Cicor Technologies · SIX:CICN
Cicor Technologies — Shareholder Meeting (April 2023)
109 slides from Cicor Technologies's shareholder meeting presentation, Apr 18, 2023
Slide 1: Annual General Meeting 2023
cicor Annual General Meeting 2023 Cicor Technologies Ltd. April 18, 2023 Daniel Frutig Chairman of the Board of Directors
Slide 2: Opening
Daniel Frutig Opening
Slide 3: Opening
Annual General Meeting 2023 of Cicor Technologies Ltd. Opening For the comfort of all during the meeting, | would ask each speaker to use the microphones provided and to announce himself/herself with his/her name. If any shareholders wish to leave the room during the meeting, | would ask them to lea
Slide 4: Opening
Annual General Meeting 2023 of Cicor Technologies Ltd. Opening The Annual General Meeting was convened in accordance with the Official Swiss Journal of Commerce of March 24, 2023 and by letter to the shareholders. The text of the annual report, which contains the annual accounts and the reports of t
Slide 5: Opening
Annual General Meeting 2023 of Cicor Technologies Ltd. Opening | now declare our 2023 Annual General Meeting to be open. cicor.com
Slide 6: List of attendance
cicor Computershare List of attendance
Slide 7: Agenda of the AGM 2023
cicor Daniel Frutig Agenda of the AGM 2023 cicor.com
Slide 8: Agenda items and proposals of the Board of Directors
Annual General Meeting 2023 of Cicor Technologies Ltd. Agenda items and proposals of the Board of Directors Opening and welcome by the Chairman and Report of the Executive Board Management Report by the CEO Proposals and explanations 1. Annual report, annual financial statements and consolidated fin
Slide 9: Agenda items and proposals of the Board of Directors
Annual General Meeting 2023 of Cicor Technologies Ltd. Agenda items and proposals of the Board of Directors 5. Approval of the total compensation of the Group Management for the financial year 2024 6. Consultative vote on the Remuneration Report 2022 7. Conditional capital for compensation purposes
Slide 10: Agenda items and proposals of the Board of Directors
Annual General Meeting 2023 of Cicor Technologies Ltd. Agenda items and proposals of the Board of Directors 14. Re-election of the auditors 15. Re-election independent proxy Closing by the Chairman of the Board of Directors cicor.com 10
Slide 11: Introduction by the Chairman
cicor Daniel Frutig Introduction by the Chairman cicor.com
Slide 12: Successful integration of acquired companies
. Successful integration of acquired companies . Two additional closings earlier this year * Operational challenges were well managed Record results . cicor.com 12
Slide 13: Introduction by the Chairman
Introduction by the Chairman Reflecting on our challenging social and geopolitical conditions * Global supply chain ¢ Dramatic war in Europe when Russia invaded Ukraine 2022 * Current events like we have never experienced before * Cicor has proven resilience * Commitment to deliver the best possible
Slide 14: Strategic framework of Cicor
Introduction by the Chairman Strategic framework of Cicor Creating value for shareholders and stakeholders Leveraging on Distinction Good Corporate our capabilities Be the partner of Governance choice profitable g cicor.com 14
Slide 15: Results 2022
Introduction by the Chairman Results 2022 CHF 313.2 million 31% Net sales from deliveries and services Sales growth compared to previous year 10.3% CHF 358.9 million EBITDA margin Order intake 82% 2217 Sales were generated in the strategic target markets of medical Cicor employees as of December 31,
Slide 16: Executing on our growth strategy
Introduction by the Chairman Executing on our growth strategy * Successful acquisitions * Leading position in the three target markets * Full pipeline of new business « Strengthened Group Management ¢ Attractive production footprint * Solid balance sheet *« Mandatory convertible bond ¢ Strong cash p
Slide 17: Creating value & adhere to Good Corporate Governance
Introduction by the Chairman Creating value & adhere to Good Corporate Governance « Principles of good governance and fair business practices * Capital Band * Amendments to the Articles of Association « Minutes of the AGM * Agenda items 7 to 11 ¢ Waiver of the distribution of a dividend * Positive Q
Slide 18: Management Update
cicor Alexander Hagemann Management Update cicor.com
Slide 19: Cicor in Action
Cicor in Action Electronic solutions for a safe, connected world a) Medical Technology 25% share of sales Aerospace and Defense 17% share of sales In one in three Solutions from hearing aids, Cicor ensure pilot Cicor technology safety enables people to hear better cicor.com Industrial 40% share of s
Slide 20: Cicor Services
