Komax Annual Report 2022

FY2022 Annual Report · Komax

Loading PDF…

Annual Report 2022

The Komax Group is a pioneer as well as market
and technology leader in automated wire proces-
sing solutions. Serial production machines,
customer-specific systems, quality assurance
modules, test systems, networking solutions,
and services are all provided on a one-stop basis.
The Komax Group aims to further expand its
leading position and set the pace on the trends
that are important today, such as automation,
e-mobility, and autonomous driving. To this end,
it is channeling above-average investment into
research and development.

The Komax Group has ambitious growth and
profitability targets. Through its business strategy,
which is geared to long-term success, the
Komax Group aims to create sustainable value
that will also benefit its shareholders in the form
of an attractive dividend policy.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportKEY FIGURES

order intake in CHF
(2021: 482 million)

678 million
606

million

revenues in CHF
(2021: 421 million)

71.7

million EBIT in CHF
(2021: 44.8 million)

12.11

basic earnings
per share in CHF
(2021: 7.90)

53.2%

equity ratio
(2021: 51.4%)

9.7%

of revenues invested in
research and development
(2021: 9.8%)

3 390

employees as at 31.12.
(31.12.2021:
2 121 employees)

54.5%

payout ratio
(2021: 57.0%)

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportKEY FIGURES
FIVE-YEAR
OVERVIEW

Bestellungseingang

Order intake
in TCHF

800 000

600 000

400 000

200 000

Revenues
in TCHF

800 000

600 000

400 000

200 000

3
6
0

8
7
6

5
9
3

2
8
4

9
4
3

5
4
3

2
8
6

8
0
4

3
8
6

6
9
4

2
3
3

6
0
6

7
6
0

1
2
4

3
2
6

7
2
3

1
7
7

7
1
4

8
9
6

9
7
4

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

Betriebliches Ergebnis (EBIT)

Gruppenergebnis nach Steuern (EAT)

Operating profit (EBIT)
in TCHF

EBIT in % of revenues

Group earnings after taxes (EAT)
in TCHF

EAT in % of revenues

80 000

11.8

10.6

3.4

5.8

14.0

80 000

8.5

7.2

–0.4

3.2

10.8

60 000

40 000

20 000

60 000

40 000

20 000

2
3
7

1
7

4
9
7

4
4

4
5
2

1
1

5
3
0

4
2

4
5
2

7
6

2022

2021

2020

2019

2018

3
7
7

1
5

5
7
3

0
3

9
1
3

1
–

1
2
2

3
1

7
8
7

1
5

2022

2021

2020

2019

2018

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

CONTENTS

MANAGEMENT REPORT

Shareholders’ letter
Growing together – combination with Schleuniger
Interview with Chairman and CEO
Global megatrends
Business model and strategy
Around the world
Customer proximity – global local
Markets
Strengthening innovation
Share information

ESG REPORT

Sustainable, social, and responsible
Purpose and core values – what drives the Komax Group forward
Sustainable products and processes
Promoting people and contributing to the general good
Governance – taking responsibility

CORPORATE GOVERNANCE

Corporate structure and shareholders
Capital structure
Board of Directors
Executive Committee
Compensation, shareholdings, and loans
Shareholder participation rights
Changes of control and defense measures
Auditors
Information policy
Trading blackout periods

COMPENSATION REPORT

Introduction by the Chairman of the Remuneration Committee
Compensation in the 2022 financial year at a glance
Compensation philosophy of the Komax Group
Tasks and competencies of the Remuneration Committee
Provisions of the Articles of Association on compensation
Principles of compensation policy
Structure of the compensation system
Compensation and shareholdings of the Board of Directors in 2022 (audited)
Compensation and shareholdings of the Executive Committee in 2022 (audited)
Report on the audit of the Compensation Report

FINANCIAL REPORT

Consolidated financial statements
Financial statements of Komax Holding AG
Five-year overview

Komax Group Annual Report 2022

07
10
14
18
22
28
30
34
41
49

54
55
57
60
65

68
69
71
78
81
82
83
83
84
84

86
87
88
89
91
92
93
98
99
102

104

105
145
157

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportShareholders’ letter

Growing together –
combination with Schleuniger

Interview with Chairman and CEO

Global megatrends

Business model and strategy

Around the world

Customer proximity – global local

Markets

Strengthening innovation

Share information

Komax Group Annual Report 2022

MANAGEMENT REPORTContent OverviewCorporate GovernanceCompensation ReportFinancial ReportESG ReportDEAR
SHAREHOLDER

2022 was an extraordinary year for the Komax Group in many
respects. The combination with the Schleuniger Group and the
war in Ukraine had a significant impact on the development of
business. Record figures were achieved for both order intake and
revenues, to the extent that the mid-term targets set for 2023
were exceeded a year early. Customers were eager to further
increase the degree of automation in their factories. This laid the
basis for a successful financial year for the Komax Group in a
turbulent market environment.

The 2022 reporting year was significantly influ-
enced by a number of factors: the combination
of Komax and Schleuniger, the war in Ukraine,
and the trend toward greater automation in wire
processing. Order intake therefore increased sub-
stantially to CHF 678.1 million, a rise of 40.6% on
the previous year (2021: CHF 482.4 million). Komax
received orders for over CHF 599.7 million, while
Schleuniger contributed CHF 78.4 million bet-
ween its consolidation at the start of September
and the end of the financial year. Even with out
Schleuniger, Komax would have exceeded its
previous year’s result by 24.3% and surpassed

the previous record order intake (CHF 496.7 mil-
lion, in 2018) by more than CHF 100 million.

Impact of the war in Ukraine
The difficult supply chain situation in the auto-
motive industry was exacerbated in the spring
of 2022 by the war in Ukraine, which is a signi-
ficant center of wire manufacturing. In order to
compensate for reduced Ukrainian production
capacity against the backdrop of the war and
secure their ability to supply automotive produ-
cers reliably, wire harness manufacturers built
up substitute capacity in other countries. As a

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Reportresult, the Komax Group received a large num-
ber of extraordinary orders in the first half of the
year.

Record revenues in a difficult market
environment
The global supply chain situation proved a chal-
lenge for the Komax Group, too. Overall, the
Group coped with this challenge very well, but
there were nonetheless some delays, and not all
orders could be processed within the accustomed
timeframe. The Komax Group posted a record
figure for revenues in 2022 of CHF 606.3 million
(2021: CHF 421.1 million), an increase of 44.0%
on the previous year.

Of this amount, Komax contributed CHF
522.2 million, while Schleuniger contributed
CHF 84.1 million in the four months of the finan-
cial year following its consolidation. Here, too, a
record figure would have been posted even
without the Schleuniger Group. The factors be-
hind the revenue increase were very strong or-
ganic growth (26.7%), acquisition-driven growth
(20.1%), and a negative foreign currency effect
(–2.8%).

Automation trend drives growth
The trend toward higher automation in wire pro-
cessing continued in all regions in the year under
review – both in the automotive market segment,
where the Komax Group generates around 75%
of its revenues, and in the other market seg-
ments. Customers are aware that automation
not only delivers better long-term cost efficiency
compared to manual wire processing, but also
helps them to meet increasing quality require-
ments. In keeping with this trend, the Komax
Group grew in all regions: Africa (+37.4%), Euro-
pe (+51.2%), Asia/Pacific (+34.3%), and North/
South America (+45.4%).

Further increase in profitability
The Komax Group also improved its profitability
in 2022, which was due in particular to the higher
revenues and advantageous product mix asso-
ciated with orders received in connection with
the war in Ukraine. Operating profit (EBIT) rose
accordingly by 60.1% for the full year of 2022, to
CHF 71.7 million (2021: CHF 44.8 million). Group
earnings after taxes (EAT) increased by 70.4%
to CHF 51.8 million (2021: CHF 30.4 million). The
Schleuniger Group contributed CHF 5.0 million
to EBIT and CHF 2.6 million to EAT.

Combination with Schleuniger secures
competitiveness
The combination of Komax and Schleuniger,
which was completed at the end of August 2022,
marked a historic moment for both corporate
groups. This combination brought eleven com-
panies with strong market positions and loca-
tions spread across three continents into the
Komax Group, expanding it significantly. Toge-
ther with Schleuniger, opportunities that arise in
the market can now be harnessed better and
more rapidly. The combination supports all four
strategic priorities of the Komax Group, and the-
refore will secure its competitiveness over the
long term. In addition, the combination has in-
creased the stability of the shareholder base
thanks to a new anchor shareholder with a long-
term focus: Metall Zug AG, the former owner of
the Schleuniger Group. Jürg Werner was appo-
inted to the Board of Directors as Metall Zug
AG’s representative at the 2022 Annual General
Meeting.

Komax and Schleuniger have been growing
together gradually over the last few months and
doing everything in their power to ensure that
the needs of customers continue to be optimal-
ly met during this integration phase. At the same
time, management is developing a new target
picture for the Komax Group, along with the
associated strategy. This is expected to be
communicated at the end of September, toge-
ther with the new mid-term targets.

Enhanced innovative strength
Thanks to the combination, the Komax Group
has acquired more than 1 000 new specialists,
so it now has even greater expertise in various
areas, not least research and development. In
2022, the Komax Group channeled CHF 59.0
million or 9.7% of revenues (2021: 9.8%) into re-
search and development. The Komax Group will
take advantage of its combined innovative
strength to offer its customers new automation
solutions even more quickly in the future.

Solid financial foundation
The Komax Group already had a robust finan-
cial base, but this has been strengthened further
through the combination with the Schleuniger
Group. As at 31 December 2022, shareholders’
equity totaled CHF 416.6 million (2021: CHF 264.9
million), with the equity ratio coming in at 53.2%
(2021: 51.4%). Free cash flow rose sharply thanks

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Reportis expecting the supply chain situation to gra-
dually improve in 2023, which would help the
high order backlog to be worked down over the
coming months.

If Schleuniger had contributed twelve months
to the Komax Group’s 2022 results instead of
four, revenues would have amounted to a total
of around CHF 770 million. Despite the fact that the
extraordinary revenues of approximately CHF 70
million triggered by the war in Ukraine will no
longer be a feature of results in 2023, the Komax
Group is anticipating revenues that are at least
on a par with 2022 figures (around CHF 770
million). This is assuming that there are no sig-
nificant changes in the market environment and
in knowing that visibility is limited to a few
months. The EBIT margin depends very much
on the product mix. Given that this is unlikely to
be as favorable in 2023 as it was in 2022, the
Komax Group is expecting an EBIT margin in the
region of 11%.

Yours sincerely,

Dr. Beat Kälin
Chairman of the
Board of Directors

9 March 2023

Matijas Meyer
CEO

to improved business development, amounting
to CHF 17.6 million (2021: CHF –5.5 million). Net
debt rose slightly from CHF 98.4 million (2021)
to CHF 105.5 million in the year under review.
This solid foundation enables the Komax Group
to systematically pursue opportunities to develop
the Group further and offers security in challen-
ging times.

In order to secure freedom of financial ma-
neuver in the future, the Komax Group signed a
new syndicated loan agreement at the end of
2022, which will run until January 2028. The
credit facility has been increased from CHF 187
million to CHF 250 million – with the option of
adding a further CHF 60 million. In addition to the
syndicated loan, the Komax Group has access
to bilateral credit lines that together amount to a
maximum of CHF 60 million (previously CHF 30
million).

Distribution of CHF 5.50
As a result of the Group’s success in the 2022
financial year, the Board of Directors is proposing
to the Annual General Meeting an increase in the
dividend to CHF 5.50 (previous year: CHF 4.50).
This equates to a payout ratio of 54.5%. The
Komax Group is therefore adhering to its stra-
tegic target of distributing 50–60% of EAT to
shareholders. Half of this figure of CHF 5.50 will
be distributed from capital contribution reserves,
and will therefore be tax-free for natural persons
domiciled in Switzerland who hold the shares as
part of their private assets.

Outlook
The Komax Group started off 2023 with a record
order backlog. At the end of 2022 the book-to-
bill ratio was 1.12.

The Komax Group is confident that the trend
towards automation will persist, and hence so,
too, the robust demand for the solutions offered
by the company. In addition, the Komax Group

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

GROWING
TOGETHER

The combination of Komax and Schleuniger brings together two
successful companies in the sphere of automated wire processing,
thereby guaranteeing their long-term competitiveness.

For the Koma x Group and the Schleuniger
Group, the market for automated wire proces-
sing offers many opportunities. However, these
require significant investment, personnel re-
sources, and considerable expertise. In order to
exploit these opportunities swiftly and efficiently,
the two companies joined forces with effect from
30 August 2022. Thanks to their combined power
to innovate, customers can be offered new so-
lutions for permanently increasing their degree
of automation more rapidly.

Schleuniger Group headquarters
in Thun, Switzerland.

Komax Group Annual Report 2022

Who are Schleuniger?
The Schleuniger Group is a global technology
company and an innovative provider of solutions
for the wire processing and testing industry. Prior
to the combination, Schleuniger was the world’s
second-largest provider in the area of automa-
tion solutions for the wire processing industry,
after Komax. The company’s strengths lie above
all in the area of cutting and stripping machinery,
and range right through to fully automatic ma-
chines for the processing of micro-coaxial and
coaxial cables, among other things.

Founded in the Swiss town of Thun in 1975,
Schleuniger and its subsidiaries, including adap-
tronic, Cirris, and DiIT, now employ more than
1 000 people worldwide. With branches in Eu-
rope, North America, China, and Japan, as well
as a network of distribution and service partners
all over the world, Schleuniger primarily supplies
customers in the automotive industry. In addition,
the company is active in sectors such as infor-
mation and communications technology, indus-
trial and consumer electronics, aerospace,
transportation, and medical technology.

Two successful companies grow together
At the time of the combination, Schleuniger was
around half the size of Komax in terms of reve-
nues and headcount, but was no less success-
ful. Both companies have carved out leading
positions over the last few decades and built up
strong brands. Both Schleuniger and Komax
embody Swiss values, and base their success
on a commitment to quality and innovative tech-

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportWHY DOES THE COMBINATION OF KOMAX AND SCHLEUNIGER MAKE SENSE?

– Key trends such as automation, e-mobility, and the rising

– Further growth requires skilled personnel. Thanks to the ad-

significance of the automotive market in Asia offer a number
of growth and differentiation opportunities. By joining forces,
the two companies can exploit these earlier and in a more
targeted way.

– Customers will receive innovative solutions more quickly,

which will allow them to increase the degree of automation fur-
ther. They can also rely on proven sales and service networks,
along with an optimal level of customer service.

– A high level of investment is required to satisfy the market

needs of customers. The bundling of expertise will facilitate
new solutions for growth in key markets.

ditional expertise and resources gained, the combination will
guarantee the competitiveness of the Komax Group in the
longer term.

– Employees, meanwhile, will benefit from additional develop-
ment opportunities in a larger corporate group, which will be
looking to create more jobs and training positions.

– The Komax Group will generate additional value for share-
holders by securing its long-term competitiveness and by
harnessing synergies and economies of scale going forward.
Shareholders will also benefit from the stability of the anchor
shareholder Metall Zug AG, with its long-term orientation.

Employees at a get-together.

Komax and Schleuniger colleagues
enjoying a chat.

nologies. Their corporate cultures are similar, as
are the values espoused by the two companies.
Everything is in place for a successful integra-
tion.

The Komax Group is reliant on its qualified
workforce if it is to achieve its targets. For that
reason, it attaches the utmost importance to
transparent communication when it comes to
the integration process. This process is being
actively accompanied by regular webinars, video

messages from the CEO of the Komax Group,
and get-togethers at which employees of the
previously separate companies can get to know
each other both professionally and personally.
The focus here is on sharing experiences, lear-
ning from one another, and growing together.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report
“The combination will allow us to react to key trends appropriately
and with the necessary speed in the future, which will in turn fur-
ther increase our competitiveness. As a result, the customers of
the merged company will continue to have a reliable partner that
will deliver impressive and innovative products and services.”

Matijas Meyer, CEO Komax Group

Combination through quasi-merger
From 2008 onwards, the Schleuniger Group was
the Wire Processing division of the Swiss indus-
trial group of companies Metall Zug AG. Follo-
wing detailed discussions and intensive nego-
tiations, Komax and Metall Zug AG agreed to
amalgamate the two companies Komax and
Schleuniger by means of a quasi-merger. The
companies announced this intention on 9 Fe-
bruary 2022.

To finance the combination, the Koma x
Group proposed to the Annual General Meeting
of Shareholders of 13 April 2022 the creation of
new shares by means of a capital increase.
Thanks to the approval of the capital increase
by the General Meeting, Komax Holding AG was
able to create 1 283 333 new shares. Closing on
the combination became effective in August

THE DIFFERENCE BETWEEN A MERGER
AND A QUASI-MERGER

Unlike a conventional merger under the Swiss Mergers Act,
whereby two companies are merged to form a single company,
a quasi-merger means that the two legal entities remain in
place. The merger is effected by one company acquiring
the shares of the other company and the acquired company
becomes a subsidiary of the acquiring company.

Komax Group Annual Report 2022

2022, after the last outstanding competition
authority issued its approval at the end of July.
This involved the newly created shares being
allocated to Metall Zug AG in exchange for the
shares in Schleuniger, thereby giving the former
a 25% stake in Komax Holding AG. As new an-
chor shareholder of the Komax Group, Metall
Zug AG pursues a long-term investment strate-
gy. In order to underscore this point, the com-
panies agreed a six-year lock-up period for the
package of shares in question. The newly
created shares traded on SIX Swiss Exchange
for the first time on 31 August 2022, with the
Schleuniger Group being consolidated with ef-
fect from September 2022.

Within the framework of the capital increase,
the Annual General Meeting passed a resolution
rescinding the 15% voting rights restriction in the
Articles of Association of Komax Holding AG,
thereby strengthening corporate governance.
Furthermore, Jürg Werner, the former Chairman
of the Board of Directors of Schleuniger AG, was
elected as an additional member of the Board
of Directors of Komax Holding AG (see page 75).
The Komax Group will now analyze the new
status quo in detail following the combination,
and develop new targets along with the corre-
sponding strategy. On this basis, it will define
new mid-term financial targets, which are then
expected to be communicated at the Investors’
Day on 28 September 2023.

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportBEFORE QUASI-MERGER

AFTER QUASI-MERGER

Approval of
relevant
competition
authorities
and closing

Komax Holding AG
3 850 000 shares

Metall Zug AG

Komax Holding AG
5 133 333 shares

Komax Group
companies

holds 100% of
Schleuniger AG shares

Schleuniger AG

holds 100% of
Schleuniger AG
shares

Metall Zug AG
holds 25% of
Komax Holding AG
shares

Schleuniger Group
companies

Schleuniger AG

Komax Group
companies

Proposal to Annual General Meeting
Creation of 1 283 333 new shares of
Komax Holding AG by means of a capital
increase

Exchange of shares
Metall Zug AG
receives 1 283 333
shares in exchange
for 100% of the
shares of
Schleuniger AG

Schleuniger Group
companies

New anchor shareholder
Metall Zug AG now has a 25% stake in
Komax Holding AG. The parties have
agreed a six-year lock-up period.

9 Feb 2022

13 Apr 2022

27 Jul 2022

30 Aug 2022

31 Aug 2022

1 Sep 2022

28 Sep 2023

Closing of
quasi-merger

Start of trading of
additional shares
on SIX Swiss
Exchange

Consolidation of

Schleuniger

Group

Communication of
new strategy on
Investors’ Day

Announcement of
intention to carry
out quasi-merger
of Komax and
Schleuniger

Communication
of granted
clearance from
relevant
competition
authorities

Annual General
Meeting
– Capital increase
– Rescinding of
15% voting
rights restriction
– Election of Jürg
Werner to the
Komax Board
of Directors of
Komax Holding
AG

Review and approval of
transaction by relevant
competition authorities

Combination of Komax and Schleuniger and commen-
cement of shared business activities, development of
a new strategy

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportOVERVIEW OF THE COMBINATION OF KOMAX AND SCHLEUNIGERINTERVIEW

The Komax Group performed very well in 2022 despite a turbulent
market environment, and is well positioned for success in the
future following the combination with Schleuniger.

Beat Kälin, how would you assess the 2022
financial year?
Beat Kälin: It was definitely a year that will go
down in the history books for the Komax Group.
Firstly, because we have never recorded an order
intake and revenues of this magnitude before. And
secondly, because of the long-term significance
of our combination with Schleuniger.

The combination took many people by
surprise. How did it come about?
Beat Kälin: Various trends in our market offer
numerous opportunities, such as e-mobility, the
shift of the automotive market to Asia, and auto-
mation generally. A high level of investment is
essential if we are to consistently exploit the
grow th oppor tunities on of fer. Koma x and
Schleuniger are in the same situation in this re-
spect. Both are successful, healthy companies
that nevertheless need to prioritize the specific
trends they want to pursue based on their avai-
lable financial and personnel resources.

And what are you hoping to get from the
combination of the two companies?
Beat Kälin: It will strengthen our competitiveness
over the long term, as we will have additional
expertise and resources with which to leverage
the relevant trends. Or, to put it another way: It
has given us extra resources to bring new solu-
tions to the market more rapidly and thereby
meet the needs of our customers even better
– and on a broader basis.

Matijas Meyer, let’s talk about the figures
for 2022. How satisfied are you with these
results?
Matijas Meyer: We’ve been confronted by a chal-
lenging market environment for a number of years

now. So to be able to unveil record figures is an
extraordinary achievement, and one that pleases
me greatly. This result was possible thanks to the
hard work and dedication of our employees. On
behalf of the Executive Committee, I would like
to thank all those who have worked relentlessly
to meet the needs of our customers and deal with
the various challenges on a daily basis along the
way.

What challenges are you referring to?
Matijas Meyer: As in previous years, the corona-
virus pandemic and supply chain difficulties pro-
ved significant obstacles. The course of the pan-
demic had an impact on our business activity
in Asia in particular. As a result of lockdowns,
customer visits were heavily restricted or even
impossible for a prolonged period of time.
What’s more, the workforce at our production
site in Shanghai was directly affected by the city
being locked down for many weeks. They coped
with this situation admirably. A number of emp-
loyees even spent part of the lockdown period
at our location in Shanghai so as to be able to
continue their work.

And what about the supply chain situation?
Any improvement on the horizon?
Matijas Meyer: Some aspects of our procure-
ment situation improved in the second half of
the year. But there are still several components
that are in short supply and subject to long de-
livery times. It was above all thanks to the great
efforts and expertise of our employees on the
procurement side that we were able to continue
to provide a high level of reliability on deliveries
despite all the difficulties. Particularly bearing in
mind the extraordinary situation we faced in the
first half of the year.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportChairman of the Board of Directors Beat Kälin (left) in discussion with CEO Matijas Meyer.

How do you mean?
Matijas Meyer: We came into 2022 with a strong
order book. So we had plenty on our plate from
the start, and there was considerable pressure
on our specialists to source the necessary com-
ponents in the required timeframe. And when
the war then started in Ukraine, the challenges
faced by our production planning teams multi-
plied in just a few days.

we would ordinarily expect across an entire
quarter. And of course, the delivery urgency was
extreme. This in turn required us to ramp up our
production capacity hugely within a very short
space of time, and to find a way to procure even
more of those components that were already in
short supply. I was impressed and enormously
pleased by the flexibility and dedication our
workforce showed in this situation.

Can you be more specific?
Matijas Meyer: As a large number of wire harn-
esses for European automotive manufacturers
are produced in Ukraine, these companies were
very concerned that they would not be able to
acquire the wire harnesses they needed in a
timely manner. To mitigate this problem, wire
manufacturers began building up substitute ca-
pacity in other countries as quickly as possible
– in Eastern Europe and North Africa in particu-
lar. But to install that capacity they also needed
numerous wire processing machines. For us this
meant a deluge of orders in a single month that

Were you able to process all these orders?
Matijas Meyer: The trend toward greater auto-
mation and the war in Ukraine triggered an ex-
tremely high order intake. And with the current
supply chain situation, production volumes can-
not simply be increased by any amount just like
that. This meant that we had a high book-to-bill
ratio of 1.12 at the end of 2022, which gives us
confidence when it comes to our operating result
for the first half of 2023.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportHow are shareholders benefiting from this
rise in profitability?
Beat Kälin: Very directly. On the one hand, Komax
shares appreciated by around 2% in 2022 despi-
te a turbulent market environment – compare
that to a 24% slump in the SPI Extra, for exam-
ple. And on the other, through an increase in the
dividend to CHF 5.50, as the Board of Directors
is proposing to the Annual General Meeting. Half
of this figure will be distributed from capital con-
tribution reserves, which means it will be tax-free
for natural persons domiciled in Switzerland who
hold shares as part of their private assets. A
dividend of CHF 5.50 equates to a payout ratio
of 54.5%. We are therefore adhering to our stra-
tegic target of an attractive dividend policy with
a payout ratio of 50–60% of Group earnings af-
ter taxes (EAT).

Will it be possible to make further
distributions from capital contribution
reserves going forward?
Beat Kälin: Yes, as the combination with Schleu-
niger has resulted in these reserves rising from
CHF 0.8 million to CHF 207.1 million. Even after
the proposed dividend is distributed following
the AGM, we will still have CHF 180 million in
capital contribution reserves. In other words, we
will be able to pay numerous shareholders a par-
tially tax-free dividend in the future, too.

Given that you achieved your existing
financial targets a year earlier than planned,
when will you be setting new targets?
Beat Kälin: In March 2020, the Board of Direc-
tors set a target of achieving revenues of bet-
ween CHF 450 and 550 million in 2023, with
EBIT of between CHF 50 and 80 million. And we
achieved those targets in 2022, with revenues
of CHF 522 million and EBIT of CHF 67 million.
It goes without saying that these figures do not
include the revenues and EBIT of Schleuniger,
as the combination of the two companies was
not factored into our calculations when we set
the corresponding targets. We will define new
targets as part of the strategy process that is
currently unfolding, and will communicate these
at the end of September.

“This result would not have
been possible without the hard
work and dedication of our
employees.”

Matijas Meyer, CEO

In addition to the order intake and revenues,
the EBIT margin also rose in 2022. Is there a
correlation there?
Beat Kälin: In our business there are two key
factors that influence the EBIT margin: volumes
and the product mix. Both of these factors de-
veloped in our favor in 2022. Firstly, we were able
to increase revenues significantly; secondly, the
large number of orders for the build-up of subs-
titute capacity outside of Ukraine had a positive
impact on the product mix. The order book was
above all dominated by crimp-to-crimp machi-
nes, which we produce in standard models with
a correspondingly high operating leverage. But
obviously it’s important to have your cost situa-
tion under control if you want to boost the EBIT
margin.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportWe need to continue along this path. At the same
time, it’s important that we don’t get overly
preoccupied with ourselves, but continue to re-
spond to the needs of our customers in the best
possible way. Numerous uncertainties will pose
challenges in 2023 – such as wider macroeco-
nomic developments, which will have an impact
on the investment behavior of our customers,
and the ongoing supply chain situation. That
said, I’m looking ahead to the next few months
with confidence, as the trend toward greater au-
tomation is intact and we intend to launch a
number of new solutions. We will unveil some of
these in November at Productronica in Munich,
where Komax and Schleuniger will have a sub-
stantial shared presence at a trade fair for the
first time. This will be a highlight of 2023.

But the combination with Schleuniger took
place at the end of August 2022. Why will it
take a whole year for you to define a new
strategy and new targets?
Matijas Meyer: The Komax Group has become
some 50% larger as a result of the combination.
We have over 1 000 new employees and eleven
new companies. If we want to be successful in
the long term, it is crucial that employees are
involved in the integration process and that we
are transparent in our communications. Before
we can formulate the new strategy we must first
analyze the new status quo in detail. It’s import-
ant that we deploy the great expertise of emp-
loyees to best possible effect in all regions and
market segments, both at Komax and at Schleu-
niger. For this to work, we first had to get to know
each other and create a basis of trust on which
we can build, so that we can forge a target vi-
sion for the future together. This process will take
time, but I’m in no doubt at all that the investment
will be worthwhile. Both Komax and Schleuniger
are successful companies, so there’s no need
to rush through any urgent measures.

Aside from the new strategy, what areas
are you focusing on in 2023?
Matijas Meyer: The integration process has gone
very well so far, and many Komax and Schleuniger
employees are already collaborating very closely.

“The combination
with Schleuniger
will strengthen our
competitiveness
over the long term.”

Beat Kälin,
Chairman of the Board of
Directors

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportMEGATRENDS
ACCELERATE
GROWTH

Global megatrends are accelerating key growth drivers for the
business of the Komax Group. Environmental awareness, networ-
ked vehicles, and a desire for mobility solutions that offer greater
safety and comfort yet remain affordable are fueling a steady rise
in demand for automation solutions. They are leading to more
wires and new types of wires in vehicles, which in turn is increasing
the need for automated processes as a result of factors such as
quality, efficiency, complexity, costs, miniaturization, and traceability.

The Komax Group generates the majority of its
revenues in the automotive industry and is be-
nefiting from the global, long-term megatrends
in this industry. These include growing environ-
mental awareness among consumers and the
desire for greater safety and comfort in vehicles.
On top of this, a global megatrend toward affor-
dable vehicles is emerging. Despite the growing
complexity of vehicles, individual mobility has
to remain within the means of consumers if it is
to be a feasible option for as many people as
possible.

In the four market segments of the Komax
Group, these trends are juxtaposed with a per-
sistently low level of automation in the production
of wire harness manufacturers. The lion’s share
of the wire harness manufacturing process is still
done by hand. Against the backdrop of the
aforementioned megatrends, manual production
is coming up against increasing challenges that
can be overcome by means of process auto-

mation. The megatrends are thus accelerating
key drivers of growth for the Komax Group.

Rising number of vehicles being
manufactured
After the slump of 2019/2020, global automotive
manufacturing is back on a growth trajectory.
According to IHS Markit analysis, some 82 mil-
lion cars and light commercial vehicles were
manufactured worldwide in 2022. Production
volume was thus slightly higher than in 2021.
Although the recovery was not as pronounced
as expected at the start of 2022, the long-term
growth trend is intact. IHS Markit is anticipating
an average annual growth rate of around 3%
over the next four years (for more on market
developments, see page 36).

More wires per vehicle
Innovations in vehicle construction, new func-
tionalities, and an ever-rising fit-out level in all

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportKey growth drivers of
the Komax Group

Rising number
of vehicles
manufactured

More wires
per vehicle

E-mobility

Miniaturization

Autonomous
driving

Rising
wage costs

Simplifying of
wire harnesses

Traceability

Lack of skilled
workers

vehicle classes are leading to a further increase
in demand for wires and crimp contacts in the
automotive industry. The need for greater safety
in vehicles is driving up the number of electrical
functions, for example. Here the emphasis is not
only on protection in the event of an accident,
but also – and above all – on avoiding accidents.
As a consequence, the number of sensors in
vehicles will continue to rise.

A further trend is growing interconnected-
ness. Infotainment systems in vehicles are be-
coming ever more wide-ranging and complex.
Integrated information systems form the basis
for the future: autonomous driving.

These trends, which have been in evidence
for a number of years now, are set to intensify
further. Accordingly, the number of wires being
assembled per vehicle is on the rise. The elect-
rical systems in today’s compact passenger cars
comprise as many as 1 300 wires, 2 300 crimp
contacts, and 300 plug connectors. Premium

vehicles require as many as 1 900 wires, 3 400
crimp contacts, and 500 plug connectors. This
is several times as many as in vehicles built two
decades ago. New technologies are generally
rolled out first in the premium vehicle category,
and then successively integrated into the other
models, which in turn increases the number of
wires there, too.

E-mobility calls for new wire processing
solutions
Growing environmental awareness among con-
sumers and the associated target of emission-
free vehicles are part of the megatrends that will
underpin the business of the Komax Group in the
long term. In addition, the need for a more sus-
tainable approach to the use of the Earth’s re-
sources is being increasingly boosted by regula-
tory measures. For example, from 2035 onwards,
no new passenger cars with diesel or petrol en-
gines will be registered in the EU (see page 38).

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportIncrease in electrical functions
in vehicles

Wires

Crimp contacts

Plug housings

Wire length (total)

Compact

1 300

2 300

300

Full-size

1 900

3 400

500

1 700 m

3 800 m

In the most important market segment for the
Komax Group – the automotive industry – the
shift from combustion engine vehicles to e-mo-
bility plays a key role. New types of high-voltage
cables will have to be processed for these hyb-
rid and electric vehicles (see page 57). This is
an opportunity for the Komax Group to create
further unique selling propositions and thus ad-
ditional sales opportunities.

Miniaturization continues to make inroads
Another factor driving automation is the ongoing
miniaturization of wires. Wire cross-sections are
becoming ever smaller, which makes manual
processing difficult or even impossible.

Simplifying wire harnesses through zonal
architecture
The individual subsystems and assemblies in
vehicles – and wire harnesses in particular – are
becoming increasingly complex, which throws

up challenges for automatic production. To
counter this, various automotive manufacturers
and suppliers are seeking to radically simplify
the wire harness. The Komax Group is involved
in such projects, and is demonstrating what
changes are needed to wire harnesses in order
to facilitate a greater degree of automation in the
production process.

The goal is a zonal electrical system with
several smaller wire harnesses rather than one
big, complex one. The Komax Group is actively
driving forward developments in this area toge-
ther with partners, such as within the framework
of ARENA2036 (see page 45). Wire length is
reduced overall, but not necessarily the number
of wires used, and this is the key element for the
Komax Group. Simpler wire harnesses with
shorter wires are easier to produce on an auto-
mated basis, and will help ramp up the degree
of automation.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

They are looking for shorter supply chains, so
as to strengthen security of supply. This will be-
nefit automation, because if wire processing is
relocated to countries with higher wage costs,
headcount will have to be reduced in order to
offset these additional costs. Added to this is
the fact that there is already a shortage of skilled
personnel. Yet another factor is that, over the
long term, wage costs in what are currently low-
wage countries should be expected to climb fur-
ther. This, too, will boost investment in automa-
tion solutions.

Long-term trend toward automation
These key factors are driving the business of the
Komax Group on a long-term basis. The corona-
virus pandemic weighed heavily on the automo-
tive industry, with the result that production fi-
gures for 2020 and 2021 were significantly down
on previous years (see page 36). As a result,
customers of the Komax Group had excess ca-
pacity for a prolonged period of time, and only
resumed investment in capacity expansion as
2021 progressed. Despite this, the aforementio-
ned factors that are fueling a higher degree of
automation in wire processing made themselves
felt. Discussions between the Komax Group and
its customers on increasing the level of automa-
tion in a sustainable way have therefore conti-
nued uninterrupted over the last few challenging
years.

Customers are aware that there is no way of
side-stepping the trend toward automation. In
the coming years, too, global megatrends will
contribute to the stage-by-stage increase in the
automation of wire processing.

Cost efficiency in manufacturing
Efforts to simplify wire harnesses should also
generate cost savings. Individual mobility has to
remain affordable for consumers. This requires
greater cost efficiency in manufacturing, which
in turn is increasing the pressure to automate
wire processing further – especially given the
backdrop of rising wage costs and geopolitical
uncertainty in low-wage countries where the bulk
of manual wire processing is carried out.

Rising quality requirements
Modern vehicles contain ever more electrical
components, particularly in connection with au-
tonomous driving. This increases the quality re-
quirements placed on wire processing. As com-
ponents become increasingly complex, the
potential sources of error in manual wire proces-
sing become more numerous. Manual processes
are becoming less capable of meeting these de-
mands. In addition, they are unable to ensure
seamless traceability in the individual process
steps to the same degree as automated soluti-
ons. This in turn makes after-the-fact trouble-
shooting more difficult.

The rapid proliferation of the zero-error tole-
rance principle means there is a growing need
for test systems. Test systems of this kind gua-
rantee the highest possible functionality of wire
harnesses and electronic assemblies installed in
vehicles. This is understandable, as defective
wire harnesses require considerable time and
expense – at the cost of productivity and profi-
tability – to repair or replace once they have been
fitted in a vehicle. Moreover, functional defects
in the electronic systems of delivered vehicles
can result in serious reputational damage.

Intelligent automation solutions, quality as-
surance tools, and systems for testing harnesses
before they are installed in vehicles help guaran-
tee the efficiency, safety, and consistently high
quality of the production process. This has been
recognized by automotive manufacturers, which
is why they are increasingly calling on their
suppliers to increase the degree of automation
in their production processes.

Rising wage costs and a lack of skilled
workers
The repercussions of the global events of recent
years – whether it be the pandemic, difficulties in
the international supply chains, or the war in Uk-
raine – are causing a shift in customers’ thinking.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportBUSINESS
MODEL AND
STRATEGY

The Komax Group offers its customers cutting-edge technical
solutions for automated wire processing in four market segments
– automotive, aerospace, data/telecom, and industrial – and
continuously strives to improve its competitiveness. Above-aver-
age profitability and sustainable growth are important objectives
here. This goes hand in hand with environmentally conscious,
socially aware, and responsible conduct toward all stakeholder
groups. To achieve its objectives, the Komax Group pursues four
key strategic priorities.

The Komax Group specializes in innovative so-
lutions for all wire processing applications and
for the testing of wire harnesses. The emphasis
is on processes such as measuring, cutting,
stripping, crimping, taping wires, and block loa-
ding. The Komax Group offers its customers fully
automated and semi-automated serial production
models as well as customer-specific systems
(for all degrees of automation and individualiza-
tion), which optimize processes while increasing
productivity. These are supplemented by an ex-
tensive range of quality assurance modules,

testing devices, and networking solutions for the
reliable and efficient production of wire harnes-
ses. Digital services that increase the availability
of installed systems and test their productivity
also form part of the range, as does intelligent
software. All of this provides ideal conditions for
customers of the Komax Group to consolidate
and increase their competitive advantage.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportFOUR KEY STRATEGIC PRIORITIES

The Komax Group has almost 50 years’ experience in the development of customer-oriented solu-
tions for wire processing and pursues a sustainable growth strategy that involves four key priorities:

Solutions along the value
chain

Innovative production
concepts

Global customer
proximity

Development of
non-automotive markets

8–9%

of revenues
invested in research
and development

Solutions along the value chain
Thanks to many decades of experience and its
proximity to its customers (see pages 28/29), the
Komax Group understands their needs and of-
fers them a comprehensive range of innovative
and reliable automation solutions. The offering
covers the most capital-intensive and critical
processes of customer value chains – from mea-
suring and cutting wires to the taping process,
and finally the testing of the completed wire
harness (see pages 26/27). The Komax Group
relies not only on its proprietary developments,
but also on the expertise of established partners.
As a result, customers receive solutions for the
key wire processing applications on a one-stop
basis. This approach is unique in the world.

