Annual Report • Mar 16, 2018
Annual Report
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| 40 | 1 | EUR | |||||
|---|---|---|---|---|---|---|---|
| NAT. | Date of the deposition | No. 0435.604.729 |
pp. | E. | D. | C 1 | |
| ANNUAL ACCOUNTS AND OTHER DOCUMENTS TO BE DEPOSITED IN ACCORDANCE WITH THE COMPANIES CODE |
|||||||
| IDENTIFICATION | |||||||
| NAME: | MELEXIS NV | ||||||
| Legal form: PLC Address: ROZENDAALSTRAAT Nr.: 12 |
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| Postal Code: | 8900 | City: Ieper |
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| Country: | Belgium | ||||||
| Register of Legal Persons (RLP) - Office of the commercial court at: 1 Internet address : |
Gent, Division Ieper | ||||||
| Company number: | 0435.604.729 | ||||||
| DATE | 30/04/2012 publication of the partnership deed and the act changing the articles of association. |
of the deposition of the partnership deed OR of the most recent document mentioning the date of | |||||
| ANNUAL ACCOUNTS | IN EURO (2 decimals) | 2 | |||||
| ANNUAL ACCOUNTS approved by by the General Meeting of | 20/04/2018 | ||||||
| concerning the financial year covering the period from | 01/01/2017 | till | 31/12/2017 | ||||
| Previous period from | 01/01/2016 | till | 31/12/2016 | ||||
| 3 The amounts of the previous financial year are are not identical to those which have been previously published. / |
Total number of pages deposited: Number of the pages of the standard form not deposited for not being of service: 74 6.1, 6.2.1, 6.2.2, 6.2.4, 6.2.5, 6.3.4, 6.3.5, 6.5.2, 6.7.2, 6.8, 6.14, 6.17, 6.20, 9
Signature (name and position) FRANÇOISE CHOMBAR
Signature (name and position)
Optional statement. 1
If necessary, adjust the unit and currency in which the amounts are expressed 2
COMPLETE LIST WITH name, first name, profession, residence-address (address, number, postal code, municipality) and position with the enterprise
Title : President of the board of directors Mandate : 22/04/2014- 20/04/2018 E. Van Steenbergenlaan 52, 2100 Deurne (Antwerpen), Belgium
Title : Delegated director Mandate : 22/04/2014- 20/04/2018 Boektlaan 14, 3550 Heusden-Zolder, Belgium
Title : Director Mandate : 22/04/2013- 20/04/2021 185-0003 Kokubunji, Tokura 4-19, box 17 Tokyo, Japan
Title : Director Kerseleerveld 10, 2820 Bonheiden, Belgium
Mandate : 22/04/2013- 20/04/2021
Represented by:
1.
Claes Jenny Kerseleerveld 10 , 2820 Bonheiden, Belgium
Title : Director Mandate : 22/04/2014- 20/04/2018 Marie Popelinlaan 1, 3001 Heverlee, Belgium
Title : Auditor, Membership number : B00009 Mandate : 20/04/2018- 20/04/2021 Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium
Represented by:
Van Grieken Sofie Vennoot, Membership number : A02255 Gen. Lemanstraat 67 , 2018 Antwerpen 1, Belgium 1.
The managing board declares that the assignment neither regarding auditing nor adjusting has been given to a person who was not authorised by law pursuant to art. 34 and 37 of the Law of 22nd April 1999 concerning the auditing and tax professions.
Yes / No Have the annual accounts been audited or adjusted by an external accountant or auditor who is not an statutory auditor ?
If YES, mention here after: name, first names, profession, residence-address of each external accountant or auditor, the number of membership with the professional Institute ad hoc and the nature of this engagement:
If the assignment mentioned either under A or B is performed by authorised accountants or authorised accountants-tax consultants, information will be given on: name, first names, profession and residence-address of each authorised accountant or accountant-tax consultant, his number of membership with the Professional Institute of Accountants and Tax consultants and the nature of this engagement.
| Name, first name, profession, residence-address | Number of membership |
Nature of the engagement (A, B, C and/or D) |
|---|---|---|
* Delete where appropriate.
** Optional disclosure.
| Notes | Codes | Period | Previous period | |
|---|---|---|---|---|
| ASSETS | ||||
| FORMATION EXPENSES |
6.1 | 20 | ||
FIXED ASSETS |
21/28 | 697.264.954,24 | 688.034.659,23 | |
Intangible fixed assets |
6.2 | 21 | 581.092,73 | 686.937,59 |
Tangible fixed assets |
6.3 | 22/27 | 41.356.379,18 | 32.003.275,46 |
| Land and buildings | 22 | 11.422.580,91 | 12.024.131,85 | |
| Plant, machinery and equipment | 23 | 28.190.708,07 | 18.714.548,58 | |
| Furniture and vehicles | 24 | 1.034.968,80 | 959.261,92 | |
| Leasing and other rights | 25 | |||
| Other tangible fixed assets | 26 | |||
| Tangible assets under construction and advance payments made |
27 | 708.121,40 | 305.333,11 | |
| 6.4 / | ||||
| Financial fixed assets |
6.5.1 | 28 | 655.327.482,33 | 655.344.446,18 |
Affiliated enterprises |
6.15 | 280/1 | 655.277.803,19 | 655.277.803,19 |
| Participating interests | 280 | 655.277.803,19 | 655.277.803,19 | |
| Amounts receivable | 281 | |||
| Other enterprises linked by participating interests | 6.15 | 282/3 | 6.100,00 | |
