ANNUAL REPORT 2018

Remuneration Report

1 PRINCIPLES OF THE COMPENSATION SYSTEM

1.1 Board of Directors

Based on a proposal from the Compensation and Nomination Committee, the Board of Directors determines once a year at its year-end meeting the level of compensation paid to its members on the basis of their activities and responsibilities, while taking due account of prevailing market and industry levels. The comparative group includes companies of a comparable size in the automotive industry which do business with their own manufacturing plants in the most important markets. The Compensation and Nomination Committee consults external advisers if required. The remuneration is based on the contractual agreements.

1.2 Group Management

The Compensation and Nomination Committee determines all components of the compensation paid to the CEO on the basis of the contractual agreement. For the other members of Group Management, the Compensation and Nomination Committee makes its decision following proposals submitted by the CEO on the basis of the respective contractual agreements. This is reported to the Board of Directors at its regular meeting at the end of each year. If required, external advisers are consulted when determining the compensation and stock option plans for Group Management.

Every two to three years, Feintool commissions an external consulting firm to review Group Management's compensation as compared against the external labor market. The peer group comprises internationally active industrial companies of a similar structure and size, with a focus on automotive suppliers as well as plant construction and mechanical engineering. The comparison includes basic, overall and direct compensation as well as selected fringe benefits (occupational pension, company car and lump-sum expenses).

2 Elements of the compensation system

2.1 Board of Directors

The compensation paid to members of the Board of Directors consists of a fixed component plus a lump-sum reimbursement of expenses and an attendance fee. Members of the various committees are paid a separate fixed component and attendance fee. Where meetings of the Board of Directors and the various committees are held immediately after one another, the attendance fee is paid once only.

The compensation paid to the Chairman of the Board of Directors is based on a fixed proportion of his salary (fixed component).Depending on the company's financial performance, the Chairman also receives free shares in Feintool International Holding AG. These shares are locked in for five years.

2.2 Group Management

The compensation paid to Group Management is based on a fixed proportion of each individual's salary (fixed component). In addition, the amount of compensation is determined directly by the attainment of targets and performance of each member of Group Management, as well as the financial performance of the company (variable component).The performance-related bonus is determined on the basis of operating results (EBIT) and the degree to which annually agreed individual objectives have been achieved. It is based on a ratio of approximately 70:30 operating to personal targets, and is very similar for all members of Group Management except the CEO. The bonus for the CEO is calculated entirely according to the EBIT of the Feintool Group. The variable compensation component paid to the members of Group Management is between 30 % and 70 % of the fixed salary component. The current bonus payments in 2018 reflect the business performance in the year under review.

Members of Group Management receive part of their fixed compensation in the form of shares, which are locked in on a staggered basis for up to four years. Details are set out in the "Regulations for the issue of employee shares and options to members of the Board of Directors and Senior Executives", as issued by the Board of Directors in 2005.

Members of Group Management also receive customary fringe benefits (company car, risk insurance and retirement, management insurance cover and voluntary insurance).

3 Compensation for acting members of governing bodies

The following compensation was paid during the compensation period. These figures relate to the period from January 1 to December 31. 1)

3.1 Members of the Board of Directors (including related parties)

in CHF

Fixed salary 2)

Shares/ options 3)

Contributions to pension plans 4)

Total

In the 2018 financial year

Alexander von Witzleben, Chairman

274 000

373 000

131 044

778 044

Dr. Michael Soormann, Deputy Chairman

135 000

135 000

Thomas A. Erb, Member

52 500

3 317

55 817

Norbert Indlekofer, Member 5)

34 167

4 094

38 261

Dr. Rolf-Dieter Kempis, Member 6)

17 500

2 157

19 657

Heinz Loosli, Member

52 500

52 500

Dr. Thomas Muhr, Member 6)

10 000

10 000

Total Board of Directors

575 667

373 000

140 612

1 089 279

In the 2017 financial year

Alexander von Witzleben, Chairman

274 000

595 000

140 382

1 009 382

Dr. Michael Soormann, Deputy Chairman

137 500

137 500

Thomas A. Erb, Member

55 000

3 587

58 587

Wolfgang Feil, Member 7)

27 499

2 186

29 685

Dr. Rolf-Dieter Kempis, Member

52 500

6 306

58 806

Heinz Loosli, Member 8)

36 666

15 648

52 314

Dr. Thomas Muhr, Member

50 000

50 000

Dr. Kurt E. Stirnemann, Member 7)

30 833

2 546

33 379

Total Board of Directors

663 998

595 000

170 655

1 429 653

1) The compensation paid to the Board of Directors is determined for the period between the ordinary General Meeting at which the individual member is elected and the following ordinary General Meeting. In this report, the compensation paid relates to the financial year (January 1 to December 31) and is accrued accordingly.

2) Fixed compensation including attendance fee.