Cicor Services ute cycle Managemen, Product Development Hard- and Software Engineering Mechanical Design Test Development From design to finished product Maintenance Modification Repair Services Refurbishment Obsolescence Management EMS NPI Precision Plastics Procurement Hybrid Circuits Test Concept
Slide 21: Facts and Figures
Facts and Figures Close to customers thanks to global presence Cicor employees Sites > 2’500 15 Floor space Assembled components per year 76’000 m? 1.6 billion cicor.com 21
Slide 22: Global Footprint
Global Footprint Close to customers thanks to global presence cicor.com Electronic Manufacturing Services ® Precision Plastics ® Hybrid Circuits © Printed Circuit Boards ® Printed Electronics ® Cicor Sales Offices and Representatives United Kingdom [— Germany Bedford Buttlar Dresden Radeberg m ulm S
Slide 23: Cicor in 2022
cicor Alexander Hagemann Cicor in 2022 23
Slide 24: Highlights 2022
Cicor in 2022 Highlights 2022 Record results in order intake, sales and operating margin at the EBITDA and Core EBIT levels Continued high book-to-bill rate, record high order backlog Cicor has managed well challenges of material shortages, disrupted supply chains and high inflation Axis Electronics
Slide 25: Cicor generated 82% of its sales in the three target markets
Cicor in 2022 Cicor generated 82% of its sales in the three target markets Sales by region Sales by industry 5% 1% 6% 1% 14% 25% 19% al 28% cicor.com = Aerospace and defence = High-tech consumer = Transport Communication = Other 55% 48% 40% 43% 2022 Industrial 2021 ™ Industria ™ Medical ™ Switzerlan
Slide 26: Electronic Manufacturing Services (EMS)
Electronic Manufacturing Services (EMS) EMS division as a driver of sales and earnings * Profitable organic growth is based on a full pipeline of new business with existing and new customers * Growth was made possible not only by the contribution of the newly acquired companies but also by a careful
Slide 27: Advanced Substrates (AS)
Advanced Substrates (AS) AS division strengthens market position and technology leadership * Thin film business continued to deliver excellent results slightly below last year * Printed Circuit Board (PCB) production has made good progress in transformation * Further extension of leading position in
Slide 28: Financial results 2022
cicor Alexander Hagemann Financial results 2022 28
Slide 29: Sales and EBITDA margin
20% 300 250 15% 200 • 10% 150 100 • 5% 50 0 0% • 2017 2018 2019 2020 2021 2022 Sales H1 Sales H2 EBITDA% (before restructuring) • •
Slide 30: 20% 11% 20% 10% 9% 15% 8% 15% 0 7% 200 6% 150 10%
20% 11% 20% 300 300 300 10% 250 250 9% 250 15% 8% 15% 200 200 7% 200 6% 150 10% 150 150 10% 5% 4% 100 100 100 5% 3% 5% 50 50 2% 50 1% 0 0% 0 0% 0 0% 2017 2018 2019 2020 2021 2022 2017 2018 2019 2020 2021 2022 2017 2018 2019 2020 2021 2022
Slide 31: Consolidated 2022 Income Statement
Consolidated 2022 Income Statement in TCHF 2022 in % 2021 in % Net sales 313 193 100.0 239044 100.0 31.0 Material expenses -167 077 -§3.3 -123 806 = -51.8 35.0 Operating expenses -113 842 -36.3 “92116 = -38.5 23.6 EBITDA 32274 10.3 23 122 9.7 39.6 Depreciation, amortization and impairment -10 869 -3
Slide 32: June December June
130 260 120 240 110 220 100 200 90 180 80 160 70 140 60 120 50 100 40 80 30 60 20 40 10 20 0 0 June December June December June December 2020 2020 2021 2021 2022 2022
Slide 33: 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2013 4 2015 2016
0 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8 2.0 2.2 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Slide 34: Consolidated 2022 Balance Sheet
Consolidated 2022 Balance Sheet in TCHF cicor.com Actual % 2022 Current assets 251°422 69 200'631 62 Non-current assets 115'313 31 121'258 38 Total Assets 366735 100 321’889 100 Current liabilities 102'829 28 104'103 32 Non-current liabilities 115'015 31 128'899 40 Equity 148'891 41 88'887 28 Total
Slide 35: 2022 Cash Flow Statement — 1st Half vs. 2nd Half
2022 Cash Flow Statement — 1st Half vs. 2nd Half in TCHF 2022 H2 / 2022 H1/ 2022 2021 Net profit 3.008 7 482 Depreciation, amortization and impairment 20 041 10 163 9 878 10 918 Other non cash items - 877 -1573 696 836 Changes in working capital’ -33 041 4940 -28 101 -10 002 Net cash from / (used in
Slide 36: Impact of Acquisitions on Cicor
Impact of Acquisitions on Cicor Important step to execute the Cicor growth strategy * Not all closed acquisitions already fully consolidated in our 2022 results * SMT (consolidation as of May 2022) * PMDE / PMDT closed 20th January 2023 with consolidation as of beg. January 2023 * AFT closing and co
Slide 37: Business Update Q1/2023
Business Update Q1/2023 Cicor achieves sales growth of 24.8% in the first quarter of 2023 * Sales increased by 24.8% to CHF 96.0 million * Order intake of CHF 95.0 million (Q1/2022: CHF 92.7 million) * Book-to-bill ratio of 1.0 * High order backlog cicor.com 37
