SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                        --------------------------------

                                    FORM 20-F
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                        Commission file number 005-46629
                        --------------------------------

                          PFEIFFER VACUUM TECHNOLOGY AG
             (Exact name of Registrant as specified in its charter)

                           FEDERAL REPUBLIC OF GERMANY
                 (Jurisdiction of incorporation or organization)

                  BERLINER STRASSE 43, D-35614 ASSLAR, GERMANY
                    (Address of principal executive offices)

              Securities registered or to be registered pursuant to
                           Section 12(b) of the Act.
 -----------------------------------------------------------------------------
                                                    NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS                        ON WHICH REGISTERED
 ---------------------------------------          ----------------------------
     American Depositary Shares, each               New York Stock Exchange
     representing one Ordinary Share

 Ordinary Shares, without nominal value
 --------------------------------------           ----------------------------

              Securities registered or to be registered pursuant to
                            Section l2(g) of the Act.
                                      NONE
                                (Title of Class)
                        --------------------------------

        Securities for which there is a reporting obligation pursuant to
                           Section 15(d) of the Act.
                                      NONE
                                (Title of Class)
                        --------------------------------

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:

         Ordinary shares, without nominal value ..............8,790,600
                            (as of December 31, 2001)

Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or 15(d) of the Securities Exchange Act of l934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                Yes [X]                             No [ ]

Indicate by check mark which financial statement item the registrant has elected
to follow.

                Item 17 [ ]                         Item 18 [X]


<PAGE>


UNLESS THE CONTEXT OTHERWISE REQUIRES, THE TERMS "PFEIFFER" AND THE "COMPANY"
REFER TO PFEIFFER VACUUM TECHNOLOGY AG AND ITS PREDECESSORS AND SUBSIDIARIES.



                                   CONVENTIONS

     The Company publishes its financial statements in Euro ("(euro)"). Unless
otherwise indicated, all amounts in this Annual Report on Form 20-F (the
"Report") are expressed in Euro. The consolidated financial statements as of
December 31, 2000, 1999, 1998 and 1997 and for the years then ended have been
prepared in Deutsche Marks and were translated into Euro at the Official Fixed
Conversion Rate.


                           FORWARD-LOOKING STATEMENTS

     This Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking statements
relate to, among other things, environmental matters, legal proceedings, Euro
conversion, patents, capital requirements and general industry and business
conditions applicable to the Company. These forward-looking statements are based
largely on the Company's current expectations and are subject to a number of
risks and uncertainties. Important factors to consider in evaluating such
forward-looking statements include changes in external competitive market
factors, and other factors that may prevent the Company from competing
successfully in existing or future markets. Such factors would include downturns
in the businesses of customers of the Company, technological advances by
competitors of the Company, technological obsolescence of the Company's
products, supply shortages in the raw commodity market caused by the failure of
a main supplier or new environmental requirements, fluctuations in exchange
rates, and a global or regional economic crisis. There can be no assurance that
the results implied by the forward-looking statements contained in this Report
will in fact be realized, and actual results may differ materially.



                                     PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISERS

Not applicable.


ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.


                                     Page 1
<PAGE>


ITEM 3. KEY INFORMATION

A.   SELECTED FINANCIAL DATA

     The following selected financial data should be read in conjunction with,
and are qualified in their entirety by, the Company's Consolidated Financial
Statements and notes thereto and Operating and Financial Review and Prospects
included elsewhere in this Report.

The consolidated statement of income data and balance sheet data have been
derived from the Company's Audited Consolidated Financial Statements, prepared
in accordance with accounting principles generally accepted in the United
States.

<TABLE>
<CAPTION>
                                               2001         2000         1999         1998        1997
                                              (EURO)       (EURO)       (EURO)       (EURO)       (EURO)
<S>                                           <C>          <C>          <C>          <C>         <C>
                                                (IN THOUSANDS EXCEPT PER SHARE AND SHARE AMOUNTS)
STATEMENT OF INCOME DATA
Net sales.................................    170,140      184,678      153,468      142,758     141,217
Gross profit..............................     77,023       82,913       65,444       62,139      64,463
Selling, general and administrative
  expenses................................     36,095       34,950       31,409       30,774      34,521
Research and development expenses.........      8,064        7,631        7,735        6,475       5,295
Operating profit..........................     28,175       35,489       22,920       21,786      21,064
Income before taxes.......................     29,400       34,062       23,807       23,417      20,979
Income taxes:
  Current.................................     10,510       15,917       10,066       10,904       9,391
  Deferred................................         19        (937)          409          132         469
Net income................................     18,871       19,082       13,332       12,645      11,119

BALANCE SHEET DATA
Current assets............................    115,650      111,150       87,275       97,456      80,847
Total assets..............................    150,604      141,501      106,466      115,503      98,614
Current liabilities.......................     26,589       37,677       29,692       33,854      29,945
Long term debt............................      9,037        6,136           --           --          --
Share capital.............................     22,504       22,065       21,635       22,497      22,497
Shareholders` equity......................     83,402       67,107       47,958       53,799      42,405

OTHER DATA
Operating Profit per Ordinary Share:
Basic.....................................       3.23         4.16         2.65         2.48        2.39
Diluted...................................       3.23         4.11         2.56         2.34        2.27
Net Income per Ordinary Share:
Basic.....................................       2.16         2.24         1.54         1.44        1.26
Diluted...................................       2.16         2.21         1.49         1.36        1.20

Gross dividends per Ordinary Share,
declared..................................       0.75         0.72         0.56         0.41          --

Gross dividends per Ordinary Share
in US dollars.............................     $ 0.67       $ 0.67       $ 0.55       $ 0.42          --

Number of authorized, issued and
outstanding shares - basic................  8,790,600    8,619,200    8,451,200    8,800,000   8,800,000

Number of diluted shares
 - adjusted weighted average..............  8,719,507    8,630,605    8,957,399    9,311,229   9,285,447
</TABLE>


                                     Page 2
<PAGE>


EXCHANGE RATE INFORMATION

     Fluctuations in the exchange rate between the Euro ((euro)) and the U.S.
dollar will affect the U.S. dollar amounts received by holders of ADRs on the
conversion by the Depositary into U.S. dollars of cash dividends, if any, paid
in Euro on the Ordinary Shares represented by the ADRs.

The table below sets forth, for periods after the introduction of the Euro on
January 1, 1999, the high, low, average and period-end noon buying rates for the
Euro expressed as U.S. dollar per (euro) 1. For 1997 through 1998, the table
reflects the high, low, average, and period-end noon buying rates for the
Deutsche Mark, shown after conversion into the Euro at the Official Fixed
Conversion Rate and expressed as U.S. dollars per (euro) 1.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,                       HIGH            LOW       AVERAGE RATE    END OF PERIOD
-----------------------                                                        (1)
<C>                                      <C>            <C>             <C>             <C>
1997                                     $     1.2689   $      1.0398   $     1.1274    $     1.0871
1998                                           1.2179          1.0549         1.1120          1.1733
1999                                           1.1806          1.0024         1.0654          1.0027
2000                                           1.0394          0.8286         0.9212          0.9305
2001                                           0.9548          0.8388         0.8958          0.8820

July 2001                                      0.8786          0.8388         0.8604          0.8764
August 2001                                    0.9221          0.8752         0.9006          0.9172
September 2001                                 0.9297          0.8874         0.9115          0.9170
October 2001                                   0.9212          0.8878         0.9062          0.9052
November 2001                                  0.9093          0.8775         0.8881          0.8896
December 2001                                  0.9059          0.8812         0.8932          0.8820
2002 (through January 31, 2002)                0.9037          0.8600         0.8832          0.8635
<FN>
(1)  The average of the Noon Buying Rates on the last business day of each full
     month during the relevant period.
</FN>
</TABLE>

B.   CAPITALIZATION AND INDEBTEDNESS

Not applicable.


C.   REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.


D.   RISK FACTORS

     Pfeiffer Vacuum is subject to various risks resulting from changing
economic, political, social, industry, business and financial conditions,
particularly in its principal markets, United States and Europe.


GENERAL ECONOMIC CONDITIONS IN THE UNITED STATES AND EUROPE

      Sales of the Company's products in the United States and Europe account
for a substantial portion of the Company's revenues. As a result, the Company's
profitability is vulnerable to market downturns and economic slowdowns in these
markets. If the economies in the United States and Europe continue to weaken,
the demand



                                     Page 3
<PAGE>


for the Company's products may decline further. In addition, the Company's
financial position is vulnerable to continuing weakness in certain product
markets important to the Company, such as semiconductors. A decline in demand
for any such market may also result in a decrease in demand for the Company's
products. Such a decline could have a material adverse effect on the business
and financial results of the Company.


TECHNOLOGICAL CHANGE AND INTRODUCTION OF NEW PRODUCTS

      The vacuum pump industry is subject to technological change and new
product introductions and enhancements. A major part of the Company's revenues
is dependent upon sales and service of turbomolecular vacuum pumps, and the
Company expects that a majority of its revenues will continue to be dependent
upon sales and service of vacuum pumps for the foreseeable future. A major part
of the Company's future success will depend on its ability to develop new and
enhanced vacuum pump products and to introduce these products at competitive
prices and on a timely basis relative to its competitors. If technological
changes or new products developed by competitors rendered the Company's
turbomolecular vacuum pump obsolete, and the Company were unable to develop and
manufacture competitive new products or product enhancements, the Company's
business, financial condition and results of operations would be adversely
affected.


HIGHLY COMPETITIVE INDUSTRY

     The industry in which the Company operates is highly competitive. Pfeiffer
competes with other manufacturers of vacuum pumps. The Company believes that the
factors affecting competition are product performance, applications support,
post-sale service and training, distribution and sales representation, pricing
and availability of product, and brand name recognition. Certain of the
Company's competitors have significantly greater resources than the Company and
provide a more complete range of vacuum components and process equipment. There
can be no assurance that the Company will be able to increase or continue to
maintain its market share or that competition will not have a material adverse
effect on the Company's business, financial condition, and results of
operations.


SINGLE MANUFACTURING FACILITY

     All of the manufacturing activities performed by the Company take place in
a single facility located at the Company's headquarters in Asslar, Germany. Any
extended interruption or impairment of the Company's production capabilities at
its Asslar facility would have a material adverse effect on the Company's
business, financial condition and results of operations.


CURRENCY RISK

     Although the Company reports its results in Euro, approximately thirty-nine
percent of its sales revenues are denominated in other currencies, primarily in
U.S. dollars and British pounds. The Company's operating income and cash flow
are significantly exposed to changes in exchange rates between the Euro and
other currencies. The Company enters into foreign currency forward contracts to
hedge the exposure of its forecasted sales to fluctuations in foreign currency
exchange rates only in currencies in which the Company has significant sales
that are denominated in foreign currencies (primarily in U.S. dollars and
British pounds).


RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS

     The Company's products are currently marketed in over thirty countries,
with Germany, the rest of Europe, the United States and Japan being the
Company's principal markets. Sales in the Company's principal markets are
subject to risks inherent in international business activities, including, in
particular, general economic conditions in each such country, overlap of
differing tax structures, management of an organization spread over various
jurisdictions, unexpected changes in regulatory requirements and compliance with
a variety of foreign


                                     Page 4
<PAGE>


laws and regulations. Other general risks associated with international
operations include import and export licensing requirements, trade restrictions
and changes in tariff and freight rates.


ITEM 4. INFORMATION ON THE COMPANY


A.   HISTORY AND DEVELOPMENT OF THE COMPANY

     The headquarters of Pfeiffer Vacuum Technology AG is located at D-35614
Asslar, Berliner Strasse 43; Phone: +49-(0)6441-802-314; Fax:
+49-(0)6441-802-365; http://www.pfeiffer-vacuum.de.

The Company is a stock corporation (AKTIENGESELLSCHAFT) organized under the laws
of the Federal Republic of Germany, engaged in the design, development and
marketing of vacuum pumps and systems for various applications. The Company's
origins date to 1890. In the early 1900's, the Company entered into the vacuum
technology fields and subsequently emerged as a leader in vacuum pump technology
with such major inventions as the turbomolecular vacuum pump in 1958. In 1996,
the Company was converted from a limited liability company (Gesellschaft mit
beschrankter Haftung) into a stock corporation (Aktiengesellschaft) and listed
on the New York Stock Exchange.

In May 1999, the Company purchased 100% of the assets and assumed 100% of the
liabilities of Catalano Associates, Inc. d/b/a Semivac, a distributor and
repairer of vacuum equipment located in the United States. Cash paid in
connection with the acquisition totaled US $ 3.3 million. In June 2000, the
Company acquired seventy-five percent of the outstanding shares of Memex Optical
Media Solutions AG, with its principle place of business in Zuzwil, Switzerland,
for Swiss Francs 2.5 million ((euro) 1.6 million). Memex is a supplier of
Digital Versatile Disc ("DVD") production equipment.

In January 2002, the Company acquired from the bankruptcy trustee of Multimedia
Machinery GmbH fixed and intangible assets for a purchase price of approximately
(euro) 2.4 million. The Company also hired forty-five former employees of
Multimedia Machinery. This acquisition will enlarge the Company's ability to
develop, manufacture, and market a complete line of producing pre-recorded and
re-writable DVDs and metalizers for pre-recorded and re-writable DVDs.


B.   BUSINESS OVERVIEW


INTRODUCTION

     The Company designs, manufactures, sells and services a broad range of
turbomolecular vacuum pumps, rotary vane pumps, Roots pumps, dry pumps,
diaphragm pumps, helium leak detection systems, gas analyzers, mass
spectrometers and customized vacuum systems. Through its global sales and
service organization comprising sales subsidiaries and exclusive marketing
agents, the Company markets and services its products and a wide variety of
complementary vacuum components and instruments manufactured by third parties.
Since July 2000 the Company has offered digital total pressure gauges for the
entire vacuum range and systems used in the coating process for rewritable DVDs.
The Company's primary markets are Europe, the United States and Asia.


NATURE OF THE COMPANY'S OPERATIONS AND PRINCIPAL ACTIVITIES

     The Company's vacuum pumps and systems are used in a broad range of
commercial and scientific applications such as the manufacture of
semiconductors, compact discs, computer hard disks, optical lenses, television
tubes, computer monitor tubes, light bulbs, automobile electronics, automobile
headlamps, freeze-dried foods, surface treated tools and machine parts, electron
microscopes, mass spectrometers and particle


                                     Page 5
<PAGE>


accelerators. Pfeiffer has applied decades of research and development in the
design of vacuum environment systems to manufacture and produce vacuum pumps and
systems that address the needs of its customers. The Company works closely with
its customers, particularly during the product development phase, to manufacture
products that are custom-tailored to their needs. Vacuum pump manufacturing
requires expertise in high precision machining and sophisticated quality
controls. The Company, which is International Organization of Standardization
("ISO") 9001 certified, employs a wide variety of computer-aided design and
manufacturing processes to achieve a high level of technical precision in its
products. ISO 9001 specifies requirements for a quality management system for
any organization that needs to demonstrate its ability to consistently provide
products that meet customer and applicable regulatory requirements. The
Company's manufacturing facility is located in Asslar, Germany.

The Company manufactures and markets approximately seventy models of
high-performance turbo-molecular vacuum pumps sold at prices ranging from (euro)
2,500 to (euro) 50,000, approximatEly fifteen models of rotary vane pumps sold
at prices ranging from (euro) 1,200 to (euro) 25,000, And approximately eleven
models of Roots pumps sold at prices ranging from (euro) 7,000 to (euro) 90,000.
Systems, instruments and vacuum components, such as flanges, gauges, valves,
fittings, meters, leak detectors, diffusion pumps, diaphragm pumps, vacuum
equipment, and systems for coating, as well as service and sale of spare parts
complete the Company's line of products.

Pfeiffer sells its products to original equipment manufacturers as well as to
end users. The Company's customers include analytical instrument manufacturers
and vacuum process equipment manufacturers, research and development
institutions and companies using vacuum processes in their production. The
Company's customer base also provides Pfeiffer with a source of revenue from the
sale of replacement parts and service maintenance. No single customer accounted
for more than ten percent of the Company's sales in 1999, 2000 or 2001.

The Company has been listed on the New York Stock Exchange ("NYSE") since July
1996. All of the Company's outstanding ordinary shares (the "Ordinary Shares")
were sold to the public in an initial public offering. Since April 15, 1998, the
Company's Ordinary Shares have been listed on the Neuer Markt of the Frankfurt
Stock Exchange.


PRINCIPAL MARKETS

The Company serves the following market segments with vacuum-technology:

      MARKET SEGMENT                           PERCENTAGE OF REVENUES
      --------------                           ----------------------
      Analytical Industry                             29%
      Research and Development                        19%
      Semiconductor Industry                          14%
      Chemical Industry                                4%
      Process Vacuum                                  24%
      Other Markets                                   10%


The Company's sales by geographic location are as follows:

                                               (EURO) (IN THOUSANDS)
                                               ---------------------
      Germany                                         72,298
      United States                                   44,254
      Rest of World                                   53,588


                                     Page 6
<PAGE>


SEASONALITY

     The Company's business is not materially seasonal or cyclical.


RAW MATERIALS AND SUPPLIERS

     The Company purchases raw materials and merchandise from several vendors.
In 2001 the Company increased its purchases from Inficon AG, located in Balzers,
Liechtenstein, such that the Company's purchases from Inficon now account for
approximately twenty-one percent of its cost of sales. The Company purchases
primarily vacuum gauges, leak-detectors, and mass-spectrometers from Inficon.
While Inficon is currently the Company's sole supplier of this classes of
products, the Company has available to it multiple other suppliers from whom it
may purchase these classes of products. The Company has purchased supplies from
Inficon for over twenty years. In the years 1999 and 2000, no single supplier
accounted for more than ten percent of the Company's purchases.


MARKETING CHANNELS

     The Company markets and services its own products, as well as a wide
variety of complementary vacuum components and instruments manufactured by third
parties, through its global sales and service organization comprising sales
subsidiaries located in thirteen countries and exclusive marketing agents
located in twenty-one additional countries. The Company's worldwide dedicated
sales and service force gives it access to over 20,000 customers worldwide and
enables it to respond quickly and directly to customer's needs due to
geographical proximity.


DEPENDENCE OF THE COMPANY ON INTELLECTUAL PROPERTY, CONTRACTS, AND NEW
MANUFACTURING PROCESSES

     The Company holds various patents and has certain patent applications
pending and the Company's management believes that its business is not
substantially dependent on any one particular patent. The Company is also not
substantially dependent on any particular licenses; industrial, commercial, or
financial contracts; or new manufacturing processes.


MATERIAL EFFECTS OF GOVERNMENT REGULATIONS

     The Company's manufacturing operations are subject to numerous
environmental laws and regulations of the German authorities in Germany. Such
laws and regulations impose limitations on the discharge of pollutants into the
air and water; establish standards for the treatment, storage, and disposal of
solid and hazardous wastes and require remediation in certain circumstances.
Pfeiffer has established and maintains an environmental management system which
is ISO 14001 certified. Although the Company believes that it is in substantial
compliance with all environmental regulatory requirements, there can be no
assurance that the Company will not incur significant expenditures to cover
environmental liabilities, to maintain compliance with current or future
environmental laws and regulations or to undertake any remediation that may be
required by governmental authorities.


C.   ORGANIZATIONAL STRUCTURE

     The Company has sixteen subsidiaries in the United States, Europe and Asia
and exclusive marketing agents in twenty-one additional countries worldwide.


                                     Page 7
<PAGE>


The Company's subsidiaries are:

                                                                       PERCENT
                IDENTITY AND LOCATION OF COMPANY                        OWNED
------------------------------------------------------------------     --------
Pfeiffer Vacuum Austria GmbH, Wien/Austria                              100.0%
Pfeiffer Vacuum Asia Ltd., Hong Kong/China                              100.0%
Pfeiffer Vacuum Belgium N.V., Temse/Belgium                             100.0%
Pfeiffer Vacuum France SAS, BUC Cedex/France                            100.0%
Pfeiffer Vacuum GmbH, Asslar/Germany                                    100.0%
Pfeiffer Vacuum Holding B.V., De Meern/Netherland                       100.0%
Pfeiffer Vacuum Inc., Nashua/United States                              100.0%
Pfeiffer Vacuum Italia S.p.A., RHO (Milano)/Italy                       100.0%
Pfeiffer Vacuum Ltd., Newport/Great Britain                             100.0%
Pfeiffer Vacuum Nederland B.V., De Meern/Netherland                     100.0%
Pfeiffer Vacuum Scandinavia AB, Upplands Vasby (Stockholm)/Sweden       100.0%
Janine Verwaltungs-GmbH, Stuttgart/Germany                              100.0%
Pfeiffer Vacuum (Schweiz) AG, Zurich/Switzerland                         99.4%
Pfeiffer Vacuum Korea Ltd., Yongin City, Kyungkido/South-Korea           75.5%
Memex Optical Media Solutions AG, Zuzwil/Switzerland                     75.0%
Pfeiffer Vacuum India Ltd., Secunderabad/India                           73.0%


D.   PROPERTY, PLANT AND EQUIPMENT

     The Company's manufacturing facility and corporate and sales headquarters
are located on an approximately 857,000 square foot Company-owned site in
Asslar, Germany. The buildings on the facility consist of owned and leased space
of approximately 613,000 square feet of which the Company owns 538,000 square
feet and leases 75,000 square feet from a charitable foundation. In addition,
the Company leases 88,000 square feet of the space that it owns to third
parties. The Company leases additional space for sales offices in various
countries.

