DATACOLOR AG · Last trading day 390.75 (30.09.2011) 303.00 (30.09.2010) Average share price 402.59...

DATACOLOR AGANNUAL REPORT 2 0 1 1

Analogous translation of the original German version of 'Geschäftsbericht 2011'. In case of

differences of interpretation arising in comparison to the German version, the wording of the

original German version is valid.

Board of Directors Datacolor AGReport of the Board of Directors 3

Datacolor Share Information 4

Key Figures Group 5

Corporate GovernanceGroup Structure 6

Executive Bodies 7

Information for Investors 14

Commentary to the Business Year 2010 /11 16

Financial ReportDatacolor Group 19

Datacolor AG 46

Addresses 52

Financial year from October 1, 2010, through September 30, 2011

DATACOLOR AGANNUAL REPORT 2 0 1 1

3

Report of the Board of Directors

In fiscal 2010/11, Datacolor maintained its position as a major global manufacturer and supplierof software and hardware systems for color management. Datacolor is a global market leader inthe textile and apparel sector and color calibration of printers and monitors. Thanks to its highlevel of investment in new and innovative products, Datacolor is continually expanding its positionin other key markets such as the automotive and plastics industries as well as manufacturers ofpaint and dyes, while steadily enlarging its own sales organization in order to move closer to itscustomers.

During the year under review, Datacolor streamlined and flattened its organization. The transitionfrom a divisional to a functional structure has strengthened efficiency and sales coordination, customer proximity, product management and product development. The motivated, industry-savvy management team experienced further rejuvenation. Bringing the global sales organizationfor industrial and imaging products under a single Executive Board member and combiningMarketing, Product Management and New Business Development under one leadership, has created an even more effective structure while intensifying contact with customers.

In a difficult market environment facing massive exchange rate movements, Datacolor's consoli-dated net sales were largely stable in fiscal 2010/11. The result was impacted by a further increasein investment (up by one third year-on-year) in developing and accelerating new product launchesas well as by non-recurring costs in connection with the streamlining of the organization and withefforts to move closer to customers and markets. As a result, undiluted earnings per share decreased slightly in fiscal 2010/11 to USD 24.96 (FY 2009/10: USD 28.48). Datacolor is debt-free and has a high net cash position and a comfortable equity ratio. In light of the company'sgood financial position, the Board of Directors is proposing to the shareholders’ general meetingthat a dividend of CHF 10 (CHF 12) be distributed for financial year 2010/11.

On behalf of the Board of Directors, I would like to thank management and staff for their sterlingcommitment in what has been an extremely challenging economic environment. With its lean struc-ture, efficient processes, dynamic management team, high level of innovative capacity and well-filled pipeline of new products, Datacolor meets the requirements necessary for it to continueexpanding its market position under reasonably stable economic conditions.

Werner DubachChairman of the Board of Directors

Report of the Board of Directors

Datacolor Share Information

DATACOLOR SHARE INFORMATION

Stock exchange informationExpected dividend ex date 2012 (subject to approval by AGM) 12.01.12

Listing SIX Swiss Exchange (Zürich)

Security ID 853 104

ISIN CH0008531045

Reuters DCN.S

Bloomberg DCN

Investdata DCN

Capital structure 30.09.2011 30.09.2010

Share capital in CHF 168 044 168 044

Conditional share capital in CHF 4 580 4 580

Number of registered shares 168 044 168 044

Nominal value per share in CHF 1 1

Registration restrictions none none

Voting restrictions none none

Opting out / opting up none none

Significant shareholders (in %) 30.09.2011 30.09.2010

Dubach family 50,38 33,25

Keller family 16,72 16,72

Corisol Holding AG 7,72 3,96

Shareholders by category (in %) 30.09.2011 30.09.2010

Significant shareholders 74,82 53,93

Private investors 79,04 73,22

Corporate investors 20,96 26,78

Non-registered shareholders 3,33 8,18

Share distribution 30.09.2011 30.09.2010

Number of registered shares Number of shareholders Number of shareholders1-100 691 1 599

101-1 000 16 35

1 001-5 000 4 8

5 001-10 000 0 1

>10 000 4* 3*

Total 715 1 646

*including treasury shares of Datacolor AG

Share price data in CHF 2010/2011 2009/2010

First trading day 305.00 (01.10.2010) 305.00 (01.10.2009)

Low 305.00 (01.10.2010) 271.00 (03.05.2010)

High 444.00 (17.12.2010) 319.00 (04.05.2010)

Last trading day 390.75 (30.09.2011) 303.00 (30.09.2010)

Average share price 402.59 297.69

Market capitalization in million as of 30.09 65,7 50,9

4

1) Due to the change of the presentation currency from Swiss francs (CHF) to US dollars (USD), previous year figures havebeen translated to USD for comparison purposes. Please refer to note 3 'Change of the presentation currency from CHFto USD'.

2) Calculation is based on the weighted average number of shares outstanding (issued shares less treasury shares).3) According to the proposal of the Board of Directors on November 17, 2011.4) Distribution in percentage of the share price as of September 30.

Average number of employees 278 258

Personnel expenses 21,4 21,1

Total assets 47,3 46,3

Shareholders' equity 28,7 26,5

as a % of assets 60,7% 57,2%

Net liquidity 23,4 20,4

Per share data2)

Average number of shares 151 243 154 340

Earnings per share in USD (non diluted) 24.96 28.48

Free Cash Flow in USD 33.02 71.49

Shareholders’ equity in USD 189.89 171.64

Dividend in CHF3) 10 12

Share price data as of 30.09 in CHF 390.75 303.00

Yield in %4) 2,6% 4,0%

Key Figures Group

5

KEY FIGURES GROUP

in USD million 2010/2011 2009/20101)

Net sales 55,5 56,1

Change relative to previous year in % -1,2% 23,9%

EBITDA 6,0 6,4

Change relative to previous year in % -7,2% 1 226,8%

as a % of net sales 10,7% 11,4%

EBIT 4,7 5,1



Profit for the year 3,8 4,4



as a % of average shareholders' equity 13,7% 17,5%

Cash flow from operating activities 5,2 11,7



Cash flow from investing activities -0,2 -0,6


as a % of cash flow from operating activities -3,8% -5,6%

Free Cash Flow 5,0 11,0



6

GROUP STRUCTURE

Roles and duties of Datacolor AG

Datacolor AG as top holding company of the Datacolor Group manages its business by means of objectives,

it is involved in the planning process and monitors adherence to the budget. Once the three-year plan and

the budget have been approved by the Board of Directors, the Executive Committee acts on its own authority

within the limits of the budget and the rules of competence. The Executive Committee is responsible for con-

solidation, financing, controlling, asset management and investor relations.

Datacolor AG is a Swiss public limited liability company with its head office in Lucerne. Refer to page 43 for

a disclosure of the Group participations; the market capitalization is disclosed on page 4.

Strategy

Datacolor provides worldwide products and services to industrial as well as professional and hobby

applications in the area of color measurement, management, communication and calibration. Datacolor's

debt-free balance sheet enables it to achieve long-term growth targets with continuing organic growth and

targeted acquisitions.

It aims to achieve significant growth by providing innovative hardware and software products, increasing

market penetration, developing new markets, alliances and acquisitions. Its range comprises products and

systems solutions that are competitive in terms of quality, performance and ease of use. The products are

tailored to customer requirements and able to offer a large potential for generating added value. Providing

services for its products is a growing core activity.

Datacolor aims for market leadership in defined customer segments as well as geographical markets.

Corporate performance is achieved by a flexible, lean and customer-oriented organization.

The production depth is restricted to what is strategically necessary.

Meeting the requirements of a publicly listed company, the stable shareholder basis is a key driver of

Datacolor’s attainment of its long-term goals.

Corporate Governance

7

EXECUTIVE BODIES

Datacolor AG

Board of Directors

Werner Dubach, 1943, CHChairman, Member of the Boardsince 1981, elected until AGM2013Dipl. Ing. Chem. ETH Zurich, MBAWharton University of Pennsylvania

Until January 2009, CEO andChairman of Eichhof Holding AGUntil 1981, Director of the EichhofGroup's Beverages division1975–1979 Technical Director ofthe Eichhof Brewery1971–1975 Management Assistantof the Eichhof Brewery

Conzzeta AG, Zurich, Member ofthe Board

Peter Beglinger, 1945, CHBoard member since 1992, electeduntil AGM 2014Dr. iur. University of ZurichUntil 2007 law office in Zurich,Counsel

1979–2006 own law office in Zurich1976–1978 legal adviser to theexecutive management of Jacobs AG1974–1976 law office Wenger &Vieli, Zurich1974 admitted to the bar

Altin AG, Baar, Chairman of theBoardWürth Finance International B.V.,NL, Member of the Board

Hans Peter Wehrli, 1952, CHBoard member since 2001, electeduntil AGM 2012Dr. oec. publ. University of ZurichProfessor of Business Administra-tion, University of Zurich

Belimo Holding AG, Wetzikon,Chairman of the Board Swiss Prime Site AG, Olten, Chair-man of the Board

Fritz Gantert, 1958, CHBoard member since 2004, electeduntil AGM 2013Dr. sc. techn., Dipl. Masch.Ing.ETH Zurich

Since 2007 General Manager Security Communication Division,Member of the Executive Board,Ascom Holding AG2001–2006 CEO of SchaffnerGroup1998–2001 Sarna Kunststoff Holding AG1988–1998 Ascom


Fritz Gantert, Peter Beglinger, Werner Dubach, Hans Peter Wehrli

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Elections and term of office

Members of the Board of Directors are elected by the Annual General Meeting of Shareholders for an

individual term of office of three years. Newly elected members complete the terms of their predecessors.

There are no limitations on terms of office.

Internal organization

The Board of Directors is self-constituting. It appoints committee members and the secretariat.

Duties

The Board of Directors is the supreme executive body of the Holding company. It adopts resolutions which

determine the company’s fundamental direction and oversees the work of senior management.

Committees

The Board of Directors has established committees to support its work. The primary role of these committees

is to prepare business affairs and oversee the implementation of Board resolutions. Furthermore, the Board

of Directors may delegate the final handling of certain affairs to the committees, provided that delegation of

such tasks is not prohibited by law. The Board of Directors has established two committees: the Finance

Committee as well as the Human Resources and Compensation Committee. Furthermore, a Steering

Committee acts as a supervisory and control instrument (see page 15).

– The Finance Committee prepares the financial plan, the budgets and the statements for submission to the

Board of Directors. Among other things, it issues instructions and monitors the appropriation of liquidity

and the execution of asset management operations.