| Participating interests | 282 | 6.100,00 | ||
| Amounts receivable | 283 | |||
| Other financial assets | 284/8 | 49.679,14 | 60.542,99 | |
| Shares | 284 | |||
| Amounts receivable and cash guarantees | 285/8 | 49.679,14 | 60.542,99 | |
| Notes | Codes | Period | Previous period | |
|---|---|---|---|---|
CURRENT ASSETS |
29/58 | 3.790.687,46 | 2.487.234,60 | |
Amounts receivable after more than one year |
29 | 3.000,01 | 3.000,00 | |
Trade debtors |
290 | |||
| Other amounts receivable |
291 | 3.000,01 | 3.000,00 | |
Stocks and contracts in progress |
3 | |||
Stocks |
30/36 | |||
| Raw materials and consumables | 30/31 | |||
| Work in progress | 32 | |||
| Finished goods | 33 | |||
| Goods purchased for resale | 34 | |||
| Immovable property intended for sale | 35 | |||
| Advance payments | 36 | |||
| Contracts in progress | 37 | |||
| Amounts receivable within one year |
40/41 | 397.575,48 | 381.503,71 | |
Trade debtors |
40 | 61.085,78 | 1.197,74 | |
| Other amounts receivable | 41 | 336.489,70 | 380.305,97 | |
| Current investments |
6.5.1 / | 50/53 | 271.376,43 | 271.376,43 |
Own shares |
6.6 | 50 | 21.376,43 | 21.376,43 |
| Other investments and deposits | 51/53 | 250.000,00 | 250.000,00 | |
| Cash at bank and in hand |
54/58 | 617.616,54 | 267.597,10 | |
Deferred charges and accrued income |
6.6 | 490/1 | 2.501.119,00 | 1.563.757,36 |
TOTAL ASSETS |
20/58 | 701.055.641,70 | 690.521.893,83 |
| Notes | Codes | Period | Previous period | |
|---|---|---|---|---|
| EQUITY AND LIABILITIES | ||||
| EQUITY |
10/15 | 210.973.167,03 | 286.453.726,99 | |
Capital |
6.7.1 | 10 | 564.814,10 | 564.814,10 |
Issued capital |
100 | 564.814,10 | 564.814,10 | |
| 4 Uncalled capital |
101 | |||
| Share premium account |
11 | |||
| Revaluation surpluses | 12 | |||
Reserves |
13 | 91.640,65 | 87.892,13 | |
Legal reserve |
130 | 56.519,70 | 56.519,70 | |
| Reserves not available | 131 | 35.120,95 | 31.372,43 | |
| In respect of own shares held | 1310 | 35.120,95 | 31.372,43 | |
| Others | 1311 | |||
| Untaxed reserves | 132 | |||
| Available reserves | 133 | |||
| Accumulated profits (losses) (+)/(-) |
14 | 209.966.473,47 | 285.427.940,31 | |
| Investment grants |
15 | 350.238,81 | 373.080,45 | |
Advance to associates on the sharing 5 out of the assets |
19 | |||
| PROVISIONS AND DEFERRED TAXES | 16 | |||
Provisions for liabilities and charges |
160/5 | |||
Pensions and similar obligations |
160 | |||
Taxation |
161 | |||
| Major repairs and maintenance | 162 | |||
| Environmental liabilities | 163 | |||
| Other risks and costs | 6.8 | 164/5 | ||
| Deferred taxes |
168 |
4 Amount to be deducted from the issued capital.
5 Amount to be deducted from the other components of equity.
| Notes | Codes | Period | Previous period | |
|---|---|---|---|---|
| AMOUNTS PAYABLE |
17/49 | 490.082.474,67 | 404.068.166,84 | |
Amounts payable after more than one year |
6.9 | 17 | ||
Financial debts |
170/4 | |||
Subordinated loans |
170 | |||
| Unsubordinated debentures | 171 | |||
| Leasing and other similar obligations | 172 | |||
| Credit institutions | 173 | |||
| Other loans | 174 | |||
| Trade debts | 175 | |||
| Suppliers | 1750 | |||
| Bills of exchange payable | 1751 | |||
| Advances received on contracts in progress | 176 | |||
| Other amounts payable | 178/9 | |||
| Amounts payable within one year | 6.9 | 42/48 | 488.311.096,73 | 402.567.137,16 |
Current portion of amounts payable after more than one year falling due within one year |
42 | 3.928,79 | ||
| Financial debts | 43 | |||
| Credit institutions | 430/8 | |||
| Other loans | 439 | |||
| Trade debts | 44 | 6.090.758,45 | 1.862.636,79 | |
| Suppliers | 440/4 | 6.090.758,45 | 1.862.636,79 | |
| Bills of exchange payable | 441 | |||
| Advances received on contracts in progress | 46 | |||
| Taxes, remuneration and social security | 6.9 | 45 | 3.753.773,58 | 4.189.278,66 |
| Taxes | 450/3 | 1.329.367,31 | 2.236.883,59 | |
| Remuneration and social security | 454/9 | 2.424.406,27 | 1.952.395,07 | |
| Other amounts payable | 47/48 | 478.462.635,91 | 396.515.221,71 | |
| Accrued charges and deferred income |
6.9 | 492/3 | 1.771.377,94 | 1.501.029,68 |
TOTAL LIABILITIES |
10/49 | 701.055.641,70 | 690.521.893,83 |
| Notes | Codes | Period | Previous period | |
|---|---|---|---|---|
| Operating income and charges |
70/76A | 54.549.719,99 | 47.147.253,33 | |
Turnover |
6.10 | 70 | 53.505.544,96 | 46.343.790,19 |
| Increase (decrease) in stocks of finished goods, work and contracts in progress (+)/(-) |
71 | |||
| Own construction capitalised | 72 | |||
| Other operating income | 6.10 | 74 | 1.044.175,03 | 803.463,14 |
| Non-recurring operating income | 6.12 | 76A | ||
| Operating charges |
60/66A | 42.832.661,47 | 34.995.401,91 | |
Raw materials, consumables |
60 | |||
| Purchases | 600/8 | |||
| Decrease (increase) in stocks (+)/(-) | 609 | |||
| Services and other goods | 61 | 18.544.903,01 | 14.417.406,10 | |
| Remuneration, social security costs and pensions (+)/(-) | 6.10 | 62 | 15.431.519,11 | 13.468.662,66 |
| Depreciation of and amounts written off formation expenses, intangible and tangible fixed assets |
630 | 8.576.169,05 | 6.975.228,42 | |
| Increase, Decrease in amounts written off stocks contracts in progress and trade debtors: Appropriations (write-backs) (+)/(-) |
631/4 | |||
| Provisions for risks and charges - Appropriations (uses and write-backs) (+)/(-) |
6.10 | 635/8 | ||
| Other operating charges | 6.10 | 640/8 | 280.070,30 | 134.104,73 |
| Operation charges carried to assets as restructuring costs (-) |
649 | |||
| Non-recurring operating charges | 6.12 | 66A | ||
| Operating profit (loss) (+)/(-) |
9901 | 11.717.058,52 | 12.151.851,42 |
| Notes | Codes | Period | Previous period | |
|---|---|---|---|---|
| Financial income |
75/76B | 2.472.438,17 | 48.894,87 | |
Recurring financial income |
75 | 282.538,17 | 48.894,87 | |
| Income from financial fixed assets | 750 | |||
| Income from current assets | 751 | 2.075,80 | 1.512,57 | |
| Other financial income | 6.11 | 752/9 | 280.462,37 | 47.382,30 |
| Non-recurring financial income | 6.12 | 76B | 2.189.900,00 | |
| Financial charges |
6.11 | 65/66B | 5.033.416,25 | 4.323.469,04 |
Recurring financial charges |
65 | 5.033.416,25 | 4.323.469,04 | |
Debt charges |
650 | 4.974.017,44 | 4.242.949,57 | |
| Amounts written down on current assets except stocks, contracts in progress and trade debtors (+)/(-) |
651 | |||
| Other financial charges | 652/9 | 59.398,81 | 80.519,47 | |
| Non recurring financial charges | 6.12 | 66B | ||
| Profit (loss) for the period before taxes (+)/(-) |
9903 | 9.156.080,44 | 7.877.277,25 | |
| Transfer from postponed taxes | 780 | |||
Transfer to postponed taxes |
680 | |||
Income taxes (+)/(-) |
6.13 | 67/77 | -222.452,75 | 2.234.281,10 |
| Income taxes | 670/3 | 120.315,88 | 2.234.281,10 | |
| Adjustment of income taxes and write-back of tax provisions |
77 | 342.768,63 | ||
| Profit (loss) for the period (+)/(-) |
9904 | 9.378.533,19 | 5.642.996,15 | |
| Transfer from untaxed reserves | 789 | |||
Transfer to untaxed reserves |
689 | |||
Profit (loss) for the period available for appropriation (+)/(-) |
9905 | 9.378.533,19 | 5.642.996,15 |
| 9906 | |
|---|---|
| (9905) | 9.378.533,19 |
| 14P | 285.427.940,31 |
| 791/2 | |
| 791 | |
| 792 | |
| 691/2 | |
| 691 | |
| 6920 | |
| 6921 | 3.748,52 |
| (14) | |
| 794 | |
| 694/7 | |
| 694 | 84.836.251,51 |
| 695 | |
| 696 | |
| 697 | |
| Codes | Period | Previous period |
|---|---|---|
| 9906 | 294.806.473,50 | 366.227.940,31 |
| (9905) | 9.378.533,19 | 5.642.996,15 |
| 14P | 285.427.940,31 | 360.584.944,16 |
| 791/2 | ||
| 791 | ||
| 792 | ||
| 691/2 | 3.748,52 | 3.570,00 |
| 691 | ||
| 6920 | ||
| 6921 | 3.748,52 | 3.570,00 |
| (14) | 209.966.473,47 | 285.427.940,31 |
| 794 | ||
| 694/7 | 84.836.251,51 | 80.796.430,00 |
| 694 | 84.836.251,51 | 80.796.430,00 |
| 695 | ||
| 696 | ||
| 697 |
| Codes | Period | Previous period | |
|---|---|---|---|
| CONCESSIONS, PATENTS, LICENCES, KNOWHOW, BRANDS AND SIMILAR RIGHTS |
|||
| Acquisition value at the end of the period | 8052P | xxxxxxxxxxxxxxx | 3.577.701,42 |
Movements during the period |
|||
| Acquisitions, including produced fixed assets | 8022 | 118.323,93 | |
| Sales and disposals | 8032 | ||
| Transfers from one heading to another (+)/(-) | 8042 | ||
| Acquisition value at the end of the period | 8052 | 3.696.025,35 | |
Depreciation and amounts written down at the end of the period |
8122P | xxxxxxxxxxxxxxx | 2.890.763,83 |
Movements during the period |
|||
Recorded |
8072 | 224.168,79 | |
Written back |
8082 | ||
| Acquisitions from third parties | 8092 | ||
| Cancelled owing to sales and disposals | 8102 | ||
| Transfers from one heading to another (+)/(-) | 8112 | ||
| Depreciation and amounts written down at the end of the period | 8122 | 3.114.932,62 | |
NET BOOK VALUE AT THE END OF THE PERIOD |
211 | 581.092,73 |
| Codes | Period | Previous period | |
|---|---|---|---|
| LAND AND BUILDINGS | |||
| Acquisition value at the end of the period |
8191P | xxxxxxxxxxxxxxx | 16.870.002,55 |
Movements during the period |
|||
| Acquisitions, including produced fixed assets | 8161 | 202.119,43 | |
| Sales and disposals | 8171 | ||
| Transfers from one heading to another (+)/(-) | 8181 | ||
| Acquisition value at the end of the period | 8191 | 17.072.121,98 | |
Revaluation surpluses at the end of the period |
8251P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8211 | ||
| Acquisitions from third parties | 8221 | ||
| Cancelled | 8231 | ||
| Transfers from one heading to another (+)/(-) | 8241 | ||
| Revaluation surpluses at the end of the period |
8251 | ||
| Depreciation and amounts written down at the end of the period | 8321P | xxxxxxxxxxxxxxx | 4.845.870,70 |
| Movements during the period | |||
| Recorded | 8271 | 803.670,37 | |
| Written back | 8281 | ||
| Acquisitions from third parties | 8291 | ||
| Cancelled owing to sales and disposals | 8301 | ||
| Transfers from one heading to another (+)/(-) | 8311 | ||
| Depreciation and amounts written down at the end of the period | 8321 | 5.649.541,07 | |
NET BOOK VALUE AT THE END OF THE PERIOD |
(22) | 11.422.580,91 |
| Codes | Period | Previous period | |
|---|---|---|---|
| PLANT, MACHINERY AND EQUIPMENT | |||
| Acquisition value at the end of the period |
8192P | xxxxxxxxxxxxxxx | 80.901.034,29 |
Movements during the period |
|||
| Acquisitions, including produced fixed assets | 8162 | 17.822.641,11 | |
| Sales and disposals | 8172 | 2.164.240,38 | |
| Transfers from one heading to another (+)/(-) | 8182 | ||
| Acquisition value at the end of the period | 8192 | 96.559.435,02 | |
Revaluation surpluses at the end of the period |
8252P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8212 | ||
| Acquisitions from third parties | 8222 | ||
| Cancelled | 8232 | ||
| Transfers from one heading to another (+)/(-) | 8242 | ||
| Revaluation surpluses at the end of the period |
8252 | ||
| Depreciation and amounts written down at the end of the period | 8322P | xxxxxxxxxxxxxxx | 62.186.485,71 |
| Movements during the period | |||
| Recorded | 8272 | 7.133.953,15 | |
| Written back | 8282 | ||
| Acquisitions from third parties | 8292 | ||
| Cancelled owing to sales and disposals | 8302 | 951.711,91 | |
| Transfers from one heading to another (+)/(-) | 8312 | ||
| Depreciation and amounts written down at the end of the period | 8322 | 68.368.726,95 | |
NET BOOK VALUE AT THE END OF THE PERIOD |
(23) | 28.190.708,07 |
| Codes | Period | Previous period | |
|---|---|---|---|
| FURNITURE AND VEHICLES | |||
| Acquisition value at the end of the period |
8193P | xxxxxxxxxxxxxxx | 3.496.241,81 |
