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Report of the Statutory Auditor on the remuneration report

to the General Meeting of Shareholders of Autoneum Holding Ltd, Winterthur

We have audited the accompanying remuneration report dated March 2, 2016, of Autoneum Holding Ltd for the year

ended December 31, 2015. The audit was limited to the information according to articles 14–16 of the Ordinance against

Excessive Compensation in Stock Exchange Listed Companies (Ordinance) contained in the tables “Remuneration to

the members of the Board of Directors and of the Group Executive Board in 2015” and “Remuneration to the members of

the Board of Directors and of the Group Executive Board in 2014” on pages 106 to 107 of the remuneration report.

Responsibility of the Board of Directors

The Board of Directors is responsible for the preparation and overall fair presentation of the remuneration report in

accordance with Swiss law and the Ordinance against Excessive Compensation in Stock Exchange Listed Companies.

The Board of Directors is also responsible for designing the remuneration system and defining individual remuneration

packages.

Auditor’s responsibility

Our responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit in

accordance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about whether the remuneration report complies with

Swiss law and articles 14–16 of the Ordinance.

An audit involves performing procedures to obtain audit evidence on the disclosures made in the remuneration report

with regard to compensation, loans and credits in accordance with articles 14–16 of the Ordinance. The procedures

selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements in the

remuneration report, whether due to fraud or error. This audit also includes evaluating the reasonableness of the methods

applied to value components of remuneration as well as assessing the overall presentation of the Remuneration report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the remuneration report for the year ended December 31, 2015, of Autoneum Holding Ltd complies

with Swiss law and articles 14–16 of the Ordinance.

KPMG AG

Kurt Stocker

Kathrin Schünke

Licensed audit expert

Licensed audit expert

Auditor in charge

Zurich, March 2, 2016

108

Autoneum Financial Report 2015

Remuneration report