– The Human Resources and Compensation Committee drafts proposals for the remuneration of the Board

of Directors. It also submits proposals to the Board for appointments to the position of CEO and CFO. The

Committee sets the fixed and variable components of remuneration for the top levels of management, taking

into account the situation on the labor market, performance and achievement of the targets that have been

set. If the Committee deliberates on the remuneration of a member of the Human Resources and Compen-

sation Committee, this member shall withdraw from the proceedings.

Finance Committee: Werner Dubach, Albert Busch, Dr. Mark Leuchtmann

Human Resources and Compensation Committee: Dr. Peter Beglinger, Dr. Fritz Gantert

Principles of operation of the Board of Directors and its committees

The Board of Directors meets as often as business requires, but at least four times a year. Committee meet-

ings are held in addition to Board meetings. Board meetings usually last for between half a day and a day.

In 2010/11, the following number of meetings were held:

– Board of Directors 4

– Finance Committee 13

– Human Resources and Compensation Committee 4


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Areas of competency

Board of Directors

The Board of Directors represents the company externally and manages all company activities unless

responsibility for these has been transferred to another company body in accordance with the law, the Articles

of Association or other policies. The non-transferable and inalienable duties are governed in Art. 716a of the

Swiss Code of Obligations.

Unless the law, the Articles of Association or the directives issued by the Board of Directors stipulate other-

wise, the Board of Directors delegate the operational management of the company to the CEO, together with

the authority to delegate this task onwards. The company’s Organization Regulation governs the breakdown

of responsibility between the Board of Directors and the Executive Committee and can be obtained on the

following website: http://www.datacolor.com/content/corporate-governance.

Executive Committee

Executive Committee members are appointed by the Board of Directors and the Human Resources and

Compensation Committee, respectively.

Information and control instruments towards the Executive Committee

The Executive Committee informs the Board of Directors about the current status of the business, the

consolidated balance sheet, the income statement and deviations to the budget on a monthly basis. On the

occasion of the four meetings of the Board of Directors during the year, the Executive Committee reports on

significant business transactions and on the results of the group-wide management of financial and operating

risks.

Findings of the following bodies also contribute to the regular decision-making process:

– External auditor KPMG AG, Root/Lucerne (auditor of Datacolor AG), which conducts its audit in accordance

with Swiss law and Swiss auditing standards.

– Internal Audit and Risk Management, which monitors the existence and adequacy of the internal control

system and permanently enforces improvements thereof. Further, a systematic process captures strategic,

operational and financial risk and develops and executes measures to mitigate and eliminate risks.


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Albert Busch, 1967, NL/USACEOBS/MS in Electrical EngineeringMS in Industrial ManagementJoined Datacolor in February 2008 Since January 2009 CEO1991–2008, management roles atNV Bekaert SA

Mark Leuchtmann, 1972, DE/CHCFODr. rer. pol. TU MunichSwiss Certified accountantJoined Datacolor in October 2009, 2007–2009 Private Equity Fund, Director2005–2007 Zurich Financial Servi-ces, Head Financial & TransactionAnalysis1999–2005, PricewaterhouseCoo-pers, Manager

Niraj Agarwal, 1968, USAMarketing and Product ManagementPhD Paper Science and EngineeringSince August 2010 at Datacolor2005–2010 Program Management atX-Rite1993–2005 Research & TechnologyManager at Clariant

Brian Levey, 1957, USASales and SupportBS in ChemistrySince 1996 management roles atDatacolor1984–1996 management roles atBeckmann Instruments

Tae Park, 1963, USATechnology BS of Science, Electrical Enginee-ring/Biomedical Engineering,University of PennsylvaniaJoined Datacolor in April 20102007–2010 Sr. Vice President of Engineering-Operations, PowerMedical Interventions2006–2007 Program/IP Manager,Kovio Incorporated1993–2006 Chief Technology Officer, Osirix Incorporated1989–1993 Director of Engineering,Trans-Lite Incorporated1985–1989 Sr. Biomedical En-gineer/Manager, Charm Bioen-gineering/Penicillin Assays

Rico Sauerborn, 1970, DE/ITGlobal OperationsBusiness Administration &Enginee ring (Dipl. Wirtschafts- Ingenieur)Joined Datacolor in January 20092005–2008 Rieter Textile Instru-ments (Changzhou) Co., Ltd.,China2003–2005 Spindelfabrik SuessenGmbH, Germany (Rieter Group)1998–2003 ebm Werke GmbH &Co. KG, Germany

Datacolor Executive Committee


Brian Levey, Niraj Agarwal, Mark Leuchtmann, Tae Park, Rico Sauerborn, Albert Busch

11

Executive Committee

Other activities and interest groups

The Executive Committee members have no permanent management and consulting functions for significant

interest groups and hold neither administrative nor political offices.

Management contracts

There are no management contracts.

Compensation, shareholdings and loans

Content and process in regard to compensation and stock option programs

Competences and process determining compensation and stock option program

On an annual basis the Human Resources and Compensation Committee provides a proposal for the fixed

and variable compensation to the Board of Directors. If the compensation of an individual member of the

Human Resources and Compensation Committee is affected, this member withdraws from the proceedings.

The Board of Directors annually determines the fixed and variable compensations to its members on the

basis of the proposal by the Human Resources and Compensation Committee. In the decision process about

the compensation of an individual Board member, this member keeps his/her participation and voting rights.

The Human Resources and Compensation Committee annually determines the fixed and variable compen-

sation for the Executive Committee members and informs the Board of Directors accordingly.

For the arrangement of the compensation and stock option programs, Datacolor AG does not employ any

external advisors.

General principles and elements of the compensation

Board of Directors

The members of the Board of Directors (all are non-executive) are remunerated with a fixed cash compen-

sation, as well as a variable compensation, which can also be paid in cash or, on request, to the extent

defined annually at the discretion of the Board of Directors, remunerated in the form of options on registered

shares of Datacolor AG. The fixed compensation is determined at the sole discretion of the Board of Directors.

The variable compensation depends on the company's financial success, reflected in the organic growth of

sales as well as the operating profit, and EBIT. However, the weighting of the latter is at the discretion of the

Board of Directors. The Board of Directors' decisions are not based on benchmarks.

For the further terms and conditions relating to the options on shares of Datacolor AG, which Board members

may opt for as their variable compensation component (see above), refer to note 21 in the consolidated

financial statements.

In the year under review, the Board's variable compensation amounted to 50% of the fixed compensation.

For more information on this as well as on the specific composition of the Board’s compensation in the

reporting year, refer to note 23 on page 40.

Executive Committee

The compensation of the Executive Committee consists of a fixed base salary in cash, a variable perform-

ance-based bonus in cash that can be used to purchase stock options, plus contributions to the pension

fund and social insurances.

The fixed base salary is mainly determined by the task to be executed, the responsibility to be assumed, the

person’s qualifications and experience, as well as the market environment. Human Resources and the Com-

pensation Committee primarily refer to the findings of renowned studies relevant to the labor market of the US-

American technology sector to determine salary bandwidths. Using this as a guideline, the Human Resources

and Compensation Committee then defines the fixed salaries at their discretion for the Executive Commission.


12

The criteria for determining the variable compensation (performance-related bonus) are defined in the

regulations adopted by the Human Resources and Compensation Committee; these criteria are valid for

several years and were last reviewed by the Human Resources and Compensation Committee in 2010.

The performance-related bonus depends on the fulfillment of individual performance objectives and the

financial success of the company.

Initially, the pool available for performance-related bonuses is determined based on the two financial value

drivers, organic growth in sales (without acquisitions or divestitures) compared to previous year figures and

budget (20% weighting) as well as the operating EBIT compared to budget (80% weighting). The Board of

Directors sets these targets during the budgeting procedure for a period of one year. The pool may reach a

maximum of 200% of the budgeted target value of the variable compensation.

The members of the Executive Committee (other employees might also be entitled to a bonus) receive indi-

vidual performance-related bonuses based on the achievement of their individual performance goals from

this pool. The pool depends on the company’s financial success. Measurable individual goals are agreed

during the management by objectives process at the beginning of the year between the Chairman of the

Board of Directors and the CEO as well as between the CEO and the members of the Executive Committee.

After the end of the fiscal year, the Human Resources and Compensation Committee assesses and deter-

mines the fulfillment of these goals by the CEO and the other members of the Executive Committee.

If the actual EBIT achieved falls below the target set by the Board of Directors by more than 25% (minimum

threshold), the payment of variable performance-related bonuses is subject to approval by the Human

Resources and Compensation Committee. In contrast, if the actual EBIT achieved as well as the organic

growth in sales exceed the target set by the Board of Directors by more than 100% (EBIT; maximum threshold)

or by more than 50% (organic growth in sales; maximum threshold), this will not further expand the pool of

resources available for the performance-related bonuses.

In total, the performance-related bonus is determined by weighting the attainment of the company's goals

(financial success of the Group) with 20% and the individual targets with 80%.

For the CEO, the performance-related bonus may be a maximum of 81% and for the other members of the

Executive Committee a maximum of 67 to 77% of the annual target salary. The target salary is made up of

the fixed compensation plus the variable amount.

To define the performance-related bonus of the Executive Committee, the Human Resources and Compen-

sation Committee does not consult benchmarks.

In the year under review, the performance-related bonus for the members of the Executive Committee

amounted to between 23% and 101% of the fixed base salary. The weighting of the individual goals and the

financial success was the same for all members of the Executive Committee, with 80% for the individual goals

and 20% for the financial success.

The members of the Executive Committee will have the possibility to use a portion of their variable compen-

sation (performance-related bonus) as determined by the Human Resources and Compensation Committee

to purchase options on registered shares of Datacolor. The three-year blocking period is in taking account

of the company's long-term success. For further parameters of the stock option plan, please refer to note 21

'Stock option plan'.

For details on the Executive Committee's compensation in the year under review, please refer to note 23 on

pages 40 and 41.


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The pension and social insurance expenses include employer contributions to social security as well as the

mandatory and non-mandatory occupational benefits. The expense regulations for the members of the

Executive Board are basically the same as those for all other employees of the respective group company.

Additional rules apply on lump-sum compensation of representatives and petty expenses for the members of

the Executive Committee in Switzerland. These have been approved by the relevant cantonal tax authorities.

The employment contract of members of the Executive Committee does not foresee a company car for their

use.

Share allotment in the year under review

No shares were allotted during the reporting period.

Shareholdings and options

Holdings of shares and options as of September 30, 2011 are disclosed in note 23, on page 41. The purpose

of the option plan is to promote investment by Executive Committee members in Datacolor AG in order to

achieve greater identification with company goals and to align the interests of management with those of

shareholders. The stock options are blocked for three years and entitle the holder to purchase registered

shares at a ratio of 1:1. Refer to the Financial Report, pages 38 and 39, note 21 for details.

