Media release - annual financial statements of the Komax Group

Komax Holding AG / Media release - annual financial statements of the Komax Group . Processed and transmitted by Nasdaq OMX Corporate Solutions. The issuer is solely responsible for the content of this announcement.

Successful year with high order intake and increased Group profit

2015 was a very successful year despite the strength of the Swiss franc. Komax Wire once again surpassed the previous year's results. Consolidated revenues increased to CHF 368.5 million. Operating profit amounted to CHF 46.7 million while Group profit after taxes rose by 5.3% to CHF 29.2 million. The Board of Directors and Executive Committee anticipate another good result in 2016. In view of the very pleasing results, the company's financial strength and the positive outlook, the Board of Directors is proposing to the Annual General Meeting an increase in the distribution of 20% to CHF 6.00 per share, of which CHF 4.50 will be paid out as a dividend and CHF 1.50 distributed from capital contribution reserves.

The decision by the Swiss National Bank to abandon the minimum euro/franc exchange rate got 2015 off to a tumultuous start. It forced the entire organization to analyze the new parameters and then formulate and implement prompt damage limitation measures. Komax did this very successfully. Despite the hostile environment, Komax can once again look back on a very successful year.

Moreover, with the decision to transfer the Medtech business unit to a new owner, we have set a new direction for the Komax Group. As a result, the Komax Group will concentrate on its core business in the future. This will present numerous opportunities, which we will seize with the aim of generating further profitable growth.

Order intake rose by 20.4% to CHF 442.8 million, while consolidated revenues increased by 1.4% to CHF 368.5 million. Currency influences weighed on growth to the tune of -3.0%. Operating profit (EBIT) reached CHF 46.7 million (2014: CHF 48.1 million). The EBIT margin was 12.7%. Currency influences here amounted to -1.5 percentage points. The removal of the cap on the minimum euro-franc exchange rate also left its mark on the financial result: As a result of one-off, non-cash currency losses, particularly on loans, financial expenses rose to CHF 7.7 million (2014: CHF 1.3 million). Group profit after taxes from continuing operations nevertheless reached CHF 32.1 million (2014: CHF 43.7 million). Result from discontinued operations amounted to CHF -2.9 million (2014: CHF -15.9 million). This figure essentially comprises non-cash charges for valuation adjustments. Group profit after taxes reached CHF 29.2 million (2014: CHF 27.7 million), resulting in an increase in basic earnings per share to CHF 8.00 (2014: CHF 7.64). The Komax Group remains in extremely robust financial health. On the balance sheet date, shareholders' equity stood at CHF 283.1 million (2014: CHF 284.2 million) while the equity ratio stood at 71.0% (2014: 73.2%). Free cash flow amounted to a high CHF 24.5 million (2014: CHF 14.4 million). Net cash increased to CHF 34.4 million (2014: CHF 29.2 million).

Komax Wire
After a very positive first half of the year, momentum picked up further in the second half. Accordingly, Komax Wire was again able to exceed the previous year's impressive performance, despite the strength of the franc. The Europe and North/South America regions generated the strongest growth in 2015. The key drivers of this pleasing development were the persistently robust health of the automotive industry and the continuing trend to further automate manual processes and enhance processing quality in wire processing. In addition, the preference for higher-quality, complex processing solutions was confirmed. Order intake increased by 15.1% to CHF 348.4 million. Net sales rose by 6.2% to CHF 313.3 million. Internal growth was more than 10%. EBIT came in at CHF 59.7 million (2014: CHF 55.3 million).

Following the acquisition of a minority stake in Laselec, the takeover of Thonauer Group, and the establishment of affiliates in Romania and Mexico, Komax Wire has further strengthened its technological and geographic base. Moreover, it has redefined the industry benchmark with its new generation of fully automatic crimping machines. On the operational side, the focus is on delivering improvements through continuous scrutiny and further optimization of established processes.

In view of the successes it has achieved, Komax Wire intends to adhere to its chosen growth-generating course. At the beginning of 2016, it further consolidated its leading market position by acquiring Ondal Tape Processing and the business of SLE Electronics USA.