| Movements during the period | |||
| Acquisitions, including produced fixed assets | 8163 | 488.403,99 | |
| Sales and disposals | 8173 | 16.130,37 | |
| Transfers from one heading to another (+)/(-) | 8183 | ||
| Acquisition value at the end of the period | 8193 | 3.968.515,43 | |
Revaluation surpluses at the end of the period |
8253P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8213 | ||
| Acquisitions from third parties | 8223 | ||
| Cancelled | 8233 | ||
| Transfers from one heading to another (+)/(-) | 8243 | ||
| Revaluation surpluses at the end of the period |
8253 | ||
| Depreciation and amounts written down at the end of the period | 8323P | xxxxxxxxxxxxxxx | 2.536.979,89 |
| Movements during the period | |||
| Recorded | 8273 | 414.376,74 | |
| Written back | 8283 | ||
| Acquisitions from third parties | 8293 | ||
| Cancelled owing to sales and disposals | 8303 | 17.810,00 | |
| Transfers from one heading to another (+)/(-) | 8313 | ||
| Depreciation and amounts written down at the end of the period | 8323 | 2.933.546,63 | |
NET BOOK VALUE AT THE END OF THE PERIOD |
(24) | 1.034.968,80 |
| Codes | Period | Previous period | |
|---|---|---|---|
| ASSETS UNDER CONSTRUCTION AND ADVANCED PAYMENTS | |||
| Acquisition value at the end of the period |
8196P | xxxxxxxxxxxxxxx | 305.333,11 |
Movements during the period |
|||
| Acquisitions, including produced fixed assets | 8166 | 402.788,29 | |
| Sales and disposals | 8176 | ||
| Transfers from one heading to another (+)/(-) | 8186 | ||
| Acquisition value at the end of the period | 8196 | 708.121,40 | |
Revaluation surpluses at the end of the period |
8256P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8216 | ||
| Acquisitions from third parties | 8226 | ||
| Cancelled | 8236 | ||
| Transfers from one heading to another (+)/(-) | 8246 | ||
| Revaluation surpluses at the end of the period | 8256 | ||
| Depreciation and amounts written down at the end of the period | 8326P | xxxxxxxxxxxxxxx | |
| Movements during the period | |||
| Recorded | 8276 | ||
| Written back | 8286 | ||
| Acquisitions from third parties | 8296 | ||
| Cancelled owing to sales and disposals | 8306 | ||
| Transfers from one heading to another (+)/(-) | 8316 | ||
| Depreciation and amounts written down at the end of the period | 8326 | ||
NET BOOK VALUE AT THE END OF THE PERIOD |
(27) | 708.121,40 |
| Codes | Period | Previous period | |
|---|---|---|---|
| AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND SHARES |
|||
| Acquisition value at the end of the period |
8391P | xxxxxxxxxxxxxxx | 660.699.511,31 |
Movements during the period |
|||
| Acquisitions, including produced fixed assets | 8361 | ||
| Sales and disposals | 8371 | 750.000,00 | |
| Transfers from one heading to another (+)/(-) | 8381 | ||
| Acquisition value at the end of the period | 8391 | 659.949.511,31 | |
Revaluation surpluses at the end of the period |
8451P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8411 | ||
| Acquisitions from third parties | 8421 | ||
| Cancelled | 8431 | ||
| Transfers from one heading to another (+)/(-) | 8441 | ||
| Revaluation surpluses at the end of the period |
8451 | ||
| Amounts written down at the end of the period |
8521P | xxxxxxxxxxxxxxx | 5.421.708,12 |
Movements during the period |
|||
| Recorded | 8471 | ||
| Written back | 8481 | ||
| Acquisitions from third parties | 8491 | ||
| Cancelled owing to sales and disposals | 8501 | 750.000,00 | |
| Transfers from one heading to another (+)/(-) | 8511 | ||
| Amounts written down at the end of the period |
8521 | 4.671.708,12 | |
Uncalled amounts at the end of the period |
8551P | xxxxxxxxxxxxxxx | |
Movements during the period (+)/(-) |
8541 | ||
| Uncalled amounts at the end of the period | 8551 | ||
NET BOOK VALUE AT THE END OF THE PERIOD |
(280) | 655.277.803,19 | |
AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE |
|||
| NET BOOK VALUE AT THE END OF THE PERIOD |
281P | xxxxxxxxxxxxxxx | |
| Movements during the period |
|||
| Additions | 8581 | ||
| Repayments | 8591 | ||
| Amounts written down | 8601 | ||
| Amounts written back | 8611 | ||
| Exchange differences (+)/(-) | 8621 | ||
| Other (+)/(-) | 8631 | ||
| NET BOOK VALUE AT THE END OF THE PERIOD |
(281) | ||
| ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS RECEIVABLE AT THE END OF THE PERIOD |
8651 |
| Codes | Period | Vorig boekjaar | |
|---|---|---|---|
| ENTERPRISES LINKED BY A PARTICIPATING INTEREST - PARTICIPATING INTERESTS AND SHARES |
|||
| Acquisition value at the end of the period |
8392P | xxxxxxxxxxxxxxx | 6.100,00 |
Movements during the period |
|||
| Acquisitions, including produced fixed assets | 8362 | ||
| Sales and disposals | 8372 | 6.100,00 | |
| Transfers from one heading to another (+)/(-) | 8382 | ||
| Acquisition value at the end of the period | 8392 | ||
Revaluation surpluses at the end of the period |
8452P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8412 | ||
| Acquisitions from third parties | 8422 | ||
| Cancelled | 8432 | ||
| Transfers from one heading to another (+)/(-) | 8442 | ||
| Revaluation surpluses at the end of the period | 8452 | ||
| Amounts written down at the end of the period |
8522P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8472 | ||
| Written back | 8482 | ||
| Acquisitions from third parties | 8492 | ||
| Cancelled owing to sales and disposals | 8502 | ||
| Transfers from one heading to another (+)/(-) | 8512 | ||
| Amounts written down at the end of the period | 8522 | ||
Uncalled amounts at the end of the period |
8552P | xxxxxxxxxxxxxxx | |
Movements during the period (+)/(-) |
8542 | ||
| Uncalled amounts at the end of the period | 8552 | ||
NET BOOK VALUE AT THE END OF THE PERIOD |
(282) | ||
| ENTERPRISES LINKED BY A PARTICIPATING INTEREST - AMOUNTS RECEIVABLE |
|||
| NET BOOK VALUE AT THE END OF THE PERIOD | 283P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Additions | 8582 | ||
| Repayments | 8592 | ||
| Amounts written down | 8602 | ||
| Amounts written back | 8612 | ||
| Exchange differences (+)/(-) | 8622 | ||
| Other (+)/(-) | 8632 | ||
| NET BOOK VALUE AT THE END OF THE PERIOD | (283) | ||
ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS RECEIVABLE AT THE END OF THE PERIOD |
8652 |
| Codes | Period | Previous period | |
|---|---|---|---|
| OTHER ENTERPRISES - PARTICIPATING INTERESTS AND | |||
| SHARES | |||
| Acquisition value at the end of the period |
8393P | xxxxxxxxxxxxxxx | |
| Movements during the period | |||
| Acquisitions, including produced fixed assets | 8363 | ||
| Sales and disposals | 8373 | ||
| Transfers from one heading to another (+)/(-) | 8383 | ||
| Acquisition value at the end of the period | 8393 | ||
Revaluation surpluses at the end of the period |
8453P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8413 | ||
| Acquisitions from third parties | 8423 | ||
| Cancelled | 8433 | ||
| Transfers from one heading to another (+)/(-) | 8443 | ||
| Revaluation surpluses at the end of the period | 8453 | ||
Amounts written down at the end of the period |
8523P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8473 | ||
| Written back | 8483 | ||
| Acquisitions from third parties | 8493 | ||
| Cancelled owing to sales and disposals | 8503 | ||
| Transfers from one heading to another (+)/(-) | 8513 | ||
| Amounts written down at the end of the period | 8523 | ||
Uncalled amounts at the end of the period |
8553P | xxxxxxxxxxxxxxx | |
Movements during the period (+)/(-) |
8543 | ||
| Uncalled amounts at the end of the period | 8553 | ||
NET BOOK VALUE AT THE END OF THE PERIOD |
(284) | ||
OTHER ENTERPRISES - AMOUNTS RECEIVABLE |
|||
| NET BOOK VALUE AT THE END OF THE PERIOD | 285/8P | xxxxxxxxxxxxxxx | 60.542,99 |
Movements during the period |
|||
| Additions | 8583 | ||
| Repayments | 8593 | 10.863,85 | |
| Amounts written down | 8603 | ||
| Amounts written back | 8613 | ||
| Exchange differences (+)/(-) | 8623 | ||
| Other (+)/(-) | 8633 | ||
| NET BOOK VALUE AT THE END OF THE PERIOD | (285/8) | 49.679,14 | |
ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS RECEIVABLE AT THE END OF THE PERIOD |
8653 |
List of both enterprises in which the enterprise holds a participating interest (recorded in the headings 280 and 282 of assets) and other enterprises in which the enterprise holds rights (recorded in the headings 284 and 51/53 of assets) in the amount of at least 10% of the capital issued.
| NAME, full address of the REGISTERED | Shares held by | which annual accounts are available | Information from the most recent period for | |||||
|---|---|---|---|---|---|---|---|---|
| OFFICE and for the enterprise governed by |
directly | subsi diaries |
Primary | Mone | Capital and reserves | Net result | ||
| Belgian law, the COMPANY NUMBER | Nature | Number % |
% | financial statement |
tary unit |
(+) of (-) (in units) |
||
| Melexis Inc Trafalgar Sq 15 NH03063 Nashua United States of America |
kapitaalsaand elen |
100.000 | 100,00 | 0,00 | 31/12/2017 | USD | 9.363.659 | 607.924 |
| Melexis GMBH Haarbergstrasse 67 99097 Erfurt Germany |
kapitaalsaand elen |
3 | 100,00 | 0,00 | 31/12/2017 | EUR | 75.243.219 | 6.301.550 |
| Melexis Oekraine Politechni cheskayastreet 33 Kiev Ukraine |
kapitaalsaand elen |
0 | 100,00 | 0,00 | 31/12/2017 | UAH | 15.451.768 | 1.485.500 |
| Melexis Bulgaria LTD Samokovsko Shosse 2 1138 Sofia Bulgaria |
kapitaalsaand elen |
15.646 | 100,00 | 0,00 | 31/12/2017 | BGN | 31.635.979 | 2.690.150 |
| Melexis Sentron Baarerstrasse 73 6300 Zug Switzerland |
kapitaalaande len |
5.000 | 100,00 | 0,00 | 31/12/2017 | CHF | 701.720 | -5.090 |
| Melefin PLC Transportstraat 1 3980 Tessenderlo Belgium 0878.292.438 |
kapitaalsaand elen |
9.999 | 99,99 | 0,00 | 31/12/2017 | EUR | 113.705.635 | 2.453.813 |
| Melexis Technologies SA Chemin du Buchaux 38 2022 BEVAIX Switzerland |
gewone aandelen |
219.461 | 0,00 | 99,99 | 31/12/2017 | CHF | 238.595.735 | 6.485.360 |
| Melexis Japan FC Mizonokuchi Takatsu-ku 6-2-3 Kawasaki-shi, Kanagawa Japan |
kapitaalsaand elen |
1.000 | 100,00 | 0,00 | 31/12/2017 | JPY | 92.962.686 | 16.402.192 |
| Melexis Electronic Technology (Shanghai) Co., Ltd Zhang Yang Rd, Huadu Maison, verdiep 19 - kamer 838 200122 Pudong, Shanghai China |
kapitaalsaand elen |
0 | 100,00 | 0,00 | 31/12/2017 | CNY | 7.093.078 | 2.866.382 |
SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES
| NAME, full address of the REGISTERED | Shares held by | Information from the most recent period for which annual accounts are available |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| OFFICE and for the enterprise governed by |
directly | subsi diaries |
Primary | Mone | Capital and reserves | Net result | ||||||||||||
| Belgian law, the COMPANY NUMBER | Nature | Number | % | % | statement | financial | tary unit |
(+) of (-) (in units) |
||||||||||
| Melexis Technologies PLC Transportstraat 1 3980 Tessenderlo Belgium 0467.222.076 |
kapitaalsaand elen |
793.825 | 15,00 | 85,00 | 31/12/2017 | EUR | 571.644.145 | 58.471.065 | ||||||||||
| Melexis Switzerland SA Chemin du Buchaux 32 2022 Bevaix Switzerland |
gewone aandelen |
219.463 | 100,00 | 0,00 | 31/12/2017 | CHF | 550.593.288 | 42.408 | ||||||||||
| Melexis (Malaysia) Sdn Bhd Silicon Drive 1 93350 Kuching Malaysia |
gewone aandelen |
5.000.000 | 100,00 | 0,00 | 31/12/2017 | MYR | 7.136.585 | 2.472.398 | ||||||||||
| Melexis Dresden GmbH Zur Wetterwarte 50 01109 Dresden Germany |
gewone aandelen |
25.000 | 100,00 | 0,00 | 31/12/2017 | EUR | 192.006 | 129.833 |
| 250.000,00 | 250.000,00 |
|---|---|
| 250.000,00 | 250.000,00 |
Allocation of heading 490/1 of assets if the amount is significant.