Loans granted to executive bodies

There are no outstanding loans granted to members of the executive bodies.

Compensation for former members of executive bodies

No compensation was paid to former members of executive bodies.

Additional fees and remunerations

Generally, additional fees and remunerations are not paid to members of the Board of Directors, Executive

Committee members or related parties in an amount equal to or greater than half of the regular compensation

for the given member.


14

INFORMATION FOR INVESTORS

Share capital

The share capital amounts to CHF 168 044 consisting of 168 044 registered shares with a nominal value of

CHF 1 each. The registered shares entitle the holder to one vote at the General Meeting, provided that the

shareholder is recorded with voting rights in the Datacolor AG share register.

Authorized capital

There is no authorized capital.

Conditional capital

The share capital is increased by a maximum amount of CHF 4 580 (previous year: CHF 4 580) by issuing

4 580 registered shares with a nominal value of CHF 1 each. This conditional capital increase was imple-

mented to enable the exercise of option rights by the members of the Board of Directors and the Executive

Committee. Shareholders are excluded from this purchasing right.

Changes in capital

Regarding capital changes caused by exercised options refer to note 21 and the consolidated statement of

changes in equity on page 23.

Participation certificates

There are no participation certificates.

Limitations on transferability and nominee registrations

There are no limitations with regard to transferability and nominee registrations.

Convertible bonds and options

Datacolor AG has no outstanding convertible bonds.

Regarding options, refer to 'Compensation' above and note 21 on pages 38 and 39 of the Financial Report.

Share listing

Datacolor AG’s shares are listed on SIX Swiss Exchange Zurich under security ID 853 104. See Information

about Datacolor Share on page 4 for an overview of the stock market listing and details of the market

capitalization.

Legal status of shareholders

Shareholders in Swiss public limited companies are granted extensive statutory participation and protection

rights by law. These participation rights are further supplemented by the company Articles of Association.

These ensure that, pursuant to the Code of Obligations, the Annual General Meeting of Shareholders is con-

vened by placing a one-time announcement in the Swiss Official Gazette of Commerce (Schweizerisches

Handelsamtsblatt) and by sending a written invitation to the registered shareholders. An item is added to the

agenda of the Annual General Meeting of Shareholders if the corresponding request is received not later

than 40 days before the date of the meeting. Every shareholder may, besides the independent proxy provided

for by law, allow his or her shares to be represented at the Annual General Meeting by a shareholder with a

written proxy form.

Voting rights limitations

Every shareholder entered with voting rights in the share register is entitled to vote. No new entries in the

share register are made during the 22 days before the Annual General Meeting of Shareholders. There are

no limitations on voting rights.

Entry in the share register

The entry of purchasers in Datacolor AG’s share register is not subject to any conditions.

Cross-shareholdings

There are no cross-shareholdings.

Information for investors

15

Shareholdings in companies

There are no shareholdings in listed companies. Percentage shareholdings in unlisted companies are

disclosed on page 43.

Significant shareholders

See Datacolor Share Information, page 4.

Duty to make an offer

The company’s Articles contain no provisions regarding a duty to make an offer.

Clauses on changes of control

There are no clauses on changes of control.

Auditors

Duration of the mandate and term of office of the lead auditor

Datacolor AG has appointed KPMG AG, Root/Lucerne as auditor. In each case, the mandate is granted by

Datacolor AG’s Annual General Meeting of Shareholders for a period of one year. The mandate was first

given to KPMG in 1992. Thomas Studhalter has been auditor in charge since financial year 2007/08.

Audit fee

KPMG received an audit fee of TUSD 209 for the reporting year 2010/11.

Additional fees

In addition to the audit fee, KPMG provided other services for TUSD 32. The primary expenditure related to

consultancy service in the area of corporate income taxes amounting to TUSD 13.

Supervisory and control instruments towards the auditors

The Board of Directors holds at least two meetings a year with the auditor in charge of the mandate. The

matters dealt with at these meetings include the planning and conduct of audits, the focus points of the audits

and the findings thereof, the main points arising from management letters, the reports on special audits and

the reports of the auditor and the group auditor. The Board of Directors has appointed a steering committee

to manage the audits and to monitor implementation of the auditors’ proposals. This committee is made up

of the Chairman, the CEO and the CFO of Datacolor AG and the auditor in charge of the mandate and meets

regularly while audit work is being carried out.

Information policy

Publications

Datacolor AG publishes a semi-annual report and an annual report in accordance with Swiss GAAP FER.

Additionally, shareholders and the capital market are kept informed of current changes and developments

through press releases. As a company listed on SIX Swiss Exchange, Datacolor AG is aware of its duty to

disclose events relevant to its share price (ad hoc disclosure of price-sensitive information). The website

www.datacolor.com is available for further information on the corporation.

Key dates

Annual General Meeting of Shareholders: January 10, 2012

Semi-annual report: May 3, 2012

Press release: November 2, 2012

Press conference: November 27, 2012

Annual General Meeting of Shareholders: January 10, 2013

Information for investors

16

DATACOLOR IN FISCAL 2010 / 11

Stable sales – Result impacted by major investments in research and development for the future and the

strength of the Swiss franc

Demand in most of Datacolor’s markets was stable in fiscal 2010/11. Datacolor’s net sales, which are con-

solidated in US-Dollar, reached USD 55.5 million (FY 2009/10: USD 56.1 million). The result was impacted

by an increase in research and development expenditure of approximately one third compared to the previous

year, by non-recurring personnel costs in connection with organizational adjustments and the strength of the

Swiss franc. EBITDA came to USD 6.0 million (USD 6.4 million), EBIT to USD 4.7 million (USD 5.1 million) and

net income to USD 3.8 million (USD 4.4 million). Datacolor has a substantial net cash position of USD 23.4

million and a solid equity ratio of 60.7% (September 30, 2010: 57.2%). During the period under review, the

share of sales generated by the Asia Pacific region increased to 30.4% (29.2%), while North and South

America accounted for 28.2% (28.8%) of sales. With a 41.4% (42.0%) share of sales, Europe remains the

largest market. The average headcount increased by 20 to 278 full-time equivalents related to the geo -

graphical expansion of business activities.

Investments in the future

Datacolor is one of the world’s leading suppliers of software and hardware systems for color management.

In order to further accelerate the pace of innovation and new product launches, Datacolor significantly in-

creased its investment in research and development. At USD 6.6 million, 12% of net sales (FY2009/10: 9%)

was invested in new products. During the year under review, Datacolor launched MatchCOM, a powerful

software package which allows industrial customers with their own color management solutions to use

Datacolor's highly precise proprietary matching algorithms. The company also unveiled Select QC, a quality

control tool with a very attractive price-performance ratio intended primarily for customers in new and emerg-

ing markets. Datacolor's SpyderGallery offers a practical solution for simple color calibration of iPad screens.

The microchip-based mini-sensor reached market maturity in the year under review and was presented to

interested OEM customers. Over the coming months, a new portable measuring system is to be introduced

for the automotive industry which will support significantly more precise color measurement within global

supply chains. Marking a world premiere, an innovative solution for customers in the textile industry is being

launched which will for the first time ever enable precise color measurement on multicolored fabrics. The first

half of 2011/12 will see the market launch of the completely redesigned and even more precise generation

of the Datacolor Spyder product family for the calibration of monitors and printers. In the year under review,

in addition to investment in research and development, Datacolor also invested in the expansion of its mar-

keting and sales organization, particularly in China, India, Turkey and Brazil. Around thirty new jobs were

created in China alone with the aim of being able to communicate even more directly with customers and

address the individual requirements of the various markets on a flexible basis.

Organization and processes optimized

The introduction of a functional organization has streamlined the Executive Board, strengthened efficiency and

optimized processes. Product management, marketing and new business development were grouped together

under one Executive Board member, as were sales and support for industrial and imaging products. At the

same time, some functions were relocated out of Switzerland and into the EUR or USD areas, which play a key

part in Datacolor's sales. Others were relocated to China, which resulted in additional non-recurring personnel

costs in fiscal 2010/11. These measures strengthen the company's natural hedging, thereby reducing the impact

of exchange rate fluctuations on the income statement.

Increased investment in research and development reduces operating profitability

There was a further rise in the company's gross profit margin, up from the year-back figure of 63.6% to a

gratifying 64.4%. The operating working capital was again reduced, down USD 0.4 million, as part of the

ongoing optimization of inventory management. The operating result weakened slightly due to an increase

in spending on research and development by around one third and higher personnel costs. The EBITDA

margin came to 10.7% (11.4%) and the EBIT margin to 8.5% (9.1%). The financial result, which was impacted

by foreign exchange losses during the previous year, improved from USD -1.0 million to USD -0.1 million.

Datacolor utilized tax loss carry-forwards during the year under review. Tax expenses amounted to USD

0.8 million resulting in a tax ratio of around 18%. Total assets amounted to USD 47.3 million (FY 2009/10:

USD 46.3 million). At USD 24.1 million (USD 21.5 million), cash and cash equivalents together with financial

assets accounted for 51% of total assets. Datacolor is debt-free.

Commentary to the Business Year 2010 / 11

17

Datacolor AG (Holding)

As in the previous fiscal year, Datacolor AG (holding company for Datacolor investments in subsidiaries)

posted a balanced result at the level of the separate statutory financial statements in fiscal 2010/11. As a

result of the distribution of a dividend of CHF 12 for fiscal 2009/10 (40% of that year's consolidated profit),

the shareholders' equity of Datacolor AG (Holding) decreased to CHF 25.9 million (CHF 27.7 million).

Outlook

Datacolor has a young, industry-savvy management team and a lean and efficient organization. It has a

successful range of products and services, a well-filled development pipeline and a strong sales organization

operating in close proximity to its customers. Over the medium term, Datacolor's strong financial resources

mean that it is well positioned to achieve its ambitious growth and return targets through targeted acquisitions.

Provided the macroeconomic and global political environment develops along stable lines, Datacolor aims

to further expand its market position.