In recent years, the Komax Group has suc-
ceeded in closing the existing gaps in its spec-
trum of products and solutions thanks to a
number of acquisitions and the combination with
Schleuniger, with the result that it can now offer
its customers end-to-end solutions. The Komax
Group has by far the broadest portfolio of solu-
tions on the market, which means that it can
address a whole range of customer needs in a
targeted way.

Innovative production concepts
For a market leader like the Komax Group, inno-
vations are of maximum strategic importance.
The company has therefore been investing in
innovations to optimize its existing product ran-
ge, as well as in new developments, for many
years. Every year, the Komax Group channels
some 8–9% of revenues into research and de-
velopment (see page 41). The bottom line here
is to give customers an additional competitive
edge by making their processes safer and more
efficient. All activities are systematically geared
toward customer needs and expectations.

That is why the Komax Group typically emp-
loys interdisciplinar y teams – consisting of
marketing experts, product managers, and de-
velopment engineers – on innovation projects.
For example, skillfully combining different pro-
cesses and technologies reduces interfaces and
lead times. At the same time, processing relia-
bility is increased.

Global customer proximity
The Komax Group has 25 engineering and pro-
duction sites located in Europe, Asia, North and
South America, and Africa. The company provi-
des sales and service support in more than 60
countries through its subsidiaries and indepen-

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Reportdent agents, which gives it a unique global pre-
sence. It has set itself the goal of being close to
its customers so that it can provide outstanding
service combined with the shortest possible re-
sponse and supply times.

(industrial). As these markets offer attractive
long-term growth opportunities, the Komax
Group is seeking to increase its penetration. If
this is to be achieved, targeted investment in
marketing and sales is essential.

Financial stability
Safeguarding financial stability is a further key
strategic element for the long-term success of
the Komax Group. The company is distinguished
by its robust equity base and strong profitability.
Its equity ratio is 53.2%. This solid foundation
enables the Komax Group to systematically pur-
sue opportunities to develop the company fur-
ther and offers security in challenging times.

Selective acquisitions
The Komax Group primarily aims to grow orga-
nically. In addition, potential candidates and op-
portunities for acquisitions are carefully exami-
ned as part of a clearly defined acquisition
strategy that revolves around its four key strate-
gic priorities. The acquisitions completed in re-
cent years have played a significant role in the
implementation of these strategic priorities. The
combination with the Schleuniger Group in the
year under review was an historic moment and
has enabled significant progress with all four key
priorities (see page 10).

75%

of revenues
from customers
in automotive

To remain competitive, customers of the
Komax Group need to be flexible and select the
optimal economic locations for their production
processes – in other words, set up operations
wherever their end customers are. This is also
true for the Komax Group. To ensure that it stays
close to its customers, including when those
customers choose to relocate, the Komax Group
likewise has to show flexibility. For this reason,
the Komax Group seeks to expand its global
reach in a targeted way, be it through acquisiti-
ons or by opening new sites.

Development of non-automotive markets
The Komax Group generates around 75% of its
revenues through customers in the automotive
industry. Market estimates indicate that some
60% of globally processed wiring is used in au-
tomotive manufacturing. This high proportion is
explained by the fact that the automotive indus-
try is peerless when it comes to standardization
and automation. The considerable volume of wi-
res needed for large-batch processing and the
stringent requirements in place with regard to
finish quality are key arguments in favor of auto-
mated solutions.

In addition to the automotive industry, there
are countless other markets in which numerous
wires are processed. The Komax Group focuses
predominantly on three additional market seg-
ments (see pages 34/35), all of which have
synergy potential with the core business: aero-
space, data communication and telecommuni-
cation (data/telecom), and industrial applications

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportMID-TERM TARGETS

The Komax Group has set itself ambitious targets for both growth and profitability by 2023. The
Komax Group is seeking to increase the value of the company on an ongoing basis through profi-
table growth. Based on IHS Markit’s analysis of developments in the automotive market, the Board
of Directors set targets for revenues and EBIT for 2023 and confirmed the company’s attractive
distribution policy at the beginning of March 2020.

These targets do not yet include the additional contributions to revenues and EBIT from the

combination with Schleuniger that was completed at the end of August 2022.

450–550

50–80

50–60

Revenues 2023 in CHF million

EBIT 2023 in CHF million

Payout ratio in % of EAT

nable value that benefits investors, too. The
Komax Group has set itself the goal of distribu-
ting 50–60% of Group earnings after taxes (EAT)
to its shareholders every year until 2023.

Due to developments in the global markets
of the Komax Group and the great commitment
of the employees, the company was able to
achieve these three goals in the year under re-
view.

Following the combination with Schleuniger,
the Komax Group started to analyze the new
situation in detail in order to subsequently draw
up new targets and the related strategy. These
are expected to be communicated at the end of
September 2023 together with the new mid-term
targets.

The Komax Group is striving to achieve revenu-
es of CHF 450–550 million by 2023, primarily on
the basis of organic growth. The Komax Group
estimates that the market will grow on average
by at least 5–7% per year from 2020 to 2023.
This growth is based on the annual increase in
the number of vehicles produced globally (CAGR:
3–4%) and the steady rise in the degree of auto-
mation in wire processing (CAGR: 2–3%). The
Komax Group is expecting to generate annual
organic revenue growth at least in line with the
growth of the market.

The Komax Group has a broad portfolio of
innovative solutions. Rising revenue figures and
an advantageous product mix enable the Komax
Group to deliver disproportionately high increa-
ses in profitability. It is seeking to achieve EBIT
of CHF 50 –80 million in 2023. Thanks to a
business strategy that is geared toward long-
term success, the Komax Group creates sustai-

Komax Group key figures without Schleuniger

Revenues (in CHF million)

EBIT (in CHF million)

Payout ratio (in % of EAT)

Komax Group Annual Report 2022

2022

522.2

66.7

54.5

2021

421.1

44.8

57.0

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportSOLUTIONS ALONG THE VALUE CHAIN

Komax Group
automation solutions
at work
MES – Manufacturing
Execution System

Order

Planning

Drawing

Production
data

Omega 750

Taping

Pre-assembly line

Cutting area

Raw material

Supply

Alpha 550

Delta 240

Rotar 500

Final assembly

Testing

Final product

Delivery

TS1500

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportThe majority of customers of the Komax Group are wire harness manufacturers whose business
consists of processing individual wires – predominantly by hand – into wire harnesses and deliver-
ing these to vehicle manufacturers (OEMs). The Komax Group offers its customers a wide range of
solutions and systems for the automated and efficient processing of wires and for the taping and
testing of wire harnesses. These are used in the cutting room, at the pre-assembly stage, and when
taping and testing.

In addition, the Komax Group supports its customers throughout the value chain – from planning
through to delivery – with its Manufacturing Execution System (MES) solutions. This software auto-
mates the planning, controlling, monitoring, and analysis of all resources and production processes.
This has the effect of optimally deploying machines, materials, and employees, so that wire harn-
esses can be completed to deadline, as well as to the requisite quality.

Cutting, stripping, crimping, block loading
With the Omega 750, the cutting, stripping, crimping, and loading of
terminals is undertaken with just one machine. The end product is a
wire harness fitted with contact housings on both sides, produced
in a fully automated way.

Cutting, stripping, crimping
Fully automatic crimping (crimp to crimp) and twisting machines can
be found in the cutting room. For the double-sided crimping and fit-
ting of seals, customers use the fully automated Alpha 550 crimping
machine (pictured) from Komax, or the CrimpCenter 64 SP from
Schleuniger.

Semi-automatic crimping
In order to be able to process individual lines at the pre-assembly
stage, customers use a machine like the Schleuniger StripCrimp 208
crimping machine or the Komax Delta 240 benchtop crimper (pictured).
The programmable stripping unit, automatic fine adjustment of crimp
height, integrated crimp force monitoring, and bad crimp cutter gua-
rantee a high level of quality.

Taping
In order to reduce sources of noise and prevent electromagnetic
disruptions, wire harnesses are taped with machinery such as with the
new Rotar 500 (see page 48). The act of bundling wires or attaching
fastenings to wire harnesses is likewise covered by this section of
the value chain.

Testing
Before customers of the Komax Group deliver the completed wire
harnesses to the OEM, they subject every single wire harness to a
connection test (electrical test) using test systems such as the
TS1500.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportAROUND THE
WORLD

North/South America

Revenues: CHF 132.4m (21.8%)
Employees: 454

Engineering and production sites: 5

The Komax Group produces in
Europe, Asia, North and South
America, and Africa, and provides
sales and service support through
its subsidiaries and independent
agents.

Komax Group Annual Report 2022

Close to customers

engineering
and production
sites

Strong multicultural team

3 390

employees

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportUnique distribution and service network

countries with sales
and service support

Europe

Revenues: CHF 257.6m (42.5%)
Employees: 2 338

Engineering and production sites: 13

Headquarters in
Dierikon, Switzerland

Asia/Pacific

Revenues: CHF 133.1m (22.0%)
Employees: 428

Engineering and production sites: 5

Africa

Revenues: CHF 83.2m (13.7%)
Employees: 170

Engineering and production sites: 2

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportCUSTOMER
PROXIMITY –
GLOBAL LOCAL

Proximity to customers and short reaction and supply times are
crucial to the success of the Komax Group. This is why it has been
applying the motto “global local” for many years now – global pro-
duction with a unique local distribution, engineering, and service net-
work across all continents. With some 3 400 employees, the
Komax Group produces standardized products and customer-
specific systems at 25 locations worldwide.

The Komax Group has engineering and produc-
tion sites across the continents of Europe, North
and South America, Asia, and Africa at which it
produces standardized products, customer-spe-
cific systems, and testing systems (see pages
28/29). Thanks to the combination with Schleu-
niger, the company has been able to significant-
ly expand its market presence in Europe, North
America, and Asia through eleven additional
companies (see equity holdings on pages
133/134 of the Financial Report).

Furthermore, the Komax Group expanded
its offering in India at the beginning of May
2022 with its own testing company in Pune,
thereby strengthening customer proximity in
the growing testing business in this important
market.

With production sites in all the most important
market regions of the world, the Komax Group
meets the expectations of its global customers,
who require their suppliers to have a local presen-
ce. In the current environment, characterized by
persistent challenges in global supply chains, this
customer proximity is proving an advantage. Po-
tential supply difficulties can be mitigated in part
by short distances. This is an area in which the
Komax Group performed very well in 2022, de-
spite the extremely challenging market situation.
Thanks to its customer proximity, the Komax
Group has its finger on the pulse of industry. This
is crucial for the Group if it is to deploy its expe-
rience of almost 50 years to develop high-qua-
lity, innovative automation solutions for local
needs in global markets. In addition, international

“With our own production site in India we can explore
the needs of our Indian customers even better and
more rapidly, while at the same time positioning the
Komax Group as a quality provider in this growth
market.”

Matijas Meyer, CEO Komax Group

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report“We would like our customers to be able to experience
our products and services ‘live’, and are keen to shape
the future of the industry together with them through
intensive one-to-one exchanges of ideas.”

Tobias Rölz, Executive Vice President Market & Digital Services

orientation also helps mitigate the repercussions
of currency fluctuations. The Komax Group
seeks to ensure that costs and revenues are
generated in the same currencies to the greatest
extent possible.

With its unique sales and service network,
the Komax Group can always provide efficient
and competent support to its locally and globally
active customers. It provides sales and service
support via subsidiaries and independent agents
in over 60 countries. Since the combination with
Schleuniger, some 370 employees are working
in the company’s international service organi-
zation.

Making products and services palpable for
customers locally
The Komax Group enhances its customer pro-
ximity through its presence at trade fairs and
events around the world. Here it presents its
latest developments in automated wire proces-

sing and actively fosters exchange of ideas in
respect of key themes in the industry.

The Komax Group hosted the WirePro Expo
trade fair at its headquarters in Dierikon, Swit-
zerland, on 25–27 October 2022. Some 2 400
experts from 44 countries attended the event to
discuss the future of their industry. More than
100 products and solutions were presented by
Komax, Schleuniger and six other exhibitors.

The focus of this event was on technical in-
novations along the entire value chain. The
Komax Group unveiled numerous solutions,
such as the new Omega 840/850 (see page 47),
and emphasized its vision of the networked
factory – the SMART FACTORY by KOMAX (see
page 43). As part of the accompanying program,
keynote speakers from Volkswagen AG, Siemens
EDA GmbH, and EDAG Engineering GmbH, as
well as numerous other experts, gave talks on
trends and technical innovations in the industry.
You can find more information on this event on

Interested visitors at
WirePro Expo 2022 in
Dierikon, Switzerland.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Reportthe News Portal of the Komax Group (newspor-
tal.komaxgroup.com).

The trade fair highlight of 2023 will be Pro-
ductronica, to be held in Munich in November.
This will be the first trade fair at which Komax
and Schleuniger have a large, shared exhibitor
presence. Other trade fairs at which the Komax
Group will exhibit can be found at www.komax-
group.com/en/trade-fairs.

Digital customer proximity
Digital change is taking great strides forward in
the B2B area. Customer needs and expectations
have changed in all sorts of areas. Customers
want to be able to call up product information,
submit a service enquiry, or initiate an order ra-
pidly, easily, and digitally. The Komax Group is
helping customers here and supporting their
digital needs.

This includes the company’s recent launch
of the Komax Unified Digital Experience – or
Kudex for short. Through Kudex, the Komax
Group is creating the technical and organizational
prerequisites for achieving even greater custo-
mer proximity with its digital offerings, too.

The Kudex team focuses both on internal
digitalization projects and those that can be
directly experienced by customers. In order to
optimally understand their needs and be in a
position to offer added value through all chan-
nels, the Kudex team is currently working with

In order to make the
new brand experience
palpable for its sub-
sidiaries, the Komax
Group held a number
of “We are one” road-
shows at its various
locations, such as here
at TSK in Germany,
which now goes by
the name Komax
Testing Germany.

a customer pool. Customers can register for this
on a voluntary basis. In interviews and surveys
they share their opinions, wishes, and experien-
ces, which gives the Komax Group important
information so that it can develop needs-orien-
ted digital solutions.

An initial milestone was the launch of the new
website (www.komaxgroup.com) in October
2022, with a modern design language, intuitive
navigation, and revised content that has been
optimized for all devices. As websites are regu-
larly updated, on the face of it this sounds like
just a small step for the Komax Group and its
customers. But it is about much more than the
website itself, which is just the first visible result
of the work undertaken in recent years. In the
future, the website will give customers access
to a portal that will be continuously expanded
over the coming years. Over the last few years,
work has focused intensively on the cleansing
and networking of systems and data in order to
ensure a secure level of automation that is at the
same time as efficient as possible. In 2023, this
will (among other things) enable the Komax
Group to introduce online service ticketing.
Customers will be able to log in to their customer
area via the website in order to address, among
other things, maintenance orders or warranty
cases. This is an initial step on the road to the
self-service boutique of the SMART FACTORY
by KOMAX (see page 43).

New brand strategy
One of the key success factors of the Komax
Group is its strong brand. Brand strategy is the-
refore a vital element in the implementation of
the overall strategy of the Komax Group. Over
the last few years, the Group has increasingly
transformed into a provider of solutions and ser-
vices along the entire value chain. As a result,
the companies and products that lie behind the
individual brands have converged more and
more. This should also be reflected in terms of
the visual image. To this end, the brands Artos,
Exmore, Kabatec, Laselec, Thonauer, and TSK
that existed prior to the combination with Schleu-
niger were relinquished, with the focus shifting
to the Komax brand.

In addition, the Komax brand is being repo-
sitioned to add the notion of a partnership-based
relationship to the aspects of pioneering spirit,
technological leadership, and high-quality aspi-
rations, and to make all these aspects more

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Reporttangible for customers. Similarly, the latest An-
nual Report has a new look, in keeping with the
motto “Growing together.”

As a result of the combination with Schleu-
niger, the Komax Group will adopt a multi-brand
strategy over the coming years. In addition to
the Schleuniger brand, the company has now
also acquired the adaptronic, Cirris, and DiIT
brands. The positioning of the individual brands
is set to be defined more sharply in alignment
with the development of the Komax Group’s new
strategy.

Comprehensive service offering
The Komax Group has a broad-based service
offering consisting of advice, installation, trai-
ning, maintenance, repair and renewal, and the
expansion of customer systems.

Building on this, the Komax Group has crea-
ted an international service agreement concept
in the form of Komax Care, which helps custo-
mers get the very best out of their machine in-
vestments in respect of productivity, availability,
and quality. Komax Care allows individual service
packages to be put together that are optimally
tailored to the needs of customers. The under-
lying packages – Basic, Remote, Maintain, and
Optimize – contain traditional technical services
as well as innovative digital options, and can be
expanded with various options that give custo-
mers of the Komax Group added value throug-
hout the entire life cycle of their systems.

Training to boost customer productivity
A well-trained workforce can help minimize ou-
tages through user or maintenance error, and
can shorten machinery configuration times. This
translates into increased productivity as well as
goods of higher and more consistent quality.
Through the Komax Academy and the Schleu-
niger University, the Komax Group empowers
its customers to operate and maintain their ma-
chines and testing systems flawlessly.

The Komax Academy provides a modular
training program at three levels of competence
– basic, advanced, and specialist – including
certification. The various training modules are
aligned with different customer needs and dif-
fering levels of experience, and take place at
locations of the Komax Group worldwide. More
than 100 training courses are also offered online
in 13 languages.

This offering was further expanded in 2022
by the virtual classroom, for which the Komax
Group developed an online environment. This
sees course participants join a moderated group
in an exhibition room or a production area via
live streaming. With some applications, a holo-
graphic 3D environment is created for partici-
pants using “mixed reality” based on Microsoft’s
HoloLens2.

Among other things,
the Komax Academy
uses a holographic
3D environment with
“mixed reality” for
training purposes.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportMARKETS

The Komax Group primarily focuses on four market segments.
The core business is the automotive market segment, which ac-
counts for some 75% of revenues. In the aerospace, data/telecom,
and industrial market segments, the Komax Group is continuously
strengthening its presence and exploiting the synergy potential with
the core business. All segments benefit from the global service net-
work of the Komax Group and from the various service offerings.

Automotive
The automotive segment is by far the most im-
portant market segment for the Komax Group.
There are a number of reasons for this. In no other
industry is the volume of wires to be processed
so large. With a production output of more than
80 million vehicles per year, each containing on
average some 1 600 wires with 2 600 crimp con-
tacts, the demand for automation solutions is
enormous. This is because the number of wires
per vehicle is continually rising owing to an increa-
se in electrical functions. Although the automotive
industry has no peer when it comes to the degree
of standardization and automation in the produc-
tion process, there is still plenty of potential for
additional automation steps, as wire harnesses
are still manufactured by hand to a large extent.

Data/telecom
The transfer of large volumes of data
and the permanent networking of peo-
ple have become standard practice in
the data/telecom market segment. The
wiring used in this area is being increa-
singly used in vehicles, too, as cars be-
come ever more interconnected, with
comprehensive information systems
that are a prerequisite for autonomous
driving. The Komax Group can there-
fore also transfer the experience gained
in the data/telecom market segment to
the automotive segment.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportAerospace
Issues such as safety, lightweight construction,
and lower emissions have been at the forefront of
developments in aerospace for many years. The
Komax Group can draw on the experience acqui-
red in these areas when it comes to its core busi-
ness too, as these themes continue to gain in
importance in the automotive industry. Thanks to
Toulouse-based Komax Laselec, the Komax
Group boasts a great deal of aerospace know-
how. There is very little automation of wire pro-
cessing in the aerospace industry, and the entry
barriers for suppliers are considerable. As a result,
it took years for the Komax Group to establish
itself in this market segment and win major orders.

Industrial
The processing of wires for industrial applications
such as electric control cabinets often involves
working with very small batches. To ensure that
automation is nevertheless a cost-efficient option
for control cabinet manufacturers, Komax has
developed specific machines of the Zeta type.
These machines manufacture all the various wi-
res that are needed automatically, ensuring that
they are in the right sequence and of the right
length. This has the effect of reducing manual
labor to a minimum. Manual processes such as
cutting, stripping, marking, and sleeve insertion
are rendered obsolete. Automation of this kind
has proven its worth in the area of wire proces-
sing in the automotive industry for many years,
and is now increasingly finding its way into indus-
trial applications. For the purpose of optimizing
the available potential for automating control ca-
binet construction even more, the Komax Group
works with technology leaders Armbruster Engi-
neering, nVent Hoffman, Weidmüller, and Zuken
in the Smart Cabinet Building Initiative (see page
45).

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportAutomotive sector growing in a difficult
environment
The largest sales market of the Komax Group
recovered slightly from a low level in 2022. De-
spite the difficult market environment – which
included persistent supply bottlenecks, war in
Ukraine, and rising inflation – global vehicle pro-
duction increased. The long-term trends of gro-
wing numbers of vehicles, e-mobility, and rising
automation in wire processing business remai-
ned intact.

The rising number of vehicles produced is one
of the growth drivers of the Komax Group. Ac-
cording to IHS Markit analysis, some 82 million
cars and light commercial vehicles were manu-
factured worldwide in 2022. In other words, the
volume of production was slightly above the
level of 2021, which was more strongly affected
by the coronavirus pandemic, but still well below
the peak of 2017, when 95 million vehicles were
produced. The reasons for this sluggish develop-
ment are above all the persistently challenging
situation in global supply chains, which has been
exacerbated in Europe in particular by the war
in Ukraine, high inflation, the interest rate trend
reversal, and the gloomier overall prospects for
the global economy. Growth forecasts for the
next few years were gradually scaled down over
the course of 2022 due to the expected econo-
mic slowdown.

IHS Markit is anticipating an average annual
growth rate over the next four years of around
3%. At the start of 2022 they were still expecting
a growth rate of between 4% and 5%.

Regional development reveals ongoing
shift to Asia
Compared with the previous year, the number
of vehicles produced in 2022 developed diffe-
rently in the various regions. In Europe, 15.6 mil-
lion vehicles were manufactured, representing
a slight decrease of 0.3 million vehicles, or 1.8%.
The opposite trend was seen in Asia, where 46.8
million vehicles were produced, i. e., 3.2 million
or 7.3% more than in 2021. In North/South Ame-
rica, production volumes recorded a sharp rise
to 17.1 million vehicles, which equates to a
growth rate of 9.5%.

China remains by far the world’s biggest
automotive producer. In the year under review,
26.3 million vehicles were manufactured in
China, corresponding to over 32.2% of global
vehicle production. A further 20.5 million vehic-
les were produced in other Asian countries,
which means that some 57% of total vehicle
production took place in Asia – one percentage
point more than in 2021. Vehicle production has
therefore been steadily shifting to Asia since
2019, when 52% of all cars and light commercial
vehicles were manufactured there.

Analysts at IHS Markit expect production
figures to rise in all regions in 2023, and Europe
is predicted to make up further ground. With
production volumes in Europe having declined
for three years in succession, IHS Markit is now
projecting an increase of 6.4%, or 1.0 million
vehicles, in 2023. IHS Markit is also expecting
growth in North/South America of 5.4% or 0.9
million vehicles. Analysts are predicting that the
lowest increase will be recorded in Asia (+2.6%),

Number of passenger cars and light commercial vehicles produced
in millions

100

9
8

5
7

7
7

3
8

2
8

0
9

5
8

6
9

8
8

9
9

1
9

9
9

2
9

2019

2020

2021

2022

2023

2024

2025

2026

Forecast January 2022
Forecast January 2023

Source: IHS Markit

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Reportsince the decline there in previous years was
less significant than in other regions and pro-
duction volumes had been ramped up again as
early as 2021.

Semiconductor shortage and supply chain
problems
The 2022 reporting year was characterized by
various crises around the world. A shortage of
semiconductors persisted in 2022, leaving the
automotive industry exposed to ongoing supply
bottlenecks. The result? New vehicles either
could not be delivered at all, or buyers had to
accept very long waiting periods. Moreover, in
some cases buyers also had to forego key fitout
accessories such as assistance systems. Alt-
hough the availability of semiconductors has im-
proved, the headwinds faced by the automotive
industry can be expected to have a bearing on
2023, too.

Supply chain problems and an associated
lack of component parts have been an issue for
automotive producers for a few years now. The
coronavirus pandemic weighed heavily on the
network of global supply chains, and in some
cases clear limits became apparent. This was
due partly to congested ports, which in turn
meant slower turnaround rates for ships, con-
tainers, and other means of transport, as well
as longer transit times and mounting logistics
costs. IHS Markit analysts are working on the
premise that there is no quick fix for the supply
chain problems and that this could lead to a
change in supply chain management within the
automotive industry. In other words, vehicle
manufacturers will have to move away from
sticking rigidly to just-in-time manufacturing and
instead be able to build up stocks of various
components. This option would prove less
costly than further production stoppages.

Overcoming supply chain difficulties also
represented a substantial challenge for the
Komax Group in 2022, prompting supply hold-
ups in some areas. Against a backdrop of rising
production volumes and a concomitant increase
in material requirements, the existing supply
chain challenges became even more pronoun-
ced for the Komax Group. Overall, however, the
Komax Group rose to these challenges very well,
thanks to careful planning and professional
supplier management. For the most part, the
high delivery dependability that the company’s
customers are accustomed to was upheld.

Ukraine war exacerbates situation in
automotive sector
The difficult situation in the automotive industry
was intensified in the spring of 2022 by the war
in Ukraine, as some 7% to 8% of all wire harnes-
ses produced in Europe are assembled there. To
compound matters, raw material and energy
prices rose sharply, among other things due to
sanctions against Russia on the part of the EU,
the United States, and other countries. This re-
sulted in additional cost pressures on both auto-
motive producers and their suppliers. The situa-
tion was compounded by a general rise in prices,
with rates of inflation at times surging to around
the 10% mark even in the leading industrialized
nations. This said, the International Monetary Fund
(IMF) believes that inflation has already peaked and
will continue to fall sharply over the next few years.
In order to compensate for reduced Ukrainian
production capacity against a backdrop of war
and secure their ability to supply automotive
producers reliably, wire manufacturers have been
building up substitute capacity in other countries,
particularly in North Africa and elsewhere in
Eastern Europe. As a result, the Komax Group
received a large number of extraordinary orders
in the first half of 2022.

Accelerated trend towards automation
The various geopolitical and macroeconomic
factors influencing economic development have
in no way changed the trend towards greater
automation in wire processing. In the reporting
year, this trend continued and even accelerated.
The lion’s share of wire processing continues to
be done by hand, particularly in low-wage count-
ries in Eastern Europe, Central America, and Asia.
Geopolitical uncertainties, rising wage costs in
the medium term, and an increasing shortage of
skilled labor provide wire manufacturers with
strong incentives to invest in automation. Furt-
hermore, the emergence of a trend of shortening
supply chains has become apparent.

As a consequence, automotive suppliers are
moving closer to manufacturers. This is only
possible by increasing the degree of automation,
as wages in countries where automotive produc-
tion takes place tend to be higher than those at
the production sites of wire manufacturers. The
Komax Group is observing this trend of shorter
supply chains not just in the automotive industry,
but also in the industrial market segment in the
United States, for example.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportAutomotive industry undergoing
radical change
The automotive industry has been going through
a process of radical change for a number of years
now. Alternative drivetrains, digitalization, and
autonomous driving are playing a key role, which
in turn necessitates very sizeable investments
from automotive manufacturers. The modern
driver has a number of alternatives to diesel and
petrol engines – with electric, hybrid, plug-in hy-
brid, natural gas, and fuel cell vehicles. In par-
ticular, automotive groups have communicated
ambitious multi-billion plans in the e-mobility
sector, announcing a number of further new
electric vehicles for the coming years.

This is in line with national plans to reduce
greenhouse gas emissions, an essential step if
the targets of initiatives such as the Paris Agree-
ment on climate change and the European
Green Deal launched by the EU Commission are
to be achieved. In the reporting year, the EU
tightened its CO2 emission targets for new cars
and light commercial vehicles. From 2035, CO2
emissions for new passenger cars and light
commercial vehicles will have to be reduced to
zero. The mid-term emission reduction targets
for 2030 were set at 55% for cars and 50% for
light commercial vehicles. In 2022, California –
the largest automotive market in the US – like-
wise issued a ban on the sale of new petrol cars
from 2035, and other federal states are expected
to follow suit. China has set itself the target of
increasing the proportion of electric cars to 50%
of all newly sold vehicles by 2035. In other
words, the drive toward emission-free mobility
is in full swing underway.

The Komax Group supports the transition
to e-mobility
The coronavirus pandemic accelerated the trend
towards e-mobility. Numerous automotive ma-
nufacturers have now named their cut-off point
for production of the last vehicles with combus-
tion engines. Volvo, for example, has announced
that it will be selling exclusively electric cars as
of 2030. Fiat will switch its product range to pu-
rely electric cars step by step between 2025 and
2030. And with effect from 2033, Volkswagen
and Audi will likewise cease sales of vehicles
with combustion engines in Europe.

Of the 82 million vehicles produced in 2022,
11.3 million were electric, i. e., pure battery
electric vehicles (BEVs) and plug-in hybrid elec-
tric vehicles (PHEVs). China currently accounts
for the lion’s share of total production in this
segment, or just under 60%. Compared with the
prior year, in which 6.6 million electric vehicles
(BEVs and PHEVs) were produced, the figure for
2022 represents an increase of around 71%. As
a result, electric vehicles increased their share
of overall automotive production from 8.5% to
13.8% in 2022. Given the impending bans on
combustion engines and the plans of major
automotive manufacturers, this development is
set to continue over the coming years.

IHS Markit expects almost 16 million plug-in
hybrid and electric vehicles to be produced in
2023, which would equate to just under 19% of
global vehicle production. By 2027 this figure is
set to rise to almost 35 million, or 37% of global
vehicle production. This would equate to an
annual average growth rate in electric vehicle
production of more than 25% between 2022 and
2027. In the reporting year, IHS Markit sharply

Proportion of global vehicle production volume accounted for by electric vehicles
in millions

120

100

4.6%

8.5%

13.8%

18.7%

23.2%

28.3%

33.2%

37.4%

2020

2021

2022

2023

2024

2025

2026

2027

Plug-in hybrid (PHEV)
Battery electric vehicle (BEV)

Global vehicle production volume

Source: IHS Markit

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

revised its estimates for development of electric
vehicle volumes upwards. Compared with the
previous year, its analysts increased their fore-
cast for 2023 by 3 million electric vehicles and
for 2027 by over 5 million electric vehicles.

The Komax Group is well positioned to ac-
company this transition. It will participate in
growth on the one hand thanks to its portfolio
of solutions for the processing of high-voltage
cables, and on the other because new electric
vehicle models frequently have state-of-the-art
assistance and infotainment systems. All these
systems require a large number of special ca-
bles, creating additional sales opportunities for
the Komax Group.

Automation in non-automotive markets
In the reporting year, the trend towards greater
automation was also observed by the Komax
Group outside of the automotive industry. There
is still a substantial need for automation in the
industrial market segment in particular. This was
already apparent in the difficult years following
2020, when this market segment experienced a
drop in revenues that was much less pronoun-
ced than for customers in the automotive indus-
try. Industrial customers such as control cabinet
manufacturers, for instance, are seeking to en-
hance productivity through increased automa-
tion. One important factor here is the shortage
of qualified personnel. Back in 2020, the Komax
Group launched the Smart Cabinet Building In-
itiative together with other leading technology
companies with a view to optimally harnessing
automation potential in the area of control cabi-
net construction (more on this can be found on
page 45).

In the year under review, the aerospace market
segment increasingly recovered from the slumps
suffered in 2020 and 2021. The key catalysts
here were the end of coronavirus lockdowns and
the increasing willingness of people to travel.
The automation of wire processing is still not
very advanced in this market segment, and this
opens up opportunities for the Komax Group
that it will put to good use.

Sharp increase in both order intake and
revenues
2022 was a very successful financial year for the
Komax Group. It registered a record order inta-
ke of CHF 678.1 million, which is equivalent to a
year-on-year rise of 40.6%. As at 31.12.2022, the
company recorded a book-to-bill ratio of 1.12.
Revenues were up CHF 185.2 million at CHF
606.3 million (+44.0%). Due to the supply chain
situation, there were challenges in processing
the very strong order book.

In the first half of the year, when the Komax
Group received numerous orders as a result of
the war in Ukraine, revenues could not keep
pace with the development of the order intake.
The Komax Group then improved the utilization
of existing production capacity in the second
half of the year thanks to the great efforts of
many employees. In the last four months of the
year following its consolidation, Schleuniger
contributed CHF 84.1 million to overall revenues.
Approximately one third of the Komax Group’s
revenues hinges on the number of vehicles
produced. Following the revenue slumps in 2019
and 2020, the Komax Group has gradually found
its way back to normality since 2021. Overall,
the upward trend that first manifested itself in

Order intake and revenues
in CHF million

800

600

400

200

3
.
6
0
6

1
.
8
7
6

2022

1
.
1
2
4

4
.
2
8
4

2021

6
.
7
2
3

3
.
5
4
3

2020

Order intake
Revenues

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

that year persisted in 2022. Customers continu-
ed to seek to increase the degree of automation
in their factories, demonstrating considerable
interest in the innovative solutions of the Komax
Group as a result.

Record revenue growth in all regions
The trend toward higher automation in all market
segments, the war in Ukraine, and the combina-
tion with Schleuniger fueled a substantial increa-
se in revenues in the reporting year in all regions.
At +45.4%, North/South America recorded the
strongest growth, followed by Europe (+51.2%),
Africa (+37.4%), and Asia/Pacific (+34.3%).

The breakdown of revenues by currency
changed minimally between 2021 and 2022: the
proportion of revenues booked in EUR decreased
slightly from 49.6% to 47.0%, but continues to
dominate the revenue picture. The proportion of
revenues booked in USD remained stable at
18.8% (2021:18.9%), while it decreased by one
percentage point in CNY from 14.6% to 13.6%.
Accordingly, the share of revenues booked in
other currencies rose to 20.6%. The changes in
the key currencies and their respective sensitivi-
ties are set out on page 129 of the Financial
Report.

Outlook for 2023
The Komax Group started off 2023 with a record
order backlog. The Komax Group is confident
that the trend towards automation will persist,
and hence so, too, the robust demand for the
solutions offered by the company. In addition,
the Komax Group is expecting the supply chain
situation to gradually improve in 2023, which
would help the high order backlog to be worked
down over the coming months.

If Schleuniger had contributed twelve months
to the Komax Group’s 2022 results instead of
four, revenues would have amounted to a total
of around CHF 770 million. Despite the fact that
the extraordinary revenues of approximately
CHF 70 million triggered by the war in Ukraine
will no longer be a feature of results in 2023, the
Komax Group is anticipating revenues that are
at least on a par with 2022 figures (around CHF
770 million). This is assuming that there are no
significant changes in the market environment
and in knowing that visibility is limited to a few
months. The EBIT margin depends very much
on the product mix. Given that this is unlikely to
be as favorable in 2023 as it was in 2022, the
Komax Group is expecting an EBIT margin in the
region of 11%.

Revenues by region

in TCHF

Europe

Asia/Pacific

North/South America

Africa

Total

2022

257 641

133 157

132 364

83 170

606 332

2021

170 377

99 132

91 032

60 526

421 067

+/– in %

51.2

34.3

45.4

37.4

44.0

A percentage breakdown of revenues by region can be found on pages 28/29.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportSTRENGTHENING
INNOVATION

For a market leader like the Komax Group, the ability to roll out
innovations on an ongoing basis and thereby enable its custo-
mers to gain genuine competitive advantages is of the utmost
strategic importance. For that reason, the Komax Group channels
some 8–9% of its revenues into research and development every
year. The combination with Schleuniger is now opening up further
avenues of opportunity.

9.7%

of 2022 revenues
invested in
research and
development

Megatrends such as electro-mobility, digitaliza-
tion, and autonomous driving offer many oppor-
tunities in the market of automatic wire proces-
sing. In order to exploit these and be in a
position to offer customers further innovative
solutions, the Komax Group has for many years
been investing above-average sums in new de-
velopments and the optimization of its existing
product portfolio. Specifically, the Komax Group
has spent CHF 212.4 million in this area since
2018. In doing so, it has consolidated its leading

Expenditure on R&D1
in TCHF

R&D in % of revenues

9.7

9.8

9.1

9.9

8.6

8
1
0

9
5

6
6
0

1
4

6
5
7

9
2

1
3
5

1
4

1
5
0

1
4

2022

2021

2020

2019

2018

The Schleuniger Group was consolidated as of 1 Septem-
ber 2022. Accordingly, four months of Schleuniger’s R&D
expenditure are included in the financial year 2022.

Komax Group Annual Report 2022

position, driven forward the automation of wire
processing, and actively influenced the process
of radical change in the automotive industry.
These are crucial upstream investments that will
allow the Komax Group to leverage additional
unique selling propositions and secure the com-
pany’s competitiveness. The goal is to develop
additional innovative and differentiating products
and solutions for customers.

In 2022, the Komax Group, including Schleu-
niger, invested a total of CHF 59.0 million or 9.7%
of revenues (2021: 9.8%) in the development of
new products and the optimization of existing
ones. This amount comprises both investment in
internal development services (CHF 49.5 million)
and in those of third parties (CHF 9.5 million).

Bundling of innovative strength thanks to
the combination with Schleuniger
A key strategic target of the combination of Komax
and Schleuniger at the end of August 2022 is to
bundle the companies’ skills and resources in
the area of research and development. Market
opportunities can be better exploited jointly.
Customers can be more rapidly provided with
innovative solutions for their needs, and can fur-
ther increase automation.

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

mer-specific applications. The personnel costs
of these engineering employees are not included
in research and development expenses where
these individuals have worked directly on cus-
tomer projects.

SMART FACTORY by KOMAX
The trend towards digitalization is in full swing,
particularly in the automotive industry. More di-
gitalization also means more data, more electri-
fication, and more wiring and cabling. This is
good for the business of the Komax Group, but
presents its customers with growing challenges.
A wide range of components and products are
becoming increasingly intelligent and, at the
same time, more complex on the electronic side.
The miniaturization of contact systems is conti-
nuing, adding a further layer of complication to
manual production steps. Compounding this
problem are ever-rising personnel costs along
with a global shortage of skilled labor.

Customers of the Komax Group have to
deliver consistently high quality and reliability
despite rising complexity and higher personnel
expenses, while the same time keeping costs as
low as possible. The Komax Group helps them
to meet these growing challenges. Specifically,
the Komax Group has developed a vision for
how wire manufacturing can be optimized in the
future – the SMART FACTORY by KOMAX. It
features five components.