Slide 38: Megatrends in the EMS Market
Megatrends in the EMS Market Tailwind for the future Outsourcing Nearshoring Supply Chain OEMs focus on their Geopolitical factors Legislation, supply core competencies and and geographical shortages and increasingly outsource proximity strengthen disruptions require development and Europe and South
Slide 39: Outlook 2023
Outlook 2023 Continued growth expected in 2023 despite challenging environment ¢ Full order book almost equivalent to one year's sales ¢ New project pipeline remains very well filled * Cicor expects growth in sales to CHF 360 - 400 million (If the geopolitical, economic and financial environment doe
Slide 40: Electronic voting procedure
cicor Daniel Frutig Electronic voting procedure 40
Slide 41: Electronic voting procedure
Annual General Meeting 2023 of Cicor Technologies Ltd. Electronic voting procedure The voting will be done electronically again this year. You received a voting device, the Televoter, when you entered the room. The Televoter has a touch-sensitive color screen. The screen will automatically dim after
Slide 42: Electronic voting procedure
Annual General Meeting 2023 of Cicor Technologies Ltd. Electronic voting procedure When we come to electronic voting, a few seconds before voting begins, the relevant agenda item will appear on the screen of your voting device. During the displayed voting time, there are three colored areas at the b
Slide 43: Electronic voting procedure
Annual General Meeting 2023 of Cicor Technologies Ltd. Electronic voting procedure To check the operational readiness, | now ask you to touch the screen on your voting device. The display should now light up. If the display on your device does not light up now, | would ask you to go with your device
Slide 44: Electronic voting procedure
Annual General Meeting 2023 of Cicor Technologies Ltd. Electronic voting procedure We will now check the functionality of the electronic voting device. When | have opened the functional test, you will have 10 seconds to submit your vote with "JA" (green), "NEIN" (red) or "ENTHALTUNG" (yellow) by tou
Slide 45: Please vote now
Annual General Meeting 2023 of Cicor Technologies Ltd. Please vote now cicor.com 45
Slide 46: Agenda items and proposals of the Board of Directors
cicor Daniel Frutig Agenda items and proposals of the Board of Directors cicor.com
Slide 47: Electronic voting procedure
Annual General Meeting 2023 of Cicor Technologies Ltd. Electronic voting procedure We will now proceed to the votes. If you want to follow the proposal of the Board of Directors, press "JA" (green), if you want to vote against the proposal of the Board of Directors, press "NEIN" (red) and if you wan
Slide 48: Annual report, annual financial statements and consolidated financial statements 2022
Annual General Meeting 2023 of Cicor Technologies Ltd. 1 Annual report, annual financial statements and consolidated financial statements 2022; Report of the statutory auditors Proposal: The Board of Directors proposes that the annual report, annual financial statements and consolidated financial st
Slide 49: Please vote now
Annual General Meeting 2023 of Cicor Technologies Ltd. Please vote now cicor.com 49
Slide 50: Appropriation of available earnings
Annual General Meeting 2023 of Cicor Technologies Ltd. 2 Appropriation of available earnings Proposal: The Board of Directors proposes to appropriate the reported accumulated loss of TCHF 43,996 to be appropriated as follows: Carry forward TCHF -43,996 to new account. No dividend will be paid. Expla
Slide 51: Please vote now
Annual General Meeting 2023 of Cicor Technologies Ltd. Please vote now cicor.com 51
Slide 52: Discharge from liability of the members of the Board of Directors and the Group Management
Annual General Meeting 2023 of Cicor Technologies Ltd. 3 Discharge from liability of the members of the Board of Directors and the Group Management Proposal: The Board of Directors proposes that discharge be granted to the members of the Board of Directors and the Group Management for their activiti
Slide 53: Please vote now
Annual General Meeting 2023 of Cicor Technologies Ltd. Please vote now cicor.com 53
Slide 54: Approval of the total compensation of the Board of Directors
Annual General Meeting 2023 of Cicor Technologies Ltd. 4 Approval of the total compensation of the Board of Directors for the next term of office Proposal: The Board of Directors proposes the approval of the maximum total compensation in the amount of CHF 600,000 for five members of the Board of Dir
Slide 55: Approval of the total compensation of the Board of Directors