Tangible assets are carried at cost and generally depreciated using the
straight-line method over the useful life of assets (three until fifteen years).
The Company evaluates the carrying value of property, plant and equipment on an
ongoing basis. The production facility is located in Asslar, Germany. The
Company's tangible fixed assets are financed with its cash reserves.

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                     2001                2000
                                                       ((EURO) IN THOUSANDS)
<S>                                                <C>                 <C>
Land                                                    980                 980
Machinery and equipment                              44,356              42,944
Buildings and improvements                           29,514              23,082
Construction in progress                                142               2,253
Accumulated depreciation                           (44,808)            (43,421)
                                                   --------            --------
Total property, plant and equipment - net            30,184              25,838
                                                   ========            ========
</TABLE>


The Company's production program includes vacuum pumps, vacuum equipment, vacuum
systems, measurement and analysis equipment.


                                     Page 8
<PAGE>


The Company built a new factory on its current premises in Germany to increase
efficiency and production capacity. Construction began in 1999 and was completed
in the year 2001. The total investment of approximately (euro) 11.6 million was
financed by the Company's cash reserves. Pfeiffer also redesigned and modernized
the existing production building. The research and development department and
the complete administrative staff occupied this building during 2001.

Pfeiffer's quality management system has been certified under ISO 9001 since
1995. Each year, a detailed environmental and job safety report is submitted.
Within the framework of this quality management system, all business processes
are continuously being reviewed and enhanced.

For further information see Notes 5 and 15 to the Consolidated Financial
Statements.


ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS


A.   OPERATING RESULTS


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

     The following discussion should be read in conjunction with the Financial
Statements and notes thereto included elsewhere herein.


ACCOUNTING PRINCIPLES

     The Company's consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
("U.S. GAAP"). German law requires the Company to publish the financial
statements of the individual, unconsolidated companies in accordance with the
German commercial code, which represents accounting principles generally
accepted in Germany ("German GAAP"). German GAAP varies in certain significant
respects from U.S. GAAP. Accordingly, the Company has recorded certain
adjustments, principally relating to the accounting for fixed assets,
derivatives and pension benefits, in order to present the consolidated financial
statements in accordance with U.S. GAAP. Based on the requirements of German law
("KAPITALAUFNAHMEERLEICHTERUNGS-GESETZ"), the Company did not prepare
consolidated financial statements in accordance with German GAAP for 2001.


INFLATION

     The rates of inflation in Germany during 2001, 2000, 1999, 1998 and 1997
were 2.5%, 2.3%, 1.4%, 0.9% and 1.8%, respectively. The effects of inflation on
the Company's operations have not been significant in recent years.


2001 COMPARED TO 2000

NET SALES

The Company's net sales, for the year ended December 31, 2001, were (euro) 170.1
million, a decrease of 7.9% from (euro) 184.7 million for the year ended
December 31, 2000. This decrease was primarily due to lower sales in the United
States, reflecting the weakness of the U.S. economy and of the global
semiconductor industry. Sales of the Company's U.S. subsidiary in 2001 were
(euro) 44.6 million, a decrease of (euro) 18.4 million, or 29.2%, from (euro)
63.0 miLlion in the year ended December 31, 2000. This decrease was partly
offset by an increase in sales in Germany


                                     Page 9
<PAGE>


of (euro) 1.9 million, or 2.7%, from (euro) 70.4 million in 2000 to (euro) 72.3
million in 2001. In addition, aggregate sales in Europe (excluding Germany) and
the rest of the world (excluding the United States) were (euro) 54.9 million in
the year ended December 31, 2001, an increase of (euro) 2.6 million, or 5.0%,
from (euro) 52.3 million in the year ended December 31, 2000.

Turbo pump sales decreased significantly, by (euro) 19.7 million, or 23.5%, from
(euro) 83.7 million in 2000 to (euro) 64.0 million in 2001. Fore vacuum pumps
sales decreased (euro) 1.8 million, from (euro) 24.1 million in 2000 to (euro)
22.3 million in 2001. This decrease in vacuum pump sales was partially offset by
an increase in sales of vacuum instruments and components of (euro) 4.5 million,
or 10.3%, from (euro) 43.5 million in 2000 to (euro) 48.0 million in 2001; an
increase in sales of systems by (euro) 1.6 million from (euro) 7.4 million in
2000 to (euro) 9.0 million in 2001; and an increase of sales in service and
spare parts of 3.5% from (euro) 26.0 million in 2000 to (euro) 26.9 million in
2001.

A strengthening of the U.S. Dollar against the Euro in 2001 favorably impacted
the Company's net sales. The effect of changes in these exchange rates accounted
for approximately (euro) 1.3 million or 0.7% of the total net sales.


ORDER-INTAKE AND ORDER-BACKLOG

Orders received by the Company decreased by (euro) 38.2 million or 19.4%, from
(euro) 196.8 million in the year ended December 31, 2000 to (euro) 158.6 million
for the year ended December 31, 2001. The majority of this decrease,
approximately (euro) 32.5 million, was attributable to a decrease in orders for
turbo pumps received by the Company. The Company's backlog decreased by (euro)
11.0 million or 29.5%, from (euro) 37.3 million as of December 31, 2000 to
(euro) 26.3 million as of December 31, 2001. Contracts are included in backlog
only if they represent firm orders and include firm shipping schedules. The
backlog position at any particular time generally should not be construed to
represent future levels of sales and orders.


GROSS PROFIT

The Company's gross profit decreased by 7.1%, from (euro) 82.9 million in the
year ended December 31, 2000 to (euro) 77.0 million in the year ended December
31, 2001. Gross margin, which is gross profit expressed as a percentage of net
sales, increased from 44.9% in 2000 to 45.3% in 2001, principally as a result of
decreased inventories and, consequently, lower storage costs due to better cost
management in the factory.


SELLING  AND MARKETING EXPENSES

Selling and marketing expenses increased (euro) 0.7 million or 2.9% from (euro)
24.0 million in 2000 to (euro) 24.7 million in 2001. As a percentage of sales,
selling and marketing expenses increased from 13.0% in 2000 to 14.5% in 2001.
The Company increased its selling and marketing efforts in 2001 to minimize the
impact of the downturn in the global economy.


GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased by (euro) 0.5 million, or 4.6%,
from (euro) 10.9 million in the year ended December 31, 2000 to (euro) 11.4
million in the year ended December 31, 2001, primarily due to the renovation of
the Company's existing building. As a percentage of sales, general and
administrative expenses increased from 5.9% in 2000 to 6.7% in 2001.


RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses were (euro) 8.1 million in the year ended
December 31, 2001, an increase of 6.6% from (euro) 7.6 million in the year ended
December 31, 2000. As a percentage of sales, research and development expenses
increased from 4.1% in 2000 to 4.7% in 2001. The Company depends to a
significant


                                    Page 10
<PAGE>


extent on continuing technological advances in vacuum pump design and
manufacturing and has invested in entering new markets and expanding its share
of markets in which the Company presently competes, including increasing its
sales of products to be used in the manufacturing of pre-recorded and
re-writable DVDs (coating under vacuum), especially metalizers and complete DVD
lines for production.

The Company expenses all research and development costs as they are incurred and
anticipates that future spending on research and development will be comparable
to current levels.


OPERATING PROFIT

Operating profit for the year ended December 31, 2001 was (euro) 28.2 million, a
decrease of (euro) 7.3 million from (euro) 35.5 million in the year ended
December 31, 2000, principally as a result of increased selling and marketing
expenses and general and administrative expenses. The capitalization of the new
building also led to increased depreciation costs amounting to (euro) 0.4
million for the year ended December 31, 2001.


INTEREST INCOME AND INTEREST EXPENSE

Interest income increased to (euro) 2.4 million in the year ended December 31,
2001, from (euro) 1.8 million in 2000, attributable primarily to an increase in
the Company's cash and cash equivalents. Interest expense was (euro) 0.6 million
in both periods.


FOREIGN EXCHANGE LOSS

Foreign exchange losses were approximately (euro) 0.6 million in 2001 as
compared with (euro) 2.6 million in 2000. The Company uses forward contracts to
hedge against currency exchange rate exposure on sales denominated in currencies
other than the Euro. The Company's foreign exchange losses, in both 2000 and
2001, were the result of a stronger U.S. Dollar and British Pound against the
Euro.


INCOME TAX EXPENSE

The Company's effective tax rate decreased from 44.0% in the year ended December
31, 2000 to 35.8% in the year ended December 31, 2001. This decrease was
primarily due to a decrease in the German corporate tax rate from 40% in 2000 to
25% in 2001. In addition, the Company's decision to distribute a portion of its
net income, in the form of a dividend further reduced the corporate tax burden
in 2001.

In 2001, the Company generated taxable income of (euro) 19.0 million in Germany
and (euro) 10.4 million outside of Germany. The Company's current tax expense
decreased by 34.0% from (euro) 15.9 million in 2000 to (euro) 10.5 million in
2001 as a result of lower taxable income and the decrease in tax rates discussed
above. Deferred taxes were a minor expense in 2001 ((euro) 19,000), compared
with a benefit of (euro) 0.9 million in 2000. For further information see Note
12 to the Consolidated Financial Statements.


NET INCOME

Net income decreased slightly from (euro) 19.1 million in 2000 to (euro) 18.9
million in 2001, primarily as a result of the factors discussed above.


INVENTORIES

The inventories of the Company decreased by (euro) 4.1 million, or 16.7%, from
(euro) 24.5 million in the year ended December 31, 2000 to (euro) 20.4 million
in the year ended December 31, 2001. Following the move into a newly


                                    Page 11
<PAGE>


constructed factory in 2000, the Company increased its inventories to (euro)
24.5 million. An increase in inventory was necessary maintaining customer
delivery dates, which is an important aspect of the Company's marketing
strategy. In addition, approximately (euro) 1.0 million of the increase in the
year ended December 31, 2000 resulted from the acquisition of Memex Optical
Media Solutions AG. Please see Item 5.C, Research and Development, Patents and
Licenses, etc., for further discussion of this acquisition.


