Consideraciones a tomar en la Configuración Y

Proposal of the Board of Directors

The Board of Directors proposes to the Annual General Meeting of Shareholders that the retained earnings of CHF 53.1 million for the year ended 31 December 2014 be appropriated as follows:

Appropriation of retained earnings

CHF 1,000 31.12.2014 31.12.2013

Retained earnings carried forward 49,071 46,285

Change of reserve for treasury shares 0 18

Net earnings 3,982 2,768

Retained earnings 53,053 49,071

Carry forward to new account 53,053 49,071

CHF 1,000 31.12.2014 31.12.2013

Reclassification of capital surplus reserves in other reserves 836 1,671

Distribution from other reserves (without witholding tax)

for the financial year 2014 of CHF 0.05 per share for 16,712,744* shares 836 1,671

The Board of Directors also proposes to the Annual General Meeting that a portion of the capital surplus reserves be allocated as follows:

Reclassification and payback of capital surplus reserves

Mikron Annual Report 2014 | 113

Report of the Statutory Auditor

Report of the statutory auditor to the general meeting of Mikron Holding AG Biel

Report of the statutory auditor on the consolidated financial statements

As statutory auditor, we have audited the accompanying consolidated financial statements of Mikron Holding AG, which comprise the balance sheet, income statement, statement of changes in equity, cash flow statement and notes (pages xx to xx and page xx), for the year ended December 31, 2011.

Board of Directors’ Responsibility

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

Auditor’s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial state- ments, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasona- bleness of accounting estimates made, as well as evaluating the overall presentation of the consolidat- ed financial statements. We believe that the audit evidence we have obtained is sufficient and appro- priate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements for the year ended December 31, 2011 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.

PricewaterhouseCoopers , Bahnhofplatz 10, Postfach, 3001 Bern

Telephone: +41 58 792 75 00, Facsimile: +41 58 792 75 10, www.pwc.chAG

Report of the statutory auditor to the general meeting of Mikron Holding AG Biel

Report of the statutory auditor on the financial statements

As statutory auditor, we have audited the financial statements of Mikron Holding AG, which comprise the income statement, balance sheet and notes (pages 106 to 111 and 114) for the year ended 31 December 2014.

Board of Directors’ Responsibility

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

Auditor’s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of mate- rial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presen- tation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements for the year ended 31 December 2014 comply with Swiss law and the com- pany’s articles of incorporation.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and in- dependence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our indepen- dence.

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

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved.

PricewaterhouseCoopers AG

Oliver Kuntze Bernhard Bichsel Audit expert Audit expert Auditor in charge

Local currency 1,000 Activity Currency Share capital Shareholding

direct Shareholding indirect Switzerland

Mikron Holding AG, Biel 1 CHF 1,671

Mikron Management AG, Langenthal 1 CHF 12,000 100%

Mikron SA Agno, Agno 2,3 CHF 13,500 100%

Mikron SA Boudry, Boudry 2,3 CHF 2,000 100%

Mikron Tool SA Agno, Agno 2,3 CHF 300 100%

Germany

Mikron GmbH Rottweil, Rottweil 2,3 EUR 383 100%

Mikron Berlin GmbH, Berlin 2,3 EUR 515 100%

Singapore

Mikron Singapore Ltd. 2,3 SGD 1,431 100%

P.R. China

Mikron Shanghai Ltd. 2,3 CNY 3,379 100%

USA

Mikron Corp. Denver, Aurora 2,3 USD 10 100%

Mikron Corp. Monroe, Monroe 1,3 USD 3,500 100%

Activity

1 = Management/service 2 = Production/development 3 = Sales/service