ANNUAL REPORT 2021

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.

If required, 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 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 2021 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 2021 financial year

Alexander von Witzleben, Chairman

250 000

291 500

128 200

669 700

Christian Mäder, Deputy Chairman

140 000

140 000

Dr. Marcus Bollig, Member

47 500

47 500

Norbert Indlekofer, Member 7)

77 500

10 598

88 098

Heinz Loosli, Member

47 500

47 500

Total Board of Directors

562 500

291 500

138 798

992 798

In the 2020 financial year

Alexander von Witzleben, Chairman

274 000

276 000

127 716

677 716

Dr. Michael Soormann, Deputy Chairman 5)

46 667

46 667

Christian Mäder, Deputy Chairman 6)

95 833

95 833

Thomas A. Erb, Member 5)

15 833

959

16 792

Dr. Marcus Bollig, Member 6)

34 167

34 167

Norbert Indlekofer, Member 7)

77 500

9 915

87 415

Heinz Loosli, Member

50 000

50 000

Total Board of Directors

594 000

276 000

138 590

1 008 590

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 217 826 (previous year CHF 206 244). This includes a discount for the lock-in eriod.

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

5) Dr. Michael Soormann and Thomas A. Erb, previously members of the Board of Directors, waived further candidacy on April 30, 2020. The compensation refers to the period from January 1, 2020 to April 29, 2020.

6) The General Meeting on April 30, 2020, elected Christian Mäder and Dr. Marcus Bollig to the Board of Directors. The compensation involves the period from April 30, 2020 to December 31, 2020.

7) Fixed salary for 2021 and 2020 includes CHF 30 000 for strategy consulting.

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 Knut Zimmer, CEO).

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 2021 financial year

Knut Zimmer, CEO

472 000

300 000

119 954

8 467

288 465

1 188 886

Dr. Thomas F. Bögli, CFO until April

123 000

50 000

11 656

1 947

36 648

223 251

Samuel Künzli, CFO starting from May

211 854

83 333

23 312

3 691

53 101

375 291

Total Group Management

806 854

433 333

154 922

14 105

378 214

1 787 428

In the 2020 financial year

Knut Zimmer, CEO

459 996

23 413

119 956

4 800

279 650

887 815

Dr. Thomas F. Bögli, CFO

360 000

38 195

34 978

4 800

96 761

534 734

Total Group Management

819 996

61 608

154 934

9 600

376 411

1 422 549

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 of the two preceding months before disbursement. They have a staggered lock-in period of 1 to 4 years. Disbursement took place in August/December. The taxable value of the shares, which includes the discount for the lock-in period, is for Knut Zimmer CHF 103 914 (previous year CHF 103 914), Thomas F. Bögli CHF 10 099 (previous year CHF 30 295) and Samuel Künzli CHF 20 197 (previous year CHF 0).

4) Provision of company cars, etc.

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

The highest compensation was paid to Knut Zimmer, CEO (previous year Knut Zimmer, CEO). 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 Group Management from January 1 until December 31:

4.1 Former members of Group Management (including related parties)

in CHF

Fixed salary 1)

Variable salary

Shares/options

Benefits in kind

Contributions to pension plans 2)

Total

2021 total for former members

240 000

100 000

23 312

65 177

428 489

2020 total for former members

-

1) Contractually agreed salary.

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

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