2000 COMPARED TO 1999


NET SALES

Net sales for the year ended December 31, 2000, were (euro) 184.7 million, a
significant increase of (euro) 31.2 million, or 20.3%, from (euro) 153.5 million
in the year ended December 31, 1999. Net sales of the Company's U.S. subsidiary
increase by (euro) 19.7 million, or 45.5%, from (euro) 43.3 million in the year
ended December 31, 1999 to (euro) 63.0 million in the year ended December 31,
2000, which was the largest increase that any of the Company's subsidiaries
recorded. The Company's European subsidiaries, including Germany, together had
net sales of (euro) 120.9 million in the year ended December 31, 2000, an
increase of (euro) 11.1 million, or 10.1%, from (euro) 109.8 million in the year
ended December 31, 1999. Total net sales of turbo pumps were (euro) 83.8 million
in the year ended December 31, 2000, accounting for 40.1% of the increase in the
Company's total sales. Roots pumps, rotary vane pumps, and dry backing pumps
accounted for 36.8%, and service and spare parts accounted for 6.2%, of the
increase in total sales in the year ended December 31, 2000.

The strengthening of the U.S. Dollar and British Pound against the Euro
favorably impacted the Company's net sales. The effect of changes in these
exchange rates accounted for approximately (euro) 9.2 million or 29.5% of the
total increase in net sales. For further information on net sales by geographic
regions, see Note 15 to the Consolidated Financial Statements.


ORDER-INTAKE AND ORDER-BACKLOG

Orders received by the Company were (euro) 196.8 million in the year ended
December 31, 2000, an increase of (euro) 49.0 million, or 33.2%, from (euro)
147.8 million in the year ended December 31, 1999. The Company's backlog
increased by (euro) 14.3 million, or 62.2%, from (euro) 23.0 million as of
December, 31 1999 to (euro) 37.3 million as of December 31, 2000. Contracts are
included in backlog only if they represent firm orders and include firm shipping
schedules. The backlog position at any particular time generally should not be
construed to represent future levels of sales and orders.


GROSS PROFIT

The Company's gross profit increased 26.8% from (euro) 65.4 million in the year
ended December 31, 1999 to (euro) 82.9 million in the year ended December 31,
2000. Gross margin increased from 42.6% in 1999 to 44.9% in 2000, resulting
principally from an increase in the sale of higher margin products.


SELLING  AND MARKETING EXPENSES

Selling and marketing expenses increased from (euro) 21.7 million in 1999 to
(euro) 24.0 million in 2000. As a percentage of sales, selling and marketing
expenses decreased from 14.1% in 1999 to 13.0% in 2000. The increase in the
selling and marketing expenses resulted primarily from increased selling costs.


GENERAL AND ADMINISTRATIVE EXPENSES

The Company's general and administrative expenses for the year ended December
31, 2000 were (euro) 10.9 million, an increase of (euro) 1.2 million from (euro)
9.7 million in the year ended DeCember 31, 1999.


                                    Page 12
<PAGE>


RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses decreased slightly from (euro) 7.7 million in
the year ended December 31, 1999 to (euro) 7.6 million in the year ended
December 31, 2000. In 2000, the Company's research and development expenses
represented approximately 4.1% of total sales, as compared with 5.0% in 1999.
The Company depends to a significant extent on continuing technological advances
in vacuum pump design and manufacturing and anticipates that future spending on
research and development will be comparable to current levels. The Company has
invested heavily in attempting to anticipate the needs of future markets. The
Company expenses all research and development costs as they are incurred.


OPERATING PROFIT

Operating profit increased by (euro) 12.6 million or 55.0% from (euro) 22.9
million in the year ended December 31, 1999 to (euro) 35.5 million in the year
ended December 31, 2000, principally as a result of the increase in the
Company's gross margin. As a percentage of sales, operating profit increased
from 14.9% in 1999 to 19.2% in 2000.


INTEREST INCOME

Interest income increased from (euro) 1.5 million in 1999 to (euro) 1.8 million
in 2000. The higher interest income resulted from relatively high average cash
balances throughout 2000.


INTEREST EXPENSE

Interest expense increased from (euro) 0.1 million in the year ended December
31, 1999 to (euro) 0.6 million in the year ended December 31, 2000. In 2000, the
Company was subject to a tax audit for the years 1995 through 1998, resulting in
higher tax payments for the year 1995 and lower tax payments for the years 1996
through 1998. Interest amounting to approximately (euro) 0.3 million accounted
for a portion of the higher tax payments for the 1995 tax year.


FOREIGN EXCHANGE LOSS

Foreign exchange losses consist primarily of losses in connection with
accounts-receivable balances denominated in U.S. Dollars and British Pounds and
unrealized losses of foreign currency forward contracts to hedge anticipated
product sales denominated in foreign currencies.


INCOME TAX EXPENSE

The Company recorded income taxes of (euro) 15.0 million in the year ended
December 31, 2000 and (euro) 10.5 million in the year ended December 31, 1999.
The Company's effective tax rate was 44.0% in both 1999 and 2000.


NET INCOME

Net income increased 43.6% to (euro) 19.1 million in 2000 compared to (euro)
13.3 million in 1999, as a result of the factors discussed above.


INVENTORIES

Inventories increased by (euro) 5.5 million from (euro) 19.0 million as of
December 31, 1999 to (euro) 24.5 million as of December 31, 2000. This increase,
primarily in finished products, resulted from increased sales in 2000. In the


                                    Page 13
<PAGE>


fourth quarter of 2000, the factory and the shipping department moved into a new
building. Because maintaining customer delivery dates is an important aspect of
the Company's marketing strategy, an increase of the inventories was necessary
in connection with the move. In addition, approximately (euro) 1.0 million of
the increase is attributable to the acquisition of Memex Optical Media Solutions
AG. Please see Item 5. C, Research and Development, Patents and Licenses, etc.,
for further discussion of this acquisition.


B.   LIQUIDITY AND CAPITAL RESOURCES

     The Company's business has historically generated sufficient cash to fund
the Company's operations, including its working capital requirements, capital
expenditures and debt repayments. Net cash provided by operating activities
decreased 17.6%, from (euro) 25.5 million in the year ended December 31, 2000 to
(euro) 21.0 million in the year ended December 31, 2001. The decrease is
attributable primarily to a reduction of accrued other liabilities and the
payment of tax liabilities, offset partially by better accounts receivable
management and decreased inventories. Capital expenditures decreased from (euro)
13.7 million in 2000 to (euro) 9.1 million in 2001, primarily due to the
completion of the new factory. The decrease in the net cash flow in financing
activities reflects, in part, the higher dividend payment to the shareholders in
2001. In addition, the proceeds from a loan made to the Company by Kreditanstalt
fur Wiederaufbau fell from approximately (euro) 6.1 million in 2000 to
approximately (euro) 2.9 million in 2001. This loan, which had an outstanding
principal amount of approximately (euro) 10.3 million, as of December 31, 2001,
provides financing for specific research and development projects. The loan
bears interest at a fixed annual rate of 4.25%. Quarterly payments of principal
and interest are due March 31, 2002 through September 30, 2009.

Principal payments on the loan as of December 31, 2001 will be as follows:

                                                           ((EURO) IN
                                                            THOUSANDS)
                                                           -----------
     2002 ................................................    1,291
     2003 ................................................    1,291
     2004 ................................................    1,291
     2005 ................................................    1,291
     2006 ................................................    1,291
     Thereafter ..........................................    3,873
                                                              -----
     Total ...............................................   10,328
                                                             ======

The Company's working capital is sufficient for its present requirements.

An aggregate dividend of approximately (euro) 4.3 million was approved and paid
in 2001. A similar dividend ((euro) 0.75 per share) has been proposed and is
expected, upon final approval by the Supervisory Board and the shareholders of
the Company, to be paid in 2002.

Short-term overdraft facilities are available to the Company under which it and
its subsidiaries may borrow up to (euro) 19.4 million. As of December 31, 2001,
the Company had (euro) 9.1 million of its overdraft facilities available.
Substantially all of the facilities are denominated in Euro.

In 2001, the Company completed construction of a new factory on its premises in
Germany, designed to increase efficiency and production capacity. The total
capital expenditure amounted to approximately (euro) 11.6 million. The project
was financed by the Company's cash reserves.

The Company had 4,400 outstanding convertible bonds with an aggregate principal
amount of approximately (euro) 0.6 million, bearing annual interest of six
percent. The bonds are convertible into the Company's ordinary shares upon
payment of a conversion price. The latest date at which holders of the bonds may
convert them is December 9, 2005. For further information see Note 8 to the
Consolidated Financial Statements.


                                    Page 14
<PAGE>


Other than solvency requirements, there are no legal restrictions on the
transfer of funds by the Company's subsidiaries. The subsidiaries are legally
independent enterprises, financing their cash obligations through their business
activities.


C.   RESEARCH AND DEVELOPMENT, PATENTS, AND LICENSES, ETC.

     The Company depends to a significant extent on continuing technological
advances in vacuum pump design and manufacturing and has invested in attempting
to develop and improve products to satisfy the demands of its customer. In
addition, the Company has invested to increase its market share in markets in
which the Company presently competes and to enter new markets. For example, the
Company has incurred significant research and development expenses to increase
its share of the market for equipment and other products that may be used in the
production of rewritable DVDs. Through its subsidiary Memex Optical Media
Solutions AG, acquired in 2000, the Company conducts research and development in
the area of systems used in the coating process for the production of
re-writable DVDs.

The Company spent approximately (euro) 7.7 million, (euro) 7.6 million and
(euro) 8.1 million on Research and development in the years ended December 31,
1999, 2000 and 2001, respectively.


D.   TREND INFORMATION

     The economies of most industrial countries particularly the United States
and in Europe, experienced either minimal growth or a downturn in 2001. There is
still uncertainty about the economic recovery in the United States and the rest
of the world. The Company expects that its performance and results of operations
will be affected by general economic conditions in the United States, Germany,
and the rest of the world.

The volatile semiconductor industry recorded a decrease in sales by
approximately 33% in the year ended December 31, 2001 from the year ended
December 31, 2000. The semiconductor industry accounts for approximately forty
percent of sales in the global vacuum product market. The Company's management
believes that the Company has opportunities to expand its sales activities in
other market segments such as those supplying the analytical, chemical,
biotechnology, glass coating, medicine, microscopy, pharmaceuticals, process
technology, and tool coating industries.

In 2001, the Company completed construction of a new factory in Germany. As a
result, the Company's production capacity has increased. The Company expects to
utilize this increased capacity which may result in lower per-unit costs.