Period test diensten 2.156.477,18 licenties 297.046,31 overige 47.595,51
| Codes | Period | Previous period | |
|---|---|---|---|
| STATEMENT OF CAPITAL | |||
| Social capital | |||
| Issued capital at the end of the period | 100P | XXXXXXXXXXXXXX | 564.814,10 |
| Issued capital at the end of the period | (100) | 564.814,10 | |
| Codes | Amounts | Number of shares | |
| Changes during the period | |||
| Structure of the capital Different categories of shares |
|||
| gewone aandelen zonder nominale waarde | 564.814,10 | 40.400.000 | |
| Registered shares | 8702 | XXXXXXXXXXXXXX | 21.990.766 |
| Shares dematerialized | 8703 | XXXXXXXXXXXXXX | 18.409.234 |
| Codes | Uncalled capital | Capital called, but not paid |
|
|---|---|---|---|
| Capital not paid | |||
| Uncalled capital | (101) | XXXXXXXXXXXXXX | |
| Capital called, but not paid | 8712 | XXXXXXXXXXXXXX | |
| Shareholders having yet to pay up in full | |||
| Codes | Period | |
|---|---|---|
| OWN SHARES | ||
| Held by the company itself | ||
| Amount of capital held |
8721 | 21.376,43 |
Number of shares held |
8722 | 1.785 |
Held by the subsidiaries |
||
| Amount of capital held |
8731 | 3.796.459,00 |
Number of shares held |
8732 | 344.356 |
| Commitments to issue shares | ||
| Owing to the exercise of conversion rights | ||
| Amount of outstanding convertible loans |
8740 | |
Amount of capital to be subscribed |
8741 | |
Corresponding maximum number of shares to be issued |
8742 | |
Owing to the exercise of subscription rights |
||
| Number of outstanding subscription rights |
8745 | |
Amount of capital to be subscribed |
8746 | |
Corresponding maximum number of shares to be issued |
8747 | |
Authorized capital, not issued |
8751 |
| Codes | Period | |
|---|---|---|
| Shared issued, not representing capital | ||
| Distribution | ||
| Number of shares held |
8761 | |
Number of voting rights attached thereto |
8762 | |
Allocation by shareholder |
||
| Number of shares held by the company itself |
8771 | |
Number of shares held by its subsidairies |
8781 | |
| Codes | Period | |
|---|---|---|
| AMOUNTS PAYABLE GUARANTEED (headings 17 and 42/48 of liabilities) |
||
| Amounts payable guaranteed by Belgian public authorities | ||
| Financial debts | 8921 | |
| Subordinated loans | 8931 | |
| Unsubordinated debentures | 8941 | |
| Leasing and other similar obligations | 8951 | |
| Credit institutions | 8961 | |
| Other loans | 8971 | |
| Trade debts | 8981 | |
| Suppliers ……………………………………………………………………………………………… | 8991 | |
| Bills of exchange payable | 9001 | |
| Advance payments received on contracts in progress | 9011 | |
| Remuneration and social security | 9021 | |
| Other amounts payable | 9051 | |
| Total amounts payable guaranteed by Belgian public authorities | 9061 | |
| Amounts payable guaranteed by real guarantees given or irrevocably promised by the enterprise on its own assets |
||
| Financial debts | 8922 | |
| Subordinated loans ……………………………………………………………………………………………… | 8932 | |
| Unsubordinated debentures | 8942 | |
| Leasing and other similar obligations | 8952 | |
| Credit institutions | 8962 | |
| Other loans | 8972 | |
| Trade debts | 8982 | |
| Suppliers | 8992 | |
| Bills of exchange payable | 9002 | |
| Advance payments received on contracts in progress | 9012 | |
| Taxes, remuneration and social security | 9022 | |
| Taxes ……………………………………………………………………………………………… | 9032 | |
| Remuneration and social security | 9042 | |
| Other amounts payable | 9052 | |
| Total amounts payable guaranteed by real guarantees given or irrevocably promised by the enterprise on its own assets |
9062 |
| Codes | Period | |
|---|---|---|
| AMOUNTS PAYABLE FOR TAXES, REMUNERATION AND SOCIAL SECURITY | ||
| Taxes (headings 450/3 and 178/9 of the liabilities) | ||
| Expired taxes payable | 9072 | 1.329.367.31 |
| Non expired taxes payable | 9073 | |
| Estimated taxes payable | 450 | |
| Remuneration and social security (headings 454/9 and 178/9 of the liabilities) | ||
| Amount due to the National Office of Social Security | 9076 | 2.424.406.27 |
| Other amounts payable relating to remuneration and social security | 9077 |
| Nr. | 0435.604.729 | C 6.9 | |
|---|---|---|---|
| Period | |||
| ACCRUED CHARGES AND DEFERRED INCOME | |||
| Allocation of heading 492/3 of liabilities if the amount is significant | |||
| provisie intresten | 1.254.495,21 | ||
| managementvergoedingen | 185.500,00 | ||
| HR diensten | 12.000,00 | ||
| IT diensten | 61.808,87 | ||
| Financiele diensten | 48.455,99 | ||
| Onroerende voorheffing | 35.000,00 | ||
| Verzekering | 32.000,00 | ||
| Elektriciteit | 50.000,00 | ||
| Overige | 92.117,87 |
| Codes | Period | Previous period | |
|---|---|---|---|
| OPERATING INCOME | |||
| Net turnover | |||
| Broken down by categories of activity | |||
| Ontwikkeling en productie van halfgeleiders | 53.505.544,96 | 46.343.790,19 | |
| Allocation into geographical markets | |||
| Europa | 53.505.544,96 | 46.343.790,19 | |
| Other operating income | |||
| Operating subsidies and compensatory amounts received from public authorities |
740 | ||
| OPERATING COSTS | |||
| Employees for whom the company has submitted a DIMONA declaration or are recorded in the general personnel register |
|||
| Total number at the closing date | 9086 | 216 | 210 |
| Average number of employees calculated in full-time equivalents | 9087 | 198,1 | 195,7 |
| Number of actual worked hours | 9088 | 287.496 | 300.851 |
| Personnel costs | |||
| Remuneration and direct social benefits | 620 | 10.965.817,10 | 9.267.482,71 |
| Employers' social security contributions | 621 | 3.385.453,71 | 3.105.311,49 |
| Employers' premiums for extra statutory insurances | 622 | 326.454,46 | 246.972,52 |
| Other personnel costs | 623 | 615.197,52 | 729.860,74 |
| Old-age and widows' pensions | 624 | 138.596,32 | 119.035,20 |
| Codes | Period | Previous period | |
|---|---|---|---|
| Provisions for pensions | |||
| Additions (uses and write-back) (+)/(-) | 635 | ||
| Amounts written off | |||
| Stocks and contracts in progress | |||
| Recorded | 9110 | ||
| Written back | 9111 | ||
| Trade debtors | |||
| Recorded | 9112 | ||
| Written back | 9113 | ||
| Provisions for risks and charges | |||
| Additions | 9115 | ||
| Uses and write-back | 9116 | ||
| Other operating charges | |||
| Taxes related to operation | 640 | 268.582,77 | 101.589,33 |
| Other charges | 641/8 | 11.487,53 | 32.515,40 |
| Hired temporary staff and persons placed at the enterprise's disposal |
|||
| Total number at the closing date | 9096 | ||
| Average number calculated as full-time equivalents | 9097 | 40,3 | 22,6 |
| Number of actual worked hours | 9098 | 71.601 | 42.782 |
| Charges to the enterprise | 617 | 2.348.991,43 | 1.417.432,94 |
| Codes | Period | Previous period | |
|---|---|---|---|
| RECURRING FINANCIAL INCOME | |||
| Other financial income | |||
| Subsidies granted by public authorities and recorded as income for the period |
|||
| Capital subsidies | 9125 | 22.841,64 | 22.841,64 |
| Interest subsidies |
9126 | ||
| Allocation of other financial income | |||
| koersverschillen | 257.620,73 | 24.540,66 | |
| RECURRING FINANCIAL CHARGES | |||
| Depreciation of loan issue expenses |
6501 | ||
Capitalized Interests |
6503 | ||
Amounts written off current assets |
|||
| Recorded | 6510 | ||
| Written back | 6511 | ||
| Other financial charges | |||
| Amount of the discount borne by the enterprise, as a result of negotiating amounts receivable |
653 | ||
| Provisions of a financial nature | |||
| Appropriations | 6560 | ||
| Uses and write-backs | 6561 | ||
| Allocation of other financial charges | |||
| koersverschillen | 59.398,81 | 80.519,47 |
| Codes | Period | Previous period | |
|---|---|---|---|
| NON-RECURRING INCOME |
76 | 2.189.900,00 | |
| Non-recurring operating income |
(76A) | ||
Write-back of depreciation and of amounts written off intangible and tangible fixed assets |
760 | ||
| Write-back of provisions for extraordinary operating liabilities and charges |
7620 | ||
| Capital gains on disposal of intangible and tangible fixed asset | 7630 | ||
| Other non-recurring operating income | 764/8 | ||
| Non-recurring financial income |
(76B) | 2.189.900,00 | |
Write-back of amounts written down financial fixed assets |
761 | ||
| Write-back of provisions for extraordinary financial liabilities and charges |
7621 | ||
| Capital gains on disposal of financial fixed assets | 7631 | 2.189.900,00 | |
Other non-recurring financial income |
769 | ||
| NON-RECURRING EXPENSES |
66 | ||
Non-recurring operating charges |
(66A) | ||
Non-recurring depreciation of and amounts written off formation expenses, intangible and tangible fixed assets |
660 | ||
| Provisions for extraordinary operating liabilities and charges: Appropriations (uses) (+)/(-) |
6620 | ||
| Capital losses on disposal of intangible and tangible fixed assets | 6630 | ||
| Other non-recurring operating charges | 664/7 | ||
| Non-recurring operating charges carried to assets as restructuring costs (-) |
6690 | ||
| Non-recurring financial charges |
(66B) | ||
Amounts written off financial fixed assets |
661 | ||
| Provisions for extraordinary financial liabilities and charges - Appropriations (uses) (+)/(-) |
6621 | ||
| Capital losses on disposal of financial fixed assets | 6631 | ||
| Other non-recurring financial charges | 668 | ||
| Non-recurring financial charges carried to assets as restructuring costs (-) |
6691 |
| Codes | Period | |
|---|---|---|
| INCOME TAXES | ||
| Income taxes on the result of the period |
9134 | 120.315,88 |
Income taxes paid and withholding taxes due or paid |
9135 | 120.315,88 |
| Excess of income tax prepayments and withholding taxes paid recorded under assets | 9136 | |
| Estimated additional taxes | 9137 | |
| Income taxes on the result of prior periods |
9138 | |
Additional income taxes due or paid |
9139 | |
| Additional income taxes estimated or provided for | 9140 | |
| In so far as taxes of the period are materially affected by differences between the profit before taxes as stated in annual accounts and the estimated taxable profit |
||
| Octrooi-aftrek | -5.976.578,81 | |
| Verworpen uitgaven | 580.000,00 | |
| Meerwaarden op aandelen | -2.189.900,00 | |
| Niet-belastbare subsidies | -55.039,96 | |
| Afwaardering deelneming Melexis Nederland - ontbinding | -750.000,00 | |
Impact of non recurring results on the amount of the income taxes relating to the current period
| Codes | Period | |
|---|---|---|
| Status of deferred taxes | ||
| Deferred taxes representing assets | 9141 | |
| Accumulated tax losses deductible from future taxable profits | 9142 | |
| Other deferred taxes representing assets Investeringsaftrek |
680.000,00 | |
| Passieve latenties | 9144 | |
| Allocation of deferred taxes representing liabilities | ||
| Codes | Period | Previous period | |
|---|---|---|---|
| VALUE ADDED TAXES AND OTHER TAXES BORNE BY THIRD PARTIES |
|||
| Value added taxes charged | |||
| To the enterprise (deductible) | 9145 | 5.791.413,32 | 4.511.077,88 |
| By the enterprise | 9146 | 13.276.065,04 | 10.950.852,31 |
| Amounts withheld on behalf of third party | |||
| For payroll withholding taxes | 9147 | 1.799.564,26 | 1.573.492,67 |
| For withholding taxes on investment income | 9148 | 7.313.988,24 | 5.860.181,93 |
Period
| Codes | Period | Previous period | |
|---|---|---|---|
| AFFILIATED ENTERPRISES | |||
| Financial fixed assets | (280/1) | 655.277.803,19 | 655.277.803,19 |
| Participating interests | (280) | 655.277.803,19 | 655.277.803,19 |
| Subordinated amounts receivable | 9271 | ||
| Other amounts receivable | 9281 | ||
| Amounts receivable | 9291 | ||
| Over one year | 9301 | ||
| Within one year | 9311 | ||
| Current investments | 9321 | ||
| Shares | 9331 | ||
| Amounts receivable | 9341 | ||