Commentary to the Business Year 2010 / 11

19

Datacolor GroupConsolidated Income Statement 20

Consolidated Balance Sheet 21

Consolidated Cash Flow Statement 22

Consolidated Statement of Changes in Equity 23

Notes to the Consolidated Financial Statements 24

Report of the Statutory Auditor on the Consolidated Financial Statements 45

Datacolor AGIncome Statement 46

Balance Sheet 46

Statement of Changes in Equity 47

Notes 48

Proposed Appropriation of Available Earnings 50

Report of the Statutory Auditor on the Financial Statements 51

FINANCIAL REPORT

Financial year from October 1, 2010, through September 30, 2011

20

CONSOLIDATED INCOME STATEMENT

in TUSD 2010 / 2011 2009 / 20101)

Gross sales 55 638 56 265

Sales deductions -182 -138

Net sales 55 456 100,0% 56 127 100,0%

Cost of goods sold -19 757 -20 415

Gross profit 35 699 64,4% 35 712 63,6%

Sales and marketing expenses -15 765 -16 121

Administrative expenses -8 643 -9 430

Research and development expenses -6 632 -5 096

Other operating income 70 33

EBIT 4 729 8,5% 5 098 9,1%

Financial income 6 3 236 1 645

Financial expenses 6 -3 364 -2 599

Profit before income taxes 4 601 8,3% 4 144 7,4%

Income taxes 7 -826 251

Profit for the year 3 775 6,8% 4 395 7,8%

USD USD

Earnings per share 22

non-diluted 24.96 28.48

diluted 23.60 27.60

CHF CHF

Earnings per share2)

non-diluted 22.71 30.19

diluted 21.48 29.26

Datacolor Group


2) The earnings per share in CHF has been calculated from USD to CHF by using the corresponding average rate of the period.

21

Datacolor Group

CONSOLIDATED BALANCE SHEET

in TUSD 30.09.2011 30.09.20101) 01.10.20091)2)

Assets

Cash and cash equivalents 8 23 386 20 427 12 387

Current financial assets 15 678 1 040 1 076

Trade receivables 9 6 630 6 388 6 388

Other receivables 10 871 1 277 2 369

Inventories 11 3 424 4 631 4 990

Current tax assets 253 235 201

Prepaid expenses 89 161 85

Current assets 35 331 74,6% 34 159 73,8% 27 496 68,8%

Property, plant and equipment 12 8 664 8 445 8 413

Intangible assets 13 2 430 2 678 3 274

Non-current financial assets 15 153 164 135

Deferred tax assets 7 764 827 652

Non-current assets 12 011 25,4% 12 114 26,2% 12 474 31,2%

Assets 47 342 100,0% 46 273 100,0% 39 970 100,0%

Liabilities and shareholders' equity

Financial liabilities 16 0 0 910

Trade payables 2 457 2 981 1 698

Current tax liabilities 1 604 1 008 1 596

Other current liabilities 17 1 228 1 089 1 430

Accrued liabilities 18 10 585 12 005 8 544

Short term provisions 19 538 323 0

Current liabilities 16 412 34,7% 17 406 37,6% 14 178 35,6%

Other non-current liabilities 17 1 553 1 427 1 015

Long term provisions 19 227 533 740

Deferred tax liabilities 431 416 162

Non-current liabilities 2 211 4,6% 2 376 5,2% 1 917 4,7%

Liabilities 18 623 39,3% 19 782 42,8% 16 095 40,3%

Share capital 153 153 153

Treasury shares -4 924 -4 924 -3 415

Retained earnings 33 490 31 262 27 137

Shareholders' equity 28 719 60,7% 26 491 57,2% 23 875 59,7%

Liabilities and shareholders' equity 47 342 100,0% 46 273 100,0% 39 970 100,0%

1) Due to the change of the presentation currency from Swiss francs (CHF) to US dollars (USD), previous year figures have been translated toUSD for comparison purposes. Please refer to note 3 'Change of the presentation currency from CHF to USD'.

2) The opening balance as of October 1, 2009 in USD after the change in the presentation currency from CHF to USD is disclosed for comparisonpurposes.

22

Datacolor Group

CONSOLIDATED CASH FLOW STATEMENT

in TUSD 2010 / 2011 2009 / 20101)

Profit before income taxes 4 601 4 144

Depreciation of property, plant and equipment 12 841 923

Amortization of intangible assets 13 389 401

Loss on disposal of non-current assets 12 35 8

Changes in provisions 19 -123 81

Other non-cash positions -96 1 373

Interest income/expense net 6 -11 -35

Income from securities and dividends, net 6 -66 92

Interest paid -14 -4

Change in fair value of derivatives 14 -327 0

Income taxes received/paid 454 -875

Cash flow before changes in working capital 5 683 6 108

Changes in trade receivables 9 -238 -260

Changes in other receivables 10 -74 1 078

Changes in inventories 11 1 188 396

Changes in trade payables -498 1 240

Changes in other liabilities 17 -871 3 120

Cash flow from operating activities 5 190 11 682

Investments in property, plant and equipment 12 -1 154 -639

Divestments of property, plant and equipment 62 0

Investments in intangible assets 13 -69 -23

Divestments of financial assets 927 0

Interest and dividends received 38 13

Cash flow from investing activities -196 -649

Increase of financial liabilities 16 1 549 0

Decrease of financial liabilities 16 -1 860 -892

Purchase of treasury shares 0 -1 508

Consideration received for issue of stock options 0 94

Repurchase of stock options -45 -44

Dividends paid -1 894 -443

Cash flow from financing activities -2 250 -2 793

Increase in cash and cash equivalents 2 744 8 240

Cash and cash equivalents at beginning of the year 20 427 12 387

Translation differences on cash and cash equivalents 215 -200

Cash and cash equivalents at end of the year 8 23 386 20 427


23

Datacolor Group

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

in TUSDShare

capital1)Treasuryshares2)

Capitalreserves3)

Retainedearnings4)

Accumulatedtranslation

differences

Total retainedearnings

Total share -holders'

equity

Balance as of 1.10.20096) 153 -3 415 0 27 468 -331 27 137 23 875Dividends5) -443 -443 -443Purchase of treasury shares -1 509 -1 509Translation differences 173 173 173Profit of the year 4 395 4 395 4 395Balance as of 30.09.2010 153 -4 924 0 31 420 -158 31 262 26 491

Balance as of 1.10.2010 153 -4 924 0 31 420 -158 31 262 26 491Dividends5) -1 894 -1 894 -1 894Translation differences 347 347 347Profit of the year 3 775 3 775 3 775Balance as of 30.09.2011 153 -4 924 0 33 301 189 33 490 28 719

1) The share capital as of September 30, 2011 consists of 168 044 (30.09.2010: 168 044) registered shares with a nominalvalue of CHF 1 each, translated to USD with the spot rate as of September 30, 2008.

2) Equals the historical purchase value of 16 801 treasury shares (30.09.2010: 16 801). Shares purchased before October 1,2008 were translated at the CHF/USD closing rate as of September 30, 2008.

3) The capital reserves were reclassified to retained earnings as of October 1, 2008.4) The retained earnings contain legal reserves that are subject to certain legal restrictions with regard to their distribution.5) A dividend of CHF 12 (previous year: CHF 3) per share was distributed in the reporting period.6) Due to the change of the presentation currency from Swiss francs (CHF) to US dollars (USD), previous year figures have

been translated to USD for comparison purposes. Please refer to note 3 'Change of the presentation currency from CHFto USD'.

24

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 General policies for the consolidated financial statements

General

Datacolor AG is a Swiss limited company, domiciled in Lucerne and is the parent company of the Datacolor

Group, a worldwide leading provider of solutions for color measurement, management, communication and

calibration.

Basis of preparation

The consolidated financial statements were prepared in accordance with Swiss GAAP FER and comply with

Swiss law.

The consolidated financial statements have been prepared in US Dollar (USD) and were rounded to the near-

est thousand unit. The consolidated financial statements are prepared on a historical cost basis, except for

financial current assets and derivative financial instruments which are recorded at market value.

The preparation of consolidated financial statements in accordance with Swiss GAAP FER requires manage-

ment to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets

and liabilities, and the disclosure of contingent liabilities at the date of the financial statements. Such estimates

and assumptions are based on management’s best judgment at the date of the financial statements. In case

such estimates deviate in the future from the actual circumstances, the original estimates and assumptions

will be modified as appropriate for the year in which the circumstances change. Information with respect to

the stock option plan has been specified compared to the prior year. In the context of this specification the

disclosure has been improved and been amended including prior year information. Consequently the long-

term portion of the liability stemming from the stock option plan is newly disclosed under other non-current

liabilities. The accrued liabilities continue to include the short-term portion of the liability.

Scope of consolidation

The consolidated financial statements include the financial statements of Datacolor AG and its subsidiaries

that are controlled by Datacolor AG. Control is presumed to exist when Datacolor AG owns, directly or indi-

rectly through subsidiaries, more than one half of the voting power of an enterprise or otherwise exercises

management control.

The closing date for the financial statements of Datacolor AG and all its subsidiaries is September 30, with

the exception of Datacolor Technology (Suzhou) Co., Ltd. China, and Datacolor Trading (Shanghai) Co., Ltd.,

China (both as of December 31) as well as Datacolor Solutions Private Limited, Mumbai, India (March 31) for

which interim financial statements as of September 30 are prepared for consolidation purposes.

On December 17, 2009 Datacolor Trading (Shanghai) Co., Ltd was founded in the Peoples Republic of China

after having received the formal business license. In India, Datacolor Solutions Private Limited was founded

formally on January 15, 2010. This two companies are included for the first time for a full business year in the

consolidated financial statements 2010/11.

Principles of consolidation

The assets and liabilities included in the consolidated financial statements are measured according to uniform

principles.

Intragroup balances, intragroup transactions and material unrealized profits resulting from intragroup

transactions are eliminated in the course of consolidation. Acquired (disposed) subsidiaries are consolidated

(deconsolidated) upon the date of change of control.

Foreign currency translation

The financial statements of foreign subsidiaries are translated into US Dollar (reporting currency) for consoli-

dation purposes.

Datacolor Group

25

Assets and liabilities of subsidiaries denominated in foreign currency are translated at the exchange rate

prevailing at the balance sheet date, the income statement is translated into the reporting currency at average

exchange rate of the respective reporting period. Foreign currency differences deriving from the translation of

equity and results of subsidiaries are recorded directly in retained earnings.

In the financial statements of the individual subsidiaries, transactions in foreign currencies are recorded at the

exchange rate prevailing at the date of transaction. Assets and liabilities denominated in foreign currencies

are translated at the exchange rate at the balance sheet date. All resulting differences are recognized as ex-

change gains or losses in the income statement of the individual subsidiary.

Segment reporting

Segment information is presented following different geographic areas and disclosing segment net sales,

assets and average number of employees.

2 Accounting principles

Net sales and revenue recognition

Net sales include all invoiced sales and services to third parties. Sales are recognized in the income statement

when the economic benefits and risks associated with the ownership and legal title are transferred to the

transacting third party.

Stock option plan

As part of the performance oriented, variable compensation for members of the Executive Committee and

Board of Directors, a portion of the variable compensation can be used for the purchase of stock options for

obtaining Datacolor registered shares.

The maximum number of stock options is determined by the Human Resource and Compensation Committee

and depends on the attainment of individual performance objectives within the past period and the operating

performance of the Datacolor Group.

