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Melexis N.V.

Annual Report Mar 16, 2018

3975_rns_2018-03-16_6d110afa-40fc-4ba3-8bf2-14f690d025ab.pdf

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
Postal Code: 8900 City:
Ieper
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

LIST OF DIRECTORS, MANAGERS AND AUDITORS AND DECLARATION ABOUT SUPPLEMENTARY AUDITING OR ADJUSTMENT MISSION

LIST OF DIRECTORS, MANAGERS AND AUDITORS

COMPLETE LIST WITH name, first name, profession, residence-address (address, number, postal code, municipality) and position with the enterprise

Duchâtelet Roland

Title : President of the board of directors Mandate : 22/04/2014- 20/04/2018 E. Van Steenbergenlaan 52, 2100 Deurne (Antwerpen), Belgium

Chombar Françoise

Title : Delegated director Mandate : 22/04/2014- 20/04/2018 Boektlaan 14, 3550 Heusden-Zolder, Belgium

Baba Shiro

Title : Director Mandate : 22/04/2013- 20/04/2021 185-0003 Kokubunji, Tokura 4-19, box 17 Tokyo, Japan

Procexcel PLLC 0845.762.695

Title : Director Kerseleerveld 10, 2820 Bonheiden, Belgium

Mandate : 22/04/2013- 20/04/2021

Represented by:

1.

Claes Jenny Kerseleerveld 10 , 2820 Bonheiden, Belgium

Baelmans Martine

Title : Director Mandate : 22/04/2014- 20/04/2018 Marie Popelinlaan 1, 3001 Heverlee, Belgium

PwC Bedrijfsrevisoren CALL 0429.501.944

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.

DECLARATION ABOUT SUPPLEMENTARY AUDITING OR ADJUSTMENT MISSION

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:

  • A. Bookkeeping of the undertaking **,
  • B. Preparing the annual accounts **,
  • C. Auditing the annual accounts and/or
  • D. Adjusting the annual accounts.

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.

ANNUAL ACCOUNTS

BALANCE SHEET AFTER APPROPRIATION

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

INCOME STATEMENT

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

APPROPRIATION ACCOUNT

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

STATEMENT OF TANGIBLE FIXED ASSETS

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

STATEMENT OF FINANCIAL FIXED ASSETS

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

INFORMATION RELATING TO THE SHARE IN THE CAPITAL

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES

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

DEFFERED CHARGES AND ACCRUED INCOME

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

STATEMENT OF CAPITAL AND SHAREHOLDING STRUCTURE

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

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME Codes Period BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL PERIOD TO MATURITY OF MORE THAN ONE YEAR, ACCORDING TO THEIR RESIDUAL TERM Current portion of amounts payable after more than one year falling due within one year 8801 Financial debts .................................... 8811 Subordinated loans .................................... Unsubordinated debentures .................................... 8821 Leasing and other similar obligations .................................... 8831 Credit institutions .................................... 8841 8851 Other loans Trade debts .................................... 8861 3.928.79 Suppliers .................................... 8871 3.928.79 Bills of exchange payable .................................... 8881 Advance payments received on contracts in progress ................................... 8891 8901 Other amounts payable .................................... Total amounts payable after more than one year, not more than one year .................................... $(42)$ 3.928.79 Amounts payable after more than one year, between one and five years 8802 Financial debts .................................... 8812 Subordinated loans .................................... 8822 Unsubordinated debentures .................................... 8832 Leasing and other similar obligations .................................... 8842 Credit institutions .................................... 8852 Other loans .................................... 8862 Trade debts .................................... 8872 Suppliers .................................... 8882 Bills of exchange payable .................................... 8892 Advance payments received on contracts in progress ................................... 8902 Other amounts payable .................................... Total amounts payable after more than one year, between one and five years .................................. 8912 Amounts payable after more than one year, over five years 8803 Financial debts .................................... 8813 Subordinated loans .................................... 8823 Unsubordinated debentures .................................... Leasing and other similar obligations .................................... 8833 Credit institutions .................................... 8843 Other loans .................................... 8853 8863 Trade debts .................................... 8873 Suppliers .................................... Bills of exchange payable .................................... 8883 Advance payments received on contracts in progress ................................... 8893 8903 Other amounts payable .................................... Total amounts payable after more than one year, over five years .................................... 8913

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

OPERATING RESULTS

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

FINANCIAL RESULTS

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

INCOME AND CHARGE OF EXCEPTIONAL SIZE OR INCIDENCE

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

INCOME TAXES AND OTHER TAXES

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

RELATIONSHIPS WITH AFFILIATED ENTERPRISES, ASSOCIATED ENTERPRISES AND OTHERS ENTERPRISES LINKED BY PARTICIPATING INTERESTS

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

RELATIONSHIPS WITH AFFILIATED ENTERPRISES, ASSOCIATED ENTERPRISES AND OTHERS ENTERPRISES LINKED BY PARTICIPATING INTERESTS

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

TRANSACTIONS WITH ENTERPRISES LINKED BY PARTICIPATING INTERESTS OUT OF MARKET CONDITIONS

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

FINANCIAL RELATIONSHIPS WITH

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

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION TO DISCLOSE BY EACH ENTERPRISE THAT IS SUBJECT TO COMPANY LAW ON THE CONSOLIDATED ACCOUNTS OF ENTERPRISES

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*

INFORMATION TO DISCLOSE BY THE REPORTING ENTERPRISE BEING A SUBSIDIARY OR A JOINT SUBSIDIARY

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

VALUATION RULES

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.