Komax Medtech
After a subdued start to 2015, Komax Medtech witnessed a powerful increase in its order intake as the year developed, with the cumulative order intake amounting to an exceptional CHF 94.5 million (2014: CHF 65.1 million). In addition to repeat business, which in some cases is released over a period of several years, numerous commercially interesting projects involving existing applications and processes were acquired from new customers. However, since these orders were placed relatively late in 2015 and some of them have lead times of several months, this pleasing development has not yet fed through into the income statement. Indeed, the volatile development of business had the effect of weighing on capacity utilization at the business unit's three locations. Net sales reached CHF 54.7 million (2014: CHF 68.6 million). Given the relatively high proportion of value creation in Switzerland, Komax Medtech also suffered from the strength of the Swiss franc. EBIT accordingly amounted to CHF -2.6 million (2014: CHF 1.2 million).

Outlook
The current macroeconomic environment remains characterized by wide-ranging uncertainty. Against this backdrop, Komax is focusing on the factors that it can directly influence itself, and is therefore looking to its clear strengths such as its innovative drive and customer orientation. Based on these foundations, Komax will further enhance its profile and continue to seize - after careful scrutiny - opportunities to further advance the company. From today's standpoint, another good result is envisaged for 2016.

Komax Wire
Supported by the dynamic momentum of the automotive industry, as well as the ongoing global trend towards the further automation of manual processes in wire processing and increased processing quality, we expect demand to remain strong from today's perspective. Komax Wire has started the year with a strong order book. Given this backdrop, the business unit can be expected to post another good result for the first half of 2016.

Komax Medtech
The commercial environment facing Komax Medtech remains challenging. However, given its strong order book at the start of the year, with its numerous repeat projects and highly promising orders from new customers, Komax Medtech is confident that net sales will increase in 2016 on the back of better balanced capacity utilization and that profitability will increase beyond the target range.

Distribution increased again
In view of the very pleasing growth in earnings, the comfortable equity base and the positive outlook, the Board of Directors is proposing to the Annual General Meeting an increase in the distribution to shareholders from CHF 5.00 to CHF 6.00 per share, of which CHF 1.50 will be distributed from capital contribution reserves. The payout ratio is therefore 75%. The dividend yield on the date of the Board resolution stood at an attractive 2.8%. Dividend payments from the capital contribution reserves are tax-free for natural persons living in Switzerland who hold shares as part of their private assets.

Relations with our shareholders
By maintaining an intensive dialogue, the Board of Directors builds up an ever-evolving picture of the multifaceted opinions of shareholders and proxies on issues of importance to the future of the company. These include the debate surrounding the controversial issues of voting right restrictions and the compensation paid to the senior management bodies of companies. The Board of Directors takes the views put forward by shareholders very seriously, and takes them into account in its deliberations. Accordingly, the agenda of the upcoming Annual General Meeting will include a proposal to increase the registration and voting rights restriction from 5 to 15%, and an advisory vote on the compensation paid to senior managers last year.

Annual General Meeting on 12 May 2016
Elections
Leo Steiner will not be standing for re-election as Member of the Board at the next Annual General Meeting. For 24 years, he has shaped Komax's development in his role as CEO and Member and Chairman of the Board of Directors. The Board of Directors would like to express its warm thanks to Leo Steiner for his significant contribution to the company's development, his decisive impact, and his extremely valuable collaboration over a period of many years. The Chairman and all other members of the Board of Directors are being proposed for re-election. Furthermore, the Board of Directors is proposing the re-election of Daniel Hirschi, Beat Kälin and Roland Siegwart to the Remuneration Committee. In addition, in its agenda item of 25 February 2016, Veraison SICAV nominates Andreas Herzog and Gerard van Kesteren as new members of the Board of Directors and Remuneration Committee.

The Board of Directors has reviewed Veraison's proposal to enlarge the Board of Directors and elect two additional candidates. It has concluded that the current composition of the Board optimally meets the needs of the company. It recommends therefore that this proposal be rejected.