3) Allocation of a predefined number of shares. The shares are locked in for five years. The valuation corresponds to the price at the time of allocation. The value of the shares for tax purposes is CHF 278 728 (previous year CHF 444 620). This includes a discount for the lock-in period.

4) Payments made by the employer to the state pension schemes (AHV/IV) and the occupational pension scheme.

5) The General Meeting on April 24, 2018, elected Norbert Indlekofer to the Board of Directors. The compensation involves the period from April 24, 2018 to December 31, 2018.

6) Dr. Rolf-Dieter Kempis and Dr. Thomas Muhr, previously members of the Board of Directors, waived further candidacy for this committee on April 24, 2018. The compensation refers to the period from January 1, 2018 to April 23, 2018.

7) Wolfgang Feil and Dr. Kurt E. Stirnemann, both previously members of the Board of Directors, waived further candidacy for this committee on April 25, 2017. The compensation refers to the period from January 1, 2017 to April 24, 2017.

8) The General Meeting on April 25, 2017, elected Heinz Loosli to the Board of Directors. The compensation involves the period from April 25, 2017 to December 31, 2017.

The Chairman of the Board of Directors is in each case granted a loan equivalent to the withholding tax on his shares; this is offset against the fixed salary on a straight-line basis in the same year. There were no loans at the end of the year. With the above exception, no loans or securities were granted to members of the Board of Directors in the reporting years. The highest compensation was paid to Knut Zimmer, CEO (previous year Alexander von Witzleben, Chairman of the Board of Directors).

3.2 Group Management

According to ERCO (the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares), Group Management consists of the roles of CEO and CFO.

3.2.1 Members of Group Management (including related parties)

in CHF

Fixed salary 1)

Variable salary 2)

Shares/options 3)

Benefits in kind 4)

Contributions to pension plans 5)

Total

In the 2018 financial year

Knut Zimmer, CEO

459 996

171 720

119 947

4 800

173 760

930 223

Dr. Thomas F. Bögli, CFO

360 000

85 860

34 934

4 800

100 077

585 671

Total Group Management

819 996

257 580

154 881

9 600

273 837

1 515 894

In the 2017 financial year

Bruno Malinek, CEO

437 520

338 000

4 800

116 185

896 505

Dr. Thomas F. Bögli, CFO

346 000

86 360

34 921

4 800

98 148

570 229

Total Group Management

783 520

424 360

34 921

9 600

214 333

1 466 734

1) Contractually agreed salary (excluding tax-allowable expenses).

2) Bonus in accordance with individual contractual agreements. Payment in each case is made in the new financial year.

3) Fixed entitlement in Swiss francs. Remuneration is in the form of shares. The number of shares depends on the average price in October/November. They have a staggered lock-in period of 1 to 4 years. Disbursement took place in December. The taxable value of the shares, which includes the discount for the lock-in period, is for Knut Zimmer CHF 103 914 and Thomas F. Bögli CHF 30 263 (previous year CHF 30 251).

4) Provision of company cars, etc.

5) Payments made by the employer to the state pension schemes (AHV/IV) and the occupational pension scheme

The highest compensation was paid to Knut Zimmer, CEO (previous year Alexander von Witzleben, Chairman of the Board of Directors). No securities or loans were provided to members of Group Management in the reporting years.

4 Compensation for former members of governing bodies

The remuneration below refers to the period after departure of the members of Board of directors and Group Management from January 1 until December 31, 2018 respectively from January 1 until December 31, 2017.

4.1 Former members of Group Management (including related parties)

in CHF

Fixed salary 1)

Variable salary 2)

Shares/options 3)

Benefits in kind 4)

Contributions to pension plans 5)

Total

2018 total for former members 6)

785 328

4 800

119 428

909 556

2017 total for former members

114 999

70 435

29 932

1 200

41 980

258 546

1) Contractually agreed salary (excluding tax-allowable expenses).

2) Bonus in accordance with individual contractual agreements. The bonus entitlement relates to the whole financial year and was calculated on a straight-line, pro rata basis for this presentation.

3) Fixed entitlement in Swiss francs. Remuneration is in the form of shares. The number of shares depends on the average price in October/November. They have a staggered lock-in period of 1 to 4 years. Disbursement is in December. The 2017 share entitlement relates to the whole financial year and was calculated on a straight-line, pro rata basis for this presentation. The taxable value of the shares, including the discount for the lock-in period, is CHF 25 930 for the previous year.

4) Provision of company cars, etc.

5) Payments made by the employer to the state pension schemes (AHV/IV) and the occupational pension scheme.

6) This includes the individual employment contract agreements in favor of the retired CEO (notice period until December 31, 2018). In accordance with Art. 18c of Feintool's Articles of Association, these are included in the additional amount of 50 % of the sum approved by the General Meeting for such cases.