The option premium is fixed and the strike price is valuated using the Black-Scholes-formula. The options are

not subject to any further conditions. After allotment, the stock options have a blocking period of 3 years. Sub-

sequent to the 3 year blocking period the options can be exercised within the following 7 years. On execution

of the stock option a settlement with Datacolor shares is indented.

The fair value of options expected to be granted is recorded under payroll expenses in the period in which the

variable compensation has been earned. For options which can already be exercised or for which the blocking

period expires within one year, the fair value of the personal expense at the date of allotment is recorded in

accrued liabilities. For stock options with a remaining blocking period of at least one year the equivalent value

of payroll expenses recorded at granting of options is disclosed under other non-current liabilities.

In case of a termination of the employment relationship during the blocking period, the fair value of the option

can be paid out in cash in exceptional cases. The option holder receives at the minimum the initially paid option

premium.

At the date of termination of an employment relationship with an option holder and when a cash settlement

becomes apparent, the Group records the expected fair value compensation less the existing accrual. If the

termination of the employment relationship incurs after the balance sheet date but before the publication of the

annual report, material transactions will be disclosed as post balance sheet events.

Deferred income taxes

Deferred income taxes are provided following the comprehensive balance sheet liability-method and reflect

in general all future temporary differences. The measurement of the deferred taxes is based on future tax

rates applicable for the respective taxable entity.

Deferred tax assets deriving from tax losses carried forward are only capitalized when the likelihood of

recoverability is high and future taxable profits are sufficient to recover tax benefits stemming from the tax losses.

Datacolor Group

26

Datacolor Group

Impairment of assets

The carrying amounts of non-current assets are reviewed for impairment at each balance sheet date or if there

are indications that an asset may be impaired. If an indication of potential impairment exists, the recoverable

amount of the respective asset is determined. If the carrying values exceed the estimated recoverable amounts,

the assets are written down to their recoverable amounts. Impairment losses are recognized in the income

statement. The recoverable amount is the higher of the estimated asset’s net selling price and its value in use.

The net selling price is the amount recoverable from the sale of an asset in an arm’s length transaction between

independent parties less the cost of disposal. The value in use is the present value of estimated future cash

flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life.

Employee benefit obligations

The subsidiaries of Datacolor Group have different employee benefit plans in accordance with local regula-

tions and customs in the respective countries. These plans are organized in legally independent and

autonomous foundations. The plans cover most of the employees and provide benefits in case of death,

disability, retirement, or termination of employment. Plans are funded predominantly by a combination of

employee and employer contributions. Contributions are based on a certain percentage of the insured salary.

Employee benefits of Datacolor Group are organized with external pension insurance solutions or savings

institutions respectively, where Datacolor is not exposed to any further contribution commitments beyond the

regular contributions owed and recognized.

Cash and cash equivalents

Cash and cash equivalents include cash, bank accounts, deposits on demand, money market instruments

as well as short-term deposits with terms not exceeding a period of three months.

Current financial assets

Current financial assets are investments in marketable securities that can be permanently liquidated at

efficient markets. They are measured at fair value, whereas unrecognized gains or losses are recorded in

the financial result of the income statement.

Trade receivables

The net trade receivables balance represents invoiced amounts less economically determined allowance for

specific debtor risk and less general allowance based on experience and reflection of the specific aging

structure.

Inventories

Inventories are measured at the lower of acquisition or production cost respectively, or net realizable value.

Property, plant and equipment

Property, plant and equipment are recorded at acquisition cost less accumulated depreciation and any

impairment loss. Land is depreciated only if periodic appraisals reveal a sustained impairment loss. Material

elements of specific fixed asset items with different useful lifetimes are depreciated as separate objects.

Property, plant and equipment are depreciated on a straight-line basis according to economic criteria

corresponding to the estimated useful life. Essentially, these are:

Buildings 30 – 40 years

Machinery and equipment 3 – 20 years

Vehicles 5 – 12 years

27

Intangible assets

Goodwill:

Goodwill represents the difference between the cost of the acquisition and the fair value of the identifiable

assets acquired less liabilities assumed. Goodwill is amortized on a straight-line-basis over a life time of five

to a maximum of twenty years.

Trademarks, licenses, and patents:

Trademarks, licenses, and patents are initially recorded at acquisition cost. Expenditures for internally

generated trademarks are recognized as an expense in the current period. Acquired trademarks, licenses,

and patents are amortized on a straight-line basis of five to ten years.

Capitalized development costs and other intangible assets:

Research costs are charged to the Income statement. Development cost are only capitalized, if the following

criteria are cumulatively fulfilled: The development costs are identifiable and controlled by Datacolor, will

generate a measurable future benefit for more than one year, the expenses can be captured and measured

separately and it is likely that sufficient funds are available for finalizing and commercially exploiting

developed products.

Other intangible assets primarily represent software and are capitalized at their acquisition costs and

amortized on a straight-line basis of five to ten years.

Non-current assets held for sale and discontinued operations:

A non-current asset or group of assets and liabilities are held for sale if the associated carrying amount is mainly

realized through a sale transaction and not through continued use. This requires a high probability of sale and

that the assets and group of assets and liabilities can be sold immediately in their current condition. Prior to

their reclassification to 'held for sale', the assets and the group of assets and liabilities are valued in accordance

with current accounting principles. Following the reclassification, the assets are valued at the lower of carrying

amount or fair value less the cost of disposal. Any impairment is recognized in the income statement.

Derivative financial instruments

Derivative financial instruments are recognized as current or non-current financial assets or liabilities,

depending on the term. If Hedge Accounting is applied, gains and losses on the hedging instruments are

recognized directly in equity until the realization of the hedged risk in the balance sheet. All other derivative

financial instruments are recognized at fair value and not realized gains or losses are included in the financial

result; refer also to note 14.

Provisions

Provisions are made for potential present obligations with uncertain timing or amounts as a result of a past

event and for which a future outflow of resources is probable. The amount is based on the best possible

estimate of the expected outflow of resources. The split into short-term and long-term provision is based on

the expected use within 1 year.

Treasury shares

Treasury shares are reported at historical acquisition cost and shown as a deduction from equity.

Contingent liabilities

Contingent liabilities are measured on the basis of the respective probability and impact of future unilateral

cash outflows and are disclosed in the notes to the consolidated financial statements.

Datacolor Group

28

3 Change of the presentation currency from CHF to USD

Following the disposal of the Eichhof Beverage division and the sale of the Real Estate business Datacolor

Group records a high proportion of its sales in EUR and USD. As production operations are based in China –

and in the USA for strategic components – most costs are incurred in USD or in currencies which track the

USD. The Board of Directors has therefore decided that from fiscal 2010/11 Datacolor Group will prepare and

publish the consolidated financial statements in USD. For comparison purposes the figures of previous periods

originally presented in CHF are translated into USD as follows:

The consolidated income statement for the business year 2009/10 was translated using the average foreign

exchange rate.

For the consolidated balance sheets in USD, as of October 1, 2009 and September 30, 2010 the assets and

liabilities were translated at the closing rate as of those dates.

Datacolor AG’s share capital was translated using the historical foreign exchange rate as of September 30,

2008. This exchange rate reflects the rate at the date of the disposal of the Eichhof Beverage division.

The historical acquisition costs of treasury shares held as of September 30, 2008 were determined at the

disposal of Eichhof Beverage division by comparing the net asset values of the discontinued operations in

relation to the continued operations at the time of the disposal. Consequently, the treasury shares valued at

historical acquisition costs were translated at the closing rate as of September 30, 2008. Treasury shares

purchased thereafter were translated at the average foreign exchange rate prevailing in the respective

periods of purchase.

With the disposal of Eichhof Beverage division and the subsequent payout to the shareholders, during fiscal

2007/08, the shareholders’ equity of the Eichhof Group was reduced by more than 70%. Therefore, Data-

color’s Management considers it appropriate to translate the capital reserves and retained earnings at the

historical rates prevailing at the time of disposal. The capital reserve translated in USD was reclassified to

retained earnings.

Given the disposal of the Eichhof Beverage division and the above-mentioned subsequent substantial

reduction of shareholders’ equity, the cumulative foreign exchange differences in shareholders’ equity were

translated pursuant the methodology applied for capital reserves at the closing rate as of September 30,

2008 and were reclassified to retained earnings.

The consolidated cash flow statement for the business year 2009/10 was translated at the average foreign

exchange rate, with the exception of the foreign currency impacts on cash and cash equivalents and the

change in net working capital (net of cash & cash equivalents).

Datacolor Group

29

4 Segment reporting

5 Personnel expenses

Datacolor Group

2010 / 2011 2009 / 2010

Salaries 16 558 16 583

Social security costs 3 562 3 689

Pension costs 20 665 531

Other personnel expenses 628 342

Personnel expenses 21 413 21 145

Geographical segments2010 / 2011 in % of 2009 / 2010 in % of

total total

Net sales to third parties 55 456 100,0% 56 127 100,0%

Europe 22 957 41,4% 23 548 42,0%

Americas 15 615 28,2% 16 155 28,8%

Asia Pacific 16 884 30,4% 16 424 29,2%

in % of in % oftotal total

Assets 47 342 100,0% 46 273 100,0%

Europe 22 310 47,1% 24 092 52,1%

Americas 14 831 31,3% 13 510 29,2%

Asia Pacific 10 201 21,6% 8 671 18,7%

in % of in % of

total total

Average number of employees 278 100,0% 258 100,0%

Europe 59 21,2% 60 23,3%

Americas 95 34,2% 94 36,4%

Asia Pacific 124 44,6% 104 40,3%

6 Financial result

7 Income taxes

In the previous year, the US-American subsidiary Datacolor Inc. recorded an exceptional tax income of

TUSD 552 in applying for the US Recovery Act of 2009. Operating losses incurred for the running tax period

were offset with tax payments of previous periods and claimed back.

Deferred tax assets amounting to TUSD 764 (previous year: TUSD 827) consist primarily of capitalized tax

assets deriving from tax losses carried forward. The total amount of tax losses carried forward is USD

13,1 million (previous year: USD 14,5 million) and the predominant part is usable without any time restrictions.

Deferred tax assets and liabilities are recorded on the basis of local tax rates with an average tax rate of

22,0% (previous year: 22,0%).

8 Cash and cash equivalents

Bank accounts, postal accounts and short-term deposits generated interest at market rates.