Annual General Meeting 2023 of Cicor Technologies Ltd. 4 Approval of the total compensation of the Board of Directors for the next term of office Directors’ fees Cash compensation Entitlements to shares (CHF, gross p.a.) Chairman of the Board of 143,000 66,000 Directors Member of the Board of 55,000
Slide 56: Approval of the total compensation of the Board of Directors
Annual General Meeting 2023 of Cicor Technologies Ltd. 4 Approval of the total compensation of the Board of Directors for the next term of office The cash payment is made quarterly. The entitlements to shares are allocated at the beginning of the term of office and converted into shares in Cicor Tec
Slide 57: Please vote now
Annual General Meeting 2023 of Cicor Technologies Ltd. Please vote now cicor.com 57
Slide 58: Approval of the total compensation of the Group Management for 2024
Annual General Meeting 2023 of Cicor Technologies Ltd. 5 Approval of the total compensation of the Group Management for the financial year 2024 Proposal: The Board of Directors proposes the approval of the total compensation of the members of the Group Management for the financial year 2024 in the m
Slide 59: Approval of the total compensation of the Group Management for 2024
Annual General Meeting 2023 of Cicor Technologies Ltd. 5 Approval of the total compensation of the Group Management for the financial year 2024 Element Purpose ‘Structure Factors Basic salary, Monthly remuneration Retention, jin cash Motivation Social Security Protection against Insurance policies c
Slide 60: Approval of the total compensation of the Group Management for 2024
Annual General Meeting 2023 of Cicor Technologies Ltd. 5 Approval of the total compensation of the Group Management for the financial year 2024 Long Term - Remuneration ‘Stock Rights Financial targets over Incentive Plans for long-term (Performance Share — three years performance Units - PSU) - Sale
Slide 61: Approval of the total compensation of the Group Management for 2024
Annual General Meeting 2023 of Cicor Technologies Ltd. 5 Approval of the total compensation of the Group Management for the financial year 2024 The proposed maximum total amount of compensation for the Group Management of CHF 3,900,000 consists of the following components: a fixed compensation in th
Slide 62: Approval of the total compensation of the Group Management for 2024
Annual General Meeting 2023 of Cicor Technologies Ltd. 5 Approval of the total compensation of the Group Management for the financial year 2024 The proposed maximum total amount of CHF 3,900,000 is higher than the approved maximum total amount of compensation of the Group Management for the financia
Slide 63: Please vote now
Annual General Meeting 2023 of Cicor Technologies Ltd. Please vote now cicor.com 63
Slide 64: Consultative vote on the remuneration report 2022
Annual General Meeting 2023 of Cicor Technologies Ltd. 6 Consultative vote on the remuneration report 2022 Proposal: The Board of Directors proposes to approve the Remuneration Report 2022 by way of an advisory vote. Explanation: The Remuneration Report 2022 explains the compensation programs of the
Slide 65: Please vote now
Annual General Meeting 2023 of Cicor Technologies Ltd. Please vote now cicor.com 65
Slide 66: Conditional capital for compensation purposes
Annual General Meeting 2023 of Cicor Technologies Ltd. 7. Conditional capital for compensation purposes Proposal: The Board of Directors proposes to amend Article 5 bis by inserting after the expression "preferential subscription rights" in the last sentence of the second paragraph a bracketed expre
Slide 67: Please vote now
Annual General Meeting 2023 of Cicor Technologies Ltd. Please vote now cicor.com 67
Slide 68: Capital band with 10% right to exclude preemptive rights
Annual General Meeting 2023 of Cicor Technologies Ltd. 8 Capital band with 10% right to exclude preemptive rights Proposal: The Board of Directors proposes to add a new Article 5 quarter with the following text: "Article 5 quater The lower limit of the capital band is CHF 34,095,420 and the upper li
Slide 69: Capital band with 10% right to exclude preemptive rights
Annual General Meeting 2023 of Cicor Technologies Ltd. 8 Capital band with 10% right to exclude preemptive rights The Board of Directors shall determine the time of issue of new shares, their issue price, the method of payment, the conditions for the exercise of preferential subscription rights and
Slide 70: Capital band with 10% right to exclude preemptive rights
Annual General Meeting 2023 of Cicor Technologies Ltd. 8 Capital band with 10% right to exclude preemptive rights The Board of Directors may exclude the shareholders’ preferential subscription rights in whole or in part and allocate them to individual shareholders or third parties, including subsidi