The Schleuniger Group is likewise a technologi-
cal leader in the automation of wire processing,
and regularly brings new products with unique
selling points to the market. In particular, Schleu-
niger has brought market-leading expertise in
automatic benchtop cutting and stripping equip-
ment, as well as in the high-voltage area to the
Komax Group.

As part of the integration of the Schleuniger
Group into the Komax Group, all development
projects are being scrutinized. The analysis fo-
cuses on where there is overlap and how the
different skills of both companies can be opti-
mally exploited. Here it is important to ensure
that the progress already made on ongoing
projects is not lost but merged. This integration
process will have the effect of strengthening the
company’s power of innovation and freeing up
new capacity. This in turn will mean that future
development projects that the Komax Group has
previously had to defer can be realized more
quickly. The Komax Group will thereby secure
its competitiveness for the long term and be in
a position to continue to offer its customers cut-
ting-edge technological products and solutions.

271 additional employees in research and
development, and engineering
As of 31 December 2022, the Komax Group had
a workforce of 360 employees (2021: 222 emp-
loyees) in research and development. The strong
year-on-year headcount increase of 62% is the
result of the combination with Schleuniger. The
majority of these (224 employees) continue to
work in Switzerland, which is why the majority
of R&D expenditure is incurred there. In addition,
the Komax Group maintains development units
in Belgium, China, Germany, France, Japan, Sin-
gapore, Hungary, and the US.

The power of innovation of the Komax Group
is strengthened by no less than 353 engineers
(2021: 220 engineers), who make an important
contribution through the development of custo-

713

employees in
R&D and
engineering

“Through the combination with Schleuniger, the Komax Group
has gained additional expertise and more resources to
support its customers with innovative products and services
as the degree of automation continues to rise.”

Matijas Meyer, CEO Komax Group

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportTHE FIVE COMPONENTS OF THE SMART FACTORY BY KOMAX –
OUR VISION OF WIRE MANUFACTURING IN THE FUTURE

Real-Time Quality Audits

No Operator Influence

The Komax Group enables real-time quality audits. Quality
data is collected using IoT technology, stored in the cloud,
and processed in a user-friendly manner. This means that
customers can produce quality reports immediately and
easily, and thereby demonstrate compliance with quality
requirements at at any time and trace processes.

The Komax Group develops fully-automatic, networked
solutions in order to minimize operator influence. For
customers this means a reduction in both personnel costs
and dependency on labor. Moreover, productivity and
transparency are improved while quality remains
consistently high.

On-Demand Service

The Komax Group offers solu-
tions and services on demand.
These include performance-
or usage-based payment for
systems, financing and leasing
services, and procurement of
production capacities to handle
production peaks, for example.
This enables customers to reduce
their capital requirement and
increase flexibility, stability, and
responsiveness.

Self-Optimizing Factory

Self-Service Boutique

The self-optimizing factory improves productivity while
also reducing quality costs. To achieve this, the Komax
Group provides cloud-based algorithms based on
production and behavioral data. Customers therefore
significantly improve machine utilization while at the same
time reducing their quality costs.

The Komax Group offers access to a digital self-service
boutique. Customers benefit from services such as
product and spare parts ordering, web-based training,
software downloads and upgrades, license management,
plus analysis and optimization tools. This means they can
access the services of the Komax Group at any time, from
anywhere, and get a customized picture of their business.

You can find more information on the SMART FACTORY by KOMAX in this video:
komaxgroup.com/en/expertise/smart-factory

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportIn all these areas, the Komax Group is working continuously on implementing its vision,
and has already taken the first steps:

In order to minimize the influence of the operator in wire processing, the Komax Group has deve-
loped the Alpha 650 crimp-to-crimp machine with its intelligent, fully automatic tool changeover
system. This executes the material change in less than a minute – rather than the standard 15 mi-
nutes by hand – while at the same time selecting all the key settings autonomously. This prevents
incorrect handling and guarantees the ultimate in precision and process quality.

Comprehensive production data from machinery makes a key contribution to improving productivity
and quality in wire processing. This becomes apparent with Komax Connect, a cloud-based digital
platform that processes and visualizes this data. Customers receive all the information they need for
the targeted productivity optimization of every machine in real time. For example, machine downtimes
can be immediately analyzed and the parameters recognized for the ideal ratio of quantity to quality.

With the launch of its new website (www.komaxgroup.com) in October 2022, the Komax Group laid
the basis for its 24/7 online service in the form of an e-shop platform. This platform enables the
Komax Group to effect flexible, ongoing optimizations. This includes – as a further step – online
service ticketing for customers.

The Komax Group offers its customers flexibility on the financing side. This encompasses payment
for machines based on performance or usage (e. g., pay-per-use), as well as financing and leasing
services. Among others, the Komax Group cooperates with Siemens Financial Services in this area.
With Komax Care, customers receive individually tailored service packages that enable them to
maintain machine quality and productivity over the longer term.

The Komax Group offers comprehensive quality solutions along the value creation chain – from the
cutting area through to the testing stage. A good example of this is the Q1250 quality tool – the
“digital eye.” With its intelligent image analysis, the Q1250 module monitors crimp quality wholly
automatically, thereby eliminating the need for laborious visual checks by the machine operator.
The broad spectrum of quality solutions and the multitude of data that these generate form the
basis for implementing the real-time Quality Audits Vision.

As a driver of innovation and market leader in automated wire processing, the Komax Group is
implementing its vision of the SMART FACTORY by KOMAX on an ongoing basis. In doing so, the
company is raising the quality, productivity, and flexibility of wire processing to a new level. Toge-
ther with its customers, the Komax Group works intensively on making life simpler, more conve-
nient, and safer.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportBreaking new ground for wire harness
production
The wire harness is currently one of the most
laborious, complex, and expensive individual
components in any vehicle, and is therefore of
crucial importance to the entire automotive in-
dustry. The move to e-mobility and autonomous
driving is changing the requirements for the de-
sign and manufacture of the wire harness. For
automotive groups this means significant invest-
ment. Their suppliers must develop solutions for
new customer needs. The direction of this pro-
cess has been clear for several years now.

As a specialist in automated wire processing,
the Komax Group proactively shapes these
developments, and joins forces with leading
companies from the automotive industry in a
number of organizations. ARENA2036 is an
example of this (www.arena2036.de). Here, in-
terdisciplinary teams are busy researching the
automotive production processes of the future.
The Komax Group is working on several projects
as part of this collaborative effort. Among other
things, this includes the development of guide-
lines on how automotive manufacturers should
design wire harnesses so that they can be as-
sembled reliably thanks to a high degree of
automation.

Both Komax and Schleuniger cooperate in
this context with leading automotive manufactu-
rers and suppliers such as Aptiv, BMW, Bosch,
Daimler, Dräxlmaier, Kromberg & Schubert, Kuka,
Nexans, Rosenberger, Siemens, TE Connectivity,
and Yazaki. One of the first results of this initia-
tive was the development of a DIN standard in
2022 to address the rise in complexity and faci-
litate inherently consistent standardization.

In keeping with the zonal approaches that
apply in wire harness architecture, the wire
harnesses of the future need to be designed in
a modular way, with the smallest possible com-
ponent diversity. Several compact wire harnes-
ses with shorter wires are less complex, more
cost-efficient to produce, and above all more
conducive to automation than one large wire
bundle. And this is what the Komax Group is
committed to.

Digitalization with Industry 4.0 and the
Industrial Ethernet of Things (IIoT)
In order to drive forward digitalization, the Komax
Group collaborates with various leading compa-
nies in a range of organizations. These include

the Open Industry 4.0 Alliance, which is develo-
ping a framework based on existing norms, stan-
dards, and protocols (e. g. OPC UA, IO-Link,
RAMI 4.0), so that machines can communicate
with one another in a uniform language. Thanks
to this development, potential solutions for op-
timum networking at customers’ premises –
such as with digital interfaces and remote mo-
nitoring – can be incorporated in the development
of new solutions of the Komax Group. This is
particularly important for the SMART FACTORY
by KOMAX. The Open Industry 4.0 Alliance now
has more than 100 members, including compa-
nies such as Beckhoff, Endress+Hauser, Kuka,
Microsoft, Samson, and SAP.

Single Pair Ethernet (SPE) – the infrastructure
basis that facilitates the IIoT (Industrial Ethernet
of Things) and Industry 4.0 – is important for the
process of data transfer in vehicles. The Komax
Group joined two SPE associations at the start
of 2022. The SPE Industrial Partner Network is
a network of companies whose aim is to promo-
te this technology as the basis for rapid and
successful growth of the IIoT. Its members in-
clude companies such as Hirose Electric,
Hirschmann, Leoni, Nexans, and TE Connecti-
vity. In addition, the Single Pair Ethernet System
Alliance sees companies such as dormakaba,
Phoenix Contact, Rosenberger, Shenzhen Signal
Electronics, and Weidmüller joining forces to
establish SPE solutions in as many markets and
applications as possible, while at same time
creating a uniform market standard. The Komax
Group cultivates regular exchange of ideas, and
benefits from the transfer of expertise between
the partners.

Smart Cabinet Building Initiative –
comprehensive solutions for control
cabinet construction
In the industrial market segment, the Komax
Group is active in the control cabinet construc-
tion area, among others. Up until now, control
cabinets have typically been constructed manu-
ally and step by step, as one-off constructions.
But there is a great deal of automation potential
in this area. To be able to tap into this potential
to maximum effect, the Komax Group and three
other leading technology companies – Armbruster
Engineering, Weidmüller, and Zuken – launched
the Smart Cabinet Building Initiative in 2020.
They were then joined by nVent Hoffman in 2021
(www.smart-cabinet-building.com).

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportThe aim of this initiative is to use the networking
of technology and expertise across all process
steps to deliver comprehensive solutions for
control cabinet construction. This would enable
working stages that have so far taken place
chronologically to be executed in parallel, there-
by saving both time and costs. The five partners
cover the complete spectrum – from enginee-
ring, including the creation of a “digital twin”,
through to component selection, the pre-assem-
bly of wire harnesses, operating resources and
housings, and assisted final assembly.

steps and permits the efficient parallelization of
work on the control cabinet, while at the same
time making it possible to exploit the full optimi-
zation potential. The systematic collaboration
that characterizes the Smart Cabinet Building
Initiative allows the digital twin to be deployed
to maximum effect. The Komax Group and its
partners will be further increasing automation
and therefore efficiency levels in the control
cabinet construction area going forward. This
will enable customers to remain productive
despite the shortage of skilled labor.

In order for the individual process steps to
be interconnected, a full digital description of
the control cabinet and its components is cru-
cial. This involves the creation of a digital twin,
which is used to control the various process

In 2022, the partners jointly presented the
progress made at the Hanover Fair in Germany
and at WirePro Expo in Dierikon, Switzerland.
Customers were impressed by the thoroughness
of the concept.

THE AREAS OF EXPERTISE OF THE FIVE PARTNERS COMPLEMENT EACH OTHER TO PERFECT EFFECT,
AND COVER ALL THE PROCESS STEPS IN CONTROL CABINET CONSTRUCTION.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportEXAMPLES OF CURRENT INNOVATIONS

Thanks to its targeted investment in research and development, the Komax Group succeeds in
bringing a variety of new products, product enhancements, and services to market every year. The
Komax Group demonstrated its technology leadership impressively in 2022.

Zeta 620 for control cabinet construction
With the Zeta 620, a fully automatic wire processing machine, Komax launched
a product in 2022 that makes it easier for cabinet constructors to get started
with the automation of wire processing, and is therefore very much in harmony
with the Smart Cabinet Building Initiative. In the smallest of spaces, this wire
processing machine produces complete parts lists, and sorts and labels the
wires so that they then only need to be laid in the control cabinet. Without any
change being required, it can process up to 24 wire types in any order with a
cross-section of between 0.5 and 6.0 mm², with up to seven different ferrules.
The available module options simplify the production process and deliver cle-
ar savings in terms of both time and costs. With the Zeta 620, even smaller
control cabinet constructors can make the transition to automation cost-ef-
fectively.

Omega 840/850 – first automatic insertion machine for twisted-pair wires
Twisted-pair wires are a major challenge for automatic wire assembly, as two
ends must be aligned at a small distance apart from one another and then in-
serted into the connector housing. As things stand, the great majority of partial
wire harnesses in vehicles are fitted with these twisted wires, and this propor-
tion is on the rise. They now account for up to 40% of the entire wire harness,
as an increasing number of sensors and actuators need to be incorporated that
rely on these wires. This increases the amount of manual production work, whi-
le at the same time increasing susceptibility to operator error. With the new
Omega 840/850, wire harnesses can for the first time be assembled fully auto-
matically with almost any combination of single and twisted wires. Customers
therefore bring down their costs, increase product quality, and reduce the amount
of testing and correction work that would be required with manual assembly.

Lambda X – greater flexibility and lower space requirement
In October 2022, Komax unveiled its new Lambda X generation of transfer lines.
This machine is a modular platform for the semi-and fully-automatic wire pro-
cessing of data lines. Wires can be fitted on either one or both sides. The mo-
dular set-up of hardware and machine control is conducive to efficient and in-
tuitive operation. Single production modules can be individually added by the
customer, which in turn facilitates great flexibility. The Lambda X is therefore
only as large as the customer requires. This allows for a space saving of up to
45% compared to the predecessor generation as well as competitor products.
What’s more, the Lambda X can be expanded after its initial commissioning at
the customer’s factory, and the degree of automation can be further increased.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportSchleuniger Transfer Line Family S70

Schleuniger has unveiled a number of innovative transfer machines in recent years. Indeed, with its Transfer Line Family S50 it has
simultaneously won two prestigious design prizes: the iF Design Award in the “Industry/Tools” category, and the German Design
Award in the “Excellent Product Design – Industry” category. The Transfer Line Family S70, a modular platform for high-voltage ap-
plications, likewise scooped a number of awards in 2022, including the most significant technology prize in Switzerland – the Swiss
Technology Award in the “Industry Innovation” category.

New Rotar 500 taping machine for highly complex wire harnesses
With the new Rotar 500 series, wire harnesses can be efficiently processed for
vehicle doors, mirrors, or batteries. The process of taping – i. e., the administer-
ing of adhesive tape – protects and orders the individual wire bundles and re-
duces the noise emissions of loose wires. The program controlling of the Rotar
500 guarantees reproducible quality. Thanks to the new design, the handling
time can be reduced significantly compared to competitor products. What’s
more, automated taping using the Rotar 500 series reduces the consumption
of adhesive tape by up to 25% compared to manual taping. The installation is
compatible with MES (Manufacturing Execution System), and can therefore be
seamlessly integrated into the value chain of automatic wire processing.

Strip Series B300 – new benchtop stripping machine
In 2022, the Schleuniger Group launched its Strip Series B300 – a new class
of portable, programmable benchtop stripping machines. When developing
this machine, which weighs in at just 11 kg, the focus was on ergonomic super-
iority and simplicity of use, as these aspects have clear repercussions for pro-
ductivity. The front cover is slanted at an ergonomic angle and ensures a good
line of sight for feeding in the wire. A clear, high-resolution, five-inch color
touchscreen is combined with guided menu navigation for immediate, intuitive
handling. The B300 is therefore easy to operate even without programming
knowledge, and permits the rapid and reliable stripping of wires with cross-
sections of 0.03–8.0 mm2.

The Komax Group is continuously driving forward innovations. At the WirePro Expo trade fair in
October 2022, which was held at the company’s headquarters in Switzerland, a specialist audience
was shown numerous new developments. Customers of the Komax Group will be able to benefit
from a range of further new products this year and in the coming years.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportSHARE
INFORMATION

The Komax Group cultivates a policy of open and transparent
communication with its investors. It allows shareholders to
participate in the company’s success through its attractive and
sustainable dividend policy (payout ratio 50–60%).

Over the course of 2022, the daily closing price of the Komax share ranged between CHF 214.00
and CHF 288.00. The year-end closing price was CHF 257.50, slightly above the previous year’s
level (2021 year-end closing price CHF 253.00). In a turbulent stock market environment, the SPI
Extra declined by a clear 24% over the same period. The SPI Extra performed better than the Komax
share on a five-year comparison. While the SPI Extra increased by 8.3% from the end of 2017 to the
end of 2022, the Komax share lost 19.4% in value over the same period.

Share price development (31 December 2017 – 31 December 2022)
in CHF

500

400

300

200

100

2018

2019

2020

2021

2022

Komax

SPI Extra TR

LISTING

Komax Holding AG is listed on SIX Swiss Exchange. The market capitalization of the Komax Group
at the end of 2022 was CHF 1.3 billion (31.12.2021: CHF 1.0 billion).

ISIN

Security number

Bloomberg code

Thomson Reuters code

Komax Group Annual Report 2022

CH0010702154

1070215

KOMN SW

KOMN.S

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportGEOGRAPHICAL DISTRIBUTION OF SHAREHOLDINGS

The majority of shares not held in Switzerland are held in Germany, the United Kingdom, and the
United States.

As at 31 December 2022

69%

Switzerland

Other

24%

Cleared shares

BREAKDOWN OF SHAREHOLDERS BY NUMBER
OF REGISTERED SHARES HELD

1–100

101–1 000

1 001–10 000

10 001–100 000

> 100 000

Total shareholders

31.12.2022

31.12.2021

3 469

1 600

218

5 320

3 536

1 655

218

5 443

The shareholder base decreased by 123 persons to 5 320 in 2022. In the past five years – i. e.,
since the end of 2017 – the shareholder base has grown by a good 5%.

Free float
The free float as defined by SIX Swiss Exchange stands at 75% (31.12.2021: 100%). Through the
combination with Schleuniger, the Komax Group acquired, in Metall Zug AG, an anchor shareholder
(25% stake) with a long-term investment horizon.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportDISCLOSURE OF SHAREHOLDINGS /
SIGNIFICANT SHAREHOLDERS

Under Art. 120 of the Financial Market Infrastructure Act (FinMIA) anyone who acquires or sells
equity securities on their own account and thereby attains, falls below, or exceeds the threshold of
3, 5, 10, 15, 20, 25, 33 1/3, 50, or 66 2/3% of the voting rights in a company (whether or not such
rights may be exercised) is subject to a reporting obligation. Information on these significant share-
holders can be found on page 68 of this report.

The reporting obligation applies to anyone who directly, indirectly, or in concert with third parties
acquires or disposes of shares in a company incorporated in Switzerland whose equity securities
are listed in whole or in part in Switzerland. It also applies to anyone who can exercise the voting
rights attached to such equity securities at their own discretion. Disclosure must be made to the
company and stock exchanges on which the equity securities in question are listed.

DIVIDEND POLICY

54.5%

payout ratio

In the strategy, the Board of Directors has defined an attractive dividend policy with a payout ratio of
50–60% of Group earnings after taxes (EAT). It is proposing to the Annual General Meeting of 12 April
2023 distribution of a dividend of CHF 5.50 per share (2021: CHF 4.50). Thereof CHF 2.75 will be
distributed from capital contribution reserves, and will therefore be tax-free for natural persons do-
miciled in Switzerland who hold the shares as part of their private assets. Due to a statutory requi-
rement, a maximum of half of the total distribution may take place from capital contribution reserves.
With a payout ratio of 54.5%, the Komax Group fulfils its strategic target.

FINANCIAL CALENDAR

Annual General Meeting

Half-year results 2023

Investor Day

Preliminary information on 2023 financial year

12 April 2023

17 August 2023

28 September 2023

23 January 2024

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportKOMAX REGISTERED SHARE: KEY DATA

Share capital as at 31 Dec.

in TCHF

2022

513

2021

385

2020

385

2019

385

2018

385

Number of shares
as at 31 Dec.

Average number of
outstanding shares

Key data per share

Par value

Basic earnings

EBITDA

EBIT

Shareholders’ equity

Distribution

Payout ratio

Dividend yield as at 31 Dec.

Share price development

Highest price

Lowest price

Closing price as at 31 Dec.

No.

CHF

Average daily trading volume

No.

P/E (price-earnings ratio)
as at 31 Dec.

Total return per share

5 133 3331

3 850 000

3 847 510

4 273 799

3 843 440

3 845 655

3 843 352

3 830 864

0.10

12.11

20.81

16.78

81.15

5.502

54.52

2.12

288.00

214.00

257.50

6 419

0.10

7.90

15.70

11.65

68.81

4.50

57.0

1.8

276.60

177.30

253.00

8 846

0.10

–0.34

6.85

2.93

61.42

0.00

0.0

238.80

122.00

176.30

15 809

0.10

3.44

9.58

6.25

63.53

0.00

0.0

264.00

165.10

236.40

16 802

0.10

13.52

20.52

15.56

73.20

7.00

52.0

3.0

329.00

223.00

230.00

13 342

21.3

32.0

–518.5

68.7

17.0

Distribution from
prior-year profit

Change in value

Total (total return)

Annual return3

CHF

4.50

9.00

3.56

0.00

76.70

43.51

0.00

–60.10

–25.42

7.00

6.40

13.40

5.83

6.50

–89.50

–83.00

–25.98

A capital increase for 1 283 333 shares took place within the framework of the combination between Komax and Schleuniger.
Following an exchange of shares, Metall Zug AG became the Komax Group’s single biggest shareholder (see pages 12/13).

2 Proposal of Board of Directors of Komax Holding AG: distribution of CHF 5.50 per registered share.
3 Versus prior-year-end closing price.

Further information on the Komax registered share can be found at www.komaxgroup.com.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportSustainable, social, and responsible

Purpose and core values –
what drives the Komax Group forward

Sustainable products and processes

Promoting people and contributing
to the general good

Governance – taking responsibility

Komax Group Annual Report 2022

ESG BerichtESG REPORTContent OverviewManagement ReportCorporate GovernanceCompensation ReportFinancial ReportSUSTAINABLE,
SOCIAL, AND
RESPONSIBLE

Environmentally sustainable business practices along with socially-
oriented and responsible company management are core elements
of the Komax Group’s corporate strategy. They are incorporated
into both the Komax Group’s long-term targets and its operating
activities. The Komax Group is determined to develop its compe-
tencies in questions of sustainability on an ongoing basis – for the
benefit of all stakeholders and the environment.

The goal of the Komax Group is to ensure sus-
tainable development of business on the basis
of a long-term strategy, so that future generati-
ons can also benefit from the impact of the com-
pany. The Komax Group fundamentally rejects
any notion of making profits at the cost of the
environment and society. The company is com-
mitted to environmentally-friendly production
methods and adopts a responsible approach to
the use of natural resources. The Komax Group
is deeply committed to its employees, offering

them a respectful, appreciation-based working
atmosphere in which they are given freedom of
maneuver and the opportunity to engage in in-
spiring exchanges. Far from being empty phra-
ses, these principles have been applied by the
Komax Group for decades. In keeping with the-
se principles, the Komax Group has clearly de-
fined its corporate purpose. On top of this are
five core values that form essential parts of the
company’s identity.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportPURPOSE – WHAT DRIVES
THE KOMAX GROUP
FORWARD

For decades now, the Komax Group has been
known for its innovative products and leading
market position. But what drives the company
as it goes about its business? What does the
company want to achieve, and what contribu-
tion does the Komax Group make to society?
The purpose of the Komax Group can be sum-
marized in just a few words:

Ongoing development of ESG activities
In recent years, the Komax Group has worked
continuously on its development in the three ESG
dimensions – Environment, Social, and Gover-
nance. At the initiative of the Board of Directors,
the Komax Group elaborated an ESG strategy in
the reporting year that will be formally adopted
in 2023.

It is based on a comprehensive materiality
analysis, which drew on numerous interviews,
surveys, and discussions with a wide range of
internal and external stakeholders (Board of
Directors, Executive Committee, employees,
investors, analysts, customers, etc.). During this

As a driver of innovation and market leader in automated
wire processing, we develop and produce intelligent, reliable,
and optimally cost-effective wiring solutions for smart mobility
and smart city applications. We work closely with our custo-
mers to make life simpler, more convenient, and safer.

The Komax Group understands smart mobility
to mean the increasingly multifaceted nature of
the mobility offering for end customers. Be it
bicycles, cars, or public transport – many of
these forms of transport increasingly rely on
electrical drive systems and a higher number
of electronic components. Wherever electricity
is used, wires are required, and wherever wires
are installed, areas of application arise for the
Komax Group. Smart city solutions support the
optimum usage of this mobility spectrum, e. g.,
through traffic guidance systems or intelligent
electricity usage, distribution, and storage sys-
tems. All these solutions need cables, be it for
transmitting power or transferring data. With
its automated manufacturing solutions, the Ko-
max Group helps to drive forward these mega-
trends.

Five core values
All business processes in the Komax Group are
aligned with five core values (see page 56). The-
se core values are fundamental elements of the
identity of the Komax Group, and are enshrined
in its Code of Conduct. They form the basis for
environmentally sustainable business develop-
ment as well as socially-oriented and responsible
corporate governance.

process, strong long-term customer relation-
ships, a pronounced and practiced set of cor-
porate ethics, and satisfied employees were
identified as material elements. In addition,
energy-efficient and environmentally-friendly
production processes, sustainable products and
supply chains, and a sparing use of valuable
resources were defined as the top priorities.
Placing the focus on areas where the Komax
Group can make the greatest difference contri-
butes significantly to sustainable and responsi-
ble business processes, while at the same time
minimizing risks and increasing the company’s
appeal in the eyes of customers, suppliers,
employees, and other stakeholders.

In 2021/2022, the Komax Group established
processes for compiling and communicating re-
levant environmental data, such as CO2 emissions.
Thanks to the combination with the Schleuniger
Group, the Komax Group now has 14 new sites
in Europe, North America, and Asia. This has also
necessitated the compilation of further data, a
task which is not yet complete. Accordingly, de-
tailed overarching data for the much larger Komax
Group will be communicated over the course of
2023. This also includes ESG targets, which will
likewise be reviewed due to the combination and
the associated overhaul of company strategy.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportTHE FIVE CORE VALUES OF THE KOMAX GROUP

INNOVATION
As a pioneering and visionary company, we ensure that our business activity has a long-term focus. We are
always open to new ideas and regularly re-examine our approach. This includes looking beyond our immediate
concerns. We are willing to take risks – on the basis of knowledge and understanding – in order to reinforce
our leadership in terms of innovation. Following new paths can lead to mistakes. We realize and tolerate this
because it gives us an opportunity to become even better. We are increasing our lead by continuing to press
ahead with innovations proactively, quickly, and determinedly while remaining committed to our usual high
quality standards.

CUSTOMER FOCUS
The varying needs of our customers are at the center of our activities. We listen to them carefully and ask the
right questions. Understanding their requirements enables us to keep on improving. We strive to ensure that our
solutions offer our customers added value, so that they can increase their efficiency and productivity and thus
gain a competitive advantage. We are close to our customers, communicate actively, and foster friendly, long-
term relationships and partnerships based on respect and esteem.

SUCCESS
We pursue ambitious targets and make an effort to achieve them every day. As a market and technology leader
we make high demands of ourselves and strive to find the best solution for our customers. Our long history of
success encourages us to continue the success story and create sustainable value. This benefits our custo-
mers, employees, and investors. We want all these stakeholders to share equally in our success. We nurture
competent, committed employees who enable us to retain loyal, satisfied customers.

QUALITY
Our day-to-day work is driven by quality and a willingness to examine what we do critically. We provide our
customers with solutions that fully meet our quality requirements and supply what we have agreed. This com-
mitment lies at the heart of our long-term, trusting customer relationships. Our efforts to keep on getting better
include always delivering the agreed quality and actively asking customers how we can improve further. It is
clear to us that this creates trust, which is of inestimable value.

RESPONSIBILITY
We take our responsibility towards our customers, employees, and investors seriously and act as a reliable,
trustworthy partner. Our integrity and ability to keep to our agreements and meet our deadlines make us stand
out from the crowd. We keep our word and ensure that our partners and colleagues do so too. A strong sense
of shared responsibility is important to us and we are careful to foster it. We take responsibility for our actions,
make decisions, and carry them out. If we pass our responsibility on to others, we do so deliberately and ensure
that they assume it in turn.

In addition, the Komax Group negotiated a new
syndicated loan facility in the 2022 financial year,
which will ensure the company has the long-term
financial freedom of maneuver to ensure sustai-
nable company development. The rate of interest
payable on the loan is linked to an ESG compo-
nent. A bonus/malus system based on the com-
pany’s ESG rating was agreed with the banks
making up the syndicate.

At the proposal of the Board of Directors, the
Annual General Meeting of 13 April 2022 decided
that the registration and voting rights restriction

of 15% previously in force would be rescinded
without replacement. This will have the effect of
strengthening the Komax Group’s corporate
governance, in keeping with the principle “one
share, one vote.”

Finally, the Board of Directors will appoint a
Sustainability and Innovation Committee follo-
wing the next Annual General Meeting in order
to take even greater account of the strategic
principle of sustainable company development.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportSUSTAINABLE PRODUCTS
AND PROCESSES

Long product lifecycles
A key feature of the machines developed by the
Komax Group is their extraordinarily high quali-
ty and longevity. The Group’s own global service
network and its collaboration with partners en-
sures that these machines are professionally
maintained. This has a positive impact on their
performance, value retention, and lifespan, as
well as saving resources. Komax also ensures
servicing and the availability of upgrades and
replacement parts well beyond the end of any
guarantee periods. Thanks to their modular
construction, the machines can usually be adap-
ted to new technological developments or chan-
ging needs. As a result, numerous products have
been used by customers for decades.

Lower consumption of resources for new
developments
When developing new machinery, the Komax
Group takes care to ensure that the consump-
tion of resources is continuously reduced – both
in the production process and during the life cyc-
les of the machines at the factories of its custo-
mers. In recent years, the company has placed
a particular emphasis on electricity consumption.
Moreover, the wire processing solutions de-
livered by the Komax Group do not contain any
environmentally damaging components. The
automation of processes can itself help to save
resources – such as in the taping area, where
customers of the Komax Group use up to 25%
less adhesive tape than they would with manu-
al processing.

Back in 2011, the Komax Group launched its
“Oekomax” program in Switzerland, with the aim
of continually reducing the impact of its products
on the environment. Ever since, a team compri-
sing employees from various areas of the com-
pany has been tackling sustainability issues. This
includes making employees aware of the need
to adopt a sparing approach to resources, and
elaborating ideas for further increasing the energy
efficiency of newly developed machines.

The Komax Group commissions independent
market research companies to carry out custo-
mer satisfaction analysis on a regular basis. For
example, this involves assessing customers’

degree of loyalty and the extent to which the
company meets their expectations. Customer
feedback on potential areas of improvement is
particularly valuable to the Komax Group and is
incorporated into new developments.

Cleantech – contributing to clean mobility
In a few years’ time, over 30% of new cars
around the world will be powered by electricity.
With its innovative solutions for the processing
of high-voltage cables for electric vehicles, the
Komax Group is making an important contribu-
tion to this transition to e-mobility. A proprietary
center of competence for electro-mobility in
Hungary is seeing a clear and substantial in-
crease in demand for automation solutions for
the processing of high-voltage cables thanks to
the fast-growing market for electric and hybrid
vehicles. The serial production of complex high-
voltage cables in the necessary quantities re-
quires great precision and efficiency. For this
reason, the automation of these processes is
becoming ever more important.

For many years now, the Komax Group has
been able to offer a portfolio of solutions cover-
ing the entire value chain – from the processing
of high-voltage cables through to the testing of
the final harnesses – and it continues to expand
this portfolio on an ongoing basis. Included in
its portfolio are solutions for processing indivi-
dual high-voltage cables, alongside machines
that enable entire wire harnesses to be manu-
factured for electric vehicles on a fully automated
basis. In addition, adaptronic in particular offers
testing systems for the testing of high-voltage
cables.

Sustainability in production
A significant proportion of the value creation
delivered by the Komax Group lies in engineering
services. The majority of components are ma-
nufactured and supplied by third parties, which
means that actual production at the Komax
Group primarily comprises the assembly of com-
ponents. Accordingly, the Komax Group gene-
rates relatively few emissions in its own produc-
tion processes compared to other industrial
companies.

Highly automated, state-of-the-art produc-
tion systems are used for the strategically im-
portant components that the Komax Group
manufactures in-house. These are based on lean
management concepts, and are designed to

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Reportavoid errors and minimize waste. The careful
and efficient use of resources has top priority.
Wherever possible, waste materials and waste-
water are recycled or disposed of appropriately.
What’s more, optimization programs are desig-
ned to ensure that waste volumes are reduced
on an ongoing basis.

Certifications and integrated management
systems
The majority of the production locations of the
Komax Group, namely in Brazil, China, Germany,
France, Mexico, Switzerland, Tunisia, Türkiye,
Hungary, and the US, are ISO 9001 certified.
This also includes the newly acquired sites of
the Schleuniger Group. In addition, Komax AG’s
sites in Dierikon and Rotkreuz, Komax SLE in
Grafenau, Komax Testing Germany in Porta
Westfalica, and Komax Romania Trading in Bu-
charest all have ISO 14001 certification. These
five sites employ just under 1 000 people. All
have integrated management systems that en-
compass company processes, the environment,
health protection, and workplace safety. The
sites of Komax AG and Komax Romania Trading
are also ISO 45001 certified.

Environmentally sustainable site
development
Wherever possible, the Komax Group uses re-
newable energies such as solar or hydro power
at its sites. At its Swiss production locations, the
company draws electricity from its own photo-
voltaic systems, from “blue” electricity – which
is derived 100% from hydropower – and from
natural power obtained through Central Switzer-
land’s RegioMix scheme. The Komax Group has
a photovoltaic power plant on the roof of its Die-
rikon newbuild, which was first occupied in 2020.
This produces some 180 MWh of electrical pow-
er annually, or 10-15% of the building’s total
energy requirement. This enabled the Komax
Group to save more than 300 tons of CO2 in
Dierikon in 2022 alone.

To save further resources, the Komax Group
opted for a climate-friendly, low-tech approach
on this site, which entails using technical solu-
tions such as artificial ventilation, illumination,
and motorized shading sparingly in the new
building. The internal courtyard plays a key role
here, as it brings plenty of light to the inner zone.
Acting as a vertical chimney, it allows warm air
to rise and thereby stimulates natural ventilation
via the outer facade. The louvers of the facade

sites
ISO 9001
certified

Country

Company

Brazil

China

Komax Testing Brasil Ltda.

Komax (Shanghai) Co., Ltd.

Certification

ISO 9001

Schleuniger Machinery (Tianjin) Co., Ltd.

ISO 9001

Germany

adaptronic Prüftechnik GmbH

Komax SLE GmbH & Co. KG

Komax Testing Germany GmbH

Schleuniger GmbH

Komax Laselec SA

Komax de México, S. de R.L. de C.V.

ISO 14001 DE AEOC 104360

ISO 14001

ISO 9001

France

Mexico

Austria

Romania

Komax Testing México, S. de R.L. de C.V.

ISO 9001

Komax Austria GmbH

Komax Romania Trading S.R.L.

Switzerland

Komax AG

Schleuniger AG

Czech Republic Komax Czech Republic Trading s.r.o.

Tunisia

Türkiye

Hungary

USA

Komax Testing Tunisia sarl

Komax Testing Türkiye Test Sistemleri
San. Ltd. Şti.

Komax Hungary Kft.

Cirris Inc.

Komax Corporation

Komax Group Annual Report 2022

ISO 14001 ISO 45001

ISO 9001

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportAt its newbuild head-
quarters in Dierikon,
which were occupied
in 2020, the Komax
Group pursues a low-
tech, climate-friendly
approach.

of the newbuild prevent excessive penetration
of sunlight during the summer months, while still
allowing in sufficient daylight at all times. All of
these solutions are possible thanks to state-of-
the-art industrial architecture with little reliance
on complex technology. In Thun, some 30% of
the site’s energy needs are provided by the
photovoltaic power plant, with the remaining
70% drawn from clean hydropower.

In 2021, the Komax Group purchased land
with a production and office building very close
to its headquarters in Dierikon. This is now being
fully refurbished, and will incorporate another
photovoltaic power plant encompassing around
580 m².

The Komax Group uses district heating in
Dierikon. Its newbuild, the building acquired in
2021, and the company’s existing structures all
use this form of heating, which is carbon-neutral.
In 2022, further measures were implemented
to reduce energy consumption. In its older
buildings at the Dierikon site, the Komax Group
is now consistently replacing all remaining fluo-
rescent light bulbs with LED. 100 old lights were
removed from the production area in the repor-
ting year, and the conversion of the office areas
to LED lighting will follow in 2023. The old
lightbulbs at the newly acquired Thun site have
also been replaced by LED. This will reduce total
energy consumption at the site by 1% annually.
Even though it will entail an increase in elect-

ricity consumption, the Komax Group is promoting
electro-mobility at its sites in Dierikon, Rotkreuz,
and Radevormwald. All these sites now have
charging stations available for use by employees
and customers for electric vehicles. Flexible
working from home arrangements and the mo-
bility bonus introduced at the Dierikon and
Rotkreuz sites in 2017 contributed to a reduction
in CO2 emissions. All employees at these loca-
tions who forego motorized private transport on
their journey to and from work receive monthly
bonuses of CHF 100.

Sustainable supply chains
A significant proportion of the components built
into the Komax Group’s products are manufac-
tured by suppliers. For that reason, sustainabi-
lity in the supply chain is particularly important
to the Komax Group. The company relies on
long-term partnerships with suppliers who have
sustainable business processes in place and
whose products meet rigorous environmental
criteria. This is reviewed on a regular basis
through audits. All new and existing partners
are evaluated according to the same criteria.
These include the status of integration of sus-
tainable business processes, quality, price,
procurement chain, and deadline reliability, as
well as production processes and applied tech-
nologies. Furthermore, in a Code of Conduct
drawn up for its suppliers, the Komax Group

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Reportobliges these parties to comply with legislation
and to act in an environmentally conscious and
ethical way. If violations are uncovered, a sup-
plier’s contract may be immediately terminated
as a result.

The Komax Group reduces the burden on
the environment through efficient supplier ma-
nagement. In order to better evaluate the sus-
tainability of its supply chain and take expedient
measures, the company has been working with
EcoVadis since 2021.

In collaboration with Bossard, a leading lo-
gistics company for industrial assembly and
connection solutions, the Komax Group has also
been reducing its annual CO2 emissions at Swiss
locations in the procurement of Class C items.
These are materials with a low item value and
high procurement volume, such as screws. As
the Komax Group is part of the broad network
of Bossard customers who share a common
supplier base, shipments and transport routes
can be consolidated, thereby reducing the
consumption of fuel. Overall, the Group’s CO2
emissions have been reduced by around a
quarter thanks to the consolidation of deliveries
through Bossard.