| Amounts payable | 9351 | 446.133.351,36 | 368.225.705,95 |
| Over one year | 9361 | ||
| Within one year | 9371 | 446.133.351,36 | 368.225.705,95 |
| Personal and real guarantees | |||
| Provided or irrevocably promised by the enterprise as security for debts or commitments of affiliated enterprises |
9381 | ||
| Provided or irrevocably promised by affiliated enterprises as security for debts or commitments of the enterprise |
9391 | ||
| Other significant financial commitments | 9401 | ||
| Financial results | |||
| Income from financial fixed assets | 9421 | ||
| Income from current assets | 9431 | 1.496,46 | |
| Other financial income | 9441 | ||
| Debt charges | 9461 | 4.963.804,29 | 4.236.983,88 |
| Other financial charges | 9471 | ||
| Disposal of fixed assets | |||
| Capital gains obtained | 9481 | ||
| Capital losses suffered | 9491 | ||
Null
| Codes | Period | Previous period | |
|---|---|---|---|
| ASSOCIATED ENTERPRISES | |||
| Financial fixed assets |
9253 | ||
Participating interests |
9263 | ||
| Subordinated amounts receivable | 9273 | ||
| Other amounts receivable | 9283 | ||
| Amounts receivable | 9293 | ||
Over one year |
9303 | ||
| Within one year | 9313 | ||
Amounts payable |
9353 | ||
Over one year |
9363 | ||
| Within one year | 9373 | ||
Personal and real guarantees |
|||
| Provided or irrevocably promised by the enterprise as security for debts or commitments of associated enterprises |
9383 | ||
| Provided or irrevocably promised by associated enterprises as security for debts or commitments of the enterprise |
9393 | ||
| Other significant financial commitments |
9403 | ||
OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS |
|||
| Financial fixed assets |
9252 | 6.100,00 | |
Participating interests |
9262 | 6.100,00 | |
| Subordinated amounts receivable | 9272 | ||
| Other amounts receivable | 9282 | ||
| Amounts receivable | 9292 | ||
Over one year |
9302 | ||
| Within one year | 9312 | ||
Amounts payable |
9352 | ||
Over one year |
9362 | ||
| Within one year | 9372 | ||
Mention of these transactions if they are significant, including the amount of the transactions, the nature of the link, and all information about the transactions which should be necessary to get a better understanding of the situation of the company
| Period | |
|---|---|
| Codes | Period | |
|---|---|---|
| DIRECTORS, MANAGERS, INDIVIDUALS OR BODIES CORPORATE WHO CONTROL THE ENTERPRISE WITHOUT BEING ASSOCIATED THEREWITH OR OTHER ENTERPRISES CONTROLLED BY THESE PERSONS |
||
| Amounts receivable from these persons |
9500 | |
Conditions on amounts receivable, rate, duration, possibly reimbursed amounts, canceled amounts or renounced amounts |
||
| Guarantees provided in their favour |
9501 | |
Other significant commitments undertaken in their favour |
9502 | |
Amount of direct and indirect remunerations and pensions, included in the income statement, as long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable person |
||
| To directors and managers | 9503 | |
| To former directors and former managers | 9504 | |
| Codes | Period | |
|---|---|---|
| AUDITORS OR PEOPLE THEY ARE LINKED TO | ||
| Auditor's fees |
9505 | 42.500,00 |
| Fees for exceptional services or special missions executed in the company by the auditor | ||
| Other attestation missions |
95061 | 2.500,00 |
Tax consultancy |
95062 | |
Other missions external to the audit |
95063 | |
| Fees for exceptional services or special missions executed in the company by people they are linked to |
||
| Other attestation missions |
95081 | |
Tax consultancy |
95082 | |
Other missions external to the audit |
95083 | |
Mentions related to article 133, paragraph 6 from the Companies Code
The enterprise has drawn up published a consolidated annual statement of accounts and a management report*
The enterprise has not published a consolidated annual statement of accounts and a management report, since it is exempt for this obligation for the following reason*
The enterprise and its subsidiaries on consolidated basis exceed not more than one of limits mentioned in art. 16 of Company Law*
The enterprise only has subsidiaries which, considering the assessment of the consolidated assets, consolidated financial position or consolidated results, individual or together, are of a negligible size* (Art. 110 of Company Law)
The enterprise itself is a subsidiary of an enterprise which does prepare and publish consolidated accounts in which annual accounts of the enterprise are included*
Name, full address of the registered office and, for an enterprise governed by Belgian Law, the company number of the parent company(ies) and the specification whether the parent company(ies) prepare(s) and publish(es) consolidated annual accounts in which the annual accounts of the enterprise are included**
XTRION NV
Transportstraat 1
3980 Tessenderlo, Belgium
0878.389.438
The enterprise draws up consolidated annual accounts data for the major part of the enterprise
If the parent company(ies) is (are) (an) enterprise(s) governed by foreign law disclose where the consolidated accounts can be obtained**
* Delete where no appropriate.
** Where the accounts of the enterprise are consolidated at different levels, the information should be given for the consolidated aggregate at the highest level on the one hand and the lowest level on the other hand of which the enterprise is a subsidiary and for which consolidated accounts are prepared and published.
| Codes | Period | |
|---|---|---|
| Mentions related to article 134, paragraphs 4 and 5 from the Companies Code | ||
| Auditor's fees according to a mandate at the group level led by the company publishing the information |
9507 | 80.500,00 |
Fees for exceptional services or special missions executed in these group by the auditor |
||
| Other attestation missions |
95071 | 2.500,00 |
Tax consultancy |
95072 | |
Other missions external to the audit |
95073 | |
Fees to people auditors are linked to according to the mandate at the group level led by the company publishing the information |
9509 | 35.700,00 |
Fees for exceptional services or special missions executed in the group by people they are linked to |
||
| Other attestation missions |
95091 | |
Tax consultancy |
95092 | |
Other missions external to the audit |
95093 | |
Mentions related to article 133, paragraph 6 from the Companies Code
XX. VALUATION RULES
1.Formation expenses
The formation expenses are booked as an asset in the balance sheet at their purchase value less depreciation. Depreciation is applied under the straight line basis at 20% pro rata per annum.
2.Tangible and intangible fixed assets
The tangible fixed assets are booked as an asset in the balance sheet at their purchase value or production cost if it concerns assets under construction.
Depreciation is applied under the straight line basis at the following percentages pro rata per annum:
Land and buildings5%
Plant, machinery and equipment10% - 20% Furniture and vehicles10% - 20%
The intangible fixed assets are booked as an asset in the balance sheet at their purchase value or production cost if it concerns assets under construction. Licenses are depreciated under the straight line basis at 20% pro rata per annum.
3.Financial fixed assets
The participations are valued at the purchase value. In the event of permanent loss or depreciation, justified by the situation, profitability and prospects of the company in which the shares are held, impairment will be applied.
4.Cash at bank and in hand These assets are valued at their nominal value.
5.Amounts receivable after more then 1 year and amounts receivable within one year.
The amounts receivable are booked at their nominal value. The amounts receivable in foreign currency are recorded in EUR at a fixed transfer rate on the date of the transaction and valued at the latest exchange rate. The exchange rate differences which result out of the valuation exercise are recorded in the income statement. Depreciation is applied when the realized value at the date of the financial year is less then the carrying amount.
6.Stocks
Raw materials and consumables are valued at the purchase value calculated according the FIFO method. The work in progress and finished goods are valued at production cost which comprises of direct and indirect costs. Depreciation is booked for unlisted items and when the realized value is less than the carrying amount.
The Board of Directors, with care, sincerity and good faith decision, examines the year-end provisions to be formed in order to cover: omajor repair and maintenance works oother risks, if necessary
8.Amounts payable after more then one year and amounts payable within one year
Amounts payable are booked at their nominal value. Amounts payable in foreign currency are recorded in EUR at a fixed transfer rate on the date of the transaction and valued at the latest exchange rate. The exchange rate differences which result out of the valuation exercise are recorded in the income statement.
XXI. Related parties
1.Shareholders' structure and identification of major related parties
Melexis NV is the parent company of the Melexis group that includes following entities which have been consolidated:
Melexis Inc US entity Melexis Gmbh German entity Melexis Bulgaria Ltd. Bulgarian entity Melexis Ukraine Ukraine entity Melexis Technologies SA Swiss entity Melexis French branch French branch Sentron AG Swiss entity Melefin NV Belgian entity Melexis Technologies NV Belgian entity Melexis Philippine branch Philippine branch Melexis Japan Japanese Entity Melexis Electronic Technology Co. LtdChinese entity Melexis Switzerland SASwiss entity Melexis (Malaysia) Sdn BhdMalaysian entity Melexis Technologies NV (Malaysian) branchMalaysian branch
Melexis Dresden GmbHGerman entity
The shareholders of Melexis NV are as follows:
Xtrion NV owns 53.58% of the outstanding Melexis shares. The shares of Xtrion are controlled directly and/ or indirectly by Mr. Roland Duchâtelet, Mr. Rudi De Winter and Mrs. Françoise Chombar .
Mr. Roland Duchâtelet and Mrs. Françoise Chombar, who are directors at Melexis NV.
Elex NV is 99.9% owned by Mr. Roland Duchâtelet.
Xtrion NV owns 47.2% of the outstanding shares of X-FAB Silicon Foundries SE, producer of wafers, which are the main raw materials for the Melexis products. X-FAB Silicon Foundries SE sells the majority of its products also to third parties.
Melexis, as in prior years, purchases part of its test equipment from the XPEQT Group. XPEQT Group develops, produces and sells test systems for the semiconductor industry.
XPEQT Group is owned by Xtrion NV for 99.99%.
During the year 2017 no transactions took place which can create a potential conflict.
| - dividends | 84,836,252 |
|---|---|
| - transfer from other reserves |
| - Faosfer to other reserves. | 3.748 |
|---|---|
| - profit to be catried forward. | 209.966,474 |
According to stricke 526bis, §2 of the Belgian Convanties Code at least one independent member of the Audit Committee has to be experienced in accounting and audit, Bolti Processcel BVBA, represented by Ms. Jenny Claes, and Mr. Shiro Baba comply with this requirement through their relevant work experience. In this respect we like to refer to the short biographies of the abovementioned members in chapter 10.
According to the Royal Decree of h June 2010 (B.S.G. 28 June 2010) the 2009 Belgian Code on Corporate Governance is applicable to all listed companies in Belgiam.
The English version of the Code can be found on the website of the Belgian Conservation Govcriance Committee.
Molexis has aligned its Corporato Governance Charter with the 2009 Belgian Code on Corporate Goycentrace,
The Corporate Governance Charter can be consulted on the website of the Company at: http://www.molexis.com/InvestorRelations-Corporate-Governance.aspx.