30

Datacolor Group

2010 / 2011 2009 / 2010

Current income taxes -725 269

Deferred income taxes -101 -18

Income taxes -826 251

30.09.2011 30.09.2010

Cash on hand, postal accounts 6 4

Cash at bank 23 380 20 423

Cash and cash equivalents 23 386 20 427

2010 / 2011 2009 / 2010

Interest income 25 35

Dividend income 13 9

Gain on securities 53 0

Foreign exchange gains 3 145 1 601

Financial income 3 236 1 645

Interest expense -14 0

Expenses on securities 0 -101

Foreign exchange losses -3 350 -2 498

Financial expenses -3 364 -2 599

Financial result, net -128 -954

31

Datacolor Group

9 Trade receivables

10 Other receivables

11 Inventories

30.09.2011 30.09.2010

Work in progress 30 1% 110 2%

Semi-finished and finished goods 5 386 93% 4 809 65%

Trading goods 403 6% 2 461 33%

Gross inventories 5 819 100% 7 380 100%

Allowances -2 395 -41% -2 749 -37%

Net inventories 3 424 59% 4 631 63%

30.09.2011 30.09.2010

Other receivables from

– Third parties 114 13% 98 7%

– Government 343 39% 973 76%

– Pension funds 11 1% 10 1%

– Related parties 66 8% 46 4%

Prepayments to third parties 337 39% 150 12%

Other receivables 871 100% 1 277 100%

30.09.2011 30.09.2010

Trade receivables, gross 7 063 100% 6 879 100%

Allowance for doubtful debts -433 -6% -491 -7%

Trade receivables, net 6 630 94% 6 388 93%

32

12 Property, plant and equipment

Other mobile fixed assets contain primarily machines, furnishings, equipment and vehicles.

In the reporting period, the loss before taxes on the disposal of property, plant and equipment amounted to

TUSD 35 (previous year: TUSD 8).

The main disposals related to fully depreciated fixed assets with small individual acquisition costs.

The fire insurance value of the tangible fixed assets amounts to TUSD 24 510 (previous year: TUSD 27 548).

Datacolor Group

Operating properties

Other mobile fixed assets

Total property, plantand equipment

Acquisition or production costs

Balance as of 1.10.2009 11 349 10 000 21 349

Additions 176 463 639

Reclassifications 0 249 249

Disposals -14 -128 -142

Translation differences 10 47 57

Balance as of 30.09.2010 11 521 10 631 22 152

Additions 328 826 1 154

Disposals 0 -2 377 -2 377


Balance as of 30.09.2011 11 866 9 114 20,980

Accumulated depreciation

Balance as of 1.10.2009 4 247 8 689 12 936


Disposals -14 -120 -134

Translation differences -55 37 -18

Balance as of 30.09.2010 4 454 9 253 13 707


Disposals 0 -2 280 -2 280


Balance as of 30.09.2011 4 746 7 570 12 316

Net carrying amount

Balance as of 30.09.2010 7 067 1 378 8 445

Balance as of 30.09.2011 7 120 1 544 8 664

33

13 Intangible assets

Capitalized development costs and other intangible assets include primarily the group-wide utilized ERP

system.

From the total research and development expenses amounting to TUSD 6 632 (previous year: TUSD 5 096)

no expenses were capitalized as in the previous year, because not all criteria for a capitalization were met

(refer to note 2 'Accounting principles').

Datacolor Group

Capitalized development costs

and other intangible assets

Trademarks, licenses,

patents Total

Acquisition or production costs

Balance as of 1.10.2009 12 643 121 12 764

Additions 11 11 22

Reclassifications -249 0 -249


Balance as of 30.09.2010 12 644 133 12 777

Additions 69 0 69


Balance as of 30.09.2011 13 007 133 13 140

Accumulated amortization

Balance as of 1.10.2009 9 483 7 9 490

Additions 398 3 401


Balance as of 30.09.2010 10 089 10 10 099

Additions 386 3 389


Balance as of 30.09.2011 10 697 13 10 710

Net carrying amount

Balance as of 30.09.2010 2 555 123 2 678

Balance as of 30.09.2011 2 310 120 2 430

34

14 Risk management and Internal controls

Due to its international business, the Datacolor Group is exposed to different operational and strategical risks

which are assessed on an ongoing basis by a centralized risk management process. The risks classifications

are based on the analysis of the probability and exposure. As a result, action plans to reduce or avoid risks

are prepared. On a yearly basis, a consolidated risk report is presented to the Board of Directors for approval.

For identified risks relating to financial reporting and accounting, a risk assessment is performed. The group

wide internal controls framework for the financial reporting defines relevant key controls that reduce financial

risks. Moreover, the Datacolor Group is targeting to develop a control environment that ensures a disciplined

management of the existing risks.

The financial risks include credit, illiquidity, foreign exchange and interest risks.

Credit risk

Credit risk is the risk to incur financial losses and arise when customers or a counterparty of a financial

instrument are unable to meet their obligations as agreed. Credit risks are managed by an adequate ongoing

observation of the daily business and carrying out a risk assessment before entering a transaction.

The default risk in terms of trade receivables is limited, since the customer base of the Datacolor Group con-

sists of a large number of customers from various geographical regions. Nevertheless, the risk management

process stipulates an individual customer risk assessment in case of excess of certain credit limits.

Risk of illiquidity

The centralized cash management ensures that the Datacolor Group has always sufficient liquidity to settle

outstanding liabilities on time. The Executive Committee implemented guidelines and processes for a liquidity

planning adopted to the Group's needs.

Foreign currency risk

The Datacolor Group is exposed to foreign currency risks by virtue of its international focus. These risks occur

in transactions which take place in currencies other than the functional currency of the company concerned,

in particular when purchasing or selling goods. Such transactions are primarily settled in EUR and USD. The

individual companies plan their expected payment flows on a regular basis and report these to the Group

Executive Committee.

The difference between incoming and outgoing payments in a specific foreign currency, particularly in USD

and EUR, is considered as not immaterial. Remaining net positions are monitored by Group Management

and hedged on a selective basis if deemed necessary.

The following exchange rates of the most important currencies for the Group were used for translation into

US Dollar:

Balance Sheet Income Statement

Currency Unit 30.09.2011 30.09.2010 2010 / 2011 2009 / 2010

CHF 1 1.11 1.02 1.10 0.94EUR 1 1.36 1.36 1.40 1.37GBP 1 1.56 1.57 1.62 1.57

Datacolor Group

35

Interest risks

Interest risks comprise an interest-rate related cash flow risk, i.e. the risk that future interest payments will

change due to fluctuations in the market interest rate, together with an interest rate related risk of a change

in fair value, i.e. the risk that the fair value of a financial instrument changes due to fluctuations in the market

interest rate.

The consolidated financial statements of the Datacolor Group as of September 30, 2011 do not include any

financial liabilities that are subject to an interest rate change risk.

Derivative financial instruments

In the course of its business activities, Datacolor generates cash surpluses in EUR that are exchanged by

foreign currency forward instruments into USD.

The nominal value of the forward exchange contracts amounts to TEUR 2 900 which will be exchanged into

USD in the business year 2011/12.

The replacement value of the forward exchange contracts amount to TUSD 327 as of September 30, 2011

and is disclosed under current financial assets.

Derivative Contract value Positive fair value Negative fair value Purposefinancial instruments 2011 2010 2011 2010 2011 2010

Forward exchange contracts 3 931 0 327 n/a 0 n/a Hedging

Datacolor Group

36

15 Financial assets

16 Financial liabilities

Available and unused credit lines for Datacolor Group remain unchanged to previous year at CHF 6,5 million

(USD 7,2 million).

During the reporting period the credit line has been drawn down intermediately for an amount of TCHF 1 500

that has been completely redeemed before fiscal year-end.

17 Other liabilities

The non-current liabilities include the long-term portion of the stock option plan of TUSD 1 101 (previous year:

TUSD 992). Refer to note 2 'Accounting principles'.

Datacolor Group

30.09.2011 30.09.2010

Securities held for trading 351 1 040

Positive replacement value of derivatives 327 0

Current financial assets 678 1 040

Other financial assets 153 164

Non-current financial assets 153 164

Financial assets 831 1 204

30.09.2011 30.09.2010

Financial liabilities – banks 0 0

Current financial liabilities 0 0

Credit lines available (TCHF 6 500) 7 222 6 633

Unused credit lines (TCHF 6 500) 7 222 6 633

30.09.2011 30.09.2010

Other current liabilities against– Third parties 235 16

– Government 329 126

Prepayments from third parties 664 947

Other current liabilities 1 228 1 089

Other non-current liabilities 1 553 1 427

Other liabilities 2 781 2 516

37

Datacolor Group

18 Accrued liabilities

The liability resulting from the stock option plan amounts to TUSD 1 502 (previous year: TUSD 992) of which

the non-current part is disclosed under other non-current liabilities. Refer to note 2 'Accounting principles'

and note 21 'Stock option plan'.

19 Provisions

Provisions for warranty cover potential warranty claims, which are likely to incur based on the experience of

past warranty cases.

The calculation is based on realized sales transactions for which a warranty promise has been given, the

probability of warranty cases and associated internal and external warranty costs.

Provisions for restructuring and other provisions cover mainly expenses resulting from the operational and

organizational changes undertaken in fiscal year 2008/09. Beside liabilities arising from seller's warranties

granted upon the sale of the real estate activities, further liabilities are stemming from operational rent

obligations for abandoned lease objects with a residual rental period up to 2016.

WarrantyRestructuring /

Other Total

Balance as of 1.10.2009 174 566 740


Used -67 -88 -155

Reversed 0 0 0

Reclassification 12 -12 0


Balance as of 30.09.2010 323 533 856

Disclosed in consolidated balance sheet as:

Short term provision 323 0 323

Long term provision 0 533 533

Balance as of 1.10.2010 323 533 856

Additions 263 2 265

Used -248 -140 -388

Reversed 0 0 0


Balance as of 30.09.2011 346 419 765

Disclosed in the consolidated balance sheet as:

Short term provisions 346 192 538

Long term provision 0 227 227

30.09.2011 30.09.2010

Accrued service contracts / costs 5 234 5 024

Employee related accruals 2 906 4 704

Stock option plan 401 0

Year-end closing (audit, tax consulting, bookkeeping) 490 543

Other accrued expenses 1 554 1 734

Accrued liabilities 10 585 12 005

38

Datacolor Group

20 Employee benefits

Economic benefit /economic liability and pension expenses

Most pension plans are financed through contributions from the employer and employee. Contributions are

calculated as a percentage of the insured salary.

In Switzerland the pension plan is regulated through an independent fund ('Gemeinschaftsstiftung'). The

actuarial coverage according to Art. 44 BVV 2 was at 100.1% as of 30.09.2011, at 104.2% as of 31.12.2010

and 101.2% as of 30.06.2010.

The pension liability of TUSD 324 (previous year: TUSD 324) originates from pension plans of the German

subsidiary. The amount of service duration depending pension liabilities is based on actuarial calculations.

Other foreign plans are pure defined contribution plans.