Last but not least, energy efficiency, environ-
mental friendliness, and the sparing use of re-

sources on the part of the provider are key de-
cision-making criteria alongside investment
volumes when it comes to evaluating and selec-
ting new production sites.

PROMOTING PEOPLE
AND CONTRIBUTING TO
THE GENERAL GOOD

The Komax family is growing
At the end of 2022, the Komax Group employed
3 390 people worldwide (2021: 2 121). As a result
of the combination with Schleuniger, 1 070 new
employees were integrated into the Komax fa-
mily. The Komax Group is also actively integra-
ting the different corporate cultures step by step,
ensuring regular transparent communication and
arranging get-togethers at which colleagues of
both Komax and Schleuniger can get to know
each other better, both personally and profes-
sionally.

Personnel expenses in the year under review
amounted to CHF 209.3 million, corresponding
to a year-on-year increase of 32.4% (2021: CHF
158.0 million).

2022

Switzerland1

Europe1

Americas1

Production

Research and development

Engineering

Marketing and sales

Service

Administration2

Total headcount
as at 31 December 2022

397

224

180

148

512

190

199

113

160

1 070

1 268

122

105

106

454

Asia1

136

Africa1

Total

102

1 269

360

353

594

371

443

428

170

3 390

2021

Switzerland

Europe

Americas

Asia

Africa

Total

Production

Research and development

Engineering

Marketing and sales

Service

Administration2

Total headcount
as at 31 December 2021

233

134

641

302

116

138

785

774

222

220

410

245

250

287

263

145

2 121

1 The individual companies and their locations are listed on pages 133/134.
2 Including management and IT.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportThe proportion of women in the Group’s global
workforce stood at 20.0% in the reporting year
(2021: 18.5%), which is a good level for a tech-
nology company active in the automotive indus-
try. The main reason for the relatively low pro-
por tion of women in the work force is the
significant number of technical jobs. The Komax
Group’s fluctuation rate has been at a pleasingly
low level for many years, and shows that em-
ployees enjoy their work at the Komax Group.
In 2022 this rate stood at 8.2% (2021: 10.3%).
Viewed over the long term, this is nonetheless
a high figure for the Komax Group.

The appeal of the Komax Group as an em-
ployer is reflected in the company’s surveys of
employee satisfaction, which are conducted
every three years at more than 50 company lo-
cations worldwide. The surveys are implemented
on a staggered basis. In 2022, 130 employees
working for seven predominantly smaller com-
panies took part. Of these respondents, 68%
stated that they viewed themselves as ambas-
sadors for the Komax Group and felt an excep-
tionally strong tie to both the company and their
work. In addition, employees have a high level
of motivation. It is 78 out of 100 points, which is
a good result compared to other internationally
active companies.

Actively promoting staff development
As part of an active staff development policy,
the Komax Group organizes regular manage-
ment seminars and further training events for its
employees, as well as providing financial support
for individual training activities. The Komax
Group channels around 1% of all personnel ex-
penses into this aspect of human resources.

A good example of this was the internal
“Innovation Days” in 2022 for employees working
in development: 330 specialists from eight
countries received training and enjoyed interdi-
sciplinary discussions while attending a total of
52 courses. In this way, participants were able
to devote some 2 000 working hours to their
further training. The Komax Group encourages
this kind of international exchange so that staff
can gain new experiences and expand their
career perspectives.

The Komax Group is an attractive employer
The Komax Group offers its employees nume-
rous opportunities to develop. As a driving force
in the market, it gives them the opportunity to
work in an international environment, shape the
industry, and design their own path to entrepre-
neurial and personal success. The inspiring wor-
king environment is characterized by equality of
opportunity, equal treatment, attractive work-
places, and a healthy work-life balance. Here the
Komax Group relies on three principles: the op-
portunity to actively shape things, responsibility,
and solidarity.

The Komax Group’s excellent reputation as
an attractive employer is based above all on its
special corporate culture.

of all personnel
expenses spent
for employee
development

SCOPE TO CREATE CHANGE –
WE FACILITATE DEVELOPMENT

We give our employees the room to pursue their
tasks and develop as individuals. Everyone counts.
The status quo should be challenged, the proven
further developed and something new created.

RESPONSIBILITY –
WE TAKE AND DELEGATE RESPONSIBILITY,
WHICH FORMS COMMITMENT BETWEEN US

Room to maneuver requires commitment and sha-
red responsibility on the part of every employee.
We challenge our employees. Everyone has to
answer for their performance.

TOGETHERNESS –
WE MAINTAIN AN INSPIRING TOGETHERNESS

We maintain a valued working atmosphere with an
international character. A sense of togetherness is
very important to us. Every employee is part of the
whole. The strong sense for community models
our team culture, which is characterized by mutual
respect and togetherness.

Fair employment conditions
The Komax Group pays salaries in line with market
rates, and offers social benefits typical for the in-
dustry and the relevant country. Both Komax and
Schleuniger have carried out equal pay analysis
in Switzerland, and have had this reviewed and
certified by independent parties. Such analysis
have confirmed that the Komax Group pays wo-
men and men an equal wage for equal work. Fair
pay is of crucial importance to the Komax Group.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportHealth and safety has the highest priority
It goes without saying that the Komax Group
meets all statutory requirements worldwide in
terms of the conditions of its workplaces. The
health and safety of its workforce are key factors
for the Komax Group in its quest for operational
excellence. Internal processes are regularly scru-
tinized for health and safety risks, and emp-
loyees at the individual production sites are
made aware of potential workplace risks in a
targeted way. The low number of occupational
accidents over a period of many years is testa-
ment to the success of these schemes. But the
Komax Group is not content to rest there – it has
set itself the target of continuing to reduce work-
place accidents. The mid- and long-term targets
in this area are published together with the com-
munication of the ESG strategy.

the Schleuniger Group. But even without this
development, the Komax Group would have sig-
nificantly increased the number of training posi-
tions for apprentices in the last five years – from
79 to 91.

During their training, young people get an
insight into the various departments’ activities
and thus get to know and understand the nu-
merous processes that take place in a company.
The Komax Group has state-of-the-art work-
stations as well as well-equipped mechanical
workshops and assembly areas for the specific
apprenticeship subjects. The budding profes-
sionals are supervised by trainers who possess
strong technical and teaching skills as well as
sensitivity to the social needs of young people.
In addition to professional training, the Komax
Group also offers apprentices a number of inte-

“The corporate culture of the Komax Group is
characterized by mutual respect, trust, and quality
awareness. It allows employees to realize their
full potential.”

Sandra Keller, Vice President Global Human Resources

In addition, the Komax Group actively promotes
the health of its workforce at its various loca-
tions. At Komax in Switzerland, for example, em-
ployees benefit from the occupational health
management initiative “fit@work.” The focal
points of this initiative are movement, nutrition,
and relaxation. The Komax Group helps its em-
ployees to improve their physical and mental fit-
ness with a multifaceted offering that encom-
passes free spor ts of fers, fruit initiatives,
workshops, and specialist talks. A key element
of fit@work is the employee health survey, which
is conducted every three years.

Major investment in tomorrow’s workforce
To ensure that the Komax Group retains its lea-
ding position in the future, the company is firm-
ly committed to training future specialists. In
2022, 82 apprentices were undergoing training
in nine professions (2021: 55 apprentices) at the
company’s sites in Switzerland, while the equi-
valent figure in Germany was 51 apprentices
(2021: 46 apprentices). The strong year-on-year
increase is explained by the combination with

resting benefits such as language courses,
cultural events, preventive health measures, and
its own team-building events. Once apprentices
have completed their training, the Komax Group
helps them make the transition into full profes-
sional life, either at the site where they trained
or at one of the company’s locations abroad.
Moreover, the company supports the specialists
it has trained in their professional development
and further vocational training.

Young Community@Komax – the platform
for young employees
In order to better understand the needs of its
younger employees (those under 30) and there-
by provide them with more targeted support, the
Komax Group founded the Young Community in
Switzerland in 2018. The Young Community is a
cross-functional, informal network comprising
around 50 employees in the under-30s age
group. It offers its members a platform on which
they can communicate their needs in respect of
their employer and working environment, and
draw up potential solutions for these issues.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report“Our young apprentices take on responsibility at an
early stage, for example by accompanying the entire
development of a machine – from the idea through to
production maturity.”

Michael Gehrig, Head of Vocational Training, Dierikon and Rotkreuz sites

The Young Community’s steering committee di-
scusses the themes that it has worked on with
the CEO of the Komax Group once a year, and
acts as a direct line of communication between
younger employees and their employer throug-
hout the year.

A multifaceted program involving workshops,
specialist talks, and events to strengthen the
Community is spread across the year. A core
component is the promotion of knowledge ex-
change and an understanding of the different
activities pursued at the Komax Group. This is
achieved, for example, by two members of the
Young Community exchanging roles for half a
day. The Komax Group is convinced that the
valuable ideas and suggestions coming from the
Young Community can help it to develop further
as an employer and provide new stimuli. This is
vital, not least in terms of remaining attractive to
young, talented employees in an increasingly
digitalized world of work.

Support for local projects at different
locations
The Komax Group is interested in the wellbeing
of more than just its employees. In keeping with
its corporate purpose, the company is keen to
make a contribution to society, and to make life
simpler, safer, and more convenient. It achieves
this not only through its business strategy, but
also by actively supporting a whole range of pro-
jects.

Partner to a visionary project –
Solar Butterfly
One project that combines the key themes of
electro-mobility, environmental protection, and
a responsible approach to natural resources is
Solar Butterfly. The Komax Group is therefore
proud to be a partner of this future-oriented pro-
ject initiated by Louis Palmer. A visionary in the
sustainable lifestyle area, Palmer was the first
person to circumnavigate the globe in a solar
taxi in 2007–2008. He was designated a UNEP
Champion of the Earth by the UN Environment
Programme, and awarded the European Solar
Prize.

Solar Butterfly, the first
ever solar-powered
mobile home to travel
around the world.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportThe Solar Butterfly is the first-ever solar-powered
mobile home to travel around the world. It is a
self-sufficient tiny house, designed to sensitize
people all around the world to climate change
while at the same time highlighting the available
solutions. The Komax Group is not only suppor-
ting the project financially, but also played an
important role in the construction of the Solar
Butterfly. At the assembly stage, apprentices
from the Automation and Mechanics areas took
on tasks such as the wiring of solar panels, wor-
king in the area of pneumatics and drive techno-
logy, and the configuration and programming of
control panels.

Contributing to regional development at
different locations
The Komax Group is not just an important em-
ployer in many of the regions in which it is acti-
ve – it is also committed to activities in a whole
range of areas, including education, sports, the
arts, and social involvement. Switzerland has
long suffered from a shortage of young people
entering the MINT professions (mathematics, IT,
natural sciences, and technology). For this rea-
son, the Komax Group supports various initiati-
ves in the Lucerne and Zug cantons in Switzer-
land, such as “A fascination with technology”
and “MINT on the move”. In addition, it also takes

“We are fascinated by the idea of the Solar Butterfly.
This project combines themes of great importance to
us – electro-mobility and sustainability – in a most
impressive way.”

part in the girls@science and boys@science
study weeks organized by the Swiss Youth in
Science Foundation aimed at encouraging young
people to enter the MINT professions.

At its site in Thun, the Komax Group sup-
ports “TRANSfair Gastronomy”, a social enter-

Matijas Meyer, CEO Komax Group

Measuring ten meters in length and weighing
2.8 tons, the Solar Butterfly “Larso” is a kind of
mobile home towed by an electric engine. All the
power required for this tiny house and its towing
vehicle is produced by solar panels. At the press
of a button, the panels unfold to cover an area of
120 m², which gives the impression of a butterfly.
The adventure began in Geneva on 23 May
2022, and has since taken Solar Butterfly across
Europe and up to the North Cap. “Larso” has
now racked up more than 25 000 kilometers and
visited 27 countries. In 2023 its odyssey will
continue to further destinations in Europe, and
then to North and Central America in the second
half of the year. Its global itinerary will see it ul-
timately visit 90 countries and travel more than
200 000 kilometers. Solar Butterfly will be ad-
vertising sustainability projects at hundreds of
events during this period. The World Tour will
end on 12 December 2025 in Paris to mark the
tenth anniversary of the Paris Agreement on
climate change. For more information please see
solarbutterfly.org.

Komax Group Annual Report 2022

The initiative “A fascination with technology” is sup-
ported by the Komax Group in order to enthuse young
people about technology and natural science.

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportApprentices from the
2022 Training Camp
on the bridge they
built themselves in
Obersaxen.

prise that offers mentally impaired people pro-
fessional and social integration and support. In
addition, the same site takes part in the “2 times
Christmas” initiative by the Swiss Red Cross,
donating school materials as well as numerous
presents contributed by staff to people in need.
Following a coronavirus-related hiatus in
previous years, 2022 then finally saw the return
of the Apprentice Camp in Switzerland. This one-
week event is designed to bring apprentices from
the Dierikon and Rotkreuz sites closer together,
as well as to promote social solidarity. In 2022,
45 apprentices helped to maintain hiking trails,
bike trails, and rest areas in the municipality of
Obersaxen, Switzerland, as well as build a bridge
and a set of steps, among other things.

But the company’s locations in other regions
have also been contributing to the general good
and providing suppor t where it is urgently
needed. For example, together with the orga-
nization “Share4love”, Schleuniger in China
drew up a donation plan for a primary school in
Mao Jiaping village in the province of Guizhou,
providing children with 2 000 books, shelves,
desks, chairs, and play facilities, among other
things. Komax Shanghai employs people with
special needs, and was one of the first partners
of the Inclusion Factory, a Chinese company
that helps people with special needs to obtain
work and thereby play a role in society.

GOVERNANCE – TAKING
RESPONSIBILITY

Code of Conduct – the ethical principles of
the Komax Group
As a globally active market leader in its field, the
Komax Group has a special responsibility toward
its customers, suppliers, employees, and the
communities in which it works. The Komax Group
takes this responsibility very seriously, and has
therefore drawn up a strict Code of Conduct.
This Code of Conduct is binding for all emp-
loyees worldwide. It is built on the ethical prin-
ciples that the Komax Group has been applying
for many years. The code defines key rules of
conduct for dealing with confidential information
and living up to essential core values such as
reliability, credibility, integrity, equality of oppor-
tunity, health and safety, and sustainability. It is
published in 16 languages and reviewed at re-
gular intervals (www.komaxgroup.com/organi-
zation).

New employees receive special training in
this area in order to make them aware of these
rules of conduct, and all employees have to
repeat this training on a regular basis. Violations
of this code are not tolerated, and will have
corresponding consequences for the employees

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report24/7

monitoring in
use 365 days
a year

concerned. Anyone who becomes aware of a
violation may report this to their line manager,
to the HR department, or to the independent
external whistleblowing service.

cess managers who take concrete measures
and monitor their implementation. Further infor-
mation on risk management can be found from
page 128 onwards of the Financial Report.

In its commercial relationships, the Komax
Group sets great store by respect, decency,
social responsibility, and consistent adherence
to international guidelines and laws. For this
reason, the Komax Group has drawn up special
codes of conduct for both suppliers and business
partners, and where possible makes compliance
with these codes a contractual obligation. Key
elements here include compliance with all local
and international laws, a ban on corruption and
bribery, fair competition, and the respecting of
human rights. Violations of the Code of Conduct
are consistently admonished and may result in
immediate termination of a contract.

Raising awareness of and minimizing risks
Responsible corporate governance geared
around long-term success also encompasses
appropriate risk management. The risks asso-
ciated with the Komax Group’s commercial ac-
tivities are systematically identified, analyzed,
monitored, and managed on an annual basis
through an institutionalized risk management
function. These risks are amalgamated into the-
matic groups and prioritized in a risk matrix ac-
cording to the likelihood of occurrence and the
potential to have an impact on the company.
They include general external risks (e. g., pan-
demic and epidemic risks), operating and finan-
cial risks, risks arising in connection with corpo-
rate governance and trade compliance, and IT
risks. The Executive Committee bears operatio-
nal responsibility for risk management. In addi-
tion, key individual risks are controlled by pro-

Data protection in the age of digitalization
The Komax Group attaches great importance to
the protection of both commercial and personal
data. It has therefore taken measures to ensure
that all its own data, as well as that of customers,
suppliers, and employees, is protected to the
greatest extent possible. In addition to detailed
data protection guidelines, the Komax Group
has also implemented technical security mea-
sures such as the encryption and pseudonymi-
zation of data, data logging/recording, access
restrictions, and the storage of security copies.
Furthermore, the company has been impro-
ving data security with the assistance of external
partners through regular penetration tests (si-
mulated external attacks), and has 24/7 moni-
toring in place 365 days a year thanks to its
Security Operations Center (SOC).

All software platforms from external service
providers (SaaS) used by the Komax Group
since 2022 are repeatedly scanned for weak-
nesses. Existing security measures are adjusted
on an ongoing basis in line with technological
developments. All employees are obliged to
participate in regular cybersecurity training
sessions. In the same context, the Komax Group
has been conducting phishing awareness trai-
ning since mid-2022, involving simulated email
attacks, in order to raise awareness of this issue
among employees.

You can find further information on gover-
nance at the Komax Group in the Corporate
Governance Report on pages 67–84.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportCorporate structure and shareholders

Capital structure

Board of Directors

Executive Committee

Compensation, shareholdings, and loans

Shareholder participation rights

Changes of control and defense measures

Auditors

Information policy

Trading blackout periods

Komax Group Annual Report 2022

ESG BerichtContent OverviewManagement ReportCompensation ReportFinancial ReportESG ReportCORPORATE GOVERNANCEEnsuring good corporate governance is very important to the Komax Group. Objectives in this area
include safeguarding company value and success in the interest of customers, shareholders, staff,
creditors, suppliers, and the public, as well as the provision of transparent, rapid, and simultaneous
information to all stakeholder groups. The Komax Group takes as its starting point the principles
and regulations of the Swiss Code of Best Practice of economiesuisse and the Directive on Infor-
mation Relating to Corporate Governance (Directive Corporate Governance, DCG) of SIX Exchange
Regulation, and gives an account of developments in this area each year in its Annual Report. The
key elements are laid down in the Articles of Association, the Organizational Regulations, and the
Regulations on the Remuneration Committee and the Audit Committee. In addition, the Board of
Directors regularly looks at the issue of corporate governance and initiates the corresponding ad-
justments where appropriate.

1 CORPORATE STRUCTURE AND SHAREHOLDERS

Corporate structure
The Group structure and subsidiaries belonging to the Group are set out on pages 133 and 134 of
the Annual Report. With the exception of Komax Holding AG, no companies with listed participa-
tion securities form part of the scope of consolidation.

Komax Holding AG, the holding company of the Komax Group, has its headquarters in Dierikon,
Switzerland. Details on the place of listing, market capitalization, security, and ISIN numbers are
set out on page 49 (“Share information”).

Major shareholders
Shareholders whose share of the company’s share capital exceeds or falls below the thresholds of
3, 5, 10, 15, 20, 25, 33 ¹/2, 50, and 66 ²/3% have a reporting obligation under the Financial Market
Infrastructure Act (FinMIA). According to the disclosure reports submitted, the company had the
following major shareholders holding more than 3% of the votes as at 31 December 2022:

Shareholder / shareholder group

Number of shares 31.12.2022

Share in % 31.12.2022 ¹

Metall Zug AG, Zug, Switzerland

abrdn plc, Edinburgh, UK

Max Koch, Meggen, Switzerland

Vontobel Fonds Services AG, Zurich, Switzerland

1 283 333 ²

207 322 ³

190 285 4

169 133 5

25.00

4.04

3.71

3.30

¹ The calculation is based on the 5 133 333 registered shares listed in the Commercial Register as at 31 December 2022.
² Notification of breach of 20% threshold on 6 September 2022.
³ Notification of position falling below 5% threshold on 7 September 2022.
4 Notification of position falling below 5% threshold on 13 March 2018.
5 Notification of breach of 3% threshold on 24 March 2021.

All shareholdings reported to Komax Holding AG and the Disclosure Office of SIX Swiss Exchange
during the 2022 financial year as per Art. 120 of the Financial Market Infrastructure Act have been
published on SIX Swiss Exchange AG’s electronic publication platform and can be viewed at
www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html.

Cross-shareholdings
There are no cross-shareholdings.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report2 CAPITAL STRUCTURE

Capital

in CHF

Ordinary capital

Conditional capital

Authorized capital

513 333.30

0.00

Further details are provided in the sections below.

Authorized and conditional capital in particular
Neither at 31 December 2022 nor at 31 December 2021 was there any authorized or conditional
capital.

Capital changes
The Komax Group carried out a capital increase and subsequent exchange of shares within the
framework of the combination with the Schleuniger Group. In the context of the authorized capital
increase of 30 August 2022, in accordance with the agreement on contributions in kind and acqui-
sition of assets dated 30 August 2022, Komax Holding AG took over from Metall Zug AG 250 000
registered shares of Schleuniger AG and a loan to Schleuniger AG in the amount of CHF 70 367 000,
for a total value of CHF 206 367 000. In return, Metall Zug AG was issued with 1 283 333 new regis-
tered shares with a par value of CHF 0.10 each (see also pages 12/13 and page 131 in the Finan-
cial Report). Following the capital increase and exchange of shares, Metall Zug AG became the
Komax Group’s single biggest shareholder. The percentage shares of the other shareholders have
also reduced accordingly.

Details of capital changes in 2021 and 2022 can be found on page 107 of the Financial Report.
The corresponding information for 2020 can be found on page 88 of the financial section of the 2021
Annual Report, which is available on the Komax Group’s website (www.komaxgroup.com/publicati-
ons).

Shares, participation certificates, and bonus certificates
As at 31 December 2022, Komax Holding AG had fully paid-up capital of CHF 513 333.30 and dis-
tributed over 5 133 333 registered shares with a par value of CHF 0.10 each. Each registered share
entitles the holder to vote at the Annual General Meeting as long as the shareholder is listed in the
share register as a “voting shareholder” (see also “Restrictions on transferability of shares and
nominee registrations”). Registered shares are fully entitled to receive dividends. Komax Holding
AG has not issued any participation certificates or bonus certificates.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportRestrictions on transferability of shares and nominee registrations
The Komax Holding AG share register is divided into the categories of “non-voting shareholders”
and “voting shareholders.” “Non-voting shareholders” may exercise all property rights, but not the
right to vote or rights associated with that of voting. “Voting shareholders” may exercise all rights
associated with the share (see Articles of Association, www.komaxgroup.com/organization).

At the proposal of the Board of Directors, the Annual General Meeting of 13 April 2022 decided
that, with the combination of Komax and Schleuniger, the registration and voting rights restriction
of 15% previously in force would be rescinded without replacement. This will have the effect of
strengthening the Komax Group’s corporate governance, in keeping with the principle “one share,
one vote.”

Komax Holding AG’s Articles of Association empower the Board of Directors to refuse entry in
the share register if the acquirer does not expressly declare, at the request of the Board, that the
shares were acquired in their own name and for their own account. Nominees are listed in the share
register as “non-voting shareholders.” After hearing the affected party, Komax Holding AG may
delete entries in the share register if such entries occurred in consequence of false statements by
the acquirer. The acquirer must be informed of the deletion immediately.

Convertible bonds and options
Komax Holding AG has no outstanding convertible bonds and there are no option programs for
employees.

Management transactions
The Listing Rules of SIX Swiss Exchange stipulate a disclosure obligation for management trans-
actions. The Board of Directors has issued a set of regulations to comply with these provisions.
Members of the Board of Directors and Executive Committee have a disclosure obligation toward
the company in this respect. No notifications were submitted in the 2022 financial year (2021: no
notifications). Published notifications can be found at www.six-exchange-regulation.com/en/home/
publications/management-transactions.html (website of SIX Swiss Exchange).

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report3 BOARD OF DIRECTORS

The Board of Directors comprised seven individuals as at 31 December 2022. Following the com-
bination of Komax Holding AG and Schleuniger AG, Jürg Werner joined the Board as a represen-
tative of the new anchor shareholder Metall Zug AG, in accordance with the decision of the Annual
General Meeting on 13 April 2022. No member of the Board of Directors was a member of the
Executive Committee in the three financial years prior to the reporting period, and no member of
the Board of Directors has any material business relationship with any Group companies.

Members of the Board of Directors

Beat Kälin, Chairman

David Dean, Vice Chairman

Andreas Häberli

Kurt Haerri

Mariel Hoch

Roland Siegwart

Jürg Werner

AC: Audit Committee
RC: Remuneration Committee

Appointed

Term expires

Committees

2015

2014

2017

2012

2019

2013

2022

2023

AC (Chairman)

RC (Chairman)

There are no cross-involvements among the Board of Directors. Biographies of the individual Board
members and details of their other activities and interests are provided on pages 73 and 75 of the
Annual Report.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportStatutory regulations with respect to the number of permissible activities as per Art. 626 (2)
Swiss Code of Obligations (formerly Art. 12 para. 1 point 1 ERCO)¹
According to the Articles of Association, the number of permissible mandates of members of the
Board of Directors in the highest management or administrative bodies of legal entities which are
obliged to have themselves entered in the Commercial Register or in a corresponding foreign
register and which are not controlled by the company or do not control the company shall be
– four additional mandates for listed companies,
– five additional mandates for non-listed companies, and
– five additional mandates for charitable organizations,
as long as this does not involve any breach of statutory provisions and in particular the due dili-
gence obligations of the Board of Directors. Mandates with different companies that belong to the
same corporate group count as a single mandate. Mandates undertaken by a member of the Board
of Directors at the behest of a Group company or to exercise an office under public law are not
covered by the restriction on additional mandates described above.

The assumption of mandates other than those stipulated above is permissible without numerical
restriction, as long as these mandates are unremunerated and do not interfere with the Board
member’s fulfillment of his/her obligations in respect of the company. The reimbursement of expen-
ses does not count as compensation.

¹ The Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (ERCO) was transferred as part of the

revision of the law on companies limited by shares to the Federal Act on the Amendment of the Swiss Civil Code; Part Five: The
Code of Obligations.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportBEAT KÄLIN (1957)
Non-executive, independent member, and
Chairman of the Board of Directors since
2015, elected until 2023, Swiss citizen,
resident in Birmensdorf (CH)

Member of the Board of Directors of listed
company Huber+Suhner AG, Pfäffikon ZH,
Chairman of the Board of Directors of Seven-
sense Robotics AG, Zurich, and member of
the Board of Directors of CabTec Holding AG,
Rotkreuz.

DAVID DEAN (1959)
Non-executive, independent member of
the Board of Directors since 2014, Vice
Chairman since 2019, elected until 2023,
Swiss citizen, resident in Penang (MY).

Member of the Board of Directors of listed
company Bossard Holding AG, Zug, and
Burckhardt Compression Holding AG,
Winterthur; he is also Chairman of the Board
of Directors of Haag-Streit Holding AG, Köniz,
and a member of the Board of Directors of
the Brugg Group AG, Brugg.

ANDREAS HÄBERLI (1968)
Non-executive, independent member of the
Board of Directors since 2017, elected until
2023, Swiss citizen, resident in Bubikon CH).

Member of the Board of Directors of listed
company Kardex Holding AG, Zurich, and mem-
ber of the Board of Directors of 3db Access AG,
Thalwil, as well as a member of the Industrial
Advisory Board, ETH Zurich, and the Swissmem
Research Commission, Zurich.

Beat Kälin holds a master’s degree and a doc-
torate in engineering from ETH Zurich. He also
holds an MBA from INSEAD. From 1987 to 1997
he held various management positions in the
Elektrowatt Group; from 1998 to 2004 he was a
member of the Group Executive Board of SIG
Schweizerische Industrie-Gesellschaft Holding
AG; from 2004 to 2006 he was a member of the
Board of Management responsible for the Pa-
ckaging Technology Division at Robert Bosch
GmbH, Stuttgart (DE). He was COO of the Komax
Group from 2006 to 2007, and CEO from 2007
to 2015. In the last three years, Beat Kälin has
not been a member of the Executive Committee
or had any material business relationships with
the Komax Group.

David Dean is an expert in accounting and con-
trolling. He holds a federal diploma and is a cer-
tified accountant. Furthermore, he has also com-
pleted management training at Harvard Business
School and IMD Lausanne. David Dean works
as a professional board director. From 1992 to
2019 he worked for the Bossard Group – from
2005 to 2019 as CEO, from 1998 to 2004 as
CFO, and from 1992 to 1997 as Corporate Con-
troller. Prior to this, from 1990 to 1992 he worked
as Corporate Controller and member of the
Group Executive Board of a leading global lo-
gistics company, and from 1980 to 1990 held
various management functions in auditing and
management consultancy at Pricewaterhouse-
Coopers AG. In the last three years, David Dean
has not been a member of the Executive Com-
mittee or had any material business relationships
with the Komax Group.

Andreas Häberli holds a master’s degree in elec-
trical engineering from ETH Zurich. He then went
on to obtain a doctorate (Dr. sc. techn.) at ETH
Zurich’s Laboratory for Physical Electronics. Since
2003, he has held various management roles at
the dormakaba Group (formerly Kaba Group), whe-
re he has been Chief Technology Officer (CTO) and
a member of the Executive Committee since 2011.
He was a member of the Executive Board of Sen-
sirion AG from 1999 to 2003, and worked for Invox
Technology (USA) from 1997 to 1999. In the last
three years, Andreas Häberli has not been a mem-
ber of the Executive Committee or had any mate-
rial business relationships with the Komax Group.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportKURT HAERRI (1962)
Non-executive, independent member of the
Board of Directors since 2012, elected until
2023, Swiss citizen, resident in Birrwil (CH).

Member of the Board of Directors of Bertschi
Holding AG, Dürrenäsch, 4B AG, Hochdorf,
as well as member of the Board of the Swiss-
Chinese Chamber of Commerce (Head of the
MEM Industry Chapter), Zurich, and President
of Gemeindienststiftung Emmen.

MARIEL HOCH (1973)
Non-executive, independent member of the
Board of Directors since 2019, elected until
2023, Swiss and German citizen, resident in
Zurich (CH).

Member of the Board of Directors of listed
company SIG Combibloc Group AG, Neuhausen
am Rheinfall, and of Comet Holding AG, Flamatt;
in addition, she is a member of the Board of
Directors of MEXAB AG, Lucerne, as well as a
member of the Foundation Board of the Irene M.
Staehelin Stiftung, Zurich, the Law and Econo-
mics Foundation St. Gallen, and the Foundation
Board of The Schörling Foundation, Lucerne.

Kurt Haerri holds a degree in mechanical engi-
neering from Lucerne University of Applied Scien-
ces as well as an Executive MBA HSG from the
University of St. Gallen. He has been working for
Schindler since 1987, with a short interruption in
2021. He currently heads a task force on new
installations in the USA. Previous roles included
Global Head of High-Rise Business as well as
Marketing & Sales at the Schindler Group. He
was based in China for Schindler from 1996 to
2003 and 2017 to 2019, and headed a global
growth program in the China, India, Southeast
Asia, and US markets from 2020 onwards. Kurt
Haerri was the President of the Swiss-Chinese
Chamber of Commerce from 2006 to 2013. He
was also responsible for the Asia module of an
Executive MBA program at ETH Zurich. In the last
three years, Kurt Haerri has not been a member
of the Executive Committee or had any material
business relationships with the Komax Group.

Mariel Hoch obtained a PhD (Dr. iur.) from the
University of Zurich and was admitted to the Zu-
rich Bar in 2005. Since 2002, she has been with
the law firm Bär & Karrer AG in Zurich, where
she specializes in M&A transactions and advises
listed companies on corporate and regulatory
matters. Mariel Hoch has been a partner since
2012. In the last three years, Mariel Hoch has
not been a member of the Executive Committee
or had any material business relationships with
the Komax Group.

ROLAND SIEGWART (1959)
Non-executive, independent member of the
Board of Directors since 2013, elected until
2023, Swiss citizen, resident in Schwyz (CH).

Member of the Board of Directors of Evatec
Holding AG, Trübbach, of NZZ Media Group
(AG für die Neue Zürcher Zeitung), Zurich, of
Sevensense Robotics AG, Zurich, and of Voliro
AG, Zurich; he is also Chairman of the Board
of Trustees of Gebert Rüf Stiftung, Basel, Vice
Chairman of the Board of Trustees of the Kick
Foundation, Basel, and member of the Founda-
tion Board of the BlueLion Foundation, Zurich.

Roland Siegwart holds a master’s degree in me-
chanical engineering as well as a doctorate from
ETH Zurich. He was Professor of Microrobotics
at EPFL Lausanne from 1996 to 2006, and Vice
President of Research and Corporate Relations
at ETH Zurich from 2010 to 2014. He has been
Professor of Robotics at ETH Zurich since July
2006 and Co-Director of the Wyss Translational
Center Zurich, a joint research center of ETH
Zurich and the University of Zurich, since 2015.
In the last three years, Roland Siegwart has not
been a member of the Executive Committee or
had any material business relationships with the
Komax Group.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportJÜRG WERNER (1956)
Non-executive, independent member of the
Board of Directors since 2022, elected until
2023, Swiss citizen, resident in Hedingen (CH).

Member of the Board of Directors of listed
company V-ZUG AG, Zug, member of the Board
of Directors of the Haag-Streit Holding AG,
Köniz, and a member of the Industrial Advisory
Board, ETH Zurich; elected full member of
the Swiss Academy of Engineering Sciences
(SATW), Zurich.

Jürg Werner holds a degree in electrical engi-
neering from ETH Zurich. He then went on to
obtain a doctorate (Dr. sc. techn.) from ETH Zu-
rich’s Institute for Quantum Electronics. He has
a postgraduate diploma in business manage-
ment from Lucerne University of Applied Sciences
and Arts. From 2013 to 2020 he was CEO of
Metall Zug AG. Prior to this he worked for V-ZUG
AG between 1996 and 2013 – from 2010 to 2013
as CEO, in 2010 as COO, and from 1996 to 2009
as Head of Development. Before joining V-ZUG
AG he held management roles at companies in
the US and Switzerland. Jürg Werner has not
been a member of the Executive Committee or
had any material business relationships with the
Komax Group.

Election and term of office
According to the Articles of Association, the Board of Directors consists of three to seven members.
It is predominantly composed of independent, non-executive members, who are elected individu-
ally by the Annual General Meeting for a term lasting until the end of the next Annual General Mee-
ting. The Annual General Meeting also elects the Chair. Members may be re-elected. There is no
restriction on the length of a member’s term of office, although members usually step down after
a term of 12 years at the most. The Articles of Association provide no regulations regarding the
appointment of the Chair and the members of the Board of Directors that deviate from statutory
provisions.

The Komax Group strives to achieve diversity on its Board of Directors in respect of age, gender,
professional background, etc., and is keen that its membership should cover the broadest possible
set of skills. The Komax Group does not yet fulfil the statutory requirement for a 30% quota of
women on the Board of Directors, which entered into force in Switzerland in 2021, and will take this
factor into consideration when filling future vacancies.

The Chair and all other members of the Board of Directors will be proposed for re-election at

the next Annual General Meeting on 12 April 2023.

Internal organization
The internal organization of Komax Holding AG, i. e. the tasks and competencies of its executive
bodies, is set out in the Organizational Regulations available on the website of the Komax Group
(www.komaxgroup.com/organization).

The Board of Directors consists of the Chair and a maximum of six other Board members. With
the exception of the Chair, who is elected by the Annual General Meeting, unless that position
becomes vacant during the year, the Board of Directors organizes itself. If the office of Chair beco-
mes vacant during the period of office, the Board of Directors will nominate a new Chair for the
remaining period of office, whereby this person must be an existing member of the Board of Directors.
The Chair is responsible for chairing meetings. At the invitation of the Chair, the Board of Directors
meets as often as business requires, but no less than four times per year. Each member of the
Board of Directors is also entitled to request that a meeting be called to discuss a particular topic.
In this case, the Chair convenes the meeting within 14 days of receiving the request.

The Board of Directors is deemed to have a quorum if an absolute majority of its members
participate. The resolutions of the Board of Directors are adopted by an absolute majority of votes.
In the event of a tie, the Chair casts the deciding vote. All resolutions are minuted. The Board of
Directors can pass its resolutions using digital channels or in writing on hard copy or electronically
(resolutions by circular letter), provided no Board member calls for verbal discussion.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportSix ordinary and two extraordinary meetings of the Board of Directors were held in 2022. All mem-
bers attended all of the meetings. On average, these meetings lasted around six hours. However,
these average times pertain to the actual duration of the meetings themselves, and do not take into
account the preparatory and follow-up work done by the individual members. Within the Board of
Directors, there are two committees that are exclusively made up of non-executive Board members.
To increase the focus on the strategic principle of sustainable corporate development, the Board
of Directors will also establish a Sustainability and Innovation Committee after the next Annual Ge-
neral Meeting.

The Board of Directors undertakes regular evaluations of its own work as well as that of its

committees. In addition, it regularly scrutinizes the composition of the Board.

– Remuneration Committee
This committee amalgamates the tasks of the remuneration and nomination committee. The Remu-
neration Committee consists of a maximum of three non-executive members. The Committee is
elected by the Annual General Meeting. Members’ term of office ends with the conclusion of the next
Annual General Meeting. Re-election is permissible. The members are Roland Siegwart (Chair), An-
dreas Häberli, and Beat Kälin. The Board of Directors is proposing to the Annual General Meeting of
12 April 2023 that the three existing members be re-elected.

The Articles of Association provide no regulations regarding the appointment of Committee
members that deviate from statutory provisions. If a member leaves the company prior to completing
their term of office, the Board of Directors will appoint a replacement from among its number for the
remaining period of office.

The Remuneration Committee meets as often as business requires, but at least twice a year. The
invitation, which contains details of the agenda items, is issued in writing at least ten days prior to
the meeting. The CEO, other members of the Executive Committee, and members of the statutory
auditors or other specialists may attend these meetings in an advisory capacity. The members of the
Executive Committee are not present when their own remuneration is discussed.

The Committee Chair reports to the Board of Directors on the activities of the Committee after
every meeting. The minutes of Committee meetings are made available to the members of the Board
of Directors.

In 2022, the Committee held two ordinary meetings and one extraordinary meeting; all members
were present in each case. On average, these meetings lasted five hours. These average times do
not include the preparatory and follow-up work done by the individual members.

The detailed tasks and competencies of the Remuneration Committee are formulated in a set of
Regulations for the Remuneration Committee. These are summarized on pages 89/90 of the Com-
pensation Report.