An overview of the principles and guidelines where Melexis does not comply with the 2009. Belgian Code on Corporate Governance is given in Section 10.11 of this Corporate Governance Statement.
Mclexis socks to guarantee transparent and clear communication with its shareholders. Active participation of the shareholders is encouraged by Melexis. In order to achieve this goal, the shareholders can find all the important and relevant information on the website of Malexis. Melexis publishes the annual reports, half year reports, statutory reports, quarterly results and the financial calendar on its website in the section "Investor Relations". Melexis realizes that the publication of these reports and information here(i)s the relationship of trust with its shareholders and other stakeholders.
l'inther on Melexis is committed to guarantee the rights of the shareholders. The terms and obligations which are included in the announcement of the Belgian Financial Services and Markets Authority of April 27, 2011 related to the Law of 20 December, 2010 concerning the exercise of certain rights of sharcholders, are accordingly respected by Melexis.
· Shareholders can certif questions to the company prior to the annual general meeting of shareholders in order to have those questions answered during the general meding;
· At the latest 30 days prior to the general meeting the agenda and other relevant documents are published on the website of Melexis:
· Shareholders have the right to add agenda items and to rile resolution proposals;
• During the general meeting shareholders have the right to vote on each agenda item. In case they cannot attend the general meeting, they have the right to appoint a proxy holder: . The minutes of the general meeting with the voting results will be published on the website. of Melexis after the general meeting;
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| Name. | Age Expiry mandate Position | ||
|---|---|---|---|
| Rolanti Duchâtelet. | 71 | 2018 [Chairman of the Board] | |
| Non-executive director | |||
| Rudi De Winter | 57 | 2018. | Vice-chairman of the Board |
| Nen-executive director ® | |||
| Erangoise Chombur | 55 | 2018 | Managing director, CEO |
| Procexed BVDA, repre- sented by Ms. Jenny |
70 | 2021 | Non-executive and independent director |
| Clacs Shiro Baba |
68 | 2021 | Non-executive and independent director |
| Martine Bachnans | 53 | 2018 Nen-executive and independent director |
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evaluation of directors. Directors are appointed for a term not exceeding four years by the General Meeting of Sharchelders, who can also dismiss them at any time. An appointment or dismissal requires a simple majority of the votes cast. If and when a position of a director premutine y becomes vacant within the Board, the remain ng directors temporarily appoint a new director until the General Meeting appoints a new director. Said appointment will then be included in the agenda of the next General Meeting.
The Nomination and Remonsration Committee submits a reasoned recommendation to the Beard on the nomination of directors and couldly makes propositions to the Board on the remineration policy for directors and Executive Management.
Utinctioning of the Board
The internal regulation of the Board is part of the Corporate Governance Charter, The Board convence twelve (12) firms in 2017 and discussed, amongst officers, the following topics:
• Recomprendations of the Audit Committee and the Numination and Remuncration Commitlee:
· Management structure;
Ms. Martine Bacimans could not attend to Board meeting of June 27, 2017 but send her input via email, On December 19, 2017 Mr. Shiro Baba could not be present and on December 20, 2017 both Ms. Martine Bachmans and Mr. Roband Duchâteler were absent
Evaluation of the Board and its Committees
The effectiveness of the Board of Directors and its Committees is monitored and reviewed every three years in order to achieve possible improvements in the management of Melexis. The last review has been performed in 2016.
In the evaluation special attaction is poid to:
Audit Committee
The Audit Committee assists the Board of Directors in its supervisory duties with respect to the internal supervision in the broadest sense, including the financial reporting, as described in the Company's Corporate Governance Charter,
The Audit Committee also assists the Precurive Management in its assessment and follow-up of the auditor's recommendations.
The Audit Committee is composed of three non-executive members: Mr. Roland Duchateler, Chairman, Procexcel BVRA, represented by Ms. Jenny Claes, independent director and Mr. Shira Baba, independent director.
According to Article 526bis, §2 of the Belgian Companies Code the members of the Audit Committee as a whole have competence relevant to the sector in which Melexis is operating and at least one of its members have competence in auditing and accounting. Both Processes! IVBA, represented by Ms. Jenny C aes, and Mr. Shiro Baba comply with this latest requiremont through their relevant work experience. In this respect we like to refer to the short biogrupbies of the abovementioned members in this chapter.
The Chief Executive Officer, the Chief Financial Officer and the external auditor are invited to the meetings of the Audit Committee to warrant the interaction between the Board of Directors and if a Exceptive Management.
The Audit Committee met four times during 2017. All members attended the meetings, In addition to the excretse of its legal powers and the lasks Ested in the Melexis Corporate Governance Charter, the Audil Committee reviewed amongst others:
Nomination and Remuneration Connectitec-
The Nomination and Remonentier, Committee advises the Board of Directors concerning the way in which the company's strategic objectives may be promoted by adopting an appropriale nomination and remuneration program. This committee will supervise the development of remuneration, allocation of home es and the general performance within Melesis. The Nomination and Regionazzation Committee is composed of three non-executive members,
Mr. Roland Duchâtelet, Chairman, Proceacel BVBA, represented by Ma. Jonny Clacs, independent director and Mr. Shiro Baba, independent director,
The Nomination and Remuneration Contentities met three (3) times in 2017. All members attended the meetings.
In addition to the exercise of its legal powers and the tasks listed in the Melexis Corporate Governance Charter, the Nomination and Remuneration Committee reviewed amongst oth-CTS!
• Remunctation and variable remineration of Senior Management
• Assessment of the variable rememeration of the CEO
· Management structure
Composition
where the state of the
$\vdots$
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| Name: | Age | . Function |
|---|---|---|
| Marc Biron | 47 | VP Sense & Drive |
| Françarise Chemileae | 55 | Chief Executive Officer |
| Kristof Coddens | 47 | VP Artificial Intellegence |
| Karen van Griensvon. | 47 | Chief Financial Officer |
| Vincent Hiligamann | 47 | VP Corporate Strategy Gilobal Sales and MarCom |
| Veerle Lezie | 44 | VP Operations and H |
| Damien Macq | $\dot{\circ}$ 1 | VP Sense & Light |
| San Maddalena | 41 | VP Corporate Strategy Global Marketing, OEM business, development and M&A |
| Nicolas Simonne | 43 | VP Development & Quality |
| Heidi Stieglitz | 58 | VP Euman Resources |
| Name | Remuneration Costs | |
|---|---|---|
| Procexeel BVBA, | EUR 15,000 | EUR 66 |
| represented by lenny | ||
| Class | ||
| : Shiro Baba | EUR 15,000 | EUR 15,540 |
| : Martine Baelmans | 100R 15,000 |
| Françoise Chombar | Remuneration 2017 |
|---|---|
| Bese ratmenention | 249.996 |
| Short-term variable remuneration. | 15,625! |
| Mid-Jenn variable remanagation | 31,250 |
| Long- term variable remuneration | 31.250. |
| Pension | |
| Extra legal arrangements | |
| Reimbursement of costs | 9.829 |
| _________ Executive Managers |
Remuneration 2017 | ||
|---|---|---|---|
| Base rammention | 1,577,525 |
|---|---|
| Variable remoneration | 201,413 |
| Defined contribution plan- | 3,048 |
| Extra legal arrangements | 35,089 |
| Reimbursement of costs | 78,175 |
In overpliance with the Belgian Corporate Governance Code 2009 and EU regulation on market abuse (EU No. 596/2014) the Melexis Insider Trading Policy was updated in 2016 and approved by the Board of Directors on July 25, 2016. It is integrated as an Annex to the Melexis Corporate Governance Charter.
Melexis complies with the Belgian provisions on insider trading and market alanse. In this respect a list is kept up to date of all people with managerial responsibilities as well as all other people who have areass to sensitive information on share prices.
The purpose of the Melexis Insider Trading Policy is to provisit the abuse of information which could have a considerable effect on the share price, in particular during the periods prior (o the publication of financial results, or decisions or events which can affect the share price. As determined in the Melezis Insider Traning Policy it is prohibited to sell Melexis shares during such a closed period. This closed period includes at least the 21 days immediately preceding the announcement of the linars/al results.
Mercover, before trading any company shares, the members of the Beard and the Excent ve-Management have to receive the green light from the Compliance Office and have to reporback once the transaction has been completed.
Furthermore, in compliance with the same legislation, the members of the Board and the $\exists x \cdot$ ecutive Management have to notify all their transactions in Melexis shares to the Balglan Firameial Services and Markets Authority, who will publish these notices on its website. Compliance with the Melexis losider Trading Policy will be supported and verified by the Compliance Officer.
The internal control and risk assosument procedures in relation to the process of linencial reporting are coordinated by the CFO. Such procedures have to muse sore that the financial reporting is based on reliable information and that the continuity of the financial reporting in conformity with the IFRS accounting principles is guaranteed.
The process of internal control in relation to the financial reporting is based on the following principles:
· Data on transactions or use of assets of the company are registered accurately and saved in an automated global enterprise resource planning ("ERP") system by Ibusilliancet Melexis. business utilts.
• Accounting transactions are registered in globally standardized operating charts of accounts.
· The financial information is propared and reported in that instance by the accounting teams.
in the different legal chiffes of Melexis worldwide.
· Consequently the finance managers at the different Melexis sites will review the propared and reported local financial information nefore sending it to the Global Finance Department. · In the Global Finance Department the financial information will receive its "inal review before it is included in the consolidated financial statements.
• All Melexis sites use the same software for the reporting of the linancial data tor consolidation.
· Random checks are made to assure that:
» Transactions have been saved as required for the proportation of the financial accounts in confermity with the ERS accounting principles;
so Transactions have been approved by the authorized persons of the company to dosa.
Melexis is validly represented by the sole signature of the CEO for all aspects of the daily management of the company. Specific powers are granted to members of the Executive Management to represent Melexis in matters that relate to the business unit for which they are responsible. For actions that fall outside the scope of the daily management, the company is validly represented by two directors acting together. In the event of detection of certain defi-
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reconduction of
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company control of the second company
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clencies, this will be reported to the Executive Management to determine which appropriate measures can be taken.
The risk assessment in connection with the financial reporting is nesed on the following principles:
· Risks that the company is condronled with arc detected and monitored with the responsible persons of the different business units of the company.
* By using an automated ERP-system, the responsible persons of the business units have permanent access to the financial information with regard to their business unit for monitoring, controlling and directing purposes with regard to their business activities.
· Closing the accounts at the end of every month warrants that the financial consequences of the identified risks are monitored closely to be able to anticipate to possible adverse evolutions.
. The financial results are also monthly reviewed on a global lovel.
• A data protection system based on antivirus software internal and external backup of data and the controlling of access rights to information, protects the Company's information and guarantees the continuity of the linancial reporting. The adequary and integrity of these ITsystems and procedures are reviewed regularly.
· In accordance with the 2009 Belgian Code on Corporate Governance Molexis has set up an internal audit function for its timescial department, whose resources and skills are adapted to assess the firmulal reporting and the risk management of the Company. The Audit Committoe receives a periodic summary of the internal audit activities.
The registered capital of Melexis NV amounts to EUR 564.813,86 and is represented by 40.400.000 equal shares without par value. The shares are in registered or non-material form.
The Articles of Association contain no restrictions on the transfer of the shares. The Branch of Directors is furthermore not aware of any restrictions impused by law on the transfer of shares by any shareholder, except in the financwork of market abose regulations.