Slide 71: Capital band with 10% right to exclude preemptive rights
Annual General Meeting 2023 of Cicor Technologies Ltd. 8 Capital band with 10% right to exclude preemptive rights any reservation of further shares thereunder without granting pre-subscription rights shall result in a decrease of the number of shares for which the preferential subscription rights ma
Slide 72: Capital band with 10% right to exclude preemptive rights
Annual General Meeting 2023 of Cicor Technologies Ltd. 8 Capital band with 10% right to exclude preemptive rights Explanation: The Company is following a growth strategy which includes acquisitions. This has already been successfully put in practice, e.g. with the acquisition of the companies Axis E
Slide 73: Capital band with 10% right to exclude preemptive rights
Annual General Meeting 2023 of Cicor Technologies Ltd. 8 Capital band with 10% right to exclude preemptive rights The Company proposes in this agenda item eight to authorize capital increases of up to 20% of the existing share capital, but to allow the Board of Directors to exclude pre-emptive right
Slide 74: Please vote now
Annual General Meeting 2023 of Cicor Technologies Ltd. Please vote now cicor.com 74
Slide 75: Increase of the 10% right to exclude preemptive rights to 20%
Annual General Meeting 2023 of Cicor Technologies Ltd. 9 Increase of the 10% right to exclude preemptive rights to 20% Proposal: Should the proposal 8 have been approved, the Board of Directors proposes to increase the number of shares for which preferential subscription rights may be excluded under
Slide 76: Please vote now
Annual General Meeting 2023 of Cicor Technologies Ltd. Please vote now cicor.com 76
Slide 77: Formal amendments to the articles of incorporation
Annual General Meeting 2023 of Cicor Technologies Ltd. 10 Formal amendments to the articles of incorporation Proposal: The Board of Directors proposes to amend the following Articles as follows: " Article 6: amend the second paragraph of Article 6 to read as follows: "The company shall keep a share
Slide 78: Formal amendments to the articles of incorporation
Annual General Meeting 2023 of Cicor Technologies Ltd. 10 Formal amendments to the articles of incorporation * Article 11: amend the second through the fourth paragraph of Article 11 with the following text: "One or more shareholders, together representing at least five percent of the share capital
Slide 79: Formal amendments to the articles of incorporation
Annual General Meeting 2023 of Cicor Technologies Ltd. 10 Formal amendments to the articles of incorporation " Article 12: replace the first through the fifth paragraph of Article 12 by the following three paragraphs: "The general meeting shall be announced at least twenty days before the date of th
Slide 80: Formal amendments to the articles of incorporation
Annual General Meeting 2023 of Cicor Technologies Ltd. 10 Formal amendments to the articles of incorporation " Article 17: replace the numbers 1 through 8 by the following numbers 1 through 12 of paragraph 5 of Article 17: 1) the modification of the corporate purpose; 2) the consolidation of shares;
Slide 81: Formal amendments to the articles of incorporation
Annual General Meeting 2023 of Cicor Technologies Ltd. 10 Formal amendments to the articles of incorporation 7) the limitation or cancellation of preferential subscription rights; 8) the transfer of the company's registered office; 9) 10) the change of currency of the share capital; a provision in t
Slide 82: Formal amendments to the articles of incorporation
Annual General Meeting 2023 of Cicor Technologies Ltd. 10 Formal amendments to the articles of incorporation " Article 18: replace the numbers 1 through 4 by the following numbers 1 through 6 of paragraph 2 of Article 18: 1) the date, beginning and the end the type and the place of the general meeti
Slide 83: Formal amendments to the articles of incorporation
Annual General Meeting 2023 of Cicor Technologies Ltd. 10 Formal amendments to the articles of incorporation 5) declarations for which the shareholders request registration; 6) relevant technical problems arising during the conduct of the general meeting. and of the last paragraph of Article 18 by t
Slide 84: Formal amendments to the articles of incorporation
Annual General Meeting 2023 of Cicor Technologies Ltd. 10 Formal amendments to the articles of incorporation * Article 23: replace the last paragraph of Article 23 by the following text: "Decisions of the Board of Directors may also be taken in the form of a written approval of a proposal or an appr
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Cicor Technologies — Shareholder Meeting (April 2023) on 6ix