– Audit Committee
The Committee consists of a maximum of three non-executive members of the Board of Directors
and assists the Board with its supervisory duties relating to corporate governance. The members
of the Audit Committee are David Dean (Chair), Kurt Haerri, and Mariel Hoch. It meets at least twi-
ce a year. Three ordinary meetings took place in 2022, with all members being present on all oc-
casions. On average, these meetings lasted four hours. These average times do not include the
preparatory and follow-up work done by the individual members.

The tasks of the Audit Committee include the overall supervision of the external and internal
auditors, as well as financial reporting. The Audit Committee sets out the scope and schedule of
the audits to be carried out by the two auditing bodies and also coordinates their work.

Both the external and internal auditors draw up a report on their audit work, and the Audit
Committee monitors the implementation of the audit findings. Furthermore, the Audit Committee
evaluates the reliability of the internal control system and risk management, and acquires a picture
of the extent to which statutory and internal regulations are being adhered to (compliance).

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportThe CEO and the CFO both attend meetings of the Audit Committee. The external auditor is invited
to attend. The CFO represents the internal audit unit. Both bodies have access to the minutes of
the meetings of the Board of Directors and Executive Committee. The detailed tasks and compe-
tencies of the Audit Committee are set out in the Organizational Regulations for the Audit Committee.
Overall responsibility for the tasks and competencies assigned to the two committees essentially

remains with the Board of Directors.

Definition of areas of responsibility
According to Art. 716a (1) Swiss Code of Obligations and the Articles of Association of Komax
Holding AG, the Board of Directors must fulfil the following tasks:
– Overall management of the company and issuance of the necessary directives
– Defining the company’s organizational structure
– Determining the principles of accounting, financial controlling, and financial planning
– Appointing and removing the persons entrusted with managing and/or representing the company
– Ultimate supervision of the persons entrusted with managing the company, specifically with

respect to prevailing legislation, the Articles of Association, regulations, and directives

– Producing the Annual Report and the Compensation Report, making preparations for the Annual

General Meeting, and executing the resolutions passed by the Annual General Meeting

– Submitting an application for a moratorium on debt enforcement and informing a court in the

event of excessive indebtedness

– Passing resolutions on supplementary contributions for shares not fully paid in
– Resolutions for the approval of capital increases and the resulting amendments to the Articles of

Association

The tasks, obligations, and powers of the Board of Directors, its Chair, and the Committees are set
out in detail in the Articles of Association, the Organizational Regula tions of Komax Holding AG, and
the Regulations for the Remuneration Committee and the Audit Committee. These also define the
rights, obligations, and competencies of the CEO and Executive Committee. The relevant regula-
tions are reviewed on a regular basis and amended where necessary. The most recent adjustments
have been in force since 13 June 2019. To the extent permitted by law and by the Articles of Asso-
ciation, the Board of Directors has delegated operational management of the company to the CEO
of the Komax Group. The Executive Committee is made up of the CEO, CFO, and four further mem-
bers. The members of the Executive Committee are appointed by the Board of Directors at the
proposal of the Remuneration Committee.

Information and control instruments in respect of the Executive Committee
The CEO informs the Board of Directors at each ordinary meeting about the course of business,
the Group’s most important transactions, and the status of the tasks delegated to the Executive
Committee. In addition, the key data generated by the management information system (MIS) is
discussed at length with the CEO and CFO at these meetings. The Board of Directors is provided
with full details of the current course of business and the financial situation of the Group between
each meeting. In addition, the Chair of the Board of Directors and the CEO are in regular contact
to discuss important matters of company policy.

The risks associated with the Group’s commercial activities are systematically identified, ana lyzed,
monitored, and managed through an institutionalized risk management function. These risks are
amalgamated into groups according to their nature, namely general external risks (including pan-
demic and epidemic risks), business risks, financial risks, risks arising in connection with corporate
governance and trade compliance, and IT risks.

The Executive Committee is responsible for the operational side of risk management, whereby
specially appointed process owners are assigned responsibility for the management of key individ-
ual risks. These process owners take specific measures and monitor their implementation. Every
year, the Executive Committee informs the Audit Committee of the risks identified and the measures
taken as part of risk management activities.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportThe MIS of the Komax Group is organized as follows: Each subsidiary’s key balance sheet and
profit and loss figures are compiled and consolidated once a month. The subsidiaries’ balance
sheets, income statements, cash flow statements, and various indicators are compiled and con-
solidated on a quarterly, half-yearly, and yearly basis. A comparison is then made with the previous
year and the budget. The budget forecast is checked for attainability against the quarterly state-
ments for each individual company and on a consolidated basis.

Using key controls, the internal control system (ICS) ensures proper and efficient management,
safeguards assets, prevents and identifies offences and errors, and ensures accurate and complete
accounting records as well as timely preparation of reliable financial information. A report setting out
the results of these investigations and the corresponding measures taken is submitted to the Audit
Committee.

The internal audit function evaluates the effectiveness of the ICS as well as of management and
monitoring processes. It also supports the Executive Committee in the risk management process.
Internal audit duties are performed by the Finance and Accounting unit of Komax Management AG,
Dierikon. This unit scrutinizes the individual operating units of the Group and the various business
areas of the parent entity at regular intervals, and on the basis of an annually updated audit plan. The
internal auditors report the results of their investigations to the Audit Committee. The Audit Committee
reviews and approves the scope of the audit, the audit plan, and the corres ponding responsibilities.
It also decides on any measures to be implemented as a result of internal audit findings.

4 EXECUTIVE COMMITTEE

As at 31 December 2022 the Executive Committee comprised the CEO, the CFO, and three further
members. Since 1 January 2023 the Executive Committee comprised six members.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportMATIJAS MEYER (1970)
CEO since 2015, member of the Executive
Committee since 2010, with the Komax
Group since 2007, Swiss citizen, resident
in Ebikon (CH).

ANDREAS WOLFISBERG (1958)
CFO since 1996, member of the Executive
Committee since 1996, with the Komax
Group since 1991, Swiss citizen, resident
in Adligenswil (CH).

Chairman of the Board of Directors of
Kowema AG, Rotkreuz, and of its subsidiary
CabTec Holding AG, Rotkreuz.

JÜRGEN HOHNHAUS (1967)
Executive Vice President, member of the
Executive Committee since 2020, with the
Komax Group since 2019, German and
Swiss citizen, resident in Riedholz (CH).

Matijas Meyer holds a degree in engineering
from ETH Zurich and an MBA from Cranfield Uni-
versity (UK). From 1998 to 2004, he worked in
product development at OC Oerlikon/ESEC and
from 2005 to 2006 in product management at
Tornos SA. He joined the Komax Group in 2007,
heading the French production and development
site in Rousset until 2010. He then took over as
Head of the Wire business unit and was appo-
inted as a member of the Komax Executive Com-
mittee. He has been CEO of the Komax Group
since 2015.

Andreas Wolfisberg is a Swiss Certified Expert
in Accounting and Controlling. Before joining the
Komax Group, he worked in finance at von Moos
Stahl AG. He joined the Komax Group in 1991,
initially as Department Head in finance and ac-
counting and since 1996 as CFO and member
of the Executive Committee.

Jürgen Hohnhaus holds a degree in mechanical
engineering and obtained his doctorate from the
University of Stuttgart’s Institute for Metal For-
ming Technology. From 2000 to 2008 he held
various management positions at Dieffenbacher
GmbH + Co. KG in Eppingen (DE). Subsequent-
ly and until 2017 he was Chief Technology Officer
and a member of the Executive Committee at the
Bystronic Group. From 2018 to 2019, he headed
the Products division at the Güdel Group. Jürgen
Hohnhaus joined the Komax Group in 2019 and
has been a member of the Executive Committee
since 2020. He heads a unit that addresses auto-
mation along the value chain and whose primary
focus is on customer-specific solutions for wire
processing.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportTOBIAS RÖLZ (1977)
Executive Vice President, member of the
Executive Committee since 2020, with the
Komax Group since 2017, German citizen,
resident in Thal (CH).

MARC SCHÜRMANN (1971)
Executive Vice President, member of the
Executive Committee since 2019, with the
Komax Group since 1995, Swiss citizen,
resident in Zug (CH).

Member of the Board of Directors of Abnox
AG, Cham.

Member of the Executive Committee since 1 January 2023

OLIVER BLAUENSTEIN (1971)
Executive Vice President, member of the
Executive Committee since 2023, with the
Komax Group since 2023, Swiss citizen,
resident in Zurich (CH).

Member of the Board of Directors of Swiss
Finance Service Center AG, Zurich, and
Chairman of the Foundation Board of Stiftung
Benefit, Zurich.

Komax Group Annual Report 2022

Tobias Rölz has a University of Applied Sciences
(FH) degree in business informatics and a Kel-
logg-WHU Executive MBA. From 2002 to 2008,
he worked for Continental AG, leading group-
wide IT projects and managing international
teams at various locations in Germany and China.
He was then in various IT management positions
at Hilti AG in Schaan (LI) and Buchs until 2017,
most recently as Head of IT Workplace & Appli-
cation Services. Tobias Rölz joined the Komax
Group in 2017 and headed the Global IT & Digi-
tal Business department. In 2020, he took over
the new Market & Digital Services department
and became a member of the Executive Com-
mittee.

Marc Schürmann graduated as a business tech-
nician and has an Executive MBA through the
Rochester-Bern executive program. He joined the
Komax Group in 1995, initially as a service tech-
nician and then held various management positions
in Switzerland and abroad. Among his various
positions, Marc Schürmann worked for Komax
France for five years and was Managing Director
of Komax China in Shanghai for two years. From
2010 to 2017, he was a member of the Executive
Committee of the Wire business unit of the Komax
Group, latterly as Head of Marketing, Sales & Ser-
vice. He has headed a unit focusing on wire pro-
cessing since 2018 and is Managing Director of
Komax AG in Switzerland. Since 2019 he has
been a member of the Executive Committee.

Oliver Blauenstein holds a degree in electrical
engineering from ETH Zurich, where he also ob-
tained a doctorate. From 2004 to 2006 he was
Head of Product Management and Engineering
at Altec Electronic AG, going on to become Chief
Technology Officer (CTO) for the Jaquet Techno-
logy Group AG until 2008. From 2008 to 2022,
he held various management positions at ABB
in Switzerland, Italy, and China. Most recently,
he was Division Manager Process Automation
Energy Industries at ABB. Oliver Blauenstein joined
the Komax Group in 2023 and is a member of
the Executive Committee. He is leading the tes-
ting activities within the Komax Group.

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportMembers of the Executive Committee

Matijas Meyer, CEO

Andreas Wolfisberg, CFO

Jürgen Hohnhaus

Tobias Rölz

Marc Schürmann

Function exercised since

2015

1996

2020

2019

Oliver Blauenstein joined the Executive Committee as a new member on 1 January 2023, taking
over the testing activities previously overseen on an interim basis by Matijas Meyer.

Other activities and interests
Aside from the mandates listed on pages 79 and 80, the members of the Executive Committee did
not exercise any activities on management or supervisory bodies of significant Swiss and foreign
corporate entities, institutions, or foundations under private or public law outside the Komax Group
as at 31 December 2022.

Statutory regulations with respect to the number of permissible activities as per Art. 626 (2)
Swiss Code of Obligations (formerly Art. 12 para. 1 point 1 ERCO)
According to the Articles of Association, the number of permissible mandates of members of the
Executive Committee in the highest management or administrative bodies of legal entities which
are obliged to have themselves entered in the Commercial Register or in a corresponding foreign
register and which are not controlled by the company or do not control the company shall be
– two additional mandates for listed companies,
– two additional mandates for non-listed companies, and
– five additional mandates for charitable organizations,
as long as this does not involve any breach of statutory provisions and in particular the applicable
due diligence obligations and the duty of loyalty. Mandates with different companies that belong
to the same corporate group count as a single mandate. Mandates undertaken by a member of the
Executive Committee at the behest of a Group company are not covered by the additional mandate
restriction.

Executive Committee members may not accept any of the above-mentioned mandates without
the prior written approval of the Board of Direct ors. The assumption of mandates other than those
stipulated above is permissible without numerical restriction, as long as these mandates are unre-
munerated and do not interfere with the Executive Committee member’s fulfillment of his/her obli-
gations regarding the company. The reimbursement of expenses does not count as compensation.

Management contracts
No management agreements exist with companies or natural persons outside of the Group in
relation to transferred management responsibilities.

5 COMPENSATION, SHAREHOLDINGS, AND LOANS

Details of compensation, shareholdings, and loans are set out in the Compensation Report on
pages 85 to 103 of this Annual Report.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report6 SHAREHOLDER PARTICIPATION RIGHTS

The fundamental participation rights of shareholders are set out in the Swiss Code of Obligations
(CO) and supplemented by the provisions of the company’s Articles of Association. There are no
regulations on participation in the Annual General Meeting that deviate from statutory provisions.
The Articles of Association of Komax Holding AG are available in electronic form on the website
(www.komaxgroup.com/organization).

Voting rights and representation restrictions
Shareholders registered in the Komax Holding AG share register are entitled to vote – each share
is entitled to one vote. Komax Holding AG treasury shares do not confer the right to vote. Legal
entities and groups with joint legal status which are connected through capital, voting rights, ma-
nagement, or in some other manner, along with all natural persons, legal entities, and groups with
joint legal status which act in concert by virtue of agreement, syndicate, or in some other manner,
are regarded as one person for the purposes of this provision. Representation by the independent
proxy remains reserved.

Shareholders may be represented at the Annual General Meeting by a representative of their
choice on the basis of a written power of attorney, and by the independent proxy on the basis of
electronic or written power of attorney. The Chair of the Annual General Meeting shall decide on the
permissibility of representation. The independent proxy is elected by the Annual General Meeting
up until the end of the next Annual General Meeting. The Articles of Association provide no regula-
tions regarding the appointment of the independent proxy that deviate from statutory provisions.

Statutory quorums
The Annual General Meeting votes and passes its resolutions with the absolute majority of votes
represented, unless prevailing legislation or the Articles of Association contain mandatory provisi-
ons under which resolutions have to be passed in a different way. In addition to the resolutions
specified in CO Art. 704, under the Articles of Association of Komax Holding AG, a two-thirds
majority of votes cast and an absolute majority by value of shares voted is required to dismiss
members of the Board of Directors.

Convocation of the Annual General Meeting of shareholders and agenda
The convocation of the Annual General Meeting is governed by applicable law. The meeting is con-
vened through publication in the Swiss Official Gazette of Commerce (SOGC) no later than 20 days
prior to the chosen date. Shareholders representing at least 0.5% of the share capital can request
that items be placed on the agenda for discussion by submitting the proposed motions in writing
by the deadline published by the company.

Entries in the share register
Any person acquiring shares is listed in the share register as a “shareholder without voting rights”
or a “shareholder with voting rights.” Only persons with a valid entry under one of these two hea-
dings shall be deemed to be shareholders.

Invitation to the Annual General Meeting of 12 April 2023
All shareholders registered in the Komax Holding AG share register as at 5.00 p.m. on 5 April 2023
are entitled to vote in respect of the number of shares registered in their name at the Annual Ge-
neral Meeting of 12 April 2023. Registered shares sold between this date and the Annual General
Meeting do not confer the right to vote. Shareholders registered on 9 March 2023 will receive an
invitation indicating the proposals of the Board of Directors along with the registration and sub-
scription slip for admission tickets. Shareholders who acquire shares later and whose registration
application is received by the Komax Holding AG share register no later than 5 April 2023 will
receive the invitation at a later date.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report7 CHANGES OF CONTROL AND

DEFENSE MEASURES

Duty to make an offer
Upon reaching or exceeding a threshold of 33¹/3%, a shareholder must submit an offer to all share-
holders for the purchase of their shares (Art. 135 FinMIA). The Articles of Association do not contain
any opting-out or opting-up regulations.

Clauses on change of control
At the Komax Group, change-of-control clauses are not included in employment contracts. However,
the members of the Board of Directors, Executive Committee, and middle management are entitled
to exercise their share-based remuneration in part or in full, without regard to the applicable time
limits, in the event of a change in control.

8 AUDITORS

Duration of the mandate and term of office of the lead auditor
PricewaterhouseCoopers AG, Basel, has been the statutory auditor of Komax Holding AG and the
Komax Group’s consolidated financial statements since 1994. The Komax Group put its audit man-
date back out to tender in 2021, and following detailed analysis decided not to change its auditor.
The mandate will be put out to tender again in 2026 at the latest. Pursuant to the provisions of the
Swiss Code of Obligations, the lead auditor is replaced after a maximum term of seven years. The
lead auditor has been responsible for the audit mandate since 2017.

Audit fee
PricewaterhouseCoopers invoiced the Komax Group CHF 733 803 in the 2022 financial year for
services in connection with auditing the annual statements of Komax Holding AG and the Group
companies, as well as the consolidated statements of the Komax Group.

Additional fees
During the 2022 financial year, PricewaterhouseCoopers invoiced additional fees amounting to a total
of CHF 123 061. This breaks down into fees of CHF 64 899 for tax and legal advice and CHF 58 162
for transaction services and other consultancy fees.

Information instruments of the external audit
The Audit Committee is responsible for evaluating the external auditors, who submit an audit report
to the Board of Directors and senior management. At least two consultations are held each year
between the external auditors and the Audit Committee, at which the material findings for each
company (management letters) and the consolidated financial statements covered by the audit
report are discussed in detail. The auditors also explain the audits conducted (audit and review) for
each company along with recent changes in Swiss GAAP FER standards and their impact on the
Komax Group’s consolidated annual statements. The ser vices provided by the statutory auditors
are evaluated by the Audit Committee on the basis of the quality of reporting and the audit reports,
the implementation of the audit plan, and the level of cooperation with the internal audit team. The
independence of the auditors is verified by comparing the fee for additional services charged by
the external auditors with the audit fee, taking into account the scope of these additional services.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report9 INFORMATION POLICY

Komax Holding AG informs all stakeholders transparently, rapidly, and simultaneously. The CEO,
CFO, and the Vice President Investor Relations / Corporate Communications are available as con-
tact partners for information purposes.

The consolidated financial statements are compiled in conformity with Swiss GAAP FER stan-
dards. Komax Holding AG publishes comprehensive financial results twice a year, for the first half
and the full year. The publication dates are available in the financial calendar on the Komax Group
website (www.komaxgroup.com/en/invest-in-komax/financial-calendar). Media and analyst con-
ferences are held at least once a year. In addition to the financial results, shareholders and the
financial markets are also regularly informed of significant changes and developments.

Komax Holding AG publishes facts relevant to its share price in conformity with the disclosure
policies of SIX Swiss Exchange Ltd (ad hoc publicity, Art. 53 of the Listing Rules). The Listing Rules
can be downloaded at www.ser-ag.com. The official publication for company notices is the “Swiss
Official Gazette of Commerce” (“Schweizerisches Handelsamtsblatt”).

Information on share price trends, annual and half-year reports, the financial calendar, the
minutes from the most recent Annual General Meeting, media releases, and Komax Holding AG’s
Articles of Association and Organizational Regulations are available at www.komaxgroup.com.
Anyone who wants to receive all media releases of Komax Holding AG by email should sign up to
the mailing list on the Komax Group’s website (www.komaxgroup.com/en/media/mailing-list).

Contact
Komax Holding AG
Roger Müller
Vice President Investor Relations / Corporate Communications
Industriestrasse 6, 6036 Dierikon, Switzerland
Phone +41 41 455 04 55
roger.mueller@komaxgroup.com

10 TRADING BLACKOUT PERIODS

The Board of Directors has issued rules to prevent insider trading. For the Board of Directors, the
Executive Board, the Managing Directors of all companies of the Komax Group, and various other
employees – particularly those from the finance area – who are in possession of price-relevant
information, specific blackout periods will apply to the trading of Komax shares. The general trading
blackout periods each year will be from 1 January and 1 July until two stock market trading days
after the publication of the annual and half-year report respectively.

Furthermore, the Chair of the Board of Directors and the CEO will be entitled to define trading
blackout periods for selected persons in individual cases. These might include, for example, persons
involved in a project with the potential to influence the price of Komax shares.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportIntroduction by the Chairman
of the Remuneration Committee

Compensation in the 2022
financial year at a glance

Compensation philosophy of the Komax Group

Tasks and competencies of the
Remuneration Committee

Provisions of the Articles of Association
on compensation

Principles of compensation policy

Structure of the compensation system

Compensation and shareholdings
of the Board of Directors in 2022 (audited)

Compensation and shareholdings
of the Executive Committee in 2022 (audited)

Report on the audit of the Compensation Report

102

This Compensation Report explains the philosophy behind the compensation concept of the Komax
Group and provides an overview of the compensation policy and compensation systems of Komax
Holding AG, as well as the principles used to determine the compensation of the Board of Directors
and the Executive Committee. In addition, the compensation paid in 2022 is disclosed in detail, inclu-
ding a comparison with the previous year. The Compensation Report has been drawn up in accordan-
ce with the provisions of the Swiss Code of Obligations, the Directive on Corporate Governance (DCG)
of SIX Swiss Exchange, and the principles of the Swiss Code of Best Practice for Corporate Governance
of economiesuisse.

Komax Group Annual Report 2022

ESG BerichtContent OverviewManagement ReportFinancial ReportESG ReportCorporate GovernanceCOMPENSATION REPORT1

INTRODUCTION BY THE CHAIRMAN OF
THE REMUNERATION COMMITTEE

Dear Shareholder,
The 2022 financial year was an intense and successful one for the Komax Group. The company recorded
new record figures for order intake and revenues, while at the same time significantly increasing EBIT.
The strategic financial targets set for 2023 were actually met in the year under review. Management
worked tirelessly to address the numerous challenges, which included the supply chain situation, the
still tangible effects of the coronavirus pandemic, and the repercussions of the war in Ukraine. On top
of this came the combination with the Schleuniger Group, which was completed during the year.

As the Komax Group now has a new anchor shareholder, Metall Zug AG, Dr. Jürg Werner was
appointed to the Board of Directors as its representative. The Remuneration Committee dealt with
various personnel issues in 2022. These included the search for a successor to Executive Committee
member Marcus Setterberg, who was responsible for the company’s testing activities up to the end
of 2021. A very experienced successor was found in the person of Oliver Blauenstein, who has
strengthened the Executive Committee with effect from 1 January 2023. Furthermore, with a view to
succession planning, the Committee also started its search for a new CFO. Andreas Wolfisberg, CFO
of the Komax Group since 1996, will retire in 2023 after 32 years with the company. Christian Mäder,
a highly distinguished management figure, will join the Komax Group on 1 August 2023. He will then
assume responsibility for the CFO function on 1 October 2023, when he will also become a member
of the Executive Committee.

The Komax Group stuck by its principle of fixed compensation for the Board of Directors in 2022,
thereby guaranteeing independence in the supervision of the Executive Committee. Members of the
Board of Directors receive a fixed compensation amount, which is regularly reviewed to ensure market
conformity through a peer comparison with other listed, internationally active Swiss industrial compa-
nies of comparable size and complexity. Members of committees are paid an additional fixed sum.

The remuneration system for the Executive Committee was updated in 2021 and retained in the
reporting year. In this system, the Komax Group adheres to a consistent pay-for-performance
philosophy. In addition to a fixed base salary, members receive variable compensation which is
largely determined by the commercial success of the company and the performance achievement
level in respect of the targets set for the individual Executive Committee members. The remunera-
tion policy of the Komax Group has been moderate for many years, and will remain so going forward.
To ensure even greater transparency, the structure of the Compensation Report has been reworked.
For many years now, the Komax Group has adopted a sustainable approach to company develop-
ment. To put an even greater focus on of this strategic principle, the Board of Directors will appoint
a Sustainability and Innovation Committee after the next Annual General Meeting. This body will
support and advise the Executive Committee in respect of the strategic development of the key
themes of technology, innovation, and sustainability. Among other things, it will also monitor the
sustainability principles and sustainability reporting of the Komax Group. The Sustainability and
Innovation Committee will comprise three members.

You will be able to vote on this year’s Compensation Report at the Annual General Meeting of
Shareholders on 12 April 2023. You can also express your opinion on our compensation system through
the votes on the proposed maximum possible total compensation. This is very important to us. In order
to ensure continuity, the current members of the Remuneration Committee will stand for re-election.

Yours sincerely

Prof. Dr. Roland Siegwart
Chairman of the Remuneration Committee

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report2

COMPENSATION IN THE 2022 FINANCIAL YEAR
AT A GLANCE

Compensation of the Board of Directors
In order to ensure their independence in their supervisory function, members of the Board of Direc-
tors receive a fixed proportion of their compensation in cash plus a fixed proportion in restricted
shares. In 2022, the total compensation of the Board of Directors amounted to CHF 1.0 million, and
was therefore in line with the maximum amount of CHF 1.1 million approved for the 2022 financial
year at the 2021 Annual General Meeting. This maximum figure was adhered to despite the election
of an additional member of the Board of Directors in the person of Jürg Werner at the 2022 Annual
General Meeting in April.

Vergütungen Verwaltungsrat
in CHF

1 100 000

985 961
58 461

190 000

954 309

56 809

190 000

737 500

707 500

Total compensation 2022

Total compensation 2021

Maximum total compensation for
2022 approved by the 2021 AGM

Fixed compensation in cash

Fixed compensation in shares

Social benefits

Compensation of the Executive Committee
The compensation of the members of the Executive Committee consists of a fixed base salary, a
variable cash bonus, and a long-term incentive system in the form of performance share units (PSUs)
with a three-year vesting period. In 2022, the total compensation of the Executive Committee amoun-
ted to CHF 3.7 million, and was therefore well below the maximum overall amount of CHF 5.2 million
approved for the 2022 financial year at the 2021 Annual General Meeting.

CEO
Variable compensation 2022: 53%

Total other members of the Executive Committee
Variable compensation 2022: 44%

19%

18%

40%

16%

14%

35%

34%

26%

28%

51% 47%

Fixed compensation
Cash bonus
PSU allocation
Social benefits

2022
2021

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

COMPENSATION PHILOSOPHY
OF THE KOMAX GROUP

The Komax Group pursues a long-term business strategy with a view to creating lasting value for
the good of all stakeholder groups. Above-average profitability and sustainable growth are key
objectives here. This goes hand in hand with environmentally conscious, socially aware, and re-
sponsible conduct towards all stakeholder groups.

The compensation philosophy is designed to be in alignment with this corporate strategy and
the nature of the Komax Group’s business model. The compensation amounts paid to the Execu-
tive Committee should be attractive in order to acquire and retain outstanding managers while at
the same time setting incentives for the long-term success of the Komax Group. In addition, it
should be fair, transparent, and proportionate. To this end, the Komax Group has created a com-
pensation system that offers a balance of short-term and long-term as well as fixed and variable
components. It adheres to both commercial and ethical principles in equal measure.

Principles of the Komax Group’s compensation philosophy – what matters to us.

WE ...

– Pursue a clear pay-for-performance approach involving a mix of fixed and variable compensation.
– Align compensation with the commercial success of the Komax Group and the individual performance of

Executive Committee members.

– Pay only performance-related bonuses, not guaranteed bonuses.
– Regularly align performance-related compensation with shareholder interests.
– Focus on sustainable success through a long-term incentive system in order to harmonize the interests of

management and the long-term interests of shareholders.

– Are committed to fair compensation that is based on job profile, responsibility, competence, and experience.
– Provide transparency with regard to structure and the payment of compensation.
– Ensure that compensation is in line with market rates through regular external analysis of similar positions in

comparable companies in order to attract and retain top-quality managers.

– Define clearly measurable targets for each Executive Committee member.
– Define ceilings for compensation in order to ensure moderation.
– Do not pay severance compensation (“golden parachutes”).
– Do not reward short-term profit maximization and inappropriately high risks at the cost of long-term

company success.

– Restrict notice periods for Executive Committee members to a maximum of twelve months.

The Komax Group is a globally active technology company in the machinery industry, and primarily
sells industrial capital goods. Its business model is subject to economic fluctuations. These are
reflected in the variable component of compensation in order to reflect the Komax Group’s strict
pay-for-performance approach. As the company has its headquarters in Switzerland, the compen-
sation of the Board of Directors and Executive Committee is also aligned with that of other interna-
tionally active Swiss industrial companies.

As is the case for other employees, the compensation of the Executive Committee is based on
job profile, responsibility, competence, and experience. There are key differences in the amounts
of variable compensation. The cash bonus for the Executive Committee is higher than that of other
employees who receive variable compensation, in order to ensure a direct link between business
development and individual performance. Furthermore, a long-term incentive system dependent
on the financial success of the company is in place in the form of performance share units. The
Komax Group takes care to ensure that the compensation of members of the Executive Committee
is in reasonable proportion to that of other employees, as well as in line with market rates.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report4

TASKS AND COMPETENCIES OF THE
REMUNERATION COMMITTEE

Under the Articles of Association, Organizational Regulations, and Regulations of the Remuneration
Committee of Komax Holding AG, the Remuneration Committee is the supervisory body for staff
and compensation policy within the Komax Group. The Committee amalgamates the tasks of a
remuneration and nomination committee:

– Development and regular review of staff policy and compensation policy, including the principles of

variable compensation and participation programs.

– Annual review of, and proposals for, the maximum total compensation payable to the Board of Directors and

the Executive Committee, as well as preparation of the related proposals to the Annual General Meeting.
– Proposal on the individual compensation amounts payable to members of the Board of Directors and the

CEO within the limits approved by the Annual General Meeting.

– Resolutions on the compensation payable to the other members of the Executive Committee within the

limits approved by the Annual General Meeting.

– Succession planning for the Board of Directors, Executive Committee, and other key functions.
– Annual assessment of the independence of the members of the Board of Directors.
– Annual assessment of the performance of the CEO and the members of the Executive Committee.
– Preparation of the Compensation Report.

The Committee monitors and regularly discusses trends and developments in the area of compen-
sation, including any changes to statutory provisions or changes to provisions on corporate gover-
nance. The overall responsibility for the tasks and competencies assigned to the Remuneration
Committee essentially remains with the Board of Directors.

Delineation of competencies

CEO

Committee

Board of
Directors

Annual General Meeting

Compensation policy, including the principles of variable
compensation and participation programs

Maximum total compensation for the Board of Directors
and the Executive Committee

Individual compensation of the members of
the Board of Directors

Evaluation of the performance of the CEO

Compensation of the CEO

Evaluation of the performance of the other
members of the Executive Committee

Individual compensation of the other
members of the Executive Committee

Compensation Report

proposes

approves

proposes

submits

proposes

approves

approves
(binding vote)

proposes

approves

proposes

approves

proposes

approves

confirms (advisory vote)

Under the Articles of Association, the Remuneration Committee consists of a maximum of three
non-executive members of the Board of Directors. The Committee is elected by the Annual General
Meeting. The members’ term of office ends with the conclusion of the next Annual General Meeting.
Re-election is permissible. The 2022 Annual General Meeting elected Roland Siegwart (Chairman),
Andreas Häberli, and Beat Kälin to the Committee. The Remuneration Committee meets as often
as business requires, but at least twice a year, generally in March and in December.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportOverview of meetings of the Remuneration Committee in the 2022 reporting year

Ordinary meetings

March

Extraordinary
meetings

December

November

Total

Topics addressed

Individual performance evaluation of the CEO and other members of the
Executive Committee and determination of variable compensation

Determination of compensation for the individual members of the Board of Directors

Proposal to the Annual General Meeting for the total amount of compensation for
the Board of Directors and Executive Committee for the 2023 financial year

Determination of the individual performance targets of the CEO and other
members of the Executive Committee

Approval of the Compensation Report

Personnel issues (including succession planning, talent management)

•

Corporate governance

Review of compensation and organizational regulations

Recruitment of CFO

•

In the reporting year, the Committee held two ordinary meetings and one extraordinary meeting; in
each case, all members were present. Meetings lasted five hours on average. The Chair of the
Committee may invite the CEO and other members of the Executive Committee to meetings in an
advisory (non-voting) capacity. However, they do not take part in discussions concerning their own
performance and compensation. The Committee Chair reports to the Board of Directors on the
activities of the Committee after every Committee meeting. The minutes of Committee meetings
are made available to all members of the Board of Directors.

Furthermore, the Committee may call in external individuals in a consulting capacity and draw

on their assistance when fulfilling its duties.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report5 PROVISIONS OF THE ARTICLES OF
ASSOCIATION ON COMPENSATION

In compliance with the provisions designed to prevent excessive remuneration in Listed Companies
Limited by Shares (Swiss Code of Obligations, previously ERCO)1, the Articles of Association con-
tain provisions relating to remuneration, which are reproduced below in abbreviated form (as an
excerpt) and set out in detail in Articles 13 and 25 of the Articles of Association.

The Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (ERCO) was transferred as part of the
revision of the law on Companies Limited by Shares to the Federal Act on the Amendment of the Swiss Civil Code (Part Five:
The Code of Obligations).

Principles for the
compensation of
members of the
Board of Directors

Principles for the
compensation of
members of the
Executive
Committee

– Members of the Board of Directors receive fixed compensation in cash as well as in shares under the

company’s employee participation program.

– The calculated value (fair value) of the shares at the time of allocation may not exceed the amount of

compensation paid in cash.

– The Board of Directors determines the conditions that apply to shares.
– The lock-in periods amount to at least three years.

– Members of the Executive Committee receive a fixed base salary, variable performance-related compensa-

tion, and shares under the company’s employee participation program.

– The Board of Directors determines the conditions for the performance-related compensation component

on an annual basis. These are linked to the attainment of one or more performance criteria, whereby these
criteria are either company-related or individual in nature.

– The target amount may not exceed 50% of the annual fixed compensation. If targets are not attained, the

performance-related compensation may fall to zero. If all targets are significantly exceeded, it may go up to
a maximum of 100% of the annual fixed compensation.

– The Board of Directors determines the conditions that apply to shares. The calculated value (fair value) of

the shares at the time of allocation may not exceed 100% of the annual fixed compensation.

– The lock-in periods amount to at least three years.

Binding vote on the
compensation paid
to the Board of
Directors and
Executive Committee

– The Annual General Meeting holds a separate vote each year on the total amount of compensation payable to

the Board of Directors and to the Executive Committee.

– The vote has binding effect, and applies for the coming financial year to the relevant total maximum amounts

that may be paid to members of the Board of Directors and the Executive Committee.

– The additional amount for the compensation of members of the Executive Committee appointed after the

Annual General Meeting may not exceed 30% of the approved total amount of compensation payable to the
Executive Committee.

Additional sum for
payments to
members of the
Executive Committee
appointed after the
binding vote of the
AGM

Pension benefits

– The pension benefits of members of the Executive Committee are only paid within occupational domestic

and foreign pension plans provided by the company or its Group companies.

– The benefits for the insured persons and the employer contributions are solely drawn from the above-men-

tioned plans and/or corresponding regulations.

– Retirement benefits are provided solely within the context of the company’s ordinary pension plans.

The Articles of Association of Komax Holding AG can be found at the website of the Komax Group
(www.komaxgroup.com/organization).

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report
6 PRINCIPLES OF COMPENSATION POLICY

6.1 BOARD OF DIRECTORS
The members of the Board of Directors only receive fixed compensation. This ensures that they are
independent in their supervision of the Executive Committee. Their compensation is paid in cash
and restricted shares, thereby ensuring alignment with the long-term interests of shareholders. The
amount of compensation reflects the importance of the mandate in question, and is based on the
typical levels of compensation paid to board members of other listed Swiss industrial companies
of comparable size and complexity. To this end, market analysis is commissioned by the Remune-
ration Committee at regular intervals. The last analysis in 2019 showed that the compensation of
the members of the Board of Directors was in line with the market. The compensation of this body
was not adjusted in 2022.

6.2 EXECUTIVE COMMITTEE
The compensation policy for the members of the Executive Committee is determined by the Board
of Directors. It is geared toward key principles that take into account the corporate strategy of the
Komax Group, which is designed to deliver profitable growth, as well as the company’s wider va-
lues with respect to sustainability and social responsibility. The compensation system is intended
to provide an incentive to create and preserve value for shareholders.

The compensation paid to the Executive Committee is determined on the basis of the following

key factors:

Practice of competitors
The Komax Group reviews the market conformity of the compensation paid to the Executive Com-
mittee and other senior managers every three years using benchmarks based on comparable roles
at other internationally active Swiss industrial companies listed on the SIX Swiss Exchange. The last
benchmarking exercise was carried out in 2022 by Willis Tower Watson and encompassed 21 com-
panies with a comparable complexity, size, and geographical reach to the Komax Group from the
sectors of systems and mechanical engineering, automation, chemicals, electrical engineering,
logistics, and supply engineering. The sources used for the benchmark are publicly accessible data
such as compensation reports and the Ethos study on remuneration in Swiss companies. The results
indicate a need for target compensation amounts to be increased. This will be addressed in several
stages from 2023 onwards.

Performance
The basis is the financial performance of the company and its relevant business areas, as well as
the attainment of individual targets agreed as part of the annual performance management process.

Available financial resources of the company and market situation
Budget-related considerations, inflation, and wage trends in local markets are all incorporated into
the evaluation.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report7 STRUCTURE OF THE COMPENSATION SYSTEM

7.1 BOARD OF DIRECTORS
The members of the Board of Directors only receive fixed compensation. To strengthen the align-
ment of their interests with the long-term interests of shareholders, their compensation is paid
partly in cash and partly in restricted shares. The amount of the total compensation depends on
the responsibilities of the individual, the time taken up by their mandate and their additional roles
on the committees of the Board of Directors. It is based on the structure set out below.

Fixed fees for the Board of Directors

in CHF

Chair of the Board of Directors

Vice Chair of the Board of Directors

Member of the Board of Directors

Chair of a committee

Member of a committee

Basic annual fee

Annual allocation of
restricted shares¹

217 500

90 000

10 000

5 000

60 000

30 000

25 000

¹ Fixed amount in CHF, is divided by the share price as per allocation date (average closing price over the last 40 trading days

prior to allocation) and rounded up to the nearest number of full shares.

Compensation is calculated according to the term of office. This begins with the election of the
individual members to the Board of Directors at the Annual General Meeting and lasts until the sub-
sequent Annual General Meeting. In the event of a member leaving or joining the Board of Directors
in between Annual General Meetings, the amount of compensation is based on the term of office
actually served during that year.

The amount of the defined basic fee is based on the assumption that the Board of Directors will
meet six times annually and each committee will meet twice. It covers all ordinary and extraordi-
nary meetings of the Board of Directors and the Committees.

The basic annual fee in cash is paid out in April and December for the current calendar year.
Restricted shares are allocated at the end of the member’s period of office shortly before the
Annual General Meeting. The lock-in period is three years. In the event of resignation from office
as a result of retirement, death, or disability, the entitlement to restricted shares is calculated pro
rata temporis. In such cases, the lock-in period may be either continued or rescinded at the discre-
tion of the Board of Directors. In the event of a change in company control, the lock-in period is
automatically rescinded.