21 Stock option plan

As part of the performance-related compensation stock options to subscribe Datacolor registered shares

are granted to the members of the Board of Directors and certain members of the management. For the

exercise of the option rights conditional share capital of CHF 4 580 for 4 580 registered shares with a nominal

value of CHF 1 each is available (see page 14 Information for investors).

The strike price and option buy back values are calculated using the financial option pricing model Black-

Scholes. The option premium is set at CHF 125 or CHF 50 respectively depending of the domicile of the

beneficiary.

The expenses recorded in the reporting period amount to TUSD 309 (previous year: TUSD 265) and the total

liability recorded amounts to TUSD 1 502 (previous year: TUSD 992), of which the current portion of TUSD

401 (previous year: TUSD 0) is disclosed as accrued liability and the non-current portion of TUSD 1 101

(previous year: TUSD 992) is recorded in other non-current liabilities.

In the reporting period 256 options have been bought back from a leaving management team member and

no options have been exercised. In the fiscal year 2009/10 5 180 options have effectively been granted by

using a portion of the variable salary compensation while the expected granting amounted to 3 208 stock

options. No additional expenses arose out of this.

The exercise price of options expected to be granted for the reporting period corresponds with the fiscal value

and has been determined by using the Black-Scholes valuation model. The following significant input patterns

were used in the model: the average share price of the financial year 2010/11 of CHF 403 (previous year:

CHF 298), a discount of 6% per year of the blocked period, exercise prices shown below, the standard deviation

of expected share price returns of 17,5% (previous year: 29,8%), dividend yield of 5%, option term of ten years

and annual risk-free interest rate of 0,98%. Following the increment of the shareholding of major shareholders in

the reporting period the actual volatility declined substantially. Therefore the volatility applied in the validation

model is based on the actual volatility since January 1, 2011 using weekly share prices.

Surplus /deficit ac-cording to

pensionplans underSwissGAAP

FER 26Economic share of the company

Changecompared

to prioryear, reco-

gnized inthe period

Accruedcontributi-ons for the

period

Pension plan expenses in

personnel expenses

30.09.2011 30.09.2011 30.09.2010 2010 / 2011 2010 / 2011 2009 / 2010

Pension plans without ownassets (foreign) 0 324 324 0 0 456 327Pension plans withsurplus / deficit (Switzerland) 0 0 0 0 0 209 204

Total 0 324 324 0 0 665 531

39

Datacolor Group

Grant

Quantity ofoutstanding

options1.10.2009

and ex-pected

granting

Exer -cise

price(CHF)1)

Expira-tion of

blockingperiod

Expira-tion of

exerciseperiod

Reclas-sifica-

tion

Quantity ofoptions

exercised2009 / 2010

Quantity ofoptions re-purchased2009 / 2010


options30.09.2010

and expected granting

Fiscal Year

2008 (strike price CHF 220) 1 120 270 1.10.11 1.10.18 -320 0 0 8002008 (strike price CHF 50) 3 080 175 1.10.11 1.10.18 128 0 -320 2 8882009 (strike price CHF 173) 1 360 223 1.10.12 1.10.19 0 0 0 1 3602009 (strike price CHF 11) 1 968 136 1.10.12 1.10.19 0 0 0 1 968

Total carry forward 7 528

2010 (expected granting) 244 1.10.13 1.10.20 1 600


Total 7 528 -192 0 -320 10 224

1) including option premium of CHF 50 or CHF 125 respectively.

Grant


options1.10.2010

and ex-pected

granting

Exer -cise

price(CHF)1)

Expira-tion of

blockingperiod

Expira-tion of

exerciseperiod

Reclas-sifica-

tion

Quantity ofoptions

exercised2010 / 2011

Quantity ofoptions re-purchased2010 / 2011


options30.09.2011

and expected granting

Fiscal Year

2008 (strike price CHF 220) 800 270 1.10.11 1.10.18 320 0 0 1 1202008 (strike price CHF 50) 2 888 175 1.10.11 1.10.18 -320 0 -128 2 4402009 (strike price CHF 173) 1 360 223 1.10.12 1.10.19 0 0 0 1 3602009 (strike price CHF 11) 1 968 136 1.10.12 1.10.19 0 0 -128 1 8402010 (strike price CHF 194) 3 100 244 1.10.13 1.10.20 0 0 3 1002010 (strike price CHF 31) 2 080 156 1.10.13 1.10.20 0 0 2 080

Total carry forward 12 196



Total 12 196 0 0 -256 15 0281) including option premium of CHF 50 or CHF 125 respectively.

40

22 Earnings per share (EPS)

Earnings per share were calculated by dividing the Datacolor Group's profit for the year by the average

number of shares outstanding (issued shares less treasury shares).

Diluted earnings per share include the effect of dilution, which would arise as a result of exercising stock

options.

23 Related parties and companies

Datacolor AG has related party relationships with its subsidiaries, their pension plans and with Members of

the Board of Directors and with the Executive Committee.

Group companies

A list of the Datacolor Group subsidiaries is included in note 29. Transactions between Datacolor AG and its

subsidiaries and between subsidiaries of Datacolor Group are eliminated in the course of consolidation.

There are no associated companies or joint ventures.

Total payments to non-executive Members of the Board of Directors were TUSD 548 in the reporting period

(previous year: TUSD 334).

The remuneration paid to the Board of Directors and Executive Committee in the reporting year is shown

below:

Remuneration of Members of the Board of Directors and Executive Committee

Remunerations paid to former Members of the Executive Committee in financial year 2010 / 11 amounted to

TUSD 723 (previous year: TUSD 89).

Remuneration of the Board of Directors

Datacolor Group

2010 / 2011 2009 / 2010

Profit for the year 3 775 4 395

Average number of shares outstanding 151 243 154 340

Basic earnings per share in USD 24.96 28.48

Effect of dilution: Number of share options 8 734 4 890

Adjusted average number of shares for diluted earnings per share 159 977 159 230

Diluted earnings per share in USD 23.60 27.60

2010 / 2011

Remunera-tion paid

in cashPension

costs

Stock optionbased

compensation Total

To four non-executive Members of the Board of Directors 345 0 203 548

To nine Members of the Executive Committee 2 236 106 253 2 595

Total 2 581 106 456 3 143

Remunera-tion paid

in cashPension

costs

Stock optionbased

compensation Total

Werner Dubach, chairman 214 0 88 302

Dr. Peter Beglinger, deputy chairman 59 0 49 108

Prof. Dr. Hans Peter Wehrli, member 37 0 33 70

Dr. Fritz Gantert, member 35 0 33 68

Total 345 0 203 548

41

Datacolor Group

Highest total remuneration

Remuneration of Members of the Board of Directors and Executive Committee

Remuneration of the Board of Directors

Highest total remuneration

Investments as of September 30

The total number of shares held by the Board of Directors and Executive Committee amounted to 85 533

(previous year: 57 005). In the reporting period 5 180 options (previous year 3 328) were granted to the Board

of Directors and Executive Committee.

No material receivables or liabilities between the company and its related parties existed at the end of both

the reporting period and the previous year, with the exception of pension plans.

Additional information on the executive bodies, together with the content and procedures for determining

compensation and participation programs are described in the section 'Corporate governance'.

Remunera-tion paid

in cashPension

costs

Stock optionbased

compensation Total

Albert Busch 496 17 55 568

2009 / 2010

Remunera-tion paid

in cashPension

costs

Stock optionbased

compensation Total

To four non-executive Members of the Board of Directors 211 0 123 334

To nine Members of the Executive Committee 1 569 90 84 1 743

Total 1 780 90 207 2 077

2011no.

of shares

2010no.

of shares

2011no.

of options

2010no.

of options

Werner Dubach, chairman 84 653 55 875 3 240 2 600

Dr. Peter Beglinger, deputy chairman 650 650 1 080 720



Executive Committee 0 0 6 180 2 736

Total 85 533 57 005 11 940 7 016

Remunera-tion paid

in cashPension

costs

Stock optionbased

compensation Total

Werner Dubach, chairman 140 0 54 194

Dr. Peter Beglinger, deputy chairman 31 0 29 60



Total 211 0 123 334

Remunera-tion paid

in cashPension

costs

Stock optionbased

compensation Total

Albert Busch 251 11 23 285

42

24 Leasing commitments

As in the previous year, no finance lease contracts existed at the balance sheet date.

The following overview shows future liabilities arising from non-capitalized operating lease contracts arranged

in order of the due dates:

The leasing expenses in the financial year amount to TUSD 169 (previous year: TUSD 165).

25 Contingent liabilities

There were no sureties, guarantee obligations or pledged assets in favor of third parties either in the reporting

period nor in the previous year.

The company is involved in legal disputes, lawsuits and court cases in the ordinary course of business. As

far as the company can ascertain at the current point in time, such disputes are not expected to exceed

existing provisions or otherwise exert a material influence on its financial situation or operating result.

26 Securing of own liabilities

No assets were pledged to secure own liabilities either in the reporting period or in the previous period.

27 Acquisitions

No acquisitions have been executed either in the reporting period or in the previous period.

28 Subsequent events

The consolidated financial statements were approved for publication by the Board of Directors on November

17, 2011. They have yet to be approved by the general meeting.

The Board of Directors is to recommend to the general meeting that a dividend of CHF 10 per share or

TCHF 1 512 will be paid for the financial year 2010/ 11.

No further significant events which might have an influence on the information presented in the 2010 / 11

annual financial statements or require disclosure in this report occurred between the balance sheet date and

November 17, 2011.

30.09.2011 30.09.2010

Due in reporting period + 1 year 85 84

Due in reporting period + 2 years 40 40

Due in reporting period + 3 years 27 27

Due in reporting period > 3 years 14 14

Total operating lease liabilities 166 165

Datacolor Group

43

Datacolor Group

29 Group entities

1) These companies are held directly by Datacolor AG.

Company Location CurrencyShare capital

in '000Ownership

interest in %

Datacolor

Datacolor Holding AG1) CH-Lucerne CHF 10 000 100

Datacolor AG Europe CH-Dietlikon CHF 2 000 100

Datacolor Logistik AG CH-Lucerne CHF 1 000 100

Datacolor International France SAS F-Paris EUR 274 100

Datacolor GmbH D-Marl EUR 256 100

Datacolor Asia Pacific (HK) Ltd. Hong Kong HKD 10 100

Datacolor Inc. USA-Lawrenceville USD 35 808 100

Datacolor International Ltd. GB-Altrincham GBP 7 500 100

Datacolor Italia S.r.l. I-Bergamo EUR 20 100

Datacolor Technology (Suzhou) Co., Ltd. China-Suzhou USD 3 200 100

Datacolor Trading (Shanghai) Ltd. China-Shanghai CNY 1 364 100

Datacolor Solutions Private Limited India-Mumbai INR 100 100

Others

MABAG AG1) CH-Lucerne CHF 100 100

REPORT OF THE STATUTORY AUDITOR ON THE CONSOLIDATED FINANCIAL STATEMENTS

to the General Meeting of Shareholders of Datacolor AG, Lucerne

As statutory auditor, we have audited the accompanying consolidated financial statements of Datacolor AG,which comprise the income statement, balance sheet, cash flow statement, statement of changes in equityand notes, as set out on pages 20 to 43 for the year ended September 30, 2011.