As noted in the section entitled "2001 compared to 2000" and "2000 compared to
1999" in Item 5.A., "Operating Results", the Company experienced a temporary
increase in its inventories in 2000 in connection with the construction of its
new facility. After the move into the new facility the Company substantially
decreased its inventories. Please refer to Item 5.A. for more information.

The Company does not believe that other material upward or downward trends exist
with respect to production, sales, the state of order books, costs, and selling
prices.


                                    Page 15
<PAGE>


ITEM 6. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES


A.   DIRECTORS AND SENIOR MANAGEMENT


GENERAL

     In accordance with the German Stock Corporation Law (AKTIENGESETZ), the
Company has a Supervisory Board (AUFSICHTSRAT) and a Management Board
(VORSTAND). The two boards are separate, and no individual may be a member of
both boards of the Company at the same time.

The Management Board is responsible for managing the day-to-day business of the
Company in accordance with applicable laws, the Articles of Association
(SATZUNG) of the Company and the Internal Rules of Procedure (GESCHAFTSORDNUNG)
of the Company.

The principal function of the Supervisory Board is to supervise the Management
Board. It is also responsible for appointing and removing the members of the
Management Board. In addition to the requirements of the German Stock
Corporation Law, the Articles of Association or the Supervisory Board may
provide that certain major or unusual transactions, for example, those involving
large capital expenditures or decisions regarding the strategy of the Company,
require the prior consent of the Supervisory Board. The Supervisory Board is
not, however, involved in the day-to-day business of the Company.

In carrying out their duties, both the members of the Management Board and the
members of the Supervisory Board must exercise the standard of care of a
diligent and prudent businessperson. In complying with this standard of care,
the members of both the Supervisory Board and the Management Board must take
into account a broad range of considerations, including the interests of the
Company and its shareholders, employees and creditors.


MANAGEMENT BOARD (VORSTAND)

     The Management Board of the Company presently consists of two members (the
total number is determined from time to time by the Supervisory Board) who are
appointed by the Supervisory Board in accordance with the German Stock
Corporation Law. Pursuant to the Articles of Association of the Company, any two
members of the Management Board, or one member of the Management Board and the
holder of a special power of attorney (PROKURA), may bind the Company.

The Management Board must report regularly to the Supervisory Board, in
particular, on proposed business policy, budgets and strategy, profitability and
on the current business of the Company as well as on any exceptional matters
that arise from time to time. The members of the Management Board are appointed
by the Supervisory Board for a term of up to five years. They may be
re-appointed or have their term extended for one or more terms of up to five
years. The normal retirement age for members of the Management Board is
sixty-five, though it is possible for a member of the Management Board to
continue in office beyond this age with the approval of the Supervisory Board.

Under certain circumstances, such as a serious breach of duty or a bona fide
vote of no confidence by the shareholders, a member of the Management Board may
be removed by the Supervisory Board prior to the expiration of such term. A
member of the Management Board may not deal with, or vote on, matters relating
to proposals, arrangements or contracts between himself and the Company.

According to the Articles of Association of the Company, decisions of the
Management Board are approved by a simple majority of the votes. In the event of
a tie, the Chairman of the Management Board (VORSTANDS-



                                    Page 16
<PAGE>


VORSITZENDER) or, in his absence, the Deputy Chairman, has the deciding vote.
Currently, no Deputy Chairman of the Management Board has been appointed.

The present members of the Management Board of the Company are as follows:


WOLFGANG DONDORF

      Wolfgang Dondorf (age 58), Chairman of the Management Board, was appointed
Managing Director of the Company in July 1994 and has been a member of the
Management Board since 1996 for a five-year term, renewed in 2001. From 1989 to
1994, Mr. Dondorf served as Managing Director of King Plastic GmbH, a plastic
components manufacturing company. He has also served as Managing Director of
Pulsotronic GmbH from 1982 to 1989, Starkstrom Gummersbach GmbH from 1979 to
1982, and Sprague Electric Inc. from 1971 to 1979. Mr. Dondorf received a
master's degree in electrical engineering from RWTH Aachen.


WILFRIED GLAUM

      Wilfried Glaum (age 55), who joined the Company in 1972, was appointed
Manager of Finance, Controlling, and Administration in July 1994. He has served
as a member of the Management Board since 1996 for a five-year term, renewed in
2001. Mr. Glaum served as Manager of Logistics and the Purchasing Department of
the Company from 1985 to 1991 and as Manager of Controlling from 1992 to 1993.
Mr. Glaum received a bachelor's degree in business administration from
Berufsfortbildungswerk des DGB Dusseldorf.


SENIOR OFFICERS (PROKURISTEN)

      Manfred Bender (age 36), who graduated with a degree in business economics
(Dipl.-Betriebswirt) from Fachhochschule Giessen-Friedberg, joined the Company
in 1998. He is responsible for the Finance and Controlling Department. In August
2001 the Management Board granted Mr. Bender a special power of attorney
(Prokura), which grants him the authority to bind the Company with any member of
the Management Board. Before 1998, he served as Controller, Internal Auditor and
IT-Manager for Schunk GmbH, a multinational industrial group.


SUPERVISORY BOARD (AUFSICHTSRAT)

      In accordance with the Company's Articles of Association, the Supervisory
Board consists of six members, four of whom are elected by the shareholders at a
general meeting in accordance with the provisions of the German Stock
Corporation Law, and two of whom are elected by the employees in accordance with
the Labor-Management-Relations Act (BETRIEBSVERFASSUNGSGESETZ) (1952).

A member of the Supervisory Board elected by the shareholders may be removed by
the shareholders by a majority of the votes cast at a general meeting of
shareholders or for cause by court order of the municipal court (AMTSGERICHT)
upon motion by a simple majority of the members of the Supervisory Board. Upon
request of the Works Council or at least twenty percent of the employees
entitled to elect members of the Supervisory Board, a member of the Supervisory
Board elected by the employees may be removed by at least three-quarters of the
votes cast by the employees entitled to vote. In addition, such member may be
removed for cause by a court order of the municipal court upon motion by a
simple majority of the members of the Supervisory Board. The Supervisory Board
appoints a Chairman and a Deputy Chairman from among its members. At least half
the members of the Supervisory Board must be present to constitute a quorum.
Resolutions are passed by a simple majority of the Supervisory Board.

The members of the Supervisory Board are each elected for a term of five years
(the term expires at the end of the general meeting of shareholders in which the
shareholders discharge the Supervisory Board member for the fourth fiscal year
following the year in which such member was elected). The terms of the current
members of the


                                    Page 17
<PAGE>


Supervisory Board will end as of the date of the General Shareholder Meeting to
be held within the first eight months of the year 2006.

The following individuals are members of the Supervisory Board:

<TABLE>
<CAPTION>
NAME                             AGE    PRINCIPAL OCCUPATION
----                            ----    ---------------------
<S>                              <C>    <C>
Dr. Michael Oltmanns             45     Lawyer and tax consultant

Michael J. Anderson              44     Managing Director of Bank of America
                                        Securities, London

Prof. Dr. Klaus-Jurgen Kugler    51     Professor

Gotz Timmerbeil                  34     Certified public accountant and tax
                                        consultant

Gunter Schneider                 58     Member of the Pfeiffer Vacuum Works
                                        Council, elected by the employees

Edgar Keller                     46     Member of the Pfeiffer Vacuum Works
                                        Council, elected by the employees
</TABLE>


B.   COMPENSATION

     The aggregate amount of compensation paid by the Company during the year
ended December 31, 2001 to all members of the Supervisory Board and the
Management Board of the Company, as a group, for services in all capacities, was
(euro) 0.9 million. The aggregate amount set aside or accrued by the Company
during the year ended December 31, 2001 to provide pension, retirement or
similar benefits for all members of the Supervisory Board and the Management
Board of the Company, as a group, was (euro) 0.4 million.

For a description of the Company's pension plans see Note 9 to the Consolidated
Financial Statements.


C.   BOARD PRACTICES

     The Company has entered into service agreements with both members of the
Management Board. Base salaries are established based on a comparative analysis
of base salaries, paid by similarly situated industrial companies. Additional
annual bonuses are determined in relation to the profitability of the Company.
They are expressed as a percentage of base salary and may be adjusted, upward or
downward, based on the profitability of the Company.

Mr. Gunter Schneider and Mr. Edgar Keller, two members of the Supervisory Board,
also have employment contracts with the Company, in their capacity as employees.
Mr. Schneider and Mr. Keller were elected by the Company's employees to the
Supervisory Board in accordance with the Labor Management Relations Act
(BETRIEBSVERFASSUNGSGESETZ) (1952). Their employment contracts are standard-form
contracts governed by the terms of a collective wage agreement between the labor
union representing certain of the Company's employees and an employer's
association representing the Company and other companies in the industry. As
stipulated in the collective wage agreement, there are no benefits payable to
Mr. Schneider or Mr. Keller upon termination of their employment contracts.
Please see Item 6.D below for more information about the collective wage
agreement.


                                    Page 18
<PAGE>


The Company has not entered into any other service contracts with any other
members of its Supervisory Board.

See also Item 6. A. Directors and Senior Management.


D.   EMPLOYEES

     As of December 31, 2001, the Company employed 793 people, 585 of which are
in Germany and 208 of which are in other countries. In Germany, employment
agreements for employees below management level are generally collectively
negotiated between the regional association of the companies within a particular
industry and the respective unions. The current agreement for "metal workers",
which covers most of the Company's employees, went into effect on March 1, 2000
and is effective through February 28, 2002. Negotiations on a new agreement are
expected to take place over the next few months. The term of the current
agreement will govern the Company's relations with its metal workers until the
new agreement takes effect. Employees at the Asslar facility are represented by
a works council. The Company has not experienced any work stoppages during the
last ten years. The Company considers its labor relations to be good.


CONVERTIBLE BONDS


FIRST MANAGEMENT/STAFF PARTICIPATION PROGRAM

     On July 15, 1996, the Company issued (euro) 1.5 million in convertible
bonds to members of management and key employees of the Company and its
subsidiaries at a purchase price equal to 100% of their principal amount. Each
convertible bond with a principal amount of (euro) 511 was convertible into two
hundred ordinary shares of the Company upon payment of a specified conversion
price. The convertible bonds bore interest at 6% per annum and could be redeemed
at 100% of their principal amount on July 14, 2001, unless previously converted.
The bonds were mandatorily repurchased in the case of termination of employment
of the bondholder.

The Company had financed the employees' purchase of these convertible bonds with
an interest bearing loan. The loans were repaid at the execution of conversion
rights and were classified as other long-term assets in the balance sheet.