Additional compensation may be paid for exceptional efforts that cannot be considered part of
ordinary activity by the Board of Directors. No additional compensation of this kind was granted
in 2022.

The compensation granted to members of the Board of Directors is subject to the standard
social security deductions. Members of the Board of Directors do not participate in the staff pen-
sion plan of the Komax Group.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report7.2 EXECUTIVE COMMITTEE
In keeping with the principles of performance orientation and alignment with the long-term interests
of shareholders, the CEO and the other members of the Executive Committee receive a fixed salary
component, a variable, performance-related cash bonus, a long-term incentive component in the
form of performance share units, and occupational benefits.

Overview of the compensation system for the Executive Committee

Allocation of
performance
share units
based on
performance
achievement
level

Revenue
growth (1/3)

EBIT margin
(1/3)

TSR
(1/3)

Long-term incentive system
– Allocation of performance share units (PSUs) with a three-year vesting period,
based on function and business results, up to a maximum of 662/3% of fixed
base salary

– Number of allocated PSUs = fixed amount in CHF divided by average price

over the last 60 days prior to the start of the vesting period

– Payment in shares based on degree of attainment of three performance

targets (revenue growth, EBIT margin, and total shareholder return [TSR]) over
three years, each of which contributes 1/3 to the calculation each year1

– Payout bandwidth 0–150%

CEO/CFO

Other members

Individual
performance
(25%)2

Individual
performance
(75%)2

Financial
performance of
Komax Group
(25%: revenues;
50%: EBIT)

Financial
performance of
Komax Group
(25%: EBIT)

Cash bonus
– Target bonus max. 50% of fixed base salary
– CEO/CFO: 75% financial performance of Komax Group (revenues 25%, EBIT

50%); 25% individual performance

– Other Executive Committee members: 75% individual performance; 25%

financial performance of Komax Group (EBIT)

– Payout bandwidth 0–175%, but up to max. 100% of fixed compensation

Fixed compensation
– Fixed base salary

Fixed base salary

Target salary
in event of
100% target
attainment

Insurance of
fixed compensation × 1.2

Occupational benefits
– Insurance as part of regular pension plan for employees
– Share of variable compensation insured by a multiplication of fixed

compensation (factor of 1.2)

Occupational benefits

Fixed compensation

Cash bonus

Long-term incentive system

1 Under the plans initiated prior to the 2021 financial year, the average RONCE figure set by the Board of Directors over three

years is the determining performance indicator. The RONCE figures for the years 2021 and 2022 remain the determining metric
for the planning period from 2020 to 2022, rather than the three new performance indicators.

2 Attainment of the Executive Committee’s individual quantitative targets can fall anywhere within a bandwidth of 0% to 200%.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportPurpose

Driver

Performance criterion

Period

Instrument

Fixed compensation

Attract, retain,
motivate

Function, market
comparability

–

Cash bonus

Pay for performance

Financial and indivi-
dual performance

Revenues, EBIT,
individual objectives

Long-term
incentive system

Occupational
benefits

Align with shareholder
interests, pay for
performance

Function

Revenue growth,
EBIT margin, total
shareholder return
(TSR)

Protect against risks Market comparability

–

Ongoing

One year

3 years

Ongoing

Monthly cash
payments

Yearly cash
payment

Performance share
units (PSUs)

Retirement savings/
insurance plan

Fixed compensation

a)
For all members of the Executive Committee, the fixed compensation component comprises the
fixed base salary and a fixed company car allowance in keeping with the current expense regulati-
ons. Expense allowances are not included, as these are not considered compensation. The fixed
salary component and the cash bonus for 100% target attainment form what is known as the target
salary. The target salary is determined on the basis of the following factors:
– the tasks and responsibilities of the individual functions;
– the standard market compensation rate for the function in question (external benchmark);
– an internal peer comparison taking into account the proportionality of internal wage structures;
– the individual profile of the function holder, e. g. skills, experience, and performance;
– the company’s available financial resources.

Cash bonus

b)
The cash bonus depends on the financial performance of the company and the attainment of the
individually agreed objectives in the year under assessment. The target amount (target bonus) may
not exceed 50% of the annual fixed base salary for the CEO and all other members of the Executive
Committee. The cash bonus is paid out in April of the following year.

CEO and CFO
The cash bonus payable to the CEO and CFO is calculated as follows: 75% on the basis of the
financial performance of the Komax Group (Group revenues 25% and Group EBIT 50%) and 25%
on the basis of individual performance. The Board of Directors determines the performance achie-
vement level and the amount of the cash bonus payable to the CEO annually on the recommenda-
tion of the Remuneration Committee. Taking this as a basis, the Remuneration Committee then
defines the performance achievement level and the cash bonus of the CFO. If performance objec-
tives are not attained, the cash bonus may fall to zero. If all objectives are significantly exceeded,
the cash bonus may amount to a maximum of 175% of the target bonus, but no more than 100%
of annual fixed compensation.

Other members of the Executive Committee
The cash bonus payable to the other members of the Executive Committee is calculated as follows:
25% on the basis of the financial performance of the Komax Group (Group EBIT) and 75% on the
basis of individual performance. The performance achievement level and corresponding bonuses
are determined by the Remuneration Committee on the recommendation of the CEO. If performance
objectives are not attained, the cash bonus may fall to zero. If all objectives are significantly exceeded,
the cash bonus may amount to a maximum of 175% of the target bonus, but no more than 100%
of annual fixed compensation.

Financial and individual target attainment
The attainment of the financial targets set for the Komax Group is evaluated after the end of the
financial year. It may fall anywhere within a bandwidth of 0% to 200%.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportThe individual performance component of the individual members of the Executive Committee is
based on the attainment of personal objectives agreed as part of the annual performance manage-
ment process. These objectives may be both quantitative (financial) and qualitative (above all stra-
tegic) in nature. Strategic objectives may encompass, for example, the opening-up of new markets,
the development of new products, the further development of a center of competence, the impro-
vement of the Komax Group’s reputation, and the management of key projects or management
objectives. Attainment of individual objectives is evaluated after the end of the financial year and
may fluctuate within a range of 0% to 100%.

In order to avoid the Komax Group suffering any competitive disadvantages, the Board of
Directors has resolved not to disclose the financial and individual objectives in detail. Any detailed
communication of these objectives would allow competitors to acquire in-depth insight into the
Komax Group’s strategy, which could in turn jeopardize implementation of this strategy. The annu-
ally defined objectives are generally very ambitious, and are designed to help the Komax Group
achieve its mid-term financial targets.

Long-term incentive system

c)
To ensure that the interests of the Executive Committee are aligned with long-term shareholder in-
terests, the Komax Group has a long-term incentive system linked to the company’s financial per-
formance. This plan comprises performance share units (PSUs) with a three-year vesting period
that are dependent on the attainment of performance targets over a period of three years and the
continuation of the employment relationship. The performance targets are broad-based and en-
compass three equal performance criteria: revenue growth, EBIT margin, and total shareholder
return (TSR). For the purpose of calculating the TSR performance factor, the deviation of the TSR
of the Komax Group from the mean TSR of a peer group is relevant. The peer group is made up of
twelve internationally active Swiss industrial companies listed on the SIX Swiss Exchange and in-
cluded in the SPI Extra. They are machinery companies and/or suppliers to the automotive industry.
Performance targets and share price development are key to the calculation of the payout
factor of the allocated performance share units (PSUs), and take into account the nature and vola-
tility of the Komax Group’s business in the relevant reporting period even in the elements of the
compensation that are aligned with long-term development. The company’s clear pay-for-perfor-
mance philosophy is thus consistently implemented.

Under the plans initiated prior to the 2021 financial year, the average RONCE figure set by the
Board of Directors over three years is the determining performance indicator. Accordingly, the
RONCE figures for the planning period from 2020 to 2022 remain the determining metric for the
years 2021 and 2022, rather than the three performance indicators newly introduced in 2021.

The Board of Directors determines the allocation amounts in CHF, taking account of the import-

ance of the function and its impact on corporate results.

Calculation of PSU allocation
The number of PSUs allocated is calculated by dividing a fixed CHF amount by the average closing
share price during the 60 days preceding the start of the vesting period. The allocation may amount
to a maximum of 662/3% of the fixed base salary. The effective payment at the end of the three-year
vesting period is made in shares and is dependent on the performance factor, which in turn is ba-
sed on achievement of the targets for revenue growth, EBIT margin, and total shareholder return
set by the Board of Directors. Each of these values has a weighting of 1/3. The overall performance
factor is calculated based on the sum of the performance factors for the three individual years, with
each year weighted 1/3. The payout factor may range from 0% to 150%. The actual value of the all-
ocation at the end of the vesting period therefore depends on the payout factor and the develop-
ment of the share price over the course of the vesting period.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportShares are definitively issued according to the following vesting rules:
– Performance factor below threshold value: 0% of PSUs are converted into shares (forfeiture

rate of 100%);

– Performance factor on target: 100% of PSUs are converted into shares;
– Performance factor at maximum performance level: 150% of PSUs are converted into shares

(cap).

The payout factor between the threshold value, the target level, and the cap is obtained by linear
interpolation.

Number of shares allocated
at time of vesting

Number of PSUs originally gran-
ted to the individual in question

Payout factor
(0–150%)

Duration of plan

Plan period (2022–2024)

2022 plan year

2023 plan year

2024 plan year

Sum of performance factors (revenue growth, EBIT margin, TSR) for the three individual years

1 January 2022
Allocation of PSUs

31 December 2024
End of the vesting period
(payout factor between 0% and 150%)

In the event of any termination of employment, pro rata vesting applies at the ordinary vesting date.
The calculation is based on the number of whole months that have elapsed within the vesting
period until the departure date. Dismissals for cause are excluded from this; in such cases, all un-
vested PSUs are immediately forfeited and become worthless. In the event of a change in control,
accelerated pro rata vesting applies. The calculation is based on the number of whole months that
have elapsed by the date of change in control. This date is determined at the discretion of the Board
of Directors.

The Remuneration Committee reviews the variable compensation system regularly in order to

align compensation with the implementation of the corporate strategy as closely as possible.

Occupational benefits

d)
Members of the Executive Committee are insured under Komax Group’s ordinary pension scheme
in Switzerland. The amount insured is the annual fixed compensation multiplied by a factor of 1.2
in order to additionally insure at least a proportion of the variable compensation. Contributions are
graduated by age, and are shared equally between the insured person and the employer. The be-
nefits of the plan go beyond the statutory requirements of the Swiss Federal Law on Occupational
Retirement, Survivors’ and Disability Pension Plans, and are in line with the market practice of other
industrial companies in Switzerland.

Other provisions in employment contracts

e)
The employment contracts of members of the Executive Committee are concluded for an indefini-
te period and stipulate a maximum notice period of twelve months. They do not contain any sever-
ance agreement or change of control provisions.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report8

COMPENSATION AND SHAREHOLDINGS
OF THE BOARD OF DIRECTORS IN 2022

Section 8.1 of the Compensation Report was audited by the company’s external auditor.

8.1 COMPENSATION
In 2022, the seven members of the Board of Directors received total compensation of CHF 985 961
(2021: CHF 954 309), of which CHF 737 500 was paid out in cash (2021: CHF 707 500), CHF 190 000
in the form of restricted shares (2021: CHF 190 000), and CHF 58 461 as social benefit contributions
(2021: CHF 56 809). Contributions to pension plans amounted to CHF 0 (2021: CHF 0). Total com-
pensation was therefore in line with the maximum amount of CHF 1.1 million approved for the 2022
financial year at the 2021 Annual General Meeting. This was possible despite the election of an ad-
ditional member of the Board of Directors in the person of Jürg Werner at the 2022 Annual General
Meeting.

Basic annual fee ¹

Allocation of
restricted shares ²

Social benefits ³

Total
compensation
2022

Total
compensation
2021

Chairman

Member

224 167

100 000

95 000

98 333

30 000

60 000

30 000

25 000

11 681

9 656

8 868

9 130

1 390

295 848

139 656

128 868

132 463

31 390

299 181

139 656

128 868

n. s.

954 309

in CHF

Beat Kälin

David Dean

Andreas Häberli

Kurt Haerri

Mariel Hoch

Roland Siegwart

Jürg Werner

Total Board of Directors

737 500

190 000

58 461

985 961

¹ Basic annual fee in cash (incl. expense allowance).
² Fixed amount in CHF, is divided by the share price as per allocation date (average closing price over the last 40 trading days prior to allocation) and rounded

up to the nearest number of full shares. The share price applied in 2022 was CHF 255.61.

³ Includes mandatory employer contributions to social insurance.

No compensation was paid to former members of the Board of Directors for the 2021 and 2022
financial years. Komax Group companies had not granted any guarantees, loans, advances, or
credits to members of the Board of Directors or parties closely linked to such persons as at 31 De-
cember 2022. No members of the Board of Directors or persons closely linked to them are or were
involved in Komax Group transactions outside their normal duties.

8.2 HOLDINGS OF SHARES AS AT 31 DECEMBER 2022
As at the end of 2021 and 2022, the members of the Board of Directors had the following holdings
of shares in the company:

Assets in units

Beat Kälin

David Dean

Andreas Häberli

Kurt Haerri

Mariel Hoch

Roland Siegwart

Jürg Werner1

Chairman

Member

Total Board of Directors

1 Member of the Board of Directors since 30 August 2022.

31.12.2022

10 802

1 543

534

3 333

346

2 474

19 032

31.12.2021

10 567

1 426

436

3 235

248

2 376

n. s.

18 288

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report9

COMPENSATION AND SHAREHOLDINGS
OF THE EXECUTIVE COMMITTEE IN 2022

Sections 9.1 and 9.3 of the Compensation Report were audited by the company’s external auditor.

9.1 COMPENSATION AT GRANT VALUE
In 2022, the five members of the Executive Committee received total compensation of CHF 3 696 071
(2021: CHF 3 961 276). Of this amount, CHF 1 643 860 was paid as fixed compensation (2021: CHF
1 886 196), CHF 1 109 161 as cash bonuses (2021: CHF 1 134 228), CHF 630 000 was granted as
performance share units (2021: CHF 596 667), and CHF 313 050 comprised social security and
pension fund contributions (2021: CHF 344 185). The Executive Committee consisted of five mem-
bers in the reporting year. Marcus Setterberg, who was responsible for testing activities, left the
company at the end of 2021. Matijas Meyer took over responsibility for Marcus Setterberg’s tasks
on an interim basis. This had an impact on the amounts of compensation. From 2023 onward, this
position will be filled by the incoming Oliver Blauenstein. The total compensation of the Executive
Committee was therefore lower in 2022 than in the previous year, and well below the maximum
total amount of CHF 5.2 million approved for the 2022 financial year at the 2021 Annual General
Meeting.

in CHF

Fixed
compensation 1

Cash bonus ²

PSU allocation
(plan period
2021–2024) ³

Social
benefits 4

Total
compensation
2022

Total
compensation
2021

Matijas Meyer5

CEO

509 950

433 125

250 000

89 520

1 282 595

1 243 715

Total other members of
the Executive Committee6

1 133 910

676 036

380 000

223 530

2 413 476

2 717 560

Total Executive Committee

1 643 860

1 109 161

630 000

313 050

3 696 071

3 961 276

¹ Expense allowances are not included in the fixed compensation as these are not considered compensation.
² Bonus for 2022, payment in April 2023.
³ Fixed amount in CHF, is divided by the share price as per allocation date (average closing price over the last 60 trading days prior to allocation) and rounded

up to the nearest number of full shares. The share price applied in 2022 was CHF 245.99.

4 Includes mandatory employer contributions to social insurance of CHF 72 225 as well as contributions to occupational benefits (BVG). This amount entitles

members of the Executive Committee to draw the maximum state-insured pension benefits in the future.

5 Highest compensated member of Executive Committee in 2022.
6 In 2022, the Executive Committee consisted of the CEO and only four other members, which affected the level of compensation.

Pay-for-performance approach taking the example of the CEO in a five-year comparison1
Revenues/EBIT in CHF million

Total compensation of CEO in CHF million

800

600

400

200

2022

2021

2020

2019

2018

Revenues
EBIT

Total compensation of CEO

A five-year comparison of the entire Executive Committee would not be expedient, as the number of Executive Committee
members fluctuated between two and six over the observation period.

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

9.2 NOTES ON COMPENSATION
2022 was an intensive and successful year for the Komax Group. Order intake, revenues, and EBIT
increased substantially. The Komax Group dealt with challenges such as the ongoing difficulties
with the supply chain, the still tangible effects of the coronavirus pandemic, inflation, and the events
in Ukraine. On top of this came the combination with the Schleuniger Group, which was completed
in the second half of the year. Overall, these factors influenced business development positively,
and – together with the levels of individual performance – had repercussions on the variable com-
pensation of the Executive Committee. In 2022, management began to analyze the changed situ-
ation and define new targets for the Komax Group along with the related strategy.

Relation of variable to fixed compensation
In 2022, the CEO’s cash bonus amounted to 85% of fixed compensation (2021: 88%). This payout
level is due to the development of revenues and EBIT and the attainment of individual objectives.
For the other members of the Executive Committee, the cash bonus amounted to 60% of fixed
compensation (2021: 50%). The PSUs granted to the CEO in the year under review corresponded
to 49% of the annual fixed compensation (2021: 44%) and 34% for the other members of the Exe-
cutive Committee (2021: 27%). The cash bonus and PSU allocation are in line with the provisions
of the company’s Articles of Association, which allow for a maximum level of 100% of the annual
fixed base salary for each element of variable compensation.

The overall variable compensation of the CEO in 2022 amounted to 134% of the annual fixed
compensation (2021: 132%) and that of the other members of the Executive Committee to 93%
(2021: 77%). Further details on the participation plans can be found in the notes to the consolidated
financial statements, on pages 135 to 137.

Former members of the Executive Committee
Variable compensation was paid to Marcus Setterberg in 2022 for the 2021 financial year. No com-
pensation was paid to former members of the Executive Committee in the 2022 reporting period.
Komax Group companies had not granted any guarantees, loans, advances, or credits to members
of the Executive Committee or parties closely linked to such persons as at 31 December 2022. No
members of the Executive Committee or persons closely linked to them are or were involved in
Komax Group transactions outside their normal duties.

9.3 REALIZED COMPENSATION

Performance share units
The annually allocated performance share units (PSUs) are paid out to the members of the Execu-
tive Committee in the form of shares after a three-year vesting period. In 2022, this payout took
place for the period 2019–2021. The members of the Executive Committee received shares with a
total value of CHF 147 974 (allocation amount on 1 January 2019: CHF 406 000, relevant share price:
CHF 265.51). In 2021, shares with a total value of CHF 155 560 were remunerated.

The 2019–2021 allocation plan had a performance factor of 40.1%, made up of the average
RONCE figure over three years. Over the plan period of 2019 to 2021, the Komax share price
declined from CHF 265.51 to CHF 241.00. The loss in value, determined from the share price develop-
ment and performance factor, therefore amounted to 63.6%.

100

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportPerformance share units in a three-year comparison

Price at point of
allocation in CHF

Price at point of
conversion in CHF

Performance factor

2017–2019

2018–2020

2019–2021

241.98

295.00

265.51

163.40

230.80

241.00

60.0%

47.8%

40.1%

Value development
of allocated share
packages

–59.5%

–62.6%

–63.6%

Total compensation
The total compensation figure for 2022 of CHF 3 214 045 (2021: CHF 3 520 169) is significantly
below the maximum amount of CHF 5 200 000 approved at the 2021 Annual General Meeting (2021:
CHF 4 150 000).

in CHF

Fixed
compensation 1

Cash bonus ²

PSU allocation
(plan period
2019–2021)

Social
benefits ³

Total
compensation
2022

Total
compensation
2021

Matijas Meyer4

CEO

509 950

433 125

72 782

89 520

1 105 377

1 091 109

Total other members of
the Executive Committee5

1 133 910

676 036

75 192

223 530

2 108 668

2 429 060

Total Executive Committee

1 643 860

1 109 161

147 974

313 050

3 214 045

3 520 169

¹ Expense allowances are not included in the fixed compensation as these are not considered compensation.
² Bonus for 2022, payment in April 2023.
³ Includes mandatory employer contributions to social insurance of CHF 72 225 as well as contributions to occupational benefits (BVG). This amount entitles

members of the Executive Committee to draw the maximum state-insured pension benefits in the future.

4 Highest compensated member of Executive Committee in 2022.
5

In 2022, the Executive Committee consisted of the CEO and only four other members, which affected the level of compensation.

9.4 HOLDINGS OF SHARES AS AT 31 DECEMBER 2022
As at the end of 2021 and 2022, the members of the Executive Committee had the following holdings
of shares in the company:

Assets in units

Matijas Meyer

Andreas Wolfisberg

Jürgen Hohnhaus

Tobias Rölz

Marc Schürmann

CEO

CFO

Executive Vice President

Marcus Setterberg1

Executive Vice President

Total Executive Committee

1 Member of the Executive Committee until 31 December 2021.

31.12.2022

31.12.2021

4 991

939

113

537

n. s.

6 580

4 689

803

416

353

6 319

101

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportReport of the statutory auditor to the General Meeting of Komax Holding AG, Dierikon.

REPORT ON THE AUDIT OF THE
COMPENSATION REPORT

Opinion
We have audited the compensation report of Komax Holding AG (the Company) for the year ended
31 December 2022. The audit was limited to the information on compensation, loans, and advances
pursuant to Art. 14 to 16 of the Ordinance against Excessive Remuneration in Listed Companies
Limited by Shares (Ordinance) in the sections marked “audited” on pages 98 to 101 of the com-
pensation report.

In our opinion, the information on compensation, loans, and advances in the compensation

report (pages 98 to 101) complies with Swiss law and articles 14 to 16 of the Ordinance.

Basis for opinion
We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH).
Our responsibilities under those provisions and standards are further described in the “Auditor’s
responsibilities for the audit of the compensation report” section of our report. We are independent
of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss
audit profession, and we have fulfilled our other ethical responsibilities in accordance with these
requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Other information
The Board of Directors is responsible for the other information. The other information comprises
the information included in the annual report, but does not include the tables marked “audited” in
the compensation report, the consolidated financial statements, the financial statements, and our
auditor’s reports thereon.

Our opinion on the compensation report does not cover the other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the compensation report, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the audited financial information in the compensation report or our knowledge obtained in the
audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.

Board of Directors’ responsibilities for the compensation report
The Board of Directors is responsible for the preparation of a compensation report in accordance
with the provisions of Swiss law and the company’s articles of incorporation, and for such internal
control as the Board of Directors determines is necessary to enable the preparation of a compen-
sation report that is free from material misstatement, whether due to fraud or error. The Board of
Directors is also responsible for designing the compensation system and defining individual com-
pensation packages.

102

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportAuditor’s responsibilities for the audit of the compensation report
Our objectives are to obtain reasonable assurance about whether the information on compensa-
tion loans and advances pursuant to articles 14 to 16 of the Ordinance is free from material miss-
tatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of this compensation report.

As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment

and maintain professional scepticism throughout the audit. We also:

– Identify and assess the risks of material misstatement in the compensation report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain au-
dit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.

– Obtain an understanding of internal control relevant to the audit in order to design audit proce-
dures that are appropriate in the circumstances, but not for the purpose of expressing an opi-
nion on the effectiveness of the Company’s internal control.

– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made.

We communicate with the Board of Directors or its relevant committee regarding, among other
matters, the planned scope and timing of the audit and significant audit findings, including any sig-
nificant deficiencies in internal control that we identify during our audit.

We also provide the Board of Directors or its relevant committee with a statement that we have
complied with relevant ethical requirements regarding independence, and communicate with them
all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats, or safeguards applied.

PricewaterhouseCoopers AG

Thomas Brüderlin
Licensed audit expert
Auditor in charge

Basel, 13 March 2023

Korbinian Petzi
Licensed audit expert

103

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

Consolidated financial statements

Consolidated income statement
Consolidated balance sheet
Consolidated statement of shareholders’ equity
Consolidated cash flow statement
Notes on the consolidated financial statements

General information
Performance
Operating assets and liabilities
Capital and financial risk management
Group structure
Other information
Report on the audit of the consolidated financial statements

Financial statements of Komax Holding AG

Balance sheet of Komax Holding AG
Income statement of Komax Holding AG
Notes on the 2022 financial statements of Komax Holding AG
Proposal for the appropriation of profit
Report on the audit of the financial statements

Five-year overview

105

105
106
107
108
109
109
111
118
126
130
134
140

145

145
146
147
151
152

157

104

Komax Group Annual Report 2022

ESG BerichtContent OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFINANCIAL REPORTCONSOLIDATED INCOME STATEMENT

in TCHF

Net sales

Other operating income

Revenues

Change in inventory of unfinished and finished goods

Cost of materials

Gross profit

Personnel expenses

Depreciation on property, plant, and equipment

Depreciation on intangible assets

Other operating expenses

Operating profit (EBIT)

Financial result

Group earnings before taxes (EBT)

Income taxes

Group earnings after taxes (EAT)

Of which attributable to:

– Shareholders of Komax Holding AG

– Non-controlling interest

Basic earnings per share (in CHF)

Diluted earnings per share (in CHF)

Notes

2022

2021

599 170

7 162

415 921

5 146

606 332

100.0

421 067

100.0

36 204

–269 676

19 416

–174 576

372 860

61.5

265 907

63.2

–209 268

–12 454

–4 753

–74 653

–157 998

–11 593

–3 956

–47 566

71 732

11.8

44 794

10.6

10.7

8.5

–6 892

64 840

–13 067

51 773

12.11

12.06

9.1

7.2

–6 577

38 217

–7 842

30 375

7.90

7.87

1.2

1.3

2.4

2.5

1.3

1.4

1.5

1.6

105

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportCONSOLIDATED BALANCE SHEET

Notes

31.12.2022

31.12.2021

in TCHF

Assets

Cash and cash equivalents

Securities

Trade receivables

Other receivables

Inventories

Accrued income and prepaid expenses

Assets held for sale

Total current assets

Property, plant, and equipment

Intangible assets

Deferred tax assets

Other non-current receivables

Total non-current assets

Total assets

Liabilities

Current financial liabilities

Trade payables

Other payables

Current provisions

Accrued expenses and deferred income

Total current liabilities

Non-current financial liabilities

Other non-current liabilities

Deferred tax liabilities

Total non-current liabilities

Total liabilities

Share capital

Capital surplus

Treasury shares

Retained earnings

2.1

2.2

2.3

2.4

2.5

1.5

2.6

3.1

2.7

3.1

1.5

3.2

82 735

182 752

25 899

204 743

10 055

16 686

50 671

108 955

18 919

112 093

5 676

17 568

522 882

66.7

313 895

61.0

218 696

19 760

20 612

1 556

175 502

13 891

10 989

614

260 624

33.3

200 996

39.0

783 506

100.0

514 891

100.0

12 382

35 017

82 442

5 207

46 413

7 478

22 394

43 294

2 657

25 882

181 461

23.1

101 705

19.8

23.7

46.8

175 877

2 117

7 462

185 456

366 917

513

348 591

–1 015

68 500

141 597

1 363

5 322

148 282

249 987

385

22 113

–1 888

244 294

264 904

28.8

48.6

51.4

Equity attributable to shareholders of Komax Holding AG

416 589

53.2

Total liabilities and shareholders’ equity

783 506

100.0

514 891

100.0

106

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportCONSOLIDATED STATEMENT OF
SHAREHOLDERS’ EQUITY

in TCHF

Notes

Share
capital

Premium

Treasury
shares

Goodwill
offset

Currency
differences

Other
retained
earnings

Total
retained
earnings

Sharehol-
ders’ equity
of Komax
Holding AG

Balance as at
1 January 2021

Group earnings after taxes

Purchase of treasury shares

3.2

Share-based payments

Currency translation
differences recorded in
the reporting period

Balance as at
31 December 2021

Balance as at
1 January 2022

Group earnings after taxes

Capital increase

Dividend paid

Share-based payments

Goodwill offset with
shareholders’ equity

Currency translation
differences recorded in
the reporting period

Balance as at
31 December 2022

385

22 113

–1 106

–90 619

–17 036

322 749

215 094

236 486

–1 499

717

30 375

1 299

30 375

–1 499

2 016

385

22 113

–1 888

–90 619

–19 510

354 423

244 294

264 904

–2 474

385

22 113

–1 888

–90 619

–19 510

354 423

244 294

264 904

128

326 478

873

51 773

–17 303

1 086

51 773

326 606

–17 303

1 959

4.2

–200 027

513

348 591

–1 015

–290 646

–30 833

389 979

68 500

416 589

–11 323

107

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

CONSOLIDATED CASH FLOW STATEMENT

Notes

2022

2021

51 773

30 375

1.5

2.4

2.5

1.4

2.4

2.5

4.2

3.2

13 067

12 454

4 753

1 959

6 892

1 341

–6 484

–7 097

–431

–35 607

–24 776

1 398

19 706

39 010

–8 836

414

–4 245

–9 280

559

–21 388

7 842

11 593

3 956

674

2 016

6 577

630

–7 718

–4 147

–19

–23 551

–24 380

9 175

19 983

33 006

–34 854

463

–3 208

–930

–38 498

17 622

–5 492

–15 510

5 000

45 000

–17 303

17 187

–2 745

32 064

50 671

82 735

–21

–3 099

685

7 800

–1 499

3 866

461

–1 165

51 836

50 671

in TCHF

Cash flow from operating activities

Group earnings after taxes

Adjustment for non-cash items

− Taxes

− Depreciation and impairment of property, plant, and equipment

− Depreciation and impairment of intangible assets

− Profit (–) / loss (+) from sale of non-current assets

− Expense for share-based payments

− Net financial result

Interest received and other financial income

Interest paid and other financial expenses

Taxes paid

Increase (+) / decrease (–) in provisions

Increase (–) / decrease (+) in trade receivables

Increase (–) / decrease (+) in inventories

Increase (+) / decrease (–) in trade payables

Increase (–) / decrease (+) in other net current assets

Total cash flow from operating activities

Cash flow from investing activities

Investments in property, plant, and equipment

Sale of property, plant, and equipment

Investments in intangible assets

Sale of intangible assets

Investments in Group companies and participations1

Sale of associated companies

Total cash flow from investing activities

Free cash flow2

Cash flow from financing activities

Payments for current financial liabilities

Payments for non-current financial liabilities

Proceeds from current financial liabilities

Proceeds from non-current financial liabilities

Dividend paid

Purchase of treasury shares

Total cash flow from financing activities

Effect of currency translations on cash and cash equivalents

Increase (+) / decrease (–) in funds

Cash and cash equivalents at 1 January

Cash and cash equivalents at 31 December

1 Less cash and cash equivalents acquired.
2 No Swiss GAAP FER defined key figure, see note 5.5.

108

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportNOTES ON THE CONSOLIDATED
FINANCIAL STATEMENTS

GENERAL INFORMATION
Headquartered in Dierikon, Switzerland, Komax Holding AG (parent company), together with its
subsidiary companies (the Komax Group), is a pioneer and market leader in the field of automated
wire processing, providing customers with innovative, future-oriented solutions in any situation that
calls for precise contact connections.

These consolidated financial statements were adopted by the Board of Directors of Komax
Holding AG on 9 March 2023 and released for publication. Their approval by the Annual General
Meeting, scheduled for 12 April 2023, is pending.

Accounting policies
The consolidated financial statements of the Komax Group are based on the individual financial
statements of the Group companies, compiled in accordance with uniform standards, as at 31 De-
cember 2022. The consolidated financial statements have been drawn up in accordance with the
entire existing guidelines of Swiss GAAP FER (Swiss Accounting and Reporting Recommendations).
Furthermore, the provisions of Swiss company law have been complied with. The consolidated
financial statements are based on the principle of historic acquisition cost (with the exception of
securities and derivative financial instruments, which are recorded at their fair values), and have
been drawn up under the “going concern” assumption.

The accounting and valuation principles relevant to an understanding of the annual financial

statements are described in the relevant explanatory notes.

Key recognition and measurement assumptions

Preparation of the consolidated financial statements requires the Board of Directors and Group Management
to make estimates and assumptions, whereby such estimates and assumptions have an effect on the accoun-
ting principles applied and are reflected in the amounts stated under assets, liabilities, income, expenses, and
related disclosures. Their estimates and assumptions are based on past experience and on various other fac-
tors deemed applicable in the current situation. These form the basis for reporting those assets and liabilities
that cannot be measured directly from other sources. The actual values may differ from these estimates. The
following material estimates are included in the consolidated financial statements:

Recognition of revenue according to the POC method

Current and deferred income taxes

Impairment of property, plant, and equipment

Impairment of intangible assets and goodwill

Contingent consideration

Provisions

Page

112

116

120

124

125

109

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

Key events of the reporting period
Three factors played a key role in shaping the 2022 financial year and fueling a significant increase
in order intake and revenues: the combination of Komax and Schleuniger at the end of August, the
war in Ukraine, and the pronounced trend toward a higher level of automation in wire processing.
Business developed well in all regions in 2022.

The Komax Group set new records for order intake, revenues, and the operating profit (EBIT) in
2022: The order intake was 40.6% up on the previous year and amounted to CHF 678.1 million
(2021: CHF 482.4 million). Revenues also recorded a sharp rise, coming in at CHF 606.3 million
(2021: CHF 421.1 million), which equates to a year-on-year rise of 44.0%. The operating profit (EBIT)
stood at CHF 71.7 million (2021: CHF 44.8 million).

Thanks to the agreement of a new syndicated loan facility, the Komax Group has secured
long-term freedom of financial maneuver. The new agreement, which has a term of just over five
years (December 2022 to January 2028), increases the credit line from CHF 187 million to CHF 250
million, with the option of adding a further CHF 60 million. The rate of interest is linked to an ESG
factor. In other words, the Komax Group has agreed a bonus/malus system based on the
company’s ESG rating with the syndicate of six banks (lead bank: Zürcher Kantonalbank).

In the first half of 2022, the Komax Group acquired the testing systems production business of
its Indian customer Dhoot Transmission Pvt. Ltd. by means of an asset deal in connection with the
founding of Komax Testing India Pvt. Ltd.

The Schleuniger Group has been part of the Komax Group since 30 August 2022. This was
effected through a quasi-merger, which involved 1 283 333 newly issued registered shares of Komax
Holding AG being allocated to Metall Zug AG in exchange for 100% of the Schleuniger shares. The
new shares have been listed on SIX Swiss Exchange since 31 August 2022. Metall Zug AG, the
former owner of Schleuniger AG, now holds a 25% stake in Komax Holding AG as a long-term
anchor shareholder.

Events after the balance sheet date
The Komax Group sold the building at its production site in Rotkreuz at the end of January 2023.
As it requires the production space until the production and office building acquired in 2021 at the
headquarters in Dierikon is completely ready for occupation, it has leased back the building until
the end of 2024.

The Komax Group acquired the company WUSTEC at the beginning of 2023. The company has
been providing its customers with services in automated wire prefabrication for over 20 years.
WUSTEC is headquartered in Germany’s Black Forest region, has 30 employees and is currently
building a digital platform that enables the procurement of prefabricated wire sets.

No other significant events occurred between the balance sheet date and the approval of the
consolidated financial statements by the Board of Directors on 9 March 2023 which might adver-
sely affect the information content of the 2022 consolidated financial statements or which would
require disclosure.

110

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportPERFORMANCE

1
In this section, we provide details of the 2022 result of the Komax Group. In addition to earnings
per share, we also provide details of revenues, expenses, the financial result, and taxes.

The operating profit (EBIT) of the Komax Group increased from CHF 44.8 million in 2021 to
CHF 71.7 million in 2022. The chart below illustrates the year-on-year change between the current
reporting period and the prior year.

107.0

–51.3

–1.7

–27.1

71.7

in CHF million

160

120

44.8

EBIT 2021

Gross
profit

Personnel
expenses

Depreciation

Operating
expenses

EBIT 2022

1.1 Segment information
The Komax Group is a global technology company that focuses on markets in the automation
sector. As a manufacturer of innovative and high-quality solutions for the wire processing industry,
the Komax Group helps its customers implement economical and safe manufacturing processes,
especially in the automotive supply sector. All Group companies are active in wire processing, have
a uniform customer base, and are centrally managed. The Board of Directors and the Group
Executive Committee, which make the key strategic and operating decisions, manage the Komax
Group primarily on the basis of the financial statements of the individual companies, the manage-
ment information system, and the consolidated financial statements. Due to the commercial simi-
larity and interconnections between the Group companies, the Komax Group presents its business
in amalgamated form as a single segment, in accordance with Swiss GAAP FER 31.

111

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report

1.2 Revenues

Revenues by region

a)
The percentage breakdown of revenues by region is as follows:

2022

13.7%

Africa

2021

14.4%

Africa

42.5%

Europe

40.5%

Europe

21.8%

North and
South America

21.6%

North and
South America

22.0%

Asia/Pacific

23.5%

Asia/Pacific

Construction contracts

b)
In the current reporting period, revenues of CHF 6.3 million (2021: CHF 7.4 million) were recorded
from long-term construction contracts on the basis of the POC method.

Other operating income

in TCHF

Own work capitalized

Government grants

Gains from the disposal of non-current assets

Other income

Total other operating income

2022

2 811

1 215

218

2 918

7 162

2021

1 799

855

356

2 136

5 146

In the current period, revenues from the rental of operational buildings of CHF 0.8 million (2021:
CHF 0.7 million) were recognized in other income. There were no revenues from the rental of per-
sonnel in the current period (2021: CHF 0.6 million).

Key recognition and measurement assumptions

Automated assembly and production contracts are measured according to the POC method, provided the
assessment meets the requirements of Swiss GAAP FER 22 “Long-term contracts.” Although projects are
assessed monthly and in good faith in accordance with comprehensive project management guidelines,
subsequent corrections may be required. These corrections are made in the following period and may have a
positive or negative impact on revenue in this period.

112

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report
RECOGNITION AND MEASUREMENT

Revenue recognition The Komax Group’s consolidated income statement is compiled using the nature

of expense method. Net sales comprise the fair value of considerations received or
receivable for the sale of goods and services in the course of ordinary business ac-
tivities after deducting VAT, returns, discounts, and price reductions, and eliminating
intragroup sales. Revenues are recognized as described below. For any interme-
diated transactions, only the value of services provided by Komax itself is reported.
Transactions with a number of individually identifiable component parts are recorded
and valued separately.

Sale of goods

Revenue from the sale of goods is recognized when risk and rewards of ownership
have been transferred to the buyer. All expenses connected with sales are recogni-
zed on an accrual basis.