Board of Directors’ ResponsibilityThe board of directors is responsible for the preparation and fair presentation of the consolidated financialstatements in accordance with Swiss GAAP FER and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation andfair presentation of consolidated financial statements that are free from material misstatement, whether dueto fraud or error. The board of directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit.We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in theconsolidated financial statements. The procedures selected depend on the auditor’s judgment, includingthe assessment of the risks of material misstatement of the consolidated financial statements, whether dueto fraud or error. In making those risk assessments, the auditor considers the internal control system relevantto the entity’s preparation and fair presentation of the consolidated financial statements in order to designaudit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinionon the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropria-teness of the accounting policies used and the reasonableness of accounting estimates made, as well asevaluating the overall presentation of the consolidated financial statements. We believe that the audit evi-dence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the consolidated financial statements for the year ended September 30, 2011 give a true andfair view of the financial position, the results of operations and the cash flows in accordance with Swiss GAAPFER and comply with Swiss law.

Report on Other Legal Requirements

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

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm thatan internal control system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of the board of directors.

We recommend that the consolidated financial statements submitted to you be approved.

KPMG AG

Thomas Studhalter Sandro MascarucciLicensed Audit Expert Licensed Audit ExpertAuditor in Charge

Root/Lucerne, November 17, 2011

Datacolor Group

45

46

INCOME STATEMENT

in TCHF 2010/2011 2009 / 2010

Service income 401 708

Other income 0 361

Financial income 890 493

Financial expenses -161 -297

Administrative expenses -1 060 -1 211

Income taxes -26 5

Profit for the year 44 59

BALANCE SHEET

in TCHF 30.09.2011 30.09.2010

Assets

Cash and cash equivalents 599 566

Financial assets 315 1 019

Other receivables

– third parties 42 117

– group companies 977 910

Prepaid expenses 9 15

Current assets 1 942 6,9% 2 627 8,9%

Investments in group companies 2 10 100 10 100

Treasury shares 3 5 356 5 091

Loans to group companies 2 10 607 11 647

Non-current assets 26 063 93,1% 26 838 91,1%

Assets 28 005 100,0% 29 465 100,0%

Liabilities and shareholders' equity

Other current liabilities

– third parties 78 34

– group companies 259 249

Accrued liabilities 4 746 508

Current liabilities 1 083 3,9% 791 2,7%

Other non-current liabilities 4 991 972

Non-current liabilities 991 3,5% 972 3,3%

Liabilities 2 074 7,4% 1 763 6,0%

Share capital 3 168 168

Legal reserves 84 84

Reserve for treasury shares 3 5 356 5 356

Available earnings 20 323 22 094

Shareholders' equity 25 931 92,6% 27 702 94,0%

Liabilities and shareholders' equity 28 005 100,0% 29 465 100,0%

Datacolor AG

47

Datacolor AG

STATEMENT OF CHANGES IN EQUITY

in TCHF Share capital Legal reservesReserve for

treasury shares Free reservesAvailable earnings

Total sharehol-ders' equity

Balance as of 1.10.2009 168 84 3 757 0 24 104 28 113

Dividends -470 -470


Purchase of treasury shares 1 599 -1 599 0

Balance as of 30.09.2010 168 84 5 356 0 22 094 27 702

Balance as of 1.10.2010 168 84 5 356 0 22 094 27 702

Dividends -1 815 -1 815


Balance as of 30.09.2011 168 84 5 356 0 20 323 25 931

48

NOTES

1 Accounting and valuation principles

The financial statements of Datacolor AG comply with the Swiss Code of Obligations.

Financial assets

Current financial assets contain marketable, easily realizable securities held for trading. The fair value of

these assets is the market value as of the balance sheet date.

Investments and loans

Investments and loans are valuated at acquisition cost less accumulated amortization.

2 Loans to and investments in Group companies

Loans to Group companies are given on a long-term basis for financing purposes.

The significant direct and indirect investments of Datacolor AG in Group companies are disclosed

on page 43 of this report.

3 Shareholders' equity

Share capital

The share capital of Datacolor AG of CHF 168 044 (previous year: CHF 168 044), is fully paid-in and consists

of 168 044 registered shares (previous year: 168 044) with a par value of CHF 1 each.

The shares are listed on the SIX Swiss Exchange Zurich under security ID 853 104.

Conditional share capital

As of September 30, 2011 there was conditional share capital of a maximum of CHF 4 580 (previous year:

CHF 4 580) with a par value of CHF 1 each.

In the year under review, no shares (previous year: 0) were issued out of the conditional share capital due to

exercised stock options.

Treasury shares

Datacolor AG holds a total of 16 801 (previous year: 16 801) treasury shares, carried at TCHF 5 356 (previous

year: TCHF 5 091). The voting rights for these shares are suspended. 11 940 treasury shares are reserved

for the stock option plan of the Datacolor Group.

The share capital entitled to dividend payments amounts to CHF 151 243 (previous year: CHF 151 243).

2011 2010Carrying Carrying

Par value amount Par value amountTCHF TCHF Number TCHF TCHF Number

Balance as of 1.10. 17 5 091 16 801 11 3 671 11 469

Shares purchased 6 1 599 5 332

Shares sold

Profit 265 -179

Balance as of 30.09. 17 5 356 16 801 17 5 091 16 801

Datacolor AG

49

Significant shareholders

The Board of Directors of Datacolor AG is aware of the following individual shareholders and jointly voting

shareholders' groups whose holdings exceed 5% of all voting shares:

Dubach family 50,38% (previous year: 33,25%)

Keller family 16,72% (previous year: 16,72%)

Corisol Holding AG 7,72% (previous year: 3,96%)

Additional information

Information concerning compensation, loans and advances, as well as participations and options given to

current and former Members of the Board of Directors and Members of the Executive Committee are

disclosed in the notes to the consolidated financial statements, note 23.

4 Liabilities resulting from management stock option plan

Information with respect to the stock option plan has been specified compared to prior year (refer to note 2

'Accounting principles' of the consolidated financial statements). Consequently the long-term portion of the

liability stemming from the stock option plan of TCHF 991 (previous year: TCHF 972) is newly disclosed in

the non-current liabilities. The accrued liabilities continue to include the short-term portion of the liability of

TCHF 361 (previous year: TCHF 0).

5 Pledges and guarantees in favor of third parties

As of September 30, 2011 Datacolor AG has not provided any pledges or guarantees in favor of third parties.

6 Information on risk assessments

The assessment and control of risks within Datacolor Group is performed by applying a standardized, four level

risk management approach that includes the risk elements identification, analysis, control and reporting.

Further information is stated in note 14 'Risk management and internal controls' of the consolidated financial

statements of Datacolor Group.

7 VAT Group taxation

In the context of the group taxation for the Swiss value added tax Datacolor AG is jointly liable for the group

companies Datacolor Logistik AG, Lucerne, Datacolor AG Europe, Dietlikon and Datacolor Holding AG, Lucerne.

Datacolor AG

50

PROPOSED APPROPRIATON OF AVAILABLE EARNINGS

Proposal of the Board of Directors

Available earnings TCHF 20 323

The Board of Directors proposes that the available earnings of TCHF 20 323 of Datacolor AG are distributed as

follows:

Dividend on dividend-entitled capital of CHF 151 243 TCHF 1 512

Allocation to reserve for capital contributions1) TCHF 2 476

To be carried forward TCHF 16 335

Total TCHF 20 323

The total distribution of CHF 1 512 430 corresponds to a gross dividend of CHF 10 per dividend-entitled

share at a par value of CHF 1. If this earnings appropriation proposal is accepted, the date of the dividend

payment will be January 17, 2012.

1) The reserve for capital contributions of CHF 2 475 503 was built from capital contributions resulting from the exercise ofstock options between 2005 and 2007.

Datacolor AG

51

REPORT OF THE STATUTORY AUDITOR ON THE FINANCIAL STATEMENTS TO THE GENERAL MEETING OF SHAREHOLDERS OF

Datacolor AG, Lucerne

As statutory auditor, we have audited the accompanying financial statements of Datacolor AG, which com-prise the income statement, balance sheet, statement of changes in equity and notes, as set out on pages46 to 49 for the year ended September 30, 2011.

Board of Directors’ ResponsibilityThe board of directors is responsible for the preparation of the financial statements in accordance with therequirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing,implementing and maintaining an internal control system relevant to the preparation of financial statementsthat are free from material misstatement, whether due to fraud or error. The board of directors is further res-ponsible for selecting and applying appropriate accounting policies and making accounting estimates thatare reasonable in the circumstances.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we planand perform the audit to obtain reasonable assurance whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers the internal control system relevant to the entity’s preparationof the financial statements in order to design audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system.An audit also includes evaluating the appropriateness of the accounting policies used and the reasonablen-ess of accounting estimates made, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

OpinionIn our opinion, the financial statements for the year ended September 30, 2011 comply with Swiss law andthe company’s articles of incorporation.

Report on Other Legal Requirements

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

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm thatan internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the board of directors.

We further confirm that the proposed appropriation of available earnings complies with Swiss law and thecompany’s articles of incorporation. We recommend that the financial statements submitted to you be approved.

KPMG AG

Thomas Studhalter Sandro MascarucciLicensed Audit Expert Licensed Audit ExpertAuditor in Charge

Root/Lucerne, November 17, 2011

Datacolor AG

ADDRESSES

Headquarter Holding

Datacolor AGWaldstätterstrasse 12CH-6003 Lucernewww.datacolor.com

Datacolor

USA

Datacolor Inc. 5 Princess Road08648 Lawrenceville NJ, USA Tel. +1 609 924 21 89 Fax +1 609 895 74 72 www.datacolor.com

Europe

Datacolor AG EuropeBrandbachstrasse 10CH-8305 DietlikonTel. +41 44 835 37 11Fax +41 44 835 38 35www.datacolor.com

Asia

Datacolor Asia Pacific (HK) LimitedRoom 4301, 43 / F.Metroplaza, Tower II223 Hing Fong RoadKwai ChungHong KongTel. +852 2 420 82 83Fax +852 2 420 83 20www.datacolor.com

DATACOLOR AG · Last trading day 390.75 (30.09.2011) 303.00 (30.09.2010) Average share price 402.59...

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