As of December 31, 2001, 239 convertible bonds with a par value of (euro)
122,199 were repurchased from employees voluntarily exiting the plan. The
respective loans receivable were likewise repaid.

In July 2001, all bonds under this program were called in and converted. During
2001 bondholders converted 857 bonds with an aggregate principal value of (euro)
438,177 into 171,400 non-par value ordinary shares. The shareholder's
contribution, amounting to (euro) 637,307, is included in the additional paid-in
capital.


SECOND MANAGEMENT/STAFF PARTICIPATION PROGRAM

     In July 2000, the Company began a second management/staff participation
program. Members of the management and employees of the Company and its
subsidiaries purchased 4,400 new convertible bonds. During the term of the
bonds, each convertible bond with a par value of (euro) 128 may be converted
into fifty bearer, non-par value ordinary shares of the Company upon payment of
a conversion price. Each holder of new convertible bonds may convert up to 30%
beginning July 10, 2002, up to 60% beginning July 10, 2003, and up to 100%
beginning July 10, 2004, subject to certain closed periods. The last date on
which holders of the bonds may convert them is December 9, 2005.


                                    Page 19
<PAGE>


The bonds bear annual interest at a rate of 6% up to the time of conversion and
will be redeemed at December 10, 2005 at 100% of their principal amount, unless
previously converted. The bonds must be repurchased upon termination of
employment. Employees had the option of financing the purchase of the new
convertible bonds with an interest bearing loan from the Company. All employee
loans must be repaid at the time of conversion and are classified as other
long-term assets in the balance sheet.


E.   SHARE OWNERSHIP

     The following table includes certain information known to the Company with
respect to beneficial ownership of the Company's Ordinary Shares as of December
31, 2001 by all members of the Supervisory Board and the Management Board:

<TABLE>
<CAPTION>
                                   IDENTITY OF                                  PERCENT OF
     TITLE OF CLASS              PERSON OR GROUP               AMOUNT OWNED        CLASS
----------------------    --------------------------------     ------------     ----------
                          MANAGEMENT BOARD

<S>                       <C>                                  <C>              <C>
    Ordinary Shares       Dondorf, Wolfgang                        56,000          0.6%
          ADRs            Dondorf, Wolfgang                           200          0.0%
    Ordinary Shares       Glaum, Wilfried                          34,185          0.4%
          ADRs            Glaum, Wilfried                             200          0.0%

                          SUPERVISORY BOARD

    Ordinary Shares       Dr. Oltmanns, Michael                       100          0.0%
    Ordinary Shares       Anderson, Michael J.                          0          0.0%
    Ordinary Shares       Prof. Dr. Kugler, Klaus-Jurgen                0          0.0%
    Ordinary Shares       Timmerbeil, Gotz                              0          0.0%
    Ordinary Shares       Keller, Edgar                                 0          0.0%
    Ordinary Shares       Schneider, Gunter                            80          0.0%
</TABLE>


ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


A.   MAJOR SHAREHOLDERS

     As of December 31, 2001 Capital Group International, Inc. beneficially
owned 394,610 ordinary shares of the Company, which is equal to 4.5% of the
total number of the Company's outstanding ordinary shares. Capital Group
International, Inc. beneficially owned 682,910 shares of the Company, or 7.9%,
as of December 31, 2000, and 880,900, or 10.4%, as of December 31, 1999. Capital
Group International, Inc. has the same voting rights as any other holder of the
Company's ordinary shares.

To the best knowledge of the Company, it is not directly or indirectly owned or
controlled by another corporation, by any foreign government, or by any natural
or legal persons, severally or jointly. The Company believes that, as of
December 31, 2001, it had approximately five record owners of ADRs in the United
States, including Capital Group International, Inc. Approximately six percent of
the capital stock of the Company is


                                    Page 20
<PAGE>


beneficially owned by holders of ADRs. The underlying ordinary shares of the
Company are held of record by the Depositary, on behalf of the ADR holders.


B.   RELATED PARTY TRANSACTIONS

     The Company did not enter into any transaction with related parties in the
year ended December 31, 2001, and is not presently proposing to enter into any
transactions with related parties, that are material either to the Company or
any related party, or that are unusual in their nature of conditions. In
addition, as of December 31, 2001, there are no loans outstanding that the
Company has made to any related parties.


C.   INTERESTS OF EXPERTS AND COUNSEL

Not applicable.



ITEM 8. FINANCIAL INFORMATION


A.   CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18.


LEGAL PROCEEDINGS

     In the normal course of business, the Company is subject to various legal
proceedings and claims. The Company believes that the ultimate outcome of these
matters will not have a material effect on its financial condition or results of
operations.


POLICY ON DIVIDEND DISTRIBUTIONS

     The Management Board proposes dividends based on Pfeiffer Vacuum Technology
AG's year-end unconsolidated financial statements. Aggregate dividends of (euro)
0.56 and (euro) 0.72 Per ordinary share were approved and paid in 2000 and 2001,
respectively. A similar dividend of (euro) 0.75 per ordinary share has been
proposed and is expected, upon final approval by the Supervisory Board and the
shareholders of the Company, to be paid in 2002. The Company has declared an
annual dividend since 1998.


                                    Page 21
<PAGE>


B.   SIGNIFICANT CHANGES

In January 2002, the Company acquired from the bankruptcy trustee of Multimedia
Machinery GmbH fixed and intangible assets for a purchase price of approximately
(euro) 2.4 million. The Company also hired forty-five former employees of
Multimedia Machinery.


ITEM 9.    THE OFFER AND LISTING

Items 9.A.1-3, and 5-7, B, D, E, and F are not applicable.


A.   OFFER AND LISTING DETAILS

4.   MARKET PRICE INFORMATION

TRADING OF ADRS ON THE NEW YORK STOCK EXCHANGE

     The table below sets forth, for the periods indicated, the high and low
closing sales prices in U.S. dollars for the ADRs on the NYSE, as reported on
the NYSE Composite Tape.

<TABLE>
<CAPTION>
                                                              PRICE PER ADR
                                                          -----------------------
                                                          HIGH              LOW
                                                          ----              ---
<S>                                                       <C>              <C>
                                                                     ($)
1996 (beginning July 16) .................................18.25            11.50

1997......................................................23.80            11.55

1998......................................................63.48            17.68

1999......................................................50.13            23.00

2000
    First Quarter ........................................48.38            25.25
    Second Quarter........................................42.88            37.50
    Third Quarter ........................................46.00            36.50
    Fourth Quarter .......................................42.00            34.13

2001
    First Quarter ........................................48.00            32.50
    Second Quarter........................................43.95            32.00
    Third  Quarter .......................................36.00            22.50
    Fourth Quarter........................................36.40            28.50


                                    Page 22
<PAGE>


                                                              PRICE PER ADR
                                                          -----------------------
                                                          HIGH              LOW
                                                          ----              ---
                                                                     ($)
    Month of July.........................................35.00            31.05
    Month of August.......................................36.00            31.91
    Month of September....................................32.25            22.50
    Month of October......................................31.80            28.50
    Month of November.....................................36.40            29.55
    Month of December.....................................35.75            31.00

2002
    Month of January......................................34.65            30.80
</TABLE>


On January 31, 2002, the closing sales price per ADR on the NYSE as reported on
the NYSE Composite Tape was $ 31.05.


TRADING OF ORDINARY SHARES ON THE NEUER MARKT

     The Ordinary Shares are listed and principally traded outside the United
States on the Neuer Markt of the Frankfurt Stock Exchange, where high and low
closing sales prices have been expressed in Euro since January 1, 1999. The
prices for the year 1998 are based on the exchange from DM to Euro at the fixed
official rate of 1.95583 DM per Euro.

The table below presents, for the periods indicated, the high and low closing
sales prices in Euro for the Ordinary Shares on the Neuer Markt, based on the
exchange from Euro to U.S. dollars at the Noon (Buying) Rate, in each case as in
effect on the last trading day of the periods presented.

<TABLE>
<CAPTION>
                                                   Price per Ordinary Share
                              -------------------------------------------------------------------
                                         HIGH              LOW             HIGH              LOW
                                         ----              ---             ----              ---
<S>                                     <C>              <C>              <C>              <C>
                                       (euro)           (euro)                $                $
1998 (since April 15):
    Second Quarter                      55.37            41.93            60.05            45.48
    Third Quarter                       54.50            29.65            63.82            34.72
    Fourth Quarter                      44.48            28.63            52.19            33.59

1999:
    First Quarter                       46.50            33.30            49.95            35.77
    Second Quarter                      40.00            31.30            41.29            32.31
    Third Quarter                       38.50            31.70            41.06            33.81
    Fourth Quarter                      31.80            23.70            38.90            23.76

2000:
    First Quarter                       46.58            24.68            44.41            23.53
    Second Quarter                      46.48            38.75            44.50            37.10
    Third Quarter                       50.40            41.00            45.03            37.88
    Fourth Quarter                      47.00            39.50            43.73            33.20


                                    Page 23
<PAGE>


                                                   Price per Ordinary Share
                              -------------------------------------------------------------------
                                         HIGH              LOW             HIGH              LOW
                                         ----              ---             ----              ---
                                       (euro)           (euro)                $                $
2001:
    First Quarter                       51.36            35.40            45.28            31.21
    Second Quarter                      49.19            37.47            41.72            31.78
    Third Quarter                       40.60            24.40            35.58            22.37
    Fourth Quarter                      40.50            30.00            36.03            27.16

    Month of July                       40.60            36.22            35.58            31.74
    Month of August                     39.60            35.80            36.32            32.84
    Month of September                  36.55            24.40            33.52            22.37
    Month of October                    36.00            30.00            32.59            27.16
    Month of November                   40.50            33.05            36.03            29.40
    Month of December                   40.20            34.25            35.46            30.21

2002:
    Month of January 2002               39.50            35.20            34.11            30.40
</TABLE>


On January 31, 2002, the closing sales price per Ordinary Share on the Neuer
Markt of the Frankfurt Stock Exchange, as reported by Deutsche Borse was (euro)
36.20.

The average daily volume of Ordinary Shares traded on Neuer Markt at the
Frankfurt Stock Exchange during 2001 was 26,780. Such number is based on total
yearly turnover statistics supplied by the Frankfurt Stock Exchange.


C.      MARKETS


GENERAL

     The Company's Ordinary Shares have been listed on the Neuer Markt of the
Frankfurt Stock Exchange since April 15, 1998. On July 1, 1999 the Neuer Markt
introduced the "NEMAX 50" index, which contains fifty selected companies from
the Neuer Markt. The shares of Pfeiffer Vacuum Technology AG have been included
in this index since its introduction. As of January 31, 2002, 340 companies are
listed on the Neuer Markt.