Sale of services

Revenue from the sale of services is recognized in accordance with progress on the
service according to the ratio of completed to still outstanding services to be perfor-
med during the financial year in which the services are rendered.

Manufacturing
contracts

Manufacturing contracts in the automated assembly and production business units,
involving the customer-specific manufacture of systems, are valued according to the
percentage of completion method (POC) in accordance with Swiss GAAP FER 22.
On the balance sheet, these are reported either under “Trade receivables” or “Other
payables,” depending on the degree to which they are underfinanced or overfinan-
ced. The percentage of completion is calculated according to the “cost-to-cost
method” (costs incurred in relation to the overall estimated costs of the contract).
Anticipated project losses are recognized in full in the income statement. Any costs
of debt capital are capitalized provided debt capital is raised for the purpose of
financing the project and its costs can be directly attributed to a manufacturing
contract.

Government grants Government grants are recognized if it is likely that the payments will be received
and the Komax Group can fulfil the conditions attached to such subsidies. These
are recognized in “Other operating income” regardless of when payment is received
and on a pro rata basis in the period in which the associated costs are incurred, and
charged to the income statement as an expense. Grants in the form of short-time
working compensation are offset against personnel expenses. Grants relating to an
asset are deducted from the carrying amount.

113

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report1.3 Expenses

Personnel expenses

in TCHF

Wages and salaries

Share-based payments settled with equity instruments

Share-based payments settled in cash

Social security and pension contributions

Other personnel costs (in particular training and development)

Total personnel expenses

2022

2021

–166 650

–125 703

–1 999

–761

–30 796

–9 062

–2 140

–635

–24 989

–4 531

–209 268

–157 998

Personnel expenses do not include compensation from short-time working (2021: CHF 3.9 million).

Other operating expenses

in TCHF

2022

2021

Expenditure on operating equipment and energy

Rental expenses

Repair and maintenance expenses

Third-party services for development expenses

Representation and marketing expenses

Legal and consultancy expenses

Shipping and packaging expenses

Expenditure on administration and sales

Insurance

Expenses from the liquidation of fixed assets

Other expenditure

–4 064

–3 943

–21 121

–9 517

–13 584

–6 605

–9 976

–3 754

–1 904

–281

–2 875

–2 698

–13 710

–4 189

–6 225

–4 602

–7 263

–2 600

–1 497

–1 031

–876

Total other operating expenses

–74 653

–47 566

Leases with the
Komax Group
as lessee

Only in exceptional cases does the Komax Group act as a lessee in financial lea-
se agreements. A financial lease arises when the lessor transfers virtually all the
risks and benefits associated with ownership of the leasing object to the lessee.
At the beginning of the contract term, the object in question is recorded on the
balance sheet as both an investment asset and a liability at its fair value or (if
lower) at the net cash value of future leasing payments. Every lease installment is
broken down into financing costs on the one hand and repayment of the residual
debt on the other, so the interest rate remains constant for the residual liability.
Financing costs are booked directly to the income statement as an expense. Ca-
pitalized leasing objects are depreciated over their estimated economically useful
life, or (if lower) over the contractual period in question.

An operating lease agreement arises when a substantial proportion of the
risks associated with ownership remains with the lessor. Payments for operating
leasing agreements are booked to the income statement as an expense in a
linear way for the entire duration of the agreement.

114

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report1.4 Financial result

in TCHF

Interest result (net)

Exchange rate translation differences (net)

Result from associated companies

Total financial result

1.5 Taxes

Income taxes

in TCHF

Current income taxes

Deferred tax income (+) / tax expenses (–)

Total income taxes

Analysis of the tax rate

2022

2021

–3 106

–3 893

107

–6 892

–4 138

–2 439

–6 577

2022

2021

–11 487

–1 580

–13 067

–8 302

460

–7 842

in TCHF

2022

2021

Group earnings before taxes (EBT)

Expected tax expenses

Impact of non-capitalized tax-loss carry forwards

Utilization of non-capitalized tax-loss carry forwards

Effect of changes in tax rate

Tax credits / charges from prior years

Effect of non-deductible expenses

Effect of non-taxable income

Non-reclaimable withholding taxes

Others

64 840

–13 598

–2 231

2 325

167

123

–1 533

2 207

–428

–99

21.0

3.4

–3.6

–0.3

–0.2

2.4

–3.4

0.7

0.2

38 217

–6 106

–2 209

1 699

–48

–152

–386

340

–1 097

117

16.0

5.8

–4.5

0.1

0.4

1.0

–0.9

2.9

–0.3

Effective tax expenses

–13 067

20.2

–7 842

20.5

As the Group operates internationally, its income taxes are dependent on a number of different tax
jurisdictions. The expected income tax rate is equivalent to the weighted average of tax rates of
those countries in which the Group is active. Due to the composition of the taxable income of the
Group, as well as changes in local tax rates, this Group tax rate varies from year to year.

The expected tax rate based on the ordinary result was 21.0% (2021: 16.0%).

115

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Reportb)

Deferred tax assets and liabilities

in TCHF

31.12.2022

31.12.2021

Property, plant, and equipment / intangible assets

Trade receivables and inventories1

Provisions

Other items

Total deferred tax assets (gross)

Offset against deferred tax liabilities

Balance sheet deferred tax assets

Property, plant, and equipment / intangible assets

Trade receivables and inventories

Provisions

Other items

Total deferred tax liabilities (gross)

Offset against deferred tax assets

Balance sheet deferred tax liabilities

Net deferred tax assets (+) / tax liabilities (–)

1 Including unrealized intragroup profit.

14 275

5 866

3 018

2 825

25 984

–5 372

20 612

8 135

3 434

1 077

188

12 834

–5 372

7 462

13 150

6 093

3 903

1 760

1 484

13 240

–2 251

10 989

3 832

2 388

762

591

7 573

–2 251

5 322

5 667

The non-capitalized and unused tax-loss carry forwards expire as follows:

in TCHF

Within 5 years

After more than
5 years

Total

Expiry of unutilized tax-loss carry forwards

31 December 2022

31 December 2021

7 857

10 222

71 897

57 540

79 754

67 762

This results in a deferred tax claim (not recognized in the balance sheet) for as yet unutilized tax-
loss carry forwards of CHF 18.3 million (31 December 2021: CHF 16.2 million) as well as CHF 3.5
million (31 December 2021: CHF 3.4 million) in non-recognized tax credits.

Key recognition and measurement assumptions

In determining the assets and liabilities from current and deferred income taxes, estimates must be made on
the basis of existing tax laws and ordinances. Numerous internal and external factors may have favorable
or unfavorable effects on the assets and liabilities from income taxes. These factors include changes in tax
laws and ordinances, as well as the way they are interpreted, in addition to changes in tax rates and the total
amount of taxable income for the particular location. Any changes may affect the assets and liabilities from
current and deferred income taxes carried in future reporting periods.

116

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportRECOGNITION AND MEASUREMENT

Deferred taxes

Deferred and future tax expenses are calculated on the basis of the comprehensive
liability method. This method is based on the tax rates and tax regulations applicable
on the balance sheet date or which have in essence been enacted and are expected to
apply at the time the deferred tax claim is realized or the deferred tax liability is settled.
Deferred and future taxes are calculated on the basis of the temporary differences in
value between the individual balance sheets and balance sheets for tax purposes. Such
differences primarily exist in the case of non-current assets, inventories, and some
provisions. Deferred tax assets are recognized in the amount corresponding to the
probability that the Group companies in question will generate sufficient future taxable
income to absorb the relevant positive differences in the tax assets.

Loss carry
forwards

Future tax savings from offsettable tax-loss carry forwards are not capitalized. The use
of these tax-loss carry forwards is recorded upon realization.

Temporary
differences on
investments in
subsidiaries
and associates

Deferred tax liabilities are provided on temporary differences arising on investments in
subsidiaries and associates, except where the timing of the reversal of the temporary
difference cannot be determined by the Group and it is consequently probable that the
temporary difference will not reverse in the foreseeable future.

1.6 Earnings per share (EPS)

in CHF

2022

2021

Group earnings (attributable to shareholders of Komax Holding AG)

51 773 064

30 374 689

Weighted average number of outstanding shares

Basic earnings per share

4 273 799

3 843 440

12.11

7.90

Group earnings (attributable to shareholders of Komax Holding AG)

51 773 064

30 374 689

Weighted average number of outstanding shares

Adjustment for dilution effect of share-based compensation plans

Weighted average number of outstanding shares for
calculating diluted earnings per share

Diluted earnings per share

4 273 799

3 843 440

19 080

13 858

4 292 879

3 857 298

12.06

7.87

RECOGNITION AND MEASUREMENT

Earnings per share Basic earnings per share are calculated by dividing the consolidated Group earnings
after taxes (EAT) by the average number of shares outstanding during the fiscal year,
excluding treasury shares. Diluted earnings per share are calculated by adding all option
rights and non-vested equity rights which would have had a dilutive effect to the ave-
rage number of shares outstanding.

117

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportOPERATING ASSETS AND LIABILITIES

2
In this section we describe the current and non-current operating assets and liabilities. Among
other things, this includes further details on receivables, inventories, tangible assets, and
intangible assets.

2.1 Current receivables

Trade receivables

in TCHF

Trade receivables

less provision for impairment

Accruals for construction contracts (POC)

less prepayments for construction contracts (POC)

Total

31.12.2022

31.12.2021

183 673

106 729

–2 124

5 283

–4 080

–267

5 835

–3 342

182 752

108 955

Overdue trade receivables that had not been written down amounted to CHF 60.1 million on
31 December 2022 (31 December 2021: CHF 26.2 million). Their maturity structure is set out in the
following table:

in TCHF

Number of days

As at 31 December 2022

As at 31 December 2021

1-30

27 199

13 408

31-60

11 353

5 704

61-90

9 275

2 331

91-120

2 746

1 710

>120

9 479

3 070

Total

60 052

26 223

Other receivables

b)
In addition to prepayments to suppliers of CHF 2.3 million (31 December 2021: CHF 0.6 million),
other receivables mainly comprise credits due from government organizations (tax authorities) and
bills receivable.

RECOGNITION AND MEASUREMENT

Current
receivables

Receivables are recorded at nominal value. Impaired receivables are value-adjusted
on an individual basis; no flat-rate value adjustments are calculated for the remaining
portfolio.

For manufacturing contracts of systems, the inventory includes all costs associated

with the systems as well as the production costs. The order costs comprise all costs
attributable to the contract from the date the order is received until the balance sheet
date. The order proceeds per manufacturing contract are recorded as at 31 December
according to the POC.

118

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report2.2

Inventories

in TCHF

Manufacturing components and spare parts

Semi-finished goods / work in process

Finished goods

Gross value inventories

less impairment

Inventories

RECOGNITION AND MEASUREMENT

31.12.2022

31.12.2021

123 138

47 141

53 770

224 049

61 270

21 498

41 363

124 131

–19 306

–12 038

204 743

112 093

Inventories

Inventories are valued at the lower of acquisition/production costs and net market value.
Acquisition/production costs encompass all direct and indirect expenses incurred in
bringing inventories to their current location or state (full costs). Discounts are treated
as acquisition price reductions. For all inventory components, the ascertainment of
value is undertaken for the most part in accordance with the FIFO method. The current
market price in the sales market in question is assumed when determining net market
value. Movement analyses are also carried out and items that do not move over a longer
period of time will be impaired.

2.3 Accrued income and prepaid expenses

in TCHF

Prepaid services

Prepayments for current taxes

Others

Total accrued income and prepaid expenses

31.12.2022

31.12.2021

3 450

773

5 832

10 055

2 230

668

2 778

5 676

119

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report2.4 Property, plant, and equipment

Undeveloped
property

Land

Buildings Machines and
equipment

Other tangible
fixed assets

Assets under
construction

Total proper-
ty, plant, and
equipment

in TCHF

Costs

As at 31 December 2020

1 444

16 598

176 245

56 826

13 846

984

265 943

Additions

Disposals

Reclassifications1

Currency differences

As at 31 December 2021

1 444

Additions

Disposals

Change in scope of
consolidation

Reclassifications1

Currency differences

As at 31 December 2022

1 444

Depreciation

As at 31 December 2020

Additions

Disposals

Reclassifications1

Currency differences

As at 31 December 2021

Additions

Disposals

Reclassifications1

Currency differences

As at 31 December 2022

Book values

As at 31 December 2020

As at 31 December 2021

As at 31 December 2022

15 216

–4 564

–130

27 120

4 779

–259

31 640

14 937

–188

–29 290

–1 646

160 058

464

–1 313

37 831

–2 378

194 671

1 497

–1 551

–119

–21

56 632

4 031

–823

4 631

1 282

–1 055

64 698

1 562

–1 068

–278

14 064

2 559

–949

1 018

294

–537

16 449

–51 754

–31 064

–10 145

–5 515

–4 458

–1 620

16 663

209

646

236

–217

844

164

–40 314

–34 857

–10 757

–6 194

1 259

828

338

–4 555

–1 705

575

641

813

330

–44 083

–38 142

–11 319

1 642

–496

–18

2 112

1 782

1 090

–1 585

–61

3 338

1 444

16 598

27 120

31 640

124 491

119 744

150 588

25 762

21 775

26 556

3 701

3 307

5 130

984

2 112

3 338

34 854

–2 807

–34 467

–2 093

261 430

8 836

–3 085

49 349

–4 290

312 240

–92 963

–11 593

1 573

16 899

156

–85 928

–12 454

2 647

882

1 309

–93 544

172 980

175 502

218 696

1 The reclassifications relate to the building in Rotkreuz. As the building was held for sale as at 31 December 2022, it was reclassified from fixed assets to

current assets with a book value of CHF 16.7 million (31 December 2021: CHF 17.6 million).

Key recognition and measurement assumptions

A test is performed at least once a year to determine whether there are any indications of impairment of
property, plant, and equipment. If there are indications of impairment, impairment tests are carried out for the
corresponding property, plant, and equipment. To determine whether impairment exists, estimates are made
of the expected future cash flows arising from use. Actual cash flows may differ from the discounted future
cash flows based on these estimates.

120

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportRECOGNITION AND MEASUREMENT

Property, plant, and equipment

Property, plant, and equipment are accounted for at historical
acquisition or production cost less accumulated depreciation.
Borrowing costs incurred during the construction phase through
the financing of assets under construction are part of the ac-
quisition cost if they are material. Depreciation is linear over the
expected service lifetime.

DEPRECIATION PERIOD

Asset category

Machinery

Tools

Measuring, testing, and
controlling devices

Operating installations

Warehouse installations

Vehicles

Office equipment

Information technology

Solar systems

Factory buildings

Office buildings

Land

Years

7–10

10–14

5–8

3–10

3–5

no depreciation

121

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report2.5

Intangible assets

a) Movements in the intangible assets

in TCHF

Costs

Software

Patents and
customer base

Software in im-
plementation

Total
intangible
assets

As at 31 December 2020

34 613

5 200

Additions

Disposals

Reclassifications

Currency differences

As at 31 December 2021

Additions

Disposals

Change in scope of consolidation

Reclassifications

Currency differences

As at 31 December 2022

Depreciation

1 120

–582

1 302

–265

36 188

2 689

–256

6 266

2 901

–462

47 326

5 239

5 252

As at 31 December 2020

–23 195

–4 517

2 835

2 088

–1 302

–47

3 574

1 556

364

–2 901

–76

2 517

42 648

3 208

–582

–273

45 001

4 245

–256

6 630

–525

55 095

–27 712

–3 956

410

148

–31 110

–4 753

218

310

–35 335

14 936

13 891

19 760

–3 724

410

164

–232

–16

–26 345

–4 765

–4 511

–242

218

310

–30 328

–5 007

11 418

9 843

16 998

683

474

245

2 835

3 574

2 517

Additions

Disposals

Currency differences

As at 31 December 2021

Additions

Disposals

Currency differences

As at 31 December 2022

Book values

As at 31 December 2020

As at 31 December 2021

As at 31 December 2022

122

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportGoodwill

b)
Goodwill is offset against Group shareholders’ equity upon the acquisition of a subsidiary or the
interest in an associated company. Assuming a useful life of five years for trading companies ac-
quired and ten years for production operations acquired (including the Schleuniger Group acquired
this year), plus depreciation on a straight-line basis, the theoretical capitalization of goodwill would
have the following impact on the consolidated balance sheet:

in TCHF

2022

2021

Historical costs as at 1 January

Additions

Currency differences

Historical costs as at 31 December

Theoretical accumulated depreciation as at 1 January

Theoretical depreciation

Currency differences

Theoretical accumulated depreciation as at 31 December

89 039

200 027

–522

288 544

–56 439

–13 337

127

–69 649

89 067

–28

89 039

–48 879

–7 399

–161

–56 439

Theoretical net book value as at 31 December

218 895

32 600

The capitalization and depreciation of goodwill would have the following theoretical impacts on
shareholders’ equity and Group earnings after taxes:

in TCHF

Shareholders’ equity according to balance sheet

Theoretical capitalization of net book value of goodwill

Theoretical tax impacts

Theoretical shareholders’ equity

in TCHF

Group earnings after taxes (EAT) according to income statement

Theoretical goodwill depreciation

Theoretical tax impacts

Theoretical Group earnings after taxes (EAT)

31.12.2022

31.12.2021

416 589

218 895

270

264 904

32 600

827

635 754

298 331

2022

2021

51 773

–13 337

38 503

30 375

–7 399

23 023

123

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportKey recognition and measurement assumptions

Intangible assets and goodwill are tested for impairment if indicators reflect a possible impairment. To de-
termine whether impairment exists, estimates are made of the expected future cash flows arising from use.
Actual cash flows may differ from the discounted future cash flows based on these estimates.

RECOGNITION AND MEASUREMENT

Software

Purchased software licenses are capitalized at acquisition or production cost plus costs
incurred in readying them for use. The total acquisition cost is amortized on a linear
basis over three to eight years. Costs associated with the development or maintenance
of software are recorded as expenses at the time they are incurred.

Patents

Patents are recognized at historical acquisition cost less cumulative amortization. Ac-
quisition costs are written down in a linear way over patent life.

Research and
development

Research and development expenditure is fully charged to the income statement.
These costs are contained in the positions “Personnel expenses” and “Other operating
expenses”.

Goodwill

Companies acquired over the course of the year are revalued and consolidated at
the point of acquisition in keeping with standardized Group principles. The difference
between the acquisition cost (including material transaction costs) and the prorated fair
value of the net assets acquired is described as goodwill. Any potentially existing but
not previously capitalized intangible assets taken over as part of the acquisition – such
as brands, technology, rights of use, or customer lists – are not separately recognized,
but remain subsumed under goodwill. Goodwill can also arise from investments in
associated companies, whereby this amounts to the difference between the acquisi-
tion cost of the investment and the prorated fair value of the net assets acquired. The
goodwill resulting from acquisitions is directly offset against Group shareholders’ equity.
If the purchase price contains components that are dependent on future results, these
components are estimated as accurately as possible at the point of acquisition and then
capitalized. In the event of deviations when the purchase price is definitively settled at
a later date, the goodwill offset against shareholders’ equity is adjusted accordingly. In
case of disposal, acquired goodwill offset with equity at an earlier date is to be conside-
red at original cost to determine the profit or loss recognized in the income statement.

2.6 Other non-current receivables
As at 31 December 2022 and as at 31 December 2021, other non-current receivables include
mainly paid rent deposits and capitalized financing costs.

124

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report2.7 Other liabilities

Other payables

in TCHF

Prepayments by customers

Current income tax liabilities

Prepayments for construction contracts (POC)

Less accruals for construction contracts (POC)

Commissions not yet invoiced to agents

Other positions1

Total other payables

31.12.2022

31.12.2021

47 372

10 664

11 684

–11 255

8 509

15 468

82 442

23 162

5 643

10 140

–9 050

7 890

5 509

43 294

1 Includes, among other things, liabilities against government organizations (tax authorities and social contributions).

Key recognition and measurement assumptions

For the determination of the fair value of a contingent consideration, profit and revenue forecasts and the cur-
rent exchange rates are used, which might result in a higher or lower fair value measurement. The continued
employment of certain selling shareholders has also been assumed.

Current provisions

in TCHF

Total as at 1 January

Additional provisions

Amounts utilized during the year

Unused amounts reversed

Currency differences

Change in scope of consolidation

Total as at 31 December

2022

2021

2 657

3 002

–1 403

–633

–143

1 727

5 207

2 705

2 250

–1 322

–894

–82

2 657

Current provisions are warranty provisions that include material and personnel costs in relation to
warranty work.

Key recognition and measurement assumptions

In relation to machines and systems already delivered, the Komax Group calculates the necessary warranty
provisions on the balance sheet date on the basis of analysis and estimates. The actual costs may differ from
the provisions stated. Any differences may affect the provision carried for warranty events in future reporting
periods and therefore the reported result for the period.

125

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportRECOGNITION AND MEASUREMENT

Provisions

Provisions are formed if the Group has a current legal or constructive obligation arising
from an event in the past, if it appears probable that the asset base will be negatively
impacted by settlement of the obligation, and if the amount of the provision can be
reliably determined. Provisions for warranties are based on past payments, revenues in
prior years, and current contracts. The Komax Group normally gives a one-year warran-
ty on machines and systems.

Accrued expenses and deferred income

in TCHF

Accrual for bonus

Accrual for holiday and overtime

Accrual for other personnel expenses

Commission payments to representatives

Invoices not yet received

Other accruals

Total accrued expenses and deferred income

31.12.2022

31.12.2021

11 772

6 519

6 565

3 479

7 496

10 582

46 413

8 945

3 506

2 939

2 155

4 003

4 334

25 882

CAPITAL AND FINANCIAL RISK MANAGEMENT

3
In addition to details on shareholders’ equity, details are also provided on financial risk management
at the Komax Group.

3.1 Financial liabilities

in TCHF

Bank liabilities

Currency

31.12.2022

31.12.2021

CHF

EUR

USD

175 000

13 259

125 000

19 475

4 600

Total financial liabilities

188 259

149 075

Komax Holding AG finalized an agreement with a bank syndicate for a credit line amounting to
CHF 250.0 million (31 December 2021: CHF 187.0 million). Additionally, there are further local credit
lines for subsidiaries, with the available maximum amounting to CHF 60.0 million (31 December
2021: CHF 30.0 million). As at 31 December 2022 the Group has drawn on this credit limit to the
amount of CHF 188.3 million (31 December 2021: CHF 149.1 million).

126

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportCredit lines Komax Group
in CHF million

400

300

200

100

0
1
3

8
8
1

8
9
1

9
4
1

31.12.2022

31.12.2021

Total Kreditlimite
Total credit lines

Verwendete Kreditlimite
Utilized credit lines

The maturities of the financial liabilities (without interest) are as follows:

in TCHF

less than 1 year

1-5 years

over 5 years

As at 31 December 2022

As at 31 December 2021

12 812

7 698

3 574

140 549

171 873

828

Total

188 259

149 075

Of the financial liabilities of CHF 188.3 million as at 31 December 2022 (31 December 2021: CHF
149.1 million), CHF 170.0 million (31 December 2021: CHF 138.0 million) relate to the syndicated
loan with a term until 31 January 2028. The interest rates for the syndicated loan as at 31 Decem-
ber 2022 are 1.49% (loan-to-value: CHF 70.0 million), 1.74% (loan-to-value: CHF 50.0 million), and
1.70% (loan-to-value: CHF 50.0 million). As at 31 December 2021, the interest rates were 1.05%
(loan-to-value: CHF 111.0 million) and 0.85% (loan-to-value: CHF 27.0 million).

RECOGNITION AND MEASUREMENT

Financial liabilities Financial liabilities comprising bank loans, mortgages, and bonds are valued at amor-

tized cost. Financial liabilities are recorded as current liabilities in the balance sheet
unless the Group has the unconditional right to defer settlement of the liability to a point
in time at least twelve months after the relevant balance sheet date.

3.2 Shareholders’ equity
This section shows the change in shareholders’ equity compared to the prior year.
Eigenkapital
Shareholders’ equity
in CHF Mio.
in CHF million

Shareholders’ equity
in % of total assets

53.2

51.4

800

600

400

200

4
8
7

7
1
4

5
1
5

5
6
2

31.12.2022

31.12.2021

Bilanzsumme
Balance sheet total

Eigenkapital
Shareholders’ equity

127

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Reporta)

Share capital

Balance sheet date

31 December 2022

31 December 2021

31 December 2020

All registered shares are fully paid up.

Treasury shares

Number of
shares

Par value
in CHF

Share capital
in CHF

5 133 333

3 850 000

0.10

513 333.30

385 000.00

Number

Average price
in CHF

Purchase costs
(avg.) in TCHF

Number

Average price
in CHF

Purchase costs
(avg.) in TCHF

2022

2021

Total as at 1 January

Purchases

Transfer (share-based compensation)

Total as at 31 December

8 653

–4 002

4 651

218.17

0.00

218.17

1 888

5 933

6 500

–873

–3 780

1 015

8 653

186.47

230.54

189.68

218.17

1 106

1 499

–717

1 888

Both at the end of the reporting year and at the end of the prior-year period, all treasury shares
were envisaged for share-based compensation programs. All treasury shares are held by Komax
Holding AG. Neither the other Group companies nor the staff pension scheme of Komax AG hold
any shares of Komax Holding AG.

Conditional capital

c)
There was no conditional capital either as at 31 December 2022 or as at 31 December 2021.

Reserves

d)
The non-distributable reserves amounted to CHF 7.6 million as at 31 December 2022 (31 Decem-
ber 2021: CHF 5.5 million).

RECOGNITION AND MEASUREMENT

Treasury shares

Treasury shares are recognized at the average weighted cost of acquisition, including the
transaction costs assignable to them, and are then offset against shareholders’ equity.
When treasury shares are sold or issued, the consideration received is credited to share-
holders’ equity.

Issuance of
shares

Costs that are directly assignable to the issuance of new shares are recognized in
shareholders’ equity in net form as a deduction from the issue proceeds.

Preferred shares

No preferred shares have been issued to date.

3.3 Financial risk management
Through its business activities, the Komax Group is exposed to various financial risks, for example cur-
rency, credit, liquidity, and interest rate risks. The Group’s overall risk management strategy is focused
on the unpredictability of developments in the financial markets and is intended to minimize the poten-
tial negative impact on the Group’s financial position. The Group uses derivative financial instruments to
protect itself against interest rate, currency, and credit risks. Risk management is conducted by the fi-
nance department of Komax Management AG in conformity with the guidelines issued by the Board of
Directors. These guidelines set out procedures for the use of derivatives as well as for dealing with foreign
currency, interest rate, and credit risks. The guidelines are binding for all subsidiaries of the Komax Group.

128

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportCurrency risk

a)
The Komax Group operates internationally and is therefore exposed to a variety of foreign exchange
risks. Foreign currency risks arise from future cash flows, assets, and liabilities recognized in the
balance sheet, and investment in foreign companies. Komax Group generates its revenues in the
following currencies:

2022

10.2%

CHF

10.4%

Others

47.0%

EUR

13.6%

CNY

2021

8.8%

CHF

8.1%

Others

49.6%

EUR

14.6%

CNY

18.8%

USD

18.9%

USD

The most important year-end and average exchange rates were as follows:

Currency

USD

EUR

CNY

Year-end rate
31.12.2022

Average rate
2022

Year-end rate
31.12.2021

Average rate
2021

0.930

0.990

0.134

0.960

1.020

0.145

0.920

1.050

0.145

0.920

1.100

0.142

The Komax Group is mainly exposed to currency risks relating to the USD, the EUR, and the CNY.
Assuming that the average rates against the CHF had been 10% lower or higher and that all other
parameters remained largely unchanged, the EBIT margin would have been changed as follows:

USD/CHF average rate +/–10%

EUR/CHF average rate +/–10%

CNY/CHF average rate +/–10%

Change EBIT margin 2022

Change EBIT margin 2021

+/–0.7%-pt.

+/–1.1%-pt.

+/–0.6%-pt.

+/–0.8%-pt.

+/–1.2%-pt.

+/–0.9%-pt.

Credit risk

b)
Credit risks may exist with regard to bank account balances, derivative financial instruments, and
receivables from customers. The Komax Group regularly reviews the independent ratings of finan-
cial institutions. Moreover, all risks pertaining to cash and cash equivalents are further minimized
by using a variety of banks rather than one single bank.

Capital risk

c)
In the management of its capital, the Komax Group pays special attention to ensuring that the Group
is able to continue to operate, that shareholders receive an appropriate return for their risks, and
that financial ratios are optimized, taking the cost of capital into account. To achieve these targets,
the Komax Group may adjust its dividend payment, issue new shares, or sell assets in order to
scale back its debt.

129

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportLiquidity risk

d)
Prudent liquidity risk management involves maintaining sufficient reserves of cash and cash equi-
valents and liquid securities as well as financing capacity through an adequate volume of approved
lines of credit. The amount of cash required for operations is reviewed annually and monitored on
a monthly basis by the finance department. Given the business environment in which the Komax
Group operates, it is also essential for the Group to maintain the necessary financing flexibility by
maintaining sufficient unused lines of credit.

Interest rate risk

e)
Neither at 31 December 2022 nor at the prior year’s balance sheet date did the Komax Group pos-
sess any assets that were subject to any material rate of interest. The Group’s financial risk policy
is to finance long-term investments with long-term liabilities, which gives rise to an interest rate risk.
If there is a significant interest rate risk, the related cash flow risks are hedged through interest rate
swaps.

GROUP STRUCTURE

4
This section contains details on the scope of consolidation, including any changes (acquisitions,
business areas to be discontinued). The list of investments also includes all directly and indirectly
held investments as at 31 December 2022.

4.1 Scope of consolidation
The consolidated financial statements incorporate the individual financial statements of Komax
Holding AG, Switzerland, and its subsidiaries.

As explained under note 4.2, 2022 also saw the founding of Komax Testing India Pvt. Ltd.,
including the takeover of the testing systems production business of its Indian customer Dhoot
Transmission Pvt. Ltd. by means of an asset deal, as well as the takeover of the Schleuniger Group
by means of a quasi-merger.

There were no changes in the scope of consolidation in the previous year.

RECOGNITION AND MEASUREMENT

Subsidiaries

Subsidiaries are fully consolidated if Komax Holding AG exercises control over their
financial and business policies. As a rule, this is the case if Komax Holding AG directly
or indirectly holds more than 50% of the subsidiary’s voting capital.

Date of
consolidation

Subsidiaries are included in the consolidated financial statements from the date on
which the Group assumes control. They are deconsolidated from the date on which
control is ceded.

Intragroup
eliminations

Intragroup transactions, intragroup balances, and unrealized gains or losses from trans-
actions between Group companies are eliminated from the scope of consolidation.

130

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report4.2 Business combinations

Acquisitions 2022

in TCHF

Acquired net assets at fair value

Cash and cash equivalents

Trade receivables

Other receivables

Inventories

Accrued income and prepaid expenses

Property, plant, and equipment

Intangible assets

Investments in associates

Deferred tax assets

Other non-current receivables

Total assets

Current financial liabilities

Trade payables

Other payables

Current provisions

Accrued expenses and deferred income

Non-current financial liabilities

Deferred tax liabilities

Total liabilities

Acquired net assets

Value of the shares issued by Komax Holding AG

Liabilities assumed by Komax Holding AG
from Metall Zug AG

Acquisition costs

Transferred cash and cash equivalents

Total consideration

Goodwill

Transferred cash and cash equivalents

Cash and cash equivalents acquired

Payment of assumed liabilities against Metall Zug AG

Testing India
Pvt. Ltd.

Schleuniger
Group

Total

22 633

45 615

5 351

74 490

6 289

49 349

6 630

452

12 670

282

22 632

45 360

5 275

74 219

6 289

49 156

6 624

452

12 668

282

222 957

223 761

–479

–12 572

–21 583

–3 087

–16 806

–5 567

–3 653

–501

–12 634

–21 583

–3 087

–16 806

–5 567

–3 653

–63 747

–63 831

159 210

159 930

326 608

30 633

1 436

30 633

1 436

1 280

358 677

359 957

255

271

193

804

–22

–62

–84

720

1 280

560

199 467

200 027

–1 280

22 632

–30 633

–1 280

22 633

–30 633

Net cash flow 2022

–1 279

–8 001

–9 280

131

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportTesting India Pvt. Ltd.
In the first half of 2022, the Komax Group acquired the testing systems production business of its
Indian customer Dhoot Transmission Pvt. Ltd. by means of an asset deal in connection with the
founding of Komax Testing India Pvt. Ltd. The purpose of this new company is to consistently harn-
ess opportunities in the testing business in the Indian market and provide customers with solutions
more rapidly. The acquired company generated revenues of CHF 0.4 million from 1 March 2022.
The repercussions of this acquisition for Group earnings after taxes are negligible.

Schleuniger Group
In order to secure long-term competitiveness and continue to consistently drive forward the auto-
mation of wire processing with cutting-edge products and solutions, Komax and Schleuniger com-
bined on 30 August 2022. To this end, Metall Zug AG brought its Wire Processing division, the
Schleuniger Group, into Komax Holding AG and received a stake of 25% in Komax Holding AG in
return. The transaction was effected through a quasi-merger. This involved Komax Holding AG
creating 1 283 333 new shares through a capital increase and then assigning these shares to Metall
Zug AG in exchange for the Schleuniger shares. The new shares were listed on SIX Swiss Exchange
as of 31 August 2022, thus increasing the number of listed registered shares of Komax Holding AG
to 5 133 333.

There were revaluation effects on the following balance sheet items: “Trade receivables”, “In-
ventories”, “Property, plant, and equipment”, “Deferred tax assets”, “Deferred tax liabilities”, and
“Provisions”.

The value of the shares newly issued by Komax Holding AG amounts to CHF 326.6 million, and
is calculated by multiplying the number of newly created shares by the stock market price at the
point of transaction.

Goodwill amounts to CHF 199.5 million, and was offset against equity pursuant to Swiss GAAP

FER 30 “Consolidated financial statements”.

The acquired group generated revenues of CHF 84.1 million and Group earnings after taxes of

CHF 2.6 million between 1 September 2022 and the year end.

Acquisitions 2021

b)
There were no acquisitions in the year 2021.

Investments in associates

4.3
As at 31 December 2022 and 31 December 2021, the Komax Group held no investments in asso-
ciated companies. In December 2022, the 20% stake held by Schleuniger AG in the British com-
pany Laser Wire Solutions was sold.

RECOGNITION AND MEASUREMENT

Investments in
associates

Companies in which the Komax Group holds at least 20% of voting rights but in which
it has a stake of less than 50% or on which it exerts a key influence in other ways are
recognized by the equity method, and initially recorded at the corresponding acquisition
cost.

132

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report4.4

Direct and indirect equity participation of Komax Holding AG
as at 31 December 20221

Place

Purpose2

Ordinary capital

Company

Switzerland

Komax AG

Komax Management AG

Schleuniger AG

Europe

adaptronic Prüftechnik GmbH

Artos Engineering France S.à.r.l.

DiIT GmbH

Komax Austria GmbH

Komax Belgium nv

Komax Consult Deutschland GmbH

Komax Czech Republic Trading s.r.o.

Komax Hungary Kft.

Dierikon, Switzerland

E D M P S

Dierikon, Switzerland

Thun, Switzerland

E D M P S

Wertheim, Germany

E D M P S

Treillières, France

Krailling, Germany

Vienna, Austria

Beerse, Belgium

E D M S

E D M P S

Nuremberg, Germany

Brno, Czech Republic

Budakeszi, Hungary

E D M P S

Komax Kabelverarbeitungs -Systeme Deutschland GmbH

Nuremberg, Germany

Komax Laselec France SA

Komax Portuguesa S.A.

Komax Romania Trading S.R.L.

Komax SLE GmbH & Co. KG

Komax SLE Verwaltungs GmbH

Komax Slovakia s.r.o.

Komax Taping GmbH & Co. KG

Komax Taping Verwaltungs GmbH

Komax Testing Beteiligungs GmbH

Komax Testing Bulgaria EOOD

Komax Testing Germany GmbH

Komax Testing Romania S.R.L.

Toulouse, France

E D M P S

Alcabideche, Portugal

Bucharest, Romania

Grafenau, Germany

Bratislava, Slovakia

E D M P S

Burghaun, Germany

E D M P S

Burghaun, Germany

Porta Westfalica, Germany

Yambol, Bulgaria

E M P S

Porta Westfalica, Germany

E D M P S

Bistrita, Romania

E S

Komax Testing Türkiye Test Sistemleri San. Ltd. Şti.

Ergene/Tekirdağ, Türkiye

E M P S

Schleuniger GmbH

Schleuniger Messtechnik GmbH

Africa

Komax Maroc Sàrl.

Komax Testing Maroc Sàrl.

Komax Testing Maroc FT Sàrl.

Komax Testing Tunisia sarl

North/South America

Cirris Inc.

Radevormwald, Germany

E D M P S

Sömmerda, Germany

E D P S

Mohammédia, Morocco

Tangier, Morocco

Tunis, Tunisia

E M P S

Salt Lake City, USA

E D M P S

Komax Comercial do Brasil Ltda.

São Paulo, Brazil

Komax Corporation

Komax de México, S. de R.L. de C.V.

Komax Holding Corporation

Komax Testing Brasil Ltda.

Komax Testing México, S. de R.L. de C.V.

Komax Testing US Co.

Komax York Inc.

Buffalo Grove, USA

E D M P S

Irapuato, Mexico

Buffalo Grove, USA

Colombo, Brazil

Irapuato, Mexico

El Paso, USA

Buffalo Grove, USA

E M P S

E P

133

Komax Group Annual Report 2022

CHF

EUR

CZK

HUF

EUR

RON

EUR

BGN

EUR

RON

TRY

EUR

MAD

EUR

TND

USD

BRL

USD

MXN

USD

BRL

MXN

USD

5 000 000

100 000

2 500 000

300 000

182 939

103 000

36 336

60 760

30 000

200 000

10 000 000

400 000

1 057 280

150 000

2 200 000

5 700 000

25 000

6 639

100 000

25 000

4 000 000

600 000

1 764 700

110 152

14 950 000

27 000

25 000

10 000 000

2 100 000

300 000

366 000

200 000

1 000 000

3 000

8 160 000

362 500

3 000

1 000 000

150

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportCompany

Laselec Inc.

Schleuniger Inc.

Schleuniger, S. de R.L. de C.V.

Asia

Komax Automation India Pvt. Ltd.

Komax Distribution (Thailand) Co., Ltd.

Komax Japan K.K.

Komax (Shanghai) Co., Ltd.

Komax Singapore Pte. Ltd.