Pach share eachles the holder to one vote. The Articles of Association contain no restrictions on the vating rights and each shareholder can exercise his voting rights provided he's validly admitted to the General Meeting and that rights have not been suspended. Pursuant to Article 9 of the Articles of Association life Company is entitled to suspend the exercise of the rights attaching to securities belonging to several owners until one person is appointed towards the Company as representative of the security,
No one can vere at the General Meeting using voling rights attached to securities that have not been reported (irrely in accordance with the Articles of Association and with the law. The Board is not aware of any other restrictions imposed by law or the exercise of voting rights.
The Board of Directors is not aware of any agreements among shareholders that may result in costrictions on the transfer of securities or the exercise of voting rights.
The Articles of Association do not mention any special authorities granted to the Board of Directors to increase the registered capital.
The Board of Directors is authorized by the Extraord mary General Macting of April 22, 2014 to acquire own shares of the Company, whether directly, whether by a person acting in his
own name, but on behalf of the Company or by a direct Subsidiary in accordance with article 5, §2, 1 °, 2 ° and 4 °, of the Companies Code, under following conditions:
· This authorization applies for a number of own shares that is at most equal to the number of shares by which pursuant to its acquisition would have been achieved the limit of 20% as stipulated in article 620, §1, 1. $\%$ , 2. $\%$ of the Companies Code;
. The acquisition of a share under this authorization should be done at a price per share ranging between one caro ( $C1.00$ ) and fifty curos ( $C50.00$ ) on the regulated market on which they are listed;
. The nominal value of the number of own shares the Company desires to acquire, including the proviously obtained own shares held by the Company, may not represent nove than 20% of the registered capital of the Company:
. The remuneration for the aequisition of these own shares may not exceed the resources of the Company which are swithble for distribution in accordance with article 617 of the Companies Code;
. The acquisition of the shares under this authorization directly establishes a poserve unavailable for distribution "acquisition of own shares" in the same amount of the global acquisition amount of the acquired shares and by prior deduction of the available profit. The reserves the Company has made intevailable for distribution is only obligatory, if and as long as the shares are being held;
. This authorization applies for a period of five (5) years from the date on which this resolution is approved.
· The existing authorizations of the Board of Directors were awarded for an indefinite period by the resolutions of the Extraordinary General Meeting of April 22, 2014 for the alienation of own shares held in accordance with article 622, §2, of the Companies Codo and article 622, §2, 13 of the Companies Code:
. The number of own shares that is disposed of may not exceed the number of shares of the company that a direct subsidiary of the Company may hold as a legitimate cross-shareholding within the meaning of Article 631, § 1 of the Companies Code;
. The discosal of a share under this authority shall be made at the last closing price at which the shares were quoted on the Brussels stack exchange a) the moment of dispesal;
· The shares concerned may only be transferred to Melexis Tochnologies NV, with registered office at 3980 Tessenderlo, Transportstruan1, RPR Hasselt 0467,222,076, or to a company of which Melexis NV directly or indirectly holds more than 99% of the dividend entitled securities.
· The reserves the Company has made enavailable for distribution due to the "acquisition of own shares" are transferred back to reserves available for distribution for an amount oqual to the acquisition value of the disposed shares.
The Board of Directors is also authorized for an indefinite period of time to dispose of purchased own shares in accordance with Article 622, $\S$ 2, section 2, 1° of the Companius Code to the extent that the shares are disposed on the regulated market on which they are quoted. On 31 December 2016, the Melexis Group was in the possession of 346,141 shares out of 40,400,000 shares in the registered capital of the Company, or 0.86% of the total outstanding share capital. In accordance with art, 622 of the Companies Code, the voting rights on those shares are suspended.
All management agreements with the Members of the Executive Management (except the C100) provide for additional severance payments equal to twelve months fixed rememention if the management agreement is terminated due to a change of control.
The Company has not issued securities with special control rights.
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No agreements have been concluded between the Company and its directors or employees providing for a compensation if, as a result of a take-over bid, the director's resign or are made redundant without valid reason or if the employment of the employees is terminated.
PwC Bedrijfsrevisoren CVBA, whose registered office is situated at 1932 Sint-Stevens-Woluwe, Woluwedal 18, listed in the Register for Legal Entities of Brussels with company number 429.501.944, was appointed as statutory auditor of the company. Ms. Sofie Van Grieken, auditor and Mr Koen Vanstraelen, auditor, are appointed as the permanent representatives of the auditor.
The annual fee for this mandate amounted consolidated to EUR 113,000 in audit fees, VAT excluded and is adjusted annually according to the consumer index.
Melexis complies to a large extent to all corporate governance rules of the 2009 Belgian Code on Corporate Governance. In view of the "comply-or-explain"- principle of the Code the following overview sets out the principles of the Code that Melexis does not comply with, along with an explanation of the reasons for non-compliance.
Principle 5, Appendix C, Audit Committee, 5,2/3 - 5,2/17 - 5,2/28
The 2009 Belgian Code on Corporate Governance recommends that the Chairman of the Board should not chair the Audit Committee. The Board of Directors of Melexis opts to have its advising committees presided by its Chairman to clarify the interests of the Company and the shareholders.
Herewith the Annual Accounts for your approval which give a fair, complete and faithful representation of the activities that took place during the year ended on December 31, 2017. This report, the anditors' report and financial statements for the year ended December 31, 2017 were at your disposal.
We suggest you to discharge the Directors and Auditors PwC Bedrijfsrevisoren CVBA, represented by Mrs Sofie Van Gricken and Mr Koen Vanstraelen, for any liability which arises from the exercise of his duties during the past year.
The Board proposes the profit to be divided as included in the accompanying financial data.
Done at Ieper on March 5, 2018
On behalf of the Board of Directors
Françoise Chombar $C1:O$
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We present to you our statutory auditor's report in the context of our statutory audit of the annual accounts of Melexis NV (the "Company"). This report includes our report on the sudit of the sumusl accounts, as well as the report on other legal and regulatory requirements. These reports form part of an integrated whole and are indivisible.
We have been appointed as statutory auditor by the general meeting d.d. April 20, 2017, following the proposal formulated by the board of directors. Our mandate will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended December 31, 2019. We have performed the statutory audit of the annual accounts of Melexis NV for the first year.
We have performed the statutory audit of the annual accounts of the Company, which comprise the balance sheet as at December 31, 2017, and the profit and loss account for the year then ended, and the notes to the sunual accounts, characterised by a balance sheet total of EUR 701.055.641,70 and a profit and loss account showing a profit for the year of EUR 9.378.533,19.
In our opinion, the annual accounts give a true and fair view of the Company's net equity and financial position as at December 31, 2017, and of its results for the year then ended, in accordance with the financial-reporting framework applicable in Belgium.
The armual accounts of the Connpany for the year ended December 31, 2016 were sudited by another statutory auditor who expressed an unqualified opinion on those annual accounts in his report d.d. March 15, 2017.
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the "Statutory auditor's responsibilities for the audit of the onnual accounts' section of our report. We have fulfilled our ethical responsibilities in accordance with the ethical requirements that are relevant to our audit of the annual accounts in Belgium, including the requirements related to independence.
We have obtained from the board of directors and Company officials the explanations and information necessary for performing our sudit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
PuC Bedrijfwestnaven cuba, burgerlijke sennoatechap met handelssamn - PuC Restneurs d'Entreprises scri, société civile à farme commerciale - Financial Assurance Services
Maatschappelijke zetel/Silge social: Wabuue Gorden, Waluwedol 18, B-1992 Sint-Stevens-Wabuue T: +32 (0)2 710 4211, F: +32 (0)2 710 4299, шиш рше ест
BTW/TVA BE 0409.501.944 / RPR Brussel - RPM Brussiles / ING BE43.5101.5811.9501 - BIC BBRIIBEBB / BELFITIS BE92 0689 0408 8123 BIC GROC BEBB
We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the board of directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of most significance in the audit of the annual accounts of the current pariod and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse conseguences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The board of directors is responsible for the preparation and the content of the director's report as well as for the compliance with the legal and regulatory requirements regarding bookkeeping, with the Companies' Code and with the Company's articles of association.
In the context of our mandate and in accordance with the Belgian standard (Revised) which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, the directors' report, as well as compliance with the articles of association and certain requirements of the Companies' Code and to report on these matters.
In our opinion, after having performed specific procedures in relation to the directors' report, this report is consistent with the annual accounts for the year under audit, and it is prepared in accordance with the articles 95 and 96 of the Companies' Code.
In the context of our audit of the annual accounts, we are also responsible for considering, in particular based on the knowledge acquired resulting from the audit, whether the directors' report is materially misstated or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, there are no material misstatements we have to report to you. We do not express any form of assurance conclusion on the directors' report.
The social balance sheet, to be deposited in accordance with article 100, § 1, 6°/2 of the Companies' Code, includes, both in terms of form and content, the information required by virtue of the Companies' Code and does not present any material inconsistencies with the information we have at our disposition in our audit file.
Hasselt, March 14, 2018
The statutory auditor PwC Bedrijfsrevisoren BCVBA Represented by
Alder
Sofie Van Grieken Réviseur d'Entreprises / Bedrijfsrevisor
Koen Vanstraelen Réviseur d'Entreprises / Bedrijfsrevisor
FREE TRANSLATION
To the attention of the board of Directors
We have reviewed the accompanying statement of assets and liabilities (hereafter the "Statement") as of June 30, 2017, included in appendix of this report, based on which the Board of Directors of Melexis NV (hereafter "Company") propose[s] * to distribute an interim dividend of 52.520.000, as foreseen in Article 38 of the Articles of Association.
The board of directors is responsible for the preparation and fair presentation of this Statement of the Company as of June 30, 2017 in accordance with the financial reporting framework applicable in Belgium and the Companies' Code. Our responsibility is to express a conclusion on this Statement based on our review, in accordance with ISRE 2410 and article 618 of the Companies' Code.
We conducted our review of the Statement as of June 30, 2017 in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Ferformed by the Independent Auditor of the Entity" (ISRE 2410). A review of the Statement consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all material matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, we are not aware of any fact that causes us to believe that the Statement does not fairly present, in all material respects, the Company's capital and financial position, in accordance with the financial reporting framework applicable in Belgium and the Companies' Code.