Komax is acknowledged to be the leader in its markets, and achieves outstanding results in its core business. The five members of the Board of Directors proposed for re-election have the expertise and experience necessary to successfully lead the company at a strategic level. Above all, the Board of Directors also has the financial expertise referred to by Veraison - David Dean is an expert in accounting and controlling, holding the corresponding federal diploma, as well as being a certified auditor. Furthermore, he has many years of experience as CFO of a listed company.

Numbering five members, Komax's Board of Directors is also of a size that is conducive to the efficient processing of business. With the structure of the company having been greatly simplified by the sale of the Solar business and the divestment of Komax Medtech, there is no short-term need for a significantly larger Board of Directors. However, both the size and composition of the Board will continue to be carefully reviewed over the next few years, just as they have been in the past.

At present, the Board of Directors feels an equal obligation to all shareholders - none of its members has any close relationship with a particular shareholder. Thanks to this independence and the focus on industrial, technological, and financial expertise, the Board of Directors has accumulated a strong performance track record that has resulted in significant value gains for shareholders in recent years. The Board of Directors is convinced that its current composition and size of five members optimally meet the needs of the company, and is therefore recommending that Veraison's proposal be rejected.

Increase in registration and voting rights restriction from 5 to 15%
Following an analysis of Komax's current situation and numerous discussions with shareholders, the Board of Directors has decided to add a proposal to the agenda of the Annual General Meeting of 12 May 2016 to increase the registration and voting rights restriction from 5 to 15%.

The aim of the registration and voting rights restriction is to prevent a shareholder from acquiring a strong minority holding of less than 33 1/3%, and thereby gaining de facto control of the company without having to submit a public offer to the other shareholders and therefore compensate them for this assumption of control. The Board of Directors has always viewed the registration and voting rights restriction as an instrument designed to protect the great majority of shareholders, which is why it is a firm advocate of these instruments.

The Board of Directors has now re-evaluated Komax's situation and the concerns of shareholders, and has arrived at the conclusion that the danger of a shareholder assuming "silent" control of the company only exists for minority shareholdings of between 15 and 33 1/3%. It has therefore resolved to submit a proposal to the Annual General Meeting of 12 May 2016 to increase the registration and voting rights restriction from 5 to 15%. This restriction will force anyone who wants to gain control of the company to submit a public offer to all shareholders. As a result, shareholders would benefit from an offer that would in all likelihood be linked to a "control premium".

The Board of Directors is convinced that increasing the 5% limit to 15% represents a solution that takes equal account of the interests of all shareholders. On the one hand, it enables shareholders to acquire holdings with voting rights in excess of 5%. On the other hand, however, it protects them against a silent takeover.

Furthermore, the "can clauses" in Section 6 para. 4, and Section 10 para. 3 which have attracted repeated criticism in the past, are to be deleted.

For the other agenda items, please see the invitation to the Annual General Meeting, which can be found from 30 March 2016 at:
http://www.komaxgroup.com/en/About-Komax/Corporate-Governance/Annual-General-Meeting/

Financial calendar

For further information, please contact:

The Komax Group is a global technology company that focuses on markets in the automation sector. As a leading manufacturer of innovative and high-quality solutions for the wire-processing industry and of systems for the assembly of self-medication instruments, Komax helps its customers implement economical and safe manufacturing processes, especially in the automotive supply and pharmaceutical sectors. The Komax Group employs around 1 600 people worldwide and provides sales and service support via subsidiaries and independent agents in around 60 countries.

Appendix

Key figures of the Komax Group

¹ Revenues: Net sales + other operating income.
² Share of shareholders' equity attributable to the shareholders of the parent company.

Further information can be found on our website www.komaxgroup.com.

The 2015 Annual Report may be found on the Internet at:
http://www.komaxgroup.com/en/Investors/Reports-and-presentations/Financial-reports/

The online Annual Report may be found at:
http://ar.komaxgroup.com/en/gb2015/home.html

The media release can be downloaded from the following link:

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Komax Holding AG
Industriestrasse 6 Dierikon Switzerland

WKN: 1070215 ;ISIN: CH0010702154;