ADRs, each representing one Ordinary Share, are listed on the New York Stock
Exchange and trade under the symbol PV. The depository for the ADRs is the Bank
of New York (the "Depositary"). The ADRs also trade on the Berliner Freiverkehr,
as well as the Stuttgart Freiverkehr, the Frankfurt Freiverkehr, the Dusseldorf
Freiverkehr and the Hamburg Freiverkehr in Germany.

All Ordinary Shares have been issued in bearer form.


                                    Page 24
<PAGE>


ITEM 10.   ADDITIONAL INFORMATION


A.      SHARE CAPITAL

Not applicable.


B.      MEMORANDUM AND ARTICLES OF ASSOCIATION


REGISTRATION, OBJECTS AND PURPOSES OF THE COMPANY

     Pfeiffer Vacuum Technology AG is a stock corporation (AKTIENGESELLSCHAFT)
organized under the Stock Corporation Law (AKTIENGESETZ) of the Federal Republic
of Germany. The Company's registered office is in Asslar and it is registered in
the commercial register of the local court of Wetzlar under the number HR B 44.

According to section 2 of its Articles of Association, the objects and purposes
of the Company are the development, planning, design, manufacture, application,
sale and distribution of technical apparatuses and equipment, especially those
incorporating the "Pfeiffer Vacuum Technology" and marketed under the "Pfeiffer"
trademark, as well as the participation in domestic and foreign enterprises.


DIRECTORS

     The Company has a two-tier board structure consisting of a Management Board
and a Supervisory Board (see Item 6.A. Directors and Senior Management).

A member of the Management or Supervisory Board may not vote on proposals,
arrangements or contracts in which that member has a material interest pursuant
to general principles of German law applicable to corporate bodies.

The compensation of members of the Management Board is determined by the
Supervisory Board (section 87 (1) of the German Stock Corporation Law).
According to section 11 of the Company's Articles of Association, the General
Shareholders' Meeting determines the compensation of the members of the
Supervisory Board.

The Company may make loans to members of its Management Board and their family
members only pursuant to a resolution of the Supervisory Board if the loan
exceeds the amount of the Management Board member's monthly compensation
(section 89 of the German Stock Corporation Law). Company loans to members of
its Supervisory Board and their family members require the consent of the
Supervisory Board (section 115 of the German Stock Corporation Law).

Membership of the Management and Supervisory Board is not limited by any age
limit requirement. Membership ends at the end of the period for which a member
was appointed.

Management and Supervisory Board members are not required to hold any shares in
the Company while in office.


ORDINARY SHARES

     The Company has issued a single class of Ordinary Shares without par value,
all of which have been issued in the form of bearer shares.



                                    Page 25
<PAGE>


The form and content of share certificates as well as that of dividend and
renewal coupons are determined by the Management Board with the consent of the
Supervisory Board. The Company may combine several individual shares into one or
more share certificates, which document or documents then represent several
shares ("global-share certificates"). Shareholders are not entitled to the
issuance of individual share certificates subject to the requirements of any
stock exchange on which shares may be listed.

Under the German Stock Corporation Law (section 186 (1)), an existing
shareholder in a stock corporation has a preferential right to subscribe for
issues by such corporation of shares, debt instruments convertible into shares,
debt instruments with warrants attached and participating debt instruments in
proportion to the shares held by such shareholder in the existing share capital
of such corporation. The German Stock Corporation Law provides that this
preferential right can only be excluded in certain limited circumstances and in
the same shareholder resolution authorizing the capital increase (section 186
(3)). A majority of at least three-quarters of the share capital represented at
the meeting is required for the exclusion. The exclusion of pre-emptive rights
is permitted with a majority of three-quarters of the share capital present if
the capital increase against cash contribution (BARKAPITALERHOHUNG) does not
exceed an amount of 10% of the Company's share capital (GRUNDKAPITAL) and the
issue price does not significantly fall below the exchange price. Pre-emptive
rights may be transferred by agreement and delivery of the coupon evidencing
such rights. If the shares to which the pre-emptive rights relate are held in a
clearing system, the rights may be transferred in accordance with the rules of
such clearing system.

The Management Board is authorized to increase, subject to the consent of the
Supervisory Board, the Company's share capital on or prior to June 5, 2005 by
issuing non par value shares against cash contributions, in one or several
tranches, for an amount up to (euro) 8,640,000. The shareholders will be granted
a pre-emptive right. The Management Board is authorized to exclude, subject to
the consent of the Supervisory Board, fractional shares from the pre-emptive
right. The Management Board is authorized to increase, subject to the consent of
the Supervisory Board, the Company's share capital on or prior to June 5, 2005
by issuing new non par value shares against cash contributions, in one or
several tranches, for an amount up to (euro) 2,160,000.

With the consent of the Supervisory Board, the Management Board may exclude the
pre-emptive rights of the shareholders in order to be able to issue the new
shares in an overall nominal amount of up to (euro) 1,660,000 at an issue price
that is not substantially below the stock exchange price or to be able to issue
the new shares in a nominal amount of up to (euro) 500,000 to employees.

If the Management Board does not exercise its authority to exclude the
pre-emptive rights, the pre-emptive rights of the shareholders may be excluded,
with the consent of the Supervisory Board, for fractional shares only.

The share capital has been conditionally increased by up to (euro) 1,152,000
through the issuance of up to 450,000 non par value bearer shares, to be issued
upon conversion of the convertible bonds issued in June 2000. The conditional
capital increase will be implemented only insofar as the holders of the
convertible bonds actually convert them. The new shares will participate in the
profits for the entire fiscal year in which the right to convert is exercised.

Shareholders share in the Company's profits pro rata in accordance with their
holding of Ordinary Shares in the Company (section 60 German Stock Corporation
Law). However, the Company may decide on a different profit participation of new
shares issued following a capital increase (section 5 (4) of the Articles of
Association of the Company). Shareholders participate in the Company's profits
in the form of dividends.

Dividends are paid following approval by shareholders at the annual general
meeting of shareholders. Dividends are paid upon presentation of the relevant
dividend coupon (DIVIDENDENSCHEIN) to the Company or the paying agent or agents
appointed from time to time by the Company. If the Ordinary Shares which are
entitled to dividend payments are held in a clearing system, the dividends will
be paid in accordance with the rules of such clearing system. Notice of the
dividends paid and appointment of the paying agent or agents for this purpose
will be published by the Company in the German Federal Gazette (BUNDESANZEIGER).

The shareholders vote on a recommendation made by the Management Board and
Supervisory Board as to the amount of dividend which should be paid. Under
German law, dividends are payable from balance sheet profits (BILANZGEWINN). In
determining the annual financial statements (including the balance sheet
profit), the


                                    Page 26
<PAGE>


Management Board and the Supervisory Board are, in accordance with German law,
required to appropriate a certain portion of the Company's annual surplus
(JAHRESUBERSCHUSS) to reserves until such "statutory" reserves amount in the
aggregate to 10% of the Company's share capital. In addition, the Management
Board and the Supervisory Board may appropriate up to 50% of the Company's
annual surplus (after deduction of any loss carried forward and after
appropriation to "statutory" reserves) to voluntary reserves. Further, pursuant
to section 16 of the Company's Articles of Association, the remaining 50% of the
Company's annual surplus may also be appropriated to voluntary reserves, unless
the voluntary reserves exceed or would exceed (after appropriation) 50% of the
Company's share capital. Thus, the balance sheet profit available for payment as
a dividend is reduced by the aggregate amount of any such appropriation.

Each Ordinary Share entitles the holder thereof to one vote at general meetings
of the shareholders of Company. Resolutions are passed at general meetings of
the shareholders of the Company by a majority of the votes cast, unless a higher
vote is required by mandatory law. The German Stock Corporation Law requires
that, among others, the following significant resolutions be passed by a
majority of the votes cast and at least 75% of the capital represented in
connection with the vote taken on such resolution: change of corporate purpose,
issues of preferred non-voting shares, certain capital increases, capital
decreases, a dissolution of the Company, a merger of the Company into or a
consolidation of the Company with another stock corporation, a split off or spin
off, a transfer of all of the Company's assets, conclusion of enterprise
agreements (UNTERNEHMENSVERTRAGE), in particular the inclusion of subsidiaries
under contractual domination (Beherrschungsvertrage) and profit and loss pooling
(GEWINNABFUHRUNGSVERTRAGE), change of the Company's corporate form and the
elimination of pre-emptive rights.

Members of the Supervisory Board are not reelected at staggered intervals. They
are elected by the General Shareholders' Meeting for periods not exceeding five
years and may be replaced during a term only for the remainder of that term.
Members of the Management Board are appointed by the Supervisory Board for
periods not exceeding five years and a staggered reelection is possible, but
cumulative voting does not take place.

In accordance with the German Stock Corporation Law (section 271), upon a
liquidation of the Company, liquidation proceeds remaining after paying off all
of the Company's liabilities would be distributed among holders of Ordinary
Shares in proportion to the total nominal value of the shares held by each
holder. Distribution of liquidation proceeds may not occur until the first
anniversary of the third publication of the liquidation in the Federal Gazette.

The Articles of Association of the Company do not permit the redemption of
shares. However, the Company may redeem shares in lieu of an ordinary capital
decrease pursuant to the German Stock Corporation Law (sections 237-239).

The Articles of Association of the Company do not include sinking fund
provisions.

Shareholders are not liable to further capital calls by the Company in the form
of capital increases or otherwise.

Pursuant to the German Stock Corporation Law (section 53a) discrimination of
shareholders is prohibited and the Articles of Association of the Company do not
contain provisions that discriminate against shareholders with substantial
shareholdings.


CHANGE OF SHAREHOLDERS' RIGHTS

     Amendments of the Articles of Association may be proposed either jointly by
the Supervisory Board and the Management Board or by a shareholder or group of
shareholders holding a number of Ordinary Shares having, in the aggregate, a
minimum nominal value of (euro) 0.5 million. A resolution amending the Articles
of Association must be passed by a majority of the votes cast and at least a
majority of the nominal capital represented at the meeting of shareholders at
which the resolution is considered, unless the German Stock Corporation Law
requires that the resolution be passed by at least three-quarters of the nominal
capital represented at the meeting as described earlier in this Item 10.B.


