¹  The dividend payment is based on the issued share capital as per 31 December 2013. No distribution will be made for treasury shares held by Georg Fischer Ltd.

The Board of Directors will propose to the Annual Shareholders’ Meeting of 19 March 2014 to carry forward retained earnings as of 31 December 2013 to new account and to pay out a dividend of CHF 7 per registered share free of 35% withholding tax out of reserves from capital contributions. In addition, the Board of Directors will propose to the Annual Shareholders’ Meeting a par value reduction of CHF 9 to CHF 1 per registered share. A profit distribution of CHF 16 will be proposed to the Annual Shareholders’ Meeting.

In the previous year, a dividend of CHF 15 per registered share free of 35% withholding tax was paid out of reserves from capital contributions according to the decision taken by the Annual Shareholders’ Meeting of 20 March 2013.

Schaffhausen, 14 February 2014

For the Board of Directors
The Chairman

As statutory auditor, we have audited the financial statements of Georg Fischer Ltd, which comprise the balance sheet, income statement, statement of changes in equity and notes (pages 109 to 118), for the year ended 31 December 2013. 

The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing 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.

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 material 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 presentation 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. 

In our opinion, the financial statements for the year ended 31 December 2013 comply with Swiss law and the Company’s articles of incorporation.

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

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 earnings and reserves from capital contributions complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved.

PricewaterhouseCoopers Ltd