co., Ltd. Phone +86 / 852 / 234 758 09 Fax +402 / 69 / 241 210
76 rue du Bois Galon #304, Gyoungmu Building Fax +86 / 852 / 234 818 84 pm.office@phoenix-mecano.ro
F-94124 Fontenay-sous-Bois, Cedex 675-5 Jeonpo-Dong info@bondtact.com
Busanjin-Gu, Busan 614-867 RUSSIA
Phone +33 / 1 / 539 950 50 www.bondtact.com
Phone +82 / 51 / 517 6924 Representation of
Fax +33 / 1 / 539 950 76
Fax +82 / 51 / 517 6925 Mecano Components Rose Systemtechnik GmbH
info.pmf@phoenix-mecano.com
info@pmecano.co.kr (Shanghai) Co., Ltd. 6A, Sosnovaya alleya str.,
www.phoenixmecano.fr
www.pmecano.co.kr No. 1001, JiaQian Road building 1, Office 1-10
GERMANY Nanxiang town, JiaDing District RUS-124489 Zelonograd, Moscow
RK System- & Lineartechnik GmbH 201802 Shanghai Phone +7 495 984 25 11
Bahnhofstrasse 136 Phone +86 / 21 / 691 765 90 Fax +7 495 988 76 21
D-88682 Salem-Neufrach Fax +86 / 21 / 691 765 32 orders@rose-rf.ru
Phone +49 / 7553 / 91 67 30 info@mecano.com.cn www.rose-rf.ru
Fax +49 / 7553 / 91 67 369 www.mecano.com.cn
info@rk-sl.de
www.rk-sl.de
168  Addresses

PRODUCTION AND
SALES COMPANIES

SINGAPORE Phoenix Mecano Orion Technologies, LLC


Phoenix Mecano S.E. ELCOM S.à.r.l. 2100 N. Alafaya Trail
Asia Pte Ltd. 4, Rue Élétronique Z.I. Suite 100
53 Ubi Ave 3, #04–01 TN-1111 Bouhejba-Zaghouan Orlando, FL 32826
Colourscan Building Phone +21 / 672 / 640 089 Phone +1 / 407 / 476 21 20
Singapore 408863 Fax +21 / 672 / 640 589 Fax +1 / 407 / 203 76 59
Phone +65 / 674 916 11 info@oriontechnologies.com
Fax  +65 / 674 967 66 /  Phoenix Mecano Hartu S.à.r.l. www.oriontechnologies.com
674 967 49 Rue Annaba Lot 119 Z.I.
pmsea@pmecano.com.sg TN-2013 Ben Arous WIENER, Plein & Baus, Corp.
Phone +21 / 671 / 387 802 300 East Auburn Avenue
www.phoenixmecano.com.sg
Fax +21 / 671 / 387 928 Springfield, OH 45505
SPAIN Phone +1 / 937 / 32 424 20
Sistemas Phoenix TURKEY Fax +1 / 937 / 32 424 25
Mecano España S.A. Phoenix Mecano Mazaka sales@wiener-us.com
Polígono El Olivar, Naves 15–16 Endüstriyel Ürünler San Tic AŞ www.wiener-us.com
Carretera de Logroño, Km. 247 Ostim Mh., 1434. Sokak,
ivedik OSB , No: 5 UNITED ARAB EMIRATES
E-50011 Zaragoza
TR-06374 Yenimahalle / Ankara Rose Systemtechnik
Phone +34 / 976 / 786 080
Phone +90 / 312 / 394 21 06 Middle East (FZE)
Fax +34 / 976 / 787 088
Fax +90 / 312 / 394 21 07 125M2 Warehouse
info@phoenix-mecano.es
bilgi@mazaka.com.tr P.O. Box 8993
www.phoenix-mecano.es
www.mazaka.com.tr Sharjah – U.A.E.
SWEDEN Phone +971 / 6 / 557 85 00
Phoenix Mecano AB USA Fax +971 / 6 / 557 85 50
Box 73, Pålvägen 8 Okin America Inc. info@ROSE-MEast.com
SE-360 44 Ingelstad 291 CDF Boulevard www.ROSE-MEast.com
Phone +46 / 470 / 724 990 Shannon, MS 38868
Phone +1 / 662 / 566 10 00 UNITED KINGDOM
Fax +46 / 470 / 724 999
Fax +1 / 662 / 566 00 09 Phoenix Mecano Ltd.
info@phoenix-mecano.se
sales@okinamerica.com 26 Faraday Road
www.phoenix-mecano.se
www.okinamerica.net Aylesbury
SWITZERLAND GB-Buckinghamshire HP19 8RY
Phoenix Mecano Phoenix Mecano Inc. Phone +44 / 1296 / 61 16 60
Komponenten AG 7330 Executive Way Fax +44 / 1296 / 48 62 96
Hofwisenstrasse 6 Frederick, MD 21704 infogb@phoenix-mecano.co.uk
CH-8260 Stein am Rhein Phone +1 / 301 / 696 94 11 www.phoenix-mecano.co.uk
Phone +41 / 52 / 742 75 00 Fax +1 / 301 / 696 94 94
Fax +41 / 52 / 742 75 90 PMinfo@pm-usa.com VIETNAM
info@phoenix-mecano.ch www.pm-usa.com Representation of
www.phoenix-mecano.ch Phoenix Mecano S.E. Asia Pte Ltd.
Representation of
7th Floor, Me Linh Point Tower
TAIWAN Phoenix Mecano Inc.
2 Ngo Duc Ke St., District 1
Branch of 2000 S. Grove Avenue
Ho Chi Minh City, Vietnam
Phoenix Mecano S.E. Suite 106
Phone +84 / 8 / 823 78 50
Asia Pte Ltd. Ontario, CA 91761
Fax +84 / 8 / 823 78 40
Rom 220, 2F., No.31, Sec2, Phone +1 / 800 / 325 39 91
pmviet@pmecano.com.sg
Nanchang Rd., Zhongzheng Dist., Fax +1 / 909 / 930 51 91
Taipei City 100, PMinfo@pm-usa.com
Taiwan, R.O.C. www.pm-usa.com
Phone +886 / 2 / 2725 2627 Representation of
Fax +886 / 2 / 2725 2575 Phoenix Mecano Inc.
pmtwn@pmecano.com.tw 10681 Haddington Drive
TUNISIA Suite 160
Phoenix Mecano Houston, TX 77043
Digital Tunisie S.à.r.l. Phone +1 / 301 / 696 98 00
23, Rue Jamel Abdelnacer Z.I. Fax +1 / 301 / 696 94 94
TN-2084 Borj Cedria PMinfo@pm-usa.com
Phone +21 / 671 / 430 666 www.pm-usa.com
Fax +21 / 671 / 430 267
Imprint

Editor
Ruoss Markus
Corporate Communications
CH-8808 Pfäffikon

Concept, design,
text and realisation
PETRANIX
Corporate and Financial
Communications AG
CH-8134 Adliswil-Zurich
www.PETRANIX.com

Photography
Scanderbeg Sauer Photography

Printed by
Neidhart + Schön Group AG
CH-8037 Zurich
Group headquarters

Phoenix Mecano AG
Hofwisenstrasse 6
Postfach
CH-8260 Stein am Rhein

Contact address

Phoenix Mecano Management AG
Lindenstrasse 23
CH-8302 Kloten

Phone + 41 43 255  42 55


Fax + 41 43 255 42 56
info@phoenix-mecano.com
www.phoenix-mecano.com

This annual report is also


available in German.
The German version is binding.

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