7.Provisions for liabilities and charges

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

VALUATION RULES

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

MANAGEMENT REPORT

9. INDEPENDENCE AND EXPERTISE REGARDING ACCOUNTING AND AUDIT OF AT LEAST ONE MEMBER OF THE AUDIT COMMITTEE.

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.

10. CORPORATE GOVERNANCE STATEMENT

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.

10.1 Shareholders

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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カラン・ディスク かんきょう アイカン インター

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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

$\ddot{\phantom{a}}$

OTHER DOCUMENTS TO BE DEPOSITED IN ACCORDANCE WITH THE COMPANIES CODE

MANAGEMENT REPORT

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:

  • · Financial results of the group;
  • · Pinancial and legal risks to which the group is exposed;
  • · Sale and revoluation of real estate;
  • · Possible acquisitions;
  • · P risk management:
  • · Establishment of a logal entity in Corbeil, France,
  • · Strategic review:
  • · Evaluation of certain transactions with related parties;
  • Dividend policy;
  • . Budget for the financial year 2018;
  • · New auditor tendering process:

• 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:

  • The functioning of the Board of Directors and its relevant committees;
  • · The thoroughness with which important issues are prepared and discussed;
  • . The effectiveness of the interaction with the Executive
  • · Management,
  • · Quality of the information provided;
  • · Individual corretomion of each member of the board,

MANAGEMENT REPORT

10.4 Committees

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:

  • · Legal risks
  • · Risks concerning intellectual property
  • · Authority to sign for financial transactions
  • · Audit remote sites
  • Roiation of audit firm
  • · Hedging policy of foreign correncies
  • . Reports of the statutory auditor and internal audit

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

10.5 Executive Management

Composition

where the state of the

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  • すな中で …をつける

ļ

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

MANAGEMENT REPORT

losider trading

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.

10.8 Internal control and risk assessment procedures in relation to financial reporting

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

$\frac{1}{2}$

company control of the second company

$\vdots$

j.

MANAGEMENT REPORT

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.

10.9 Elements perfinent to a take-over hid

Capital structure

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.

Restrict one on the transfer of sounities

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.

Restrictions on the exercise of voting rights

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.

Agreements among shareholders.

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.

Amendments to the Articles of Association

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


MANAGEMENT REPORT

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.

Termination of management agreements.

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.

Other elements

The Company has not issued securities with special control rights.

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÷

MANAGEMENT REPORT

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.

10.10 Auditor

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.

10.11 Compliance with the 2009 Belgian Code on Corporate Governance

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.

II. APPROVAL ANNUAL ACCOUNTS AND DISCHARGE

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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STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING OF THE COMPANY MELEXIS NV ON THE ANNUAL ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2017

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.

Report on the audit of the annual accounts

Unqualified apinian

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.

Other matter

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.

Basis for unqualified opinion

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

  • Conclude on the appropriateness of the board of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the Company to caase to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.

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.

Report on other legal and regulatory requirements

Responsibilities of the board of directors

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.

Statutary auditar's responsibilities

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.

Aspects related to the directors' report

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.

Statement related to the social balance sheet

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.

Statement related to independence

  • We did not provide services which are incompatible with the statutory audit of the annual accounts and we remained independent of the Company in the course of our mandate.
  • The fees for additional services which are compatible with the statutory audit of the annual accounts referred to in article 134 of the Companies' Code are correctly disclosed and itemized in the notes to the annual accounts.

Other statements

  • Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium. The appropriation of results proposed to the general meeting complies with the legal provisions and the provisions of the articles of association.
  • There are no transactions undertaken or decisions taken in breach of the Company's articles of association or the Companies' Code that we have to report to you. This report is consistent with the additional report to the sudit committee referred to in article 11 of the Regulation (EU) N° 537/2014.
  • An interim dividend has been distributed during the year in relation to which we have issued the attached free translation report in accordance with legal requirements. For the signed copy of the report, we refer to the Dutch version of the statutory auditor's report.

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

STATUTORY AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF MELEXIS NV ON THE STATEMENT OF ASSETS AND LIABILITIES IN CONNECTION WITH THE PROPOSED DISTRIBUTION OF AN INTERIM DIVIDEND

Introduction

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.

Scope of Review

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.

Conclusion

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

SOCIAL BALANCE SHEET

Number of joint industrial committee:

STATEMENT OF THE PERSONS EMPLOYED

EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER

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

HIRED TEMPORARY STAFF AND PERSONNEL PLACED AT THE ENTERPRISE'S DISPOSAL

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

LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD

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

INFORMATION ON TRAINING PROVIDED TO EMPLOYEES DURING THE PERIOD

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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