PuC Bedrijfsrevisoren cuba, burgerlijke vennootschap met handelsvorm - PuC Reviseurs-d'Entreprises scri, saciáté civile à farme commerciale - Financial Assurance Services Maatschappelijke zetel/Silge social: Woluwe Gorden, Woluwedol 18, B-1992 Sint-Stevens-Woluwe
Vestigingseenheid/Unité d'établissement: Generaal Lemanstraat 67, B-2018 Antwerpen
T: +32 (0)3 239 3011, F: +32 (0)3 239 3099, www.pwc.com
BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRIIBEBB / BELFITIS BEga a68g a an 8 Bag - BIC GROC BEBB
| Tggl. | Codes | Boekjaar | |
|---|---|---|---|
| ACTIVA | |||
| VASTE ACTIVA | 690.432.319,96 | ||
| 20/28 | |||
| Oprichtingskosten | 20 | ||
| immateriāle vaste activa | 21 | 836.692.81 | |
| bizteride vasta activa | 5.3 | 99.97 | 34.488.664,76 |
| Terreinen en gebouwen | 22 | 11.754.148.81 | |
| installat es, machines en ultrust ng | 23 | 21,506,513,63 | |
| Meublisir en rollend materies [ | 24 | 884734.82 | |
| Leasing en soorigelijke rechten | 25 | ||
| Overige materials vasts active | 26 | ||
| Activa in aartouw en vooruitbalelingen | 27 | 221.158.18 | |
| 5.4 | |||
| Financiële vasie acilya | 5.5.1 | 28 280/1 |
655.330.172.62 |
| Verbanden andernemingen Desingmingen |
5.14 | 280 | 655.277.803.18 |
| 281 | 655.277.803.19 | ||
| Varderingen Ondernamingen waarmee een deelnem ngeverhouding |
|||
| besident | 5.14 | 282/3 | 8.100,00 |
| Desinemingen | 282 | 8.100.00 | |
| Vorderingen | 283 | ||
| Anders financials vaste activa | 2848 | 46.268.43 | |
| Asndelen | 284 | ||
| Vorderingen en borgtochten in contenten | 265/8 | 48.289.43 | |
| VLOTTENDE ACTIVA | 29. EL | 6.968.946.83 | |
| Varderingen og meer den één jær | 99. | 3.000,01 | |
| Handelsvordsringen | 280 | ||
| Overige vorderingen | 281 | 3.000,01 | |
| я | |||
| Voorreden en bestellingen in uitvoering | 30/38 | ||
| Vocrraden | 30.31 | ||
| Grand- en huigstatien | 32 | ||
| Gooderen n bewerking | 33 | ||
| Gereed product | 34 | ||
| Handelagosderen | 35 | ||
| Onroarende goaderen bestemd voor verkoop Vooruitbeteilingen |
36 | ||
| Bertellingen in uitvoering | 37 | ||
| Varderingen og ten haagste één jær | 40,41 | 502.594,52 | |
| Handelmorderingen | ۵n | 73.603.74 | |
| Overige vorder ngen | 5.5.1/ | 41 | 428.880,78 |
| Galdbeleggingen | 5.8 | 50.53 | 271.378.43 |
| E gen asndelen | 50 | 21.378.43 | |
| Overige beleggingen | 51.63 | 250.000,00 | |
| Liquide middelen | 54.58 | 3.755.105,48 | |
| Cheriopende relieningen | 56 | 480/1 | 2.436.870,39 |
| TOTAAL DER ACTIVA | 20.83 | 897.401.200,01 |
| Nr. 0435.604.728 |
VOL 2.2 | |||
|---|---|---|---|---|
| PASSIVA | Tool. | Codes | Boek aar | |
| EIGEN VERMOGEN | 10/15 | 209.298.192.63 | ||
| Kapilagi | 57 | 10 | 564.814,10 | |
| Geplanini kapitaal | 100 | 564.814,10 | ||
| Net-apgavrasgd kapitasi | 101 | |||
| Ultgiftepremies | 11 | |||
| Hermanderingsmeermaarden | 12 | |||
| Racaresa | 13 | 87.892.13 | ||
| Wettellike reserve Orbeschkbare meerwes |
130 131 |
56.518.70 31,372.43 |
||
| Voor eigen sandelen | 1210 | 31.372,43 | ||
| Anders | 1311 | |||
| Belast novilla reserves | 132 | |||
| Beach kbare reserves | 123 | |||
| Overgedragen winst (veriles) Kapitasi subsidies |
14 15 |
288.281.826.65 361.659.63 |
||
| Vocrachot san de vennoten op de verdeling van het netic-actioi |
19 | |||
| VOORZIENINGEN EN UITGESTELDE BELASTINGEN | 16 | |||
| Voorzieningen voor naico's en losten | 1605 | |||
| Pensioanan en soarigal ka vergilohingan | 160 | |||
| Belart noen | 161 | |||
| Grais henriellings- en anderhaudswerken | 162 | |||
| Overige risica's en kosten | 58 | 1635 | ||
| Ultgestelde belastingen | 165 | |||
| 408.105.074.28 | ||||
| SCHULDEN | 58 | 17:48 | ||
| Schulden og meer dan één jaar | 17 | |||
| Financ die echuiden | 1704 | |||
| Achtergestelde ien ngen | 170 | |||
| N st-achtergesielde obligstieleningen | 171 | |||
| Leasingschuiden en accrigel jks schuiden | 172 | |||
| Kradiai naiallingan | 173 | |||
| Overige leningen | 174 | |||
| Handeleschulden | 175 | |||
| Leveranciers | 1750 | |||
| Te betelen week | 1761 | |||
| Ontvangen vooruitbeteilingen op bestellingen | 176 | |||
| Overlos schulden | 178.9 | |||
| Schulden og ten hoogste één jær | 42.48 | 405.353.005.94 | ||
| Schulden og meer dan één jaar die binnen het jaar. windien |
58 | 42 | ||
| Financ die echuiden | 43 | |||
| Krediet natellingen | 430.18 | |||
| Overlos leningen | 439 | |||
| Handeleschulden | 44 | 3.805.107.26 | ||
| Leverandiers | 440.H | 3.605.107.26 | ||
| Te betelen wasels | 441 | |||
| Ontvangen vooruitbeteingen op bestellingen | 48 | |||
| Schulden met betrekking tot belættingen, bezologingen. en sociale lasten |
6.9 | 46 | 4.652.416,61 | |
| Beladingen | 450.3 | 2.488.633.29 | ||
| 454.8 | 2182.585.32 | |||
| Bezold g ngen en sociale lasten | ||||
| Overige ashulden | 58 | 47.MB | 387.095.460,07 | |
| Overlopende relatingen | 482/3 | 2.752.088.34 | ||
| TOTAAL DER PASSIVA | 10MB | 697.401.266,81 |
Number of joint industrial committee:
| During the current period | Codes | Total | 1. Men | 2. Women | |
|---|---|---|---|---|---|
| Average number of employees | |||||
| Full-time |
1001 | 184,9 | 128,4 | 56,5 | |
| Part-time |
1002 | 17,5 | 2,3 | 15,2 | |
| Total in full-time equivalents |
1003 | 198,1 | 129,4 | 68,7 | |
| Number of hours actually worked | |||||
| Full-time |
1011 | 266.679 | 189.766 | 76.913 | |
| Part-time |
1012 | 20.817 | 1.556 | 19.261 | |
| Total |
1013 | 287.496 | 191.322 | 96.174 | |
| Personnel costs | |||||
| Full-time |
1021 | 14.375.347,42 | 10.206.496,67 | 4.168.850,75 | |
| Part-time |
1022 | 917.575,37 | 651.478,52 | 266.096,85 | |
| Total | 1023 | 15.292.922,79 | 10.857.975,19 | 4.434.947,60 | |
| Advantages in addition to wages |
1033 | 238.328,96 | 164.313,32 | 74.015,64 |
| During the preceding period | Codes | P. Total | 1P. Men | 2P. Women |
|---|---|---|---|---|
| Average number of employees in FTE Number of hours actually worked Personnel costs Advantages in addition to wages |
1003 1013 1023 1033 |
195,7 300.851 13.349.627,46 |
142,2 210.920 9.147.918,53 |
53,5 89.931 4.201.708,93 |
| Codes | 1. Full-time | 2. Part-time | 3. Total full-time equivalents |
|
|---|---|---|---|---|
| At the closing date of the period | ||||
| Number of employees |
105 | 198 | 18 | 211,7 |
By nature of the employment contract |
||||
| Contract for an indefinite period | 110 | 198 | 18 | 211,7 |
| Contract for a definite period | 111 | |||
| Contract for the execution of a specifically assigned work | 112 | |||
| Replacement contract | 113 | |||
| According to gender and study level | ||||
| Men | 120 | 138 | 2 | 138,8 |
| primary education | 1200 | 97 | 2 | 97,8 |
| secondary education | 1201 | 10 | 10,0 | |
| higher non-university education | 1202 | 6 | 6,0 | |
| university education | 1203 | 25 | 25,0 | |
| Women | 121 | 60 | 16 | 72,9 |
| primary education | 1210 | 49 | 15 | 61,1 |
| secondary education | 1211 | 2 | 2,0 | |
| higher non-university education | 1212 | 3 | 1 | 3,8 |
| university education | 1213 | 6 | 6,0 | |
| By professional category | ||||
| Management staff | 130 | |||
| Employees | 134 | 141 | 8 | 147,5 |
| Workers | 132 | 57 | 10 | 64,2 |
| Others | 133 |
| During the period | Codes | 1. Hired temporary staff |
2. Persons placed at the enterprise's disposal |
|---|---|---|---|
| Average number of persons employed |
150 | 40,3 | |
Number of hours actually worked |
151 | 71.601 | |
Costs for the enterprise |
152 | 2.348.991,43 |
| ENTRIES | Codes | 1. Full-time | 2. Part-time | 3. Total full-time equivalents |
|---|---|---|---|---|
| Number of employees for whom the entreprise submitted a DIMONA declaration or who have been recorded in the general personnel register during the financial year |
205 | 6 |
6,0 | |
| By nature of employment contract | ||||
| Contract for an indefinite period | 210 | 6 | 6,0 | |
| Contract for a definite period | 211 | |||
| Contract for the execution of a specifically assigned work | 212 | |||
| Replacement contract | 213 |
| DEPARTURES | Codes | 1. Full-time | 2. Part-time | 3. Total full-time equivalents |
|---|---|---|---|---|
| Number of employees whose contract-termination date has been entered in DIMONA declaration or in the general personnel register during the financial year |
305 | |||
By nature of employment contract |
||||
| Contract for an indefinite period | 310 | |||
| Contract for a definite period | 311 | |||
| Contract for the execution of a specifically assigned work | 312 | |||
| Replacement contract | 313 | |||
| By reason of termination of contract | ||||
| Retirement | 340 | |||
| Unemployment with extra allowance from enterprise | 341 | |||
| Dismissal | 342 | |||
| Other reason | 343 | |||
| Of which the number of persons who continue to render services to the enterprise at least half-time on a self-employed basis |
350 |
| Total of initiatives of formal professional training at the expense of the employer |
Codes | Men | Codes | Women |
|---|---|---|---|---|
| Number of employees involved | 5801 | 3 | 5811 | 2 |
| Number of actual training hours | 5802 | 223 | 5812 | 29 |
| Net costs for the enterprise | 5803 | 8.048,66 | 5813 | 1.730,50 |
| of which gross costs directly linked to training | 58031 | 5.192,88 | 58131 | 540,40 |
| of which fees paid and paiments to collective funds | 58032 | 2.855,78 | 58132 | 1.190,10 |
| of which grants and other financial advantages received (to deduct) | 58033 | 58133 | ||
| Total of initiatives of less formal or informal professional training at the expense of the employer |
||||
| Number of employees involved | 5821 | 69 | 5831 | 46 |
| Number of actual training hours | 5822 | 3.453 | 5832 | 2.302 |
| Net costs for the enterprise | 5823 | 78.563,39 | 5833 | 52.375,60 |
| Total of initiatives of initial professional training at the expense of the employer |
||||
| Number of employees involved | 5841 | 26 | 5851 | 17 |
| Number of actual training hours | 5842 | 641 | 5852 | 427 |
| Net costs for the enterprise | 5843 | 29.769,00 | 5853 | 19.846,00 |
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