Komax Testing India Pvt. Ltd.

Schleuniger Japan Co.

Schleuniger Machinery (Tianjin) Co., Ltd.

Place

Purpose2

Ordinary capital

Grand Prairie, USA

Manchester, USA

Queretaro, Mexico

Gurgaon, India

Bangkok, Thailand

Tokyo, Japan

Shanghai, China

Singapore

Pune, India

Tokyo, Japan

Tianjin, China

M S

M P S

D M P S

D P S

E M P S

M S

D P S

M S

USD

MXN

INR

THB

JPY

USD

SGD

INR

JPY

CNY

200 000

3 000

10 000 000

42 300 000

90 000 000

12 210 000

8 600 000

98 200 100

200 000 000

20 000 000

10 863 620

Schleuniger Trading (Shanghai) Co., Ltd.

Shanghai, China

1 All investments are 100% and fully consolidated.
2 A = Administration, D = Research and Development, E = Engineering, G = Group services and management, H = Holding of equity interests, M = Marketing,

P = Production, R = Regional services, S = Sales.

OTHER INFORMATION

5
This section contains all the information not addressed in the previous sections, e. g., information
on employee benefits and share-based compensation.

5.1 Employee benefits

in TCHF

Pension plans with
surplus cover

Total

2022

2021

Surplus cover as
per FER 26

Economic share
within the Group

in TCHF

2022

2021

Change
compared to prior
year / expense
of reporting period

Contributions
accrued for
the period

Employee bene-
fits expenditure
in personnel
expenses

Pension plans with
surplus cover

Total

5 310

4 844

134

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportThe employee benefits expenditure stated only comprises contributions made to the benefit sche-
mes at the expense of the company.

The pension plans with surplus cover are related to the staff pension scheme of Komax AG in
Switzerland. The coverage rate amounted to 108.3% as at 31 December 2022 (31 December 2021:
120.9%). The actuarial calculations are based on a technical interest rate of 1.75% (31 December
2021: 1.75%) as well as the technical basis of BVG 2020 (31 December 2021: BVG 2020).

There were no material employer contribution reserves as at 31 December 2022 or as at

31 Decem ber 2021.

RECOGNITION AND MEASUREMENT

Employee benefits The key companies are based in Switzerland, where employee benefits are amalgamated
in a legally independent foundation regulated by the Federal Law on Old-Age, Survivors’
and Disability Insurance (BVG). No significant pension plans are managed abroad. The
ascertainment of any surplus or shortfall in respect of Swiss pension plans is undertaken
on the basis of the annual financial statements of the corresponding pension schemes in
accor dance with Swiss GAAP FER 26. Any benefit arising from employer contribution re-
serves is recognized as an asset. The capitalization of an additional economic benefit (as a
result of a pension scheme having surplus cover) is not intended, nor are the prerequisites
for such a step met. An economic obligation is carried as a liability if the prerequisites for
the creation of a provision are met.

5.2 Share-based compensation
The Komax Group has the following share-based compensation agreements:

Komax Performance Share Unit Plan (PSU)

a)
The equity-settled plan for the executive management comprises PSUs with a three-year vesting
period which are dependent on the attainment of a performance target and the continuation of the
employment relationship. The number of PSUs allocated is calculated by dividing a fixed amount
by the average closing share price during the 60 days preceding the start of the vesting period. The
actual payout at the end of the vesting period is made in shares compared to the target figure de-
termined in advance by the Board of Directors. Up to and including the PSU program 2020, the
allocation of the number of shares depended on the average RONCE. From the PSU program 2021
onwards, the allocation of the number of shares depends equally on one third of revenue growth,
EBIT margin, and TSR (total shareholder return) compared with a peer group. The payout multi-
plier may range from 0% to 150%. The actual value of the allocation at the end of the vesting peri-
od is therefore dependent on the payout multiplier and the development of the share price over the
course of the vesting period. In the event of any termination of the employment relationship, pro
rata vesting applies at the ordinary vesting date.

Terms of outstanding rights as at 31 December 2022

Number of outstanding rights

Vesting period

Allocation

Fair value on the day of granting

Total fair value at allocation

2020–2022

2021–2023

2022–2024

6 002

3 years

2023

219.65

1 318

8 134

3 years

2024

171.21

1 393

4 898

3 years

2025

245.99

1 205

CHF

TCHF

135

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportKomax Long-term Share Incentive Plan

b)
The equity-settled plan for managers is not currently linked to profitability conditions, and includes
a three-year vesting period. The number of shares allocated is calculated by dividing a fixed amount
by the average closing share price during the 60 days preceding the start of the vesting period. The
actual payout at the end of the vesting period takes the form of shares. In the event of any termi-
nation of the employment relationship, pro rata vesting applies at the ordinary vesting date.

Number of rights

Total as at 1 January

Granted on 1 January

Forfeited

Transferred to participants

Total as at 31 December

2022

6 806

2 156

–74

2021

5 951

2 590

–89

–1 830

–1 646

7 058

6 806

The fair value on the day of granting amounted to CHF 245.99 (2021: CHF 171.21).

Komax Long-term Cash Incentive Plan

c)
The cash-settled plan for managers is currently not linked to profitability conditions, and includes
a three-year vesting period. The actual payout at the end of the vesting period is determined at the
end of the performance period, and is based on the multiplication of the allocation amount by the
share price performance factor (ratio of final share price to starting share price).

Number of rights

Total as at 1 January

Granted on 1 January

Transferred to participants

Total as at 31 December

2022

2021

5 048

1 464

–1 293

5 219

4 172

2 077

–1 201

5 048

The fair value on the day of granting amounted to CHF 245.99 (2021: CHF 171.21).

Komax Restricted Share Plan

d)
Restricted shares are allocated to Board members at the end of their period of office shortly befo-
re the Annual General Meeting (equity-settled plan); the lock-in period is three years. In the event
of resignation from office as a result of retirement, death, or disability, the entitlement to restricted
shares is calculated on a pro rata temporis basis. In such cases, lock-in periods may be either con-
tinued or rescinded at the discretion of the Board of Directors. In the 2022 financial year, 744 shares
(2021: 797 shares) with a fair value of CHF 260.20 (2021: CHF 228.00) on the date of granting were
allocated to the Board of Directors.

136

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportRECOGNITION AND MEASUREMENT

Share-based
compensation

All share-based compensation granted to staff is estimated at fair value as per the date
it is granted, and is charged evenly across the vesting period to the corresponding in-
come statement positions within the operating result. In the case of compensation plans
involving remuneration in the form of equity instruments, the expense of the granted com-
pensation is booked as an increase in shareholders’ equity, and any funds received from
the exercise of this compensation following the vesting period are booked as a change in
shareholders’ equity. The fair value of the amount that is to be paid to employees in respect
of share appreciation rights and settled in the form of cash is booked as an expense with
a corresponding increase in debt over the period in which employees acquire unrestricted
access to these payments.

5.3 Related party transactions

Transaction with related companies

in TCHF

2022

2021

Sale of goods and services

Various expenses

Trade receivables as at 31 December

Other payables (current and non-current) as at 31 December

Related party transactions relate to members of the Board of Directors, members of the Executive
Committee, pension funds, and key shareholders, as well as companies controlled by the same. In
the previous year, no transactions were entered into with closely linked persons.

5.4 Off-balance-sheet transactions

Contingent liabilities

a)
As at 31 December 2022 and 31 December 2021, there were no contingent liabilities nor perfor-
mance guarantees. Other guarantees of CHF 15.9 million were granted as at 31 December 2022
(31 December 2021: CHF 6.7 million); these almost exclusively comprise guarantees granted to
customers for advance payments.

Ownership restrictions for own liabilities

in TCHF

Book value real estate

Lien on real estate

Utilization

31.12.2022

31.12.2021

73 018

56 732

52 568

76 022

37 140

30 597

The pledged assets will be used to secure own liabilities.

Contractual obligations

c)
As at 31 December 2022, contractual obligations existed with respect to the acquisition of proper-
ty, plant, and equipment amounting to CHF 1.3 million (31 December 2021: none). Future liabilities
arising from operating lease agreements amount to CHF 4.3 million due in 2023 and CHF 7.0 mil-
lion due in 2024–2027 (31 December 2021: CHF 1.8 million due in 2022 and CHF 2.8 million due in
2023−2026).

137

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report5.5 Other key accounting principles

Key figures not defined under Swiss GAAP FER

a)
By stating its free cash flow in the cash flow statement, the Komax Group is reporting an item that
is not in conformity with Swiss GAAP FER but is nonetheless a key figure for the Komax Group, as
well as being widely used and recognized in the financial sector. This key figure is an amalgama-
tion of cash flow from operating activities and cash flow from investing activities. In the income
statement, the Komax Group discloses the revenues as an additional subtotal that is not defined
under Swiss GAAP FER. This subtotal includes other operating income in addition to net sales and
is used for the calculation of important key figures. As gross profit is an important key figure for the
Komax Group, the corresponding interim total is reported separately in the income statement. Gross
profit comprises revenues (net sales and other operating income) minus the cost of materials and
changes in the inventory of unfinished and finished products.

Currency conversion

RECOGNITION AND MEASUREMENT

Functional
currency and
reporting currency

Items included in the financial statements of each entity are measured using the currency
that best reflects the economic substance of the underlying events and circumstances
relevant to that entity (the functional currency). The consolidated financial statements
are presented in CHF, which is the functional currency of the parent company, Komax
Holding AG.

Transactions and
balances

Foreign currency transactions are translated into the functional currency at the rate prevai-
ling on the date of the transaction. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation of monetary assets and liabilities
denominated in foreign currencies are recognized in the income statement.

Group companies

The earnings and balance sheet figures of foreign business units with a functional currency
other than the Swiss franc are translated to Swiss francs as follows:
a) Assets and liabilities are translated at the exchange rate on the balance sheet date for

each such date.

b) Revenues and expenses are translated at the weighted average exchange rate for each

income statement.

c) All exchange rate gains and losses are recognized in shareholders’ equity and reported

on a separate line within retained earnings.

Exchange rate differences arising from the translation of net investments in foreign busi-
ness units are recognized under comprehensive income. When a foreign company is sold,
these exchange rate differences are reported in income as part of the gain or loss from
the sale.

138

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Reportc)

Other important accounting policies

RECOGNITION AND MEASUREMENT

Cash and cash
equivalents

Cash and cash equivalents include banknotes, sight deposits, and other current, highly
liquid financial assets with an original maturity of no greater than three months. Utilized
current account overdrafts are shown on the balance sheet as payables to credit institu-
tions under current financial liabilities.

Trade payables

Trade payables are valued initially at fair value, which is normally the amount originally
invoiced, and subsequently measured at amortized cost.

Non-operating
properties

Investment property encompasses land and buildings held with a view to generating rental
income or for purposes of capital appreciation, and not for internal production purposes,
the delivery of goods, or the provision of services, administrative purposes, or sales in
the context of ordinary business activity. Investment property is valued at acquisition or
construction cost less cumulative depreciation.

Transactions with
minorities

Changes in ownership interests in subsidiaries are recognized as equity capital transac-
tions provided control remains intact.

Impairment of non-
monetary assets

Assets subject to planned amortization are also tested for impairment if events or changes
in circumstances create a presumption that the carrying value can potentially no longer
be realized. An impairment is recorded in the amount by which the asset’s carrying value
exceeds its realizable value. The realizable value is the greater of the asset’s fair value
less disposal costs and its use value. In determining impairments, assets are grouped
according to the smallest separately identifiable cash-generating units.

139

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportReport of the statutory auditor to the General Meeting of Komax Holding AG, Dierikon

REPORT ON THE AUDIT OF THE CONSOLIDATED
FINANCIAL STATEMENTS

Opinion
We have audited the consolidated financial statements of Komax Holding AG and its subsidiaries
(the Group), which comprise the consolidated income statement, the consolidated balance sheet
as at 31 December 2022, the consolidated statement of shareholders’ equity and the consolidated
cash flow statement for the year then ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies.

In our opinion, the consolidated financial statements (pages 105 to 139) give a true and fair view
of the consolidated financial position of the Group as at 31 December 2022 and its consolidated
financial performance and its consolidated cash flows for the year then ended in accordance with
Swiss GAAP FER and comply with Swiss law.

Basis for opinion
We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH).
Our responsibilities under those provisions and standards are further described in the 'Auditor’s
responsibilities for the audit of the consolidated financial statements' section of our report. We are
independent of the Group in accordance with the provisions of Swiss law and the requirements of
the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance
with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Our audit approach

OVERVIEW

Overall Group materiality: CHF 3 550 000

We concluded full scope audit work at nine reporting units in six countries. Our audit
scope addressed 57% of the Group’s net sales. In addition, an audit of account balan-
ces was performed at one other Group company, which addressed a further 10% of
net sales of the Group.

As key audit matter the following area of focus has been identified:
– Revenue recognition in the appropriate period
– Quasi-fusion Schleuniger Group

Materiality

Audit scope

Key audit
matters

Materiality
The scope of our audit was influenced by our application of materiality. Our audit opinion aims to
provide reasonable assurance that the consolidated financial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They are considered material if, indi-
vidually or in aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of the consolidated financial statements.

140

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportBased on our professional judgement, we determined certain quantitative thresholds for materiali-
ty, including the overall Group materiality for the consolidated financial statements as a whole as
set out in the table below. These, together with qualitative considerations, helped us to determine
the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate
the effect of misstatements, both individually and in aggregate, on the consolidated financial state-
ments as a whole.

Overall Group
materiality

CHF 3 550 000

Benchmark applied

Net sales

Rationale for
the materiality
benchmark applied

We chose net sales as the benchmark for determining materiality. This benchmark
takes into account the volatility of the business environment and is a generally accep-
ted benchmark for materiality considerations.

We agreed with the Audit Committee that we would report to them misstatements above
CHF 350 000 identified during our audit as well as any misstatements below that amount which, in
our view, warranted reporting for qualitative reasons.

Audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of
the Group, the accounting processes and controls, and the industry in which the Group operates.
The consolidated financial statements include within their scope 53 entities. We identified eight
Group companies for which, in our opinion, an audit of the complete financial information was
necessary on the grounds of their size or risk characteristics. For one other Group company, an
audit of account balances was performed to address significant items adequately. We obtained
additional assurance from the timely performance of audits of the statutory financial statements of
eight Group companies.

With one exception, all of the Group companies in the described audit scope were audited by
local national PwC firms. None of the Group companies excluded from our audit of the consolida-
ted financial statements accounted individually for more than 4% of Group net sales.

To provide appropriate guidance to and monitor the work of the auditors of the Group compa-
nies, the Group audit team performed selected reviews of the audit working papers and held tele-
phone conferences with the auditors of the Group companies.

Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the consolidated financial statements of the current period. These matters were ad-
dressed in the context of our audit of the consolidated financial statements as a whole, and in for-
ming our opinion thereon, and we do not provide a separate opinion on these matters.

141

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportREVENUE RECOGNITION IN THE APPROPRIATE PERIOD

Key audit matter

How our audit addressed the key audit matter

We consider revenue recognition in the appropriate
period to be a key audit matter because of the sco-
pe for judgement involved in determining, as required,
exactly when the risks and rewards associated with
goods delivered and services rendered are transferred
in accordance with the Swiss GAAP FER accounting
requirements.

We checked on a sample basis that revenue was recog-
nised in the correct period for the months of December
2022 and January 2023. For the selected samples, we
assessed the underlying Incoterms and in selected ca-
ses checked the average delivery times. Furthermore,
in case possible, we tested operating effectiveness of
cut-off controls performed by management.

On the basis of the agreed delivery terms (incoterms),
the expected average delivery times until the effective
transfer of the risks and rewards of ownership to the
customer and taking into account special cases (e. g.
delivery delays), Komax realises revenue from sales of
goods in the period in which it transfers the risks and
rewards of ownership.

Please refer to page 113 of the notes to the consolida-
ted financial statements.

We concluded that the criteria for revenue recognition
in the appropriate period in accordance with the Swiss
GAAP FER requirements were complied with in the
consolidated financial statements for the year ended
31 December 2022.

QUASI-MERGER SCHLEUNIGER GROUP

Key audit matter

How our audit addressed the key audit matter

Effective as of 30 August 2022, the combination of
Komax Group and Schleuniger Group was completed.
This is a significant acquisition. The accounting for and
disclosure of this acquisition are influenced, among ot-
her things, by:

– The valuation of the assets and liabilities acquired

at fair value at the date of acquisition

– The accounting treatment of goodwill and acquisi-

tion costs

– The correct and complete disclosure of the transac-

tion-related information

We mainly performed the following audit procedures:

We obtained an understanding of the processes of the
acquisition. Further, we analyzed the purchase agree-
ment and further relevant agreements to identify condi-
tions affecting the purchase price allocation.

We audited the opening balance sheets of the acquired
businesses and assessed the appropriateness of the
fair values for assets and liabilities. Related to external
real estate valuation reports, we challenged the compe-
tency and independence of valuation experts involved
and reviewed the methods and assumptions applied.

Based on these reasons, we consider this acquisition
as a key audit matter.

We refer to page 130 (Note 4.1, Scope of consolida-
tion), Page 131 (Note 4.2, Acquisitions).

Additionally, we evaluated the appropriateness of the
accounting for this acquisition, of the resulting good-
will and of the disclosures in the consolidated financial
statement.

Our audit procedures support the purchase price all-
ocation made by management and its accounting as
well as the disclosure of this transaction.

Other information
The Board of Directors is responsible for the other information. The other information comprises
the information included in the annual report, but does not include the financial statements, the
consolidated financial statements, the remuneration report and our auditor’s reports thereon.

Our opinion on the consolidated financial statements does not cover the other information and

we do not express any form of assurance conclusion thereon.

142

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportIn connection with our audit of the consolidated financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially incon-
sistent with the consolidated financial statements or our knowledge obtained in the audit, or other-
wise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.

Board of Directors’ responsibilities for the consolidated financial statements
The Board of Directors is responsible for the preparation of the consolidated financial statements,
which give a true and fair view in accordance with Swiss GAAP FER and the provisions of Swiss
law, and for such internal control as the Board of Directors determines is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether
due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Board of
Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative
but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial state-
ments as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influ-
ence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment

and maintain professional scepticism throughout the audit. We also:
– Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one re-
sulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresenta-
tions, or the override of internal control.

– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made.

– Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists re-
lated to events or conditions that may cast significant doubt on the Group’s ability to continue as
a going concern. If we conclude that a material uncertainty exists, we are required to draw at-
tention in our auditor’s report to the related disclosures in the consolidated financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or condi-
tions may cause the Group to cease to continue as a going concern.

– Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the un-
derlying transactions and events in a manner that achieves fair presentation.

143

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report – Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial state-
ments. We are responsible for the direction, supervision and performance of the group audit. We
remain solely responsible for our audit opinion.

From the matters communicated with the Board of Directors or its relevant committee, we de-
termine those matters that were of most significance in the audit of the consolidated financial
statements of the current period and are therefore the key audit matters. We describe these matters
in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements
In accordance with article 728a paragraph 1 item 3 CO and PS-CH 890, we confirm that an internal
control system exists which has been designed for the preparation of the consolidated financial
statements according to the instructions of the Board of Directors.

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

PricewaterhouseCoopers AG

Thomas Brüderlin
Licensed audit expert
Auditor in charge

Basel, 13 March 2023

Korbinian Petzi
Licensed audit expert

144

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report
BALANCE SHEET OF KOMAX HOLDING AG

in TCHF

Assets

Cash and cash equivalents

Other current receivables third parties

Other current receivables Group

Financial loans Group

Accrued income / prepaid expenses

31.12.2022

31.12.2021

420

3 683

113 898

344

616

151

3 408

103 692

104

Total current assets

118 345

18.3

107 971

24.4

Financial investments Group

Investments in subsidiaries

Total non-current assets

154 876

374 758

529 634

98 338

236 134

334 472

81.7

75.6

Total assets

647 979

100.0

442 443

100.0

Liabilities and shareholders’ equity

Trade payables

Current interest-bearing liabilities Group

Current interest-bearing liabilities third parties

Other current liabilities Group

Accrued expenses / deferred income

Provisions

Total current liabilities

Non-current interest-bearing liabilities third parties

Total non-current liabilities

Total liabilities

Share capital

Capital contribution reserves

Other statutory capital reserves

Statutory profit reserves

Voluntary profit reserves

Retained earnings

Earnings after taxes

Treasury shares

Total shareholders’ equity

518

1 795

11 435

1 132

529

15 443

120 000

135 443

513

207 050

2 000

100

303 097

769

–1 015

512 536

310

1 325

6 825

207

920

2.4

9 610

2.2

25.1

27.3

18.5

20.9

111 000

120 610

385

814

2 000

100

326 203

124

–5 905

–1 888

79.1

321 833

72.7

Total liabilities and shareholders’ equity

647 979

100.0

442 443

100.0

145

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportINCOME STATEMENT OF KOMAX HOLDING AG

in TCHF

Dividend income

Other financial income

Other operating income

Total income

Financial expenses

Compensation

Other operating expenses

Value adjustment on investments

Value adjustment on financial assets Group

Direct taxes

Total expenses

Earnings after taxes

2022

20 457

6 069

1 510

28 036

–6 351

–953

–4 288

–4 018

–11 300

–357

–27 267

2021

947

4 856

604

6 407

–4 418

–904

–2 363

–3 906

–721

–12 312

769

–5 905

146

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportNOTES ON THE 2022 FINANCIAL STATEMENTS
OF KOMAX HOLDING AG

PRINCIPLES

1.1 General
These annual financial statements were drawn up according to the provisions of Swiss accounting
law (Section 32 of the Swiss Code of Obligations). The key valuation principles applied other than
those prescribed by law are described below. Here it should be remembered that use has been
made of the option to create and release hidden reserves for the purpose of securing the compa-
ny’s lasting prosperity.

As Komax Holding AG draws up a set of consolidated financial statements in line with a recog-
nized accounting standard (Swiss GAAP FER), it has elected not to include in these financial state-
ments – in keeping with statutory guidelines – explanatory notes on interest-bearing liabilities and
audit fees, as well as the presentation of a cash flow statement.

1.2 Financial investments
Financial investments comprise non-current financial loans. Granted loans are valued at the respec-
tive balance sheet date, whereby unrealized losses are accounted for but unrealized gains are not
recorded (imparity principle).

Investments

1.3
Investments are initially recognized at cost. The valuation of investments is reviewed annually on
an individual basis and if necessary adjusted to a lower recoverable amount.

1.4 Treasury shares
Treasury shares are recorded at the time they are acquired as minus items in shareholders’ equity,
at acquisition cost. In the event of a later resale, the profit or loss is recognized in the income state-
ment as financial income or financial expense.

1.5 Share-based compensation
If treasury shares are used for the share-based compensation of Board members, the difference
between the acquisition cost and the actual payment to Board members when the shares are all-
ocated is booked to compensation.

147

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report2

INFORMATION ON BALANCE SHEET AND INCOME STATEMENT POSITIONS

2.1 Assets
Other current receivables from Group companies increased by a total of CHF 0.3 million. This ba-
lance sheet item contains open interest receivables in respect of subsidiary companies.

The Group’s current financial loans increased by a total of CHF 10.2 million. This balance sheet
item likewise encompasses the current account loan of Komax Holding AG to Komax AG, Switzer-
land.

Financial investments comprise non-current financial loans and participatory loans. Group fi-
nancial investments as well as the participations group have mainly increased as a result of the
combination with the Schleuniger Group.

2.2 Liabilities
The “Current interest-bearing liabilities third parties” and “Current interest-bearing liabilities Group”
items comprise current financial loans reported by subsidiary companies and banks.

The provisions relate to taxes on earnings and capital taxes as well as open tax claims in respect

of corporation tax to be paid on the basis of the holdings in Germany.

In the 2022 financial year, Komax Holding AG secured long-term freedom of financial maneuver
by agreeing a new syndicated loan facility. The new agreement, which has a term of just over five
years (December 2022 to January 2028), increases the credit line from CHF 187.0 million to
CHF 250.0 million, with the option of adding a further CHF 60.0 million. CHF 120.0 million of this
credit line was being utilized as at 31 December 2022. The rate of interest is linked to an ESG
component. In other words, the Komax Group has agreed a bonus/malus system based on the
company’s ESG rating with the syndicate of six banks (lead bank: Zürcher Kantonalbank).

In accordance with the applicable capital contribution principle, capital contributions (share
premiums) made after 31 December 1996 are disclosed in the separate equity item “Statutory
capital reserves.” As a result of the combination with the Schleuniger Group, capital contribution
reserves increased to CHF 207.1 million. Repayments to shareholders from this account are treated
in the same way as the repayment of nominal capital and is therefore tax-free for natural person
domiciled in Switzerland who hold the shares as part of their private assets.

Income

2.3
Dividend income amounted to CHF 20.5 million in the year under review (2021: CHF 0.9 million).

Other financial income includes interest income on granted loans as well as realized and unrea-

lized exchange rate gains on cash and cash equivalents, and loans in foreign currency.

Other operating income comprises billed amounts for holding fees and licenses, as well as in-

cidental revenues of third parties and the Group.

148

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report2.4 Expenses
The “Financial expenses” item comprises, among other things, interest expenses and commissions,
securities losses, unrealized and realized exchange rate losses on cash and cash equivalents, and
loans in foreign currency.

Compensation comprises compensation paid to the Board of Directors.
The “Other operating expenses” item includes patents and license costs, advisory and legal
expenses, investor relations expenses, representation expenses, insurance premiums, and other
operating expenditure items.

Direct taxes include expenses for taxes on earnings and corporation tax.

COMPANY AND LEGAL FORM, REGISTERED OFFICE

3
Company:
Legal form:
Registered office: Dierikon, canton Lucerne, Switzerland

Komax Holding AG
Aktiengesellschaft (company limited by shares)

FULL-TIME EMPLOYEES

4
Komax Holding AG does not have any employees.

PARTICIPATIONS

5
The direct and indirect participations of Komax Holding AG are set out in the consolidated finan-
cial statements on pages 133 and 134.

TREASURY SHARES

6
Details of the treasury shares of Komax Holding AG are provided in the consolidated financial state-
ments on page 128.

CONTINGENT LIABILITIES

in TCHF

Joint liability for Group taxation value-added tax

Guarantees

in EUR

in CHF

Total

31.12.2022

31.12.2021

p.m.

13 671

641

14 312

5 636

257

5 893

From the total contingent liabilities of CHF 14.3 million (31 December 2021: CHF 5.9 million),
CHF 14.3 million (31 December 2021: CHF 5.9 million) are contingent liabilities in favor of subsidia-
ries.

MAJOR SHAREHOLDERS

8
As at 31 December 2022, the company had the following major shareholder holding more than 5%
of the votes:

Shareholder/shareholder group as at 31.12.2022

Metall Zug AG, Zug, Switzerland

Shareholder/shareholder group as at 31.12.2021

abrdn plc., Edinburgh, UK

No. of shares

Share in %¹

1 283 333

25.000

No. of shares

Share in %¹

192 994

5.021

1 The calculation is based on the 5 133 333 registered shares listed in the Commercial Register as at 31 December 2022 (31 De-

cember 2021: 3 850 000 registered shares).

149

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportEXTERNALLY REGULATED CAPITAL REQUIREMENTS (COVENANTS)

9
The Group’s financial liabilities are generally subject to the following externally regulated capital
requirement (covenant) as per the syndicated loan agreement:

The debt factor may not exceed 3.25 either at 31 December 2022 or thereafter at each quarter-
end balance sheet date. Non-compliance with the debt factor as a key metric is permissible on one
occasion for no more than a total of four successive quarters up until the expiry date, as long as
the self-financing ratio amounts to at least 50% at the end of the quarter(s) in question.

The Komax Group complied with those requirements as at 31 December 2022. Within the
scope of the syndicated loan agreement, Komax Holding AG guarantees the liabilities of any mem-
ber of the Komax Group.

10 HOLDINGS OF SHARES

Assets in units

Board of Directors

Beat Kälin

David Dean

Andreas Häberli

Kurt Haerri

Mariel Hoch

Roland Siegwart

Jürg Werner1

Total Board of Directors

Executive Committee

Matijas Meyer

Andreas Wolfisberg

Jürgen Hohnhaus

Tobias Rölz

Marc Schürmann

Marcus Setterberg2

31.12.2022

31.12.2021

Chairman

10 802

10 567

Member

CEO

CFO

Executive Vice President

1 543

534

3 333

346

2 474

1 426

436

3 235

248

2 376

n. s.

19 032

18 288

4 991

939

113

537

n. s.

4 689

803

416

353

Total Executive Committee

6 580

6 319

1 Member of the Board of Directors since 30 August 2022.
2 Member of the Executive Committee until 31 December 2021.

11 NET RELEASE OF HIDDEN RESERVES
The total amount of the net released hidden reserves amounted to CHF 0.0 million (2021: CHF 0.0
million).

150

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportPROPOSAL FOR THE APPROPRIATION OF PROFIT

The Board of Directors proposes the following appropriation of profit:

in CHF

Balance carried forward from previous year

Earnings after taxes

Transfer from capital contribution reserves

Release of free profit reserves

Total available for distribution

Payout from capital contribution reserves of CHF 2.75 per
registered share (2021: CHF 0.00) which is not subject to withholding tax1

31.12.2022

31.12.2021

21 546

124 104

768 844

–5 905 071

14 116 666

13 326 276

23 105 967

28 233 332

17 325 000

14 116 666

Dividend of CHF 2.75 gross per registered share (2021: CHF 4.50)1

14 116 666

17 325 000

Total

28 233 332

17 325 000

1 The distribution requirement applies to all outstanding registered shares.

151

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportReport of the statutory auditor to the General Meeting of Komax Holding AG, Dierikon

REPORT ON THE AUDIT OF THE
FINANCIAL STATEMENTS

Opinion
We have audited the financial statements of Komax Holding AG (the Company), which comprise
the balance sheet as at 31 December 2022, and the income statement for the year then ended,
and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the financial statements (pages 145 to 150) comply with Swiss law and the

company’s articles of incorporation.

Basis for opinion
We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH).
Our responsibilities under those provisions and standards are further described in the 'Auditor’s
responsibilities for the audit of the financial statements' section of our report. We are independent
of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss
audit profession, and we have fulfilled our other ethical responsibilities in accordance with these
requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Our audit approach

OVERVIEW

Overall materiality: CHF 2 550 000

Materiality

We tailored the scope of our audit in order to perform sufficient work to enable us to
provide an opinion on the financial statements as a whole, taking into account the
structure of the Company, the accounting processes and controls, and the industry in
which the entity operates.

Audit scope

As key audit matter the following area of focus has been identified:
– Valuation of investments in subsidiaries

Key audit
matters

Materiality
The scope of our audit was influenced by our application of materiality. Our audit opinion aims to
provide reasonable assurance that the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for mate-
riality, including the overall materiality for the financial statements as a whole as set out in the tab-
le below. These, together with qualitative considerations, helped us to determine the scope of our
audit and the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and in aggregate, on the financial statements as a whole.

152

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportOverall materiality

CHF 2 550 000

Benchmark applied

Net assets

Rationale for
the materiality
benchmark applied

We chose net assets as the benchmark for materiality considerations because the
Company primarily holds investments and grants loans to Group companies.

We agreed with the Audit Committee that we would report to them misstatements above
CHF 250 000 identified during our audit as well as any misstatements below that amount which, in
our view, warranted reporting for qualitative reasons.

Audit scope
We designed our audit by determining materiality and assessing the risks of material misstatement
in the financial statements. In particular, we considered where subjective judgements were made;
for example, in respect of significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all of our audits, we also addressed
the risk of management override of internal controls, including among other matters consideration
of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.

153

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportValuation of investments in subsidiaries

Key audit matter

How our audit addressed the key audit matter

The shares of the capital of subsidiaries held by Komax
Holding AG are recognised in the financial statements
under 'Investments in subsidiaries' (CHF 374.8 million).

Where a book value was higher than the recorded
shareholders' equity, we performed a detailed analysis
of the valuation analysis performed by Management.

Investments in subsidiaries are valued individually and
stated at acquisition cost less necessary impairment
charges.

The company tests these investments for impairment
by comparing the book value of the investment with the
shareholders' equity according to Swiss GAAP FER. If
the book value exceeds the shareholder’s equity, the
value in use of the subsidiary is considered. To de-
termine the value in use, an in-depth valuation ana-
lysis is performed using cash flow forecasts based on
the business plans approved by Management and the
Board of Directors.

This included:
– Discussion with Management of the results and

future prospects of specific subsidiaries.

– Assessment of the correctness and mathematical

accuracy of the applied valuation methods.

– Plausibility check of the assumptions applied by
Management concerning the discount rate, long-
term growth rates and margins.

– We compared the results of the year under review

with the forecasts made in the prior year and
assessed the appropriateness of the prior year’s
assumptions.

– Conducting sensitivity analyses.

This valuation analysis is based on Management’s
assumptions, which involve significant scope for jud-
gement. For this reason, we deemed the impairment
testing of investments in subsidiaries to be a key audit
matter.

We consider the valuation process and the assump-
tions applied by Management to be adequate and a
sufficient basis for assessing the valuation of invest-
ments in sub-sidiaries.

Please refer to note 1.3 (Investments).

Other information
The Board of Directors is responsible for the other information. The other information comprises the
information included in the annual report, but does not include the financial statements, the con-
solidated financial statements, the remuneration report and our auditor’s reports thereon.

Our opinion on the financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to be mate-
rially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.

Board of Directors’ responsibilities for the financial statements
The Board of Directors is responsible for the preparation of the financial statements in accordance
with the provisions of Swiss law and the company’s articles of incorporation, and for such internal
control as the Board of Directors determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

154

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportAuditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are consi-
dered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment

and maintain professional scepticism throughout the audit. We also:
– Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain au-
dit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.

– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made.

– Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists re-
lated to events or conditions that may cast significant doubt on the Company’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evi-
dence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.

From the matters communicated with the Board of Directors or its relevant committee, we de-
termine those matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report becau-
se the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

155

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportReport on other legal and regulatory requirements
In accordance with article 728a paragraph 1 item 3 CO and PS-CH 890, we confirm that an internal
control system exists which has been designed for the preparation of the financial statements ac-
cording to the instructions of the Board of Directors.

We further confirm that the proposed appropriation of available earnings and the proposed
repayment of the legal capital reserve comply with Swiss law and the company’s articles of incor-
poration. We recommend that the financial statements submitted to you be approved.

PricewaterhouseCoopers AG

Thomas Brüderlin
Licensed audit expert
Auditor in charge

Basel, 13 March 2023

Korbinian Petzi
Licensed audit expert

156

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial Report
FIVE-YEAR OVERVIEW

in TCHF

Income statement

Revenues

Gross profit

in % of revenues

EBITDA

in % of revenues

Operating profit (EBIT)

in % of revenues

Group earnings after taxes (EAT)

in % of revenues

Depreciation

Research and development

in % of revenues

Balance sheet

Current assets

Non-current assets

Current financial liabilities

Non-current financial liabilities

Total liabilities

in % of total assets

Share capital

Shareholders’ equity1

in % of total assets

Total assets

Net cash (+) / net indebtedness (–)

Cash flow statement

Cash flow from operating activities

Investments in non-current assets

Free cash flow

Employees

Headcount as at 31 December

Revenues per employee2

Gross value added per employee2

Net value added per employee2

Share details

Shares3

Par value

Highest price

Lowest price

Closing price as at 31 December

2022

2021

2020

2019

2018

606 332

372 860

421 067

265 907

61.5

88 939

14.7

71 732

11.8

51 773

8.5

17 207

59 018

9.7

522 882

260 624

12 382

175 877

366 917

46.8

513

63.2

60 343

14.3

44 794

10.6

30 375

7.2

15 549

41 066

9.8

313 895

200 996

7 478

141 597

249 987

48.6

385

327 623

199 860

61.0

26 340

8.0

417 771

258 930

62.0

36 837

8.8

11 254

24 035

3.4

–1 319

–0.4

15 086

29 756

9.1

253 219

198 870

7 106

137 169

215 603

47.7

385

5.8

13 221

3.2

12 802

41 531

9.9

288 867

192 369

17 188

136 504

236 632

49.2

385

479 698

297 903

62.1

78 614

16.4

67 254

14.0

51 787

10.8

11 360

41 051

8.6

313 605

149 299

90 338

181 264

39.2

385

416 589

264 904

236 486

244 604

281 640

53.2

783 506

–105 512

51.4

514 891

–98 391

52.3

452 089

–92 426

50.8

481 236

–106 224

60.8

462 904

–39 358

39 010

13 081

17 622

33 006

38 062

–5 492

No.

3 390

2 121

246

119

112

5 133

0.10

288.00

214.00

257.50

215

110

102

3 850

0.10

276.60

177.30

253.00

No. 1 000

CHF

41 766

25 811

15 435

2 095

177

3 850

0.10

238.80

122.00

176.30

41 287

54 448

–36 886

2 211

197

3 850

0.10

264.00

165.10

236.40

29 629

41 340

–4 340

2 006

248

120

114

3 848

0.10

329.00

223.00

230.00

1 Equity attributable to equity holders of the parent company.
2 Calculated on the basis of the average headcount.
3 Changes resulting from the exercising of option rights and capital increases.

157

Komax Group Annual Report 2022

Content OverviewManagement ReportESG ReportCorporate GovernanceCompensation ReportFinancial ReportKomax Holding AG
Investor Relations / Corporate Communications
Industriestrasse 6
6036 Dierikon
Switzerland

communication@komaxgroup.com
komaxgroup.com

Financial calendar

Annual General Meeting

Half-year results 2023

Investor Day

Preliminary information on 2023 financial year

12 April 2023

17 August 2023

28 September 2023

23 January 2024

Forward-looking statements
The present Annual Report contains forward-looking statements in relation to the Komax Group,
which are based on current assumptions and expectations. Unforeseeable events and develop-
ments could cause actual results to differ materially from those anticipated. Examples include:
changes in the economic and legal environment, the outcome of legal disputes, exchange rate
fluctuations, unexpected market behavior on the part of our competitors, negative publicity, and
the departure of members of management. The forward-looking statements are pure assumptions,
made on the basis of information that is currently available.

This Annual Report is available in English and German. The original German version is binding.

158

Komax Gruppe Annual Report 2022Imprint
Publisher:
Komax Holding AG, Dierikon

Design and realization:
NeidhartSchön AG, Zürich

Photography Board of Directors and
Executive Committee:
Pius Amrein, Rothenburg

Komax Holding AG
Industriestrasse 6
6036 Dierikon
Switzerland

Phone +41 41 455 04 55
komaxgroup.com