                                    Page 27
<PAGE>


GENERAL SHAREHOLDERS' MEETING

     A general meeting of the shareholders of the Company may be called by the
Management Board or the Supervisory Board. Shareholders holding in the aggregate
at least 5% in nominal value of the Company's issued share capital may request
the calling of a general meeting for a specific purpose. The right to attend and
vote at a shareholders' meeting is only accorded to those shareholders who
deposit their shares with the Company, with a German notary, with a bank serving
as a depositary for such securities or at any other place of deposit specified
in the notice of the general meeting, until the end of the meeting. Shares are
also deemed to have been deposited if, with the consent of a depositee, they are
blocked in the bank account in which they are held until the end of the general
meeting. In order to exercise the right to attend and vote at the general
meeting shareholders must provide the Company at the general meeting with
appropriate documentation which evidences the deposit of Ordinary Shares as
described above. Following such deposit of Ordinary Shares or the blocking of
the account in which they are held, a holder of Ordinary Shares may still sell
or otherwise dispose of such holder's Ordinary Shares; provided, however, that
any voting instructions such shareholder may have given with respect to such
Ordinary Shares will be invalidated and any admission cards such shareholder may
have received that would entitle such shareholder to attend and vote at the
meeting must be returned to the deposit bank or the Company unless the buyer of
such Ordinary Shares authorizes the seller to vote in his own name. Notice of
shareholder meetings must be published in the Federal Gazette (Bundesanzeiger)
at least one month prior to the last day on which the shares must be deposited,
which is required by the Articles of Association to be not later than the
seventh business day prior to the date of the general meeting.

Although notice of each shareholder meeting (whether for the annual general
meeting or an extraordinary meeting) is required to be given as described above,
neither the German Stock Corporation Law nor the Articles of Association have
any minimum quorum requirement applicable to such meetings.


LIMITATIONS ON THE RIGHT TO OWN SECURITIES

     German law or the Company's Articles of Association do not limit the right
of Non-residents or foreign owners to hold or vote the Ordinary Shares or the
ADRs .


PROVISIONS THAT WOULD DELAY A CHANGE IN CONTROL

     The Company's Articles of Association do not contain provisions that would
have the effect of delaying, deferring or preventing a change in control of the
Company.


NOTIFICATION REQUIREMENTS

     Under the German Stock Corporation Law, any enterprise (Unternehmen) owning
shares in the Company must notify the Company without delay, inter alia, if the
aggregate number of shares held by it (or any enterprise connected with it)
exceeds or falls below a threshold of 25% to 50% of the Company's share capital.
For the purposes of this notice requirement, shares owned by an enterprise
include shares owned by another enterprise that is directly or indirectly
controlled by the first enterprise and shares held by another person on behalf
of the first enterprise or the controlled enterprise. Failure to notify the
Company will, for as long as such failure continues, disqualify the shareholder
from exercising any rights attaching to the Ordinary Shares (e.g., voting rights
and dividends). In addition, in the event that the Company's Ordinary Shares are
listed on a European stock exchange, under the Securities Trading Act
(Wertpapierhandelsgesetz) any person who reaches, exceeds or falls below 5%,
10%, 25%, 50% or 75% of the voting rights in a company listed on any European
stock exchange, whether by acquiring or disposing of shares or otherwise, shall
forthwith, and at the latest within seven calendar days, inform the Company and
the Federal Supervisory Authority for Securities Trading (Bundesaufsichtsamt fur
den Wertpapierhandel) in writing that such person has reached, exceeded, or
fallen below the aforesaid thresholds, the extent of such person's voting
rights, and notify the Federal Supervisory Authority for Securities Trading of
such person's address. Failure to notify the Company will, for so long as such
failure continues, disqualify the shareholders for exercising the voting rights
attached to the shares.


                                    Page 28
<PAGE>


PROVISIONS OF GERMAN LAW THAT ARE SIGNIFICANTLY DIFFERENT FROM PROVISIONS OF
US LAW

     As described in "Ordinary Shares" above, German law provides that existing
shareholders of a stock corporation have a preferential right to subscribe for
new shares issued by the corporation in proportion to their holding of shares in
the existing share capital of the corporation. This preferential right can only
be excluded in certain limited circumstances and in the same shareholder
resolution authorizing the capital increase and protects shareholders from being
diluted.


PROVISIONS GOVERNING CHANGES IN THE CAPITAL THAT ARE MORE STRINGENT THAN
REQUIRED BY LAW

     The Articles of Association of the Company do not contain provisions
relating to changes in the capital of the Company that are more stringent than
applicable statutory law.


C.   MATERIAL CONTRACTS

     The Company has not entered into any material contracts, other than
contracts entered into in the ordinary course of business, to which it or any of
its subsidiaries is a party, for the two years immediately preceding the
publication of this document.


D.   EXCHANGE CONTROLS

     At the present time, Germany does not restrict the export or import of
capital, except for certain restrictions regarding Angola, Afghanistan, Iraq,
Libya, Afghanistan, Serbia and Yugoslavia. However, for statistical purposes
only, every individual or corporation residing in Germany (hereinafter a
"Resident") must report to the Deutsche Bundesbank, subject only to certain
immaterial exceptions, any payment received from or made to an individual or a
corporation resident outside of Germany (a "Non-resident") if such payment
exceeds approximately (euro) 12,500 (or the equivalent in a foreign currency).
In addition, German residents must report any claims against or any liabilities
payable to non-residents if such claims or liabilities, in the aggregate, exceed
approximately (euro) 1.5 million (or the equivalent in a foreign currency)
during any month.


E.   TAXATION

TAXATION

     The following is a discussion of the material United States federal income
and German tax consequences to Qualified Holders holding Pfeiffer ordinary
shares. This discussion is based upon existing United States federal income and
German tax law, including legislation, regulations, administrative rulings and
court decisions, as in effect on the date of this Annual Report, all of which
are subject to change, possibly with retroactive effect. For purposes of this
discussion, in general, a "Qualified Holder" means a beneficial owner of
Pfeiffer ordinary shares that (1) is a resident of the United States for
purposes of the United States-Germany income tax treaty (the "Income Tax
Treaty"), which generally includes an individual United States resident, a
corporation created or organized under the laws of the United States, any state
thereof or the District of Columbia and a partnership, estate or trust, to the
extent its income is subject to taxation in the United States as the income of a
United States resident, either in its hands or in the hands of its partners or
beneficiaries, (2) does not hold Pfeiffer ordinary shares as part of the
business property of a permanent establishment located in Germany or as part of
a fixed base of an individual located in Germany and used for the performance of
independent personal services and (3) if not


                                    Page 29
<PAGE>


an individual, is not subject to the limitation on benefits restrictions in the
Income Tax Treaty. This discussion assumes that the Qualified Holder holds
Pfeiffer ordinary shares as a capital asset. This discussion does not address
all aspects of United States federal income and German taxation that may be
relevant to all Qualified Holders in light of their particular circumstances,
including for example Qualified Holders whose stock was acquired pursuant to the
exercise of an employee stock option or otherwise as compensation or Qualified
Holders who are subject to special treatment under United States federal income
tax laws (for example, financial institutions, insurance companies, tax-exempt
organizations and broker-dealers). This discussion also does not address any
aspects of state, local or non-United States (other than certain German) tax
law.


EACH QUALIFIED HOLDER IS STRONGLY URGED TO CONSULT HIS OR HER TAX ADVISOR AS TO
THE UNITED STATES FEDERAL INCOME AND GERMAN TAX CONSEQUENCES OF HOLDING PFEIFFER
ORDINARY SHARES, INCLUDING THE PARTICULAR FACTS AND CIRCUMSTANCES THAT MAY BE
UNIQUE TO SUCH QUALIFIED HOLDER, AND AS TO ANY OTHER TAX CONSEQUENCES OF HOLDING
PFEIFFER ORDINARY SHARES.


TAXATION OF DIVIDENDS

     German corporations are required to withhold German tax on dividends in an
amount equal to 20% of the gross amount paid to resident and non-resident
stockholders for dividends distributed in 2002. A partial refund of this 20%
withholding tax can be obtained by Qualified Holders under the Income Tax Treaty
(subject to certain limitations). Qualified Holders are generally subject to
United States federal income tax on dividends paid by German corporations.
Subject to applicable limitations of United States federal income tax law,
Qualified Holders may be able to claim a foreign tax credit for certain German
income taxes paid. The amount of the refund of German withholding tax and the
determination of the foreign tax credit allowable against United States federal
income tax generally depend on whether or not the Qualified Holder is a United
States corporation owning at least 10% of the voting stock of Pfeiffer (a "10%
Holder").

In the case of any Qualified Holder, other than a 10% Holder, the German
withholding tax on dividends paid in 2002 is partially refunded under the Income
Tax Treaty, effectively reducing the withholding tax to 15% of the gross amount
of the dividend. Since the German tax reform abolished the corporate imputation
system, which provided a basis for Qualified Holders (other than 10% Holders)
with an additional 5 % treaty refund, Qualified Holders will no longer be
entitled to such an additional refund.

In the case of a 10% Holder, the 20% German withholding tax on dividends paid in
2002 is reduced under the Income Tax Treaty to 5% of the gross amount of the
dividend. Such 10% Holders may, therefore, apply for a refund of German
withholding tax on the dividend paid in 2002 in the amount of 15% of the gross
amount of the dividend. Subject to applicable limitations of United States
federal income tax laws, a 10% Holder may be entitled to a foreign tax credit
for the 5% German withholding tax on dividends and for the portion of the total
income taxes (trade income tax and corporation income tax, including any surtax)
paid by Pfeiffer attributable to distributed profits.

Dividends paid in (euro) to a Qualified Holder of Pfeiffer ordinary shares will
be included in income in a dollar amount calculated by reference to the exchange
rate in effect on the date the dividends are received or treated as received by
such holder. If dividends paid in (euro) are converted into dollars on the date
received or treated as received, Qualified Holders generally should not be
required to recognize foreign currency gain or loss in respect of each dividend.

A surtax on the German withholding tax is currently levied on dividend
distributions paid by a German resident company. The rate of this surtax is
5.5%, which is 1.1% (5.5% X 20%) of the gross dividend amount. Under the Income
Tax Treaty, Qualified Holders are entitled to a full refund of this surtax.


                                    Page 30
<PAGE>


REFUND PROCEDURES

      To claim the refund reflecting the current reduction of the German
withholding tax from 20% to 15% (or 5% for 10% Holders) and the refund of the
effective 1.1% German surtax, when applicable, a Qualified Holder must submit a
claim for refund, together with documentation of the tax withheld and
certification of their last filed U.S. federal income tax return, to the German
tax authorities, within four years from the end of the calendar year in which
the dividend is received. Claims for refunds are made on a special German claim
for refund form, which must be filed with the German tax authorities: Bundesamt
fuer Finanzen, 53221 Bonn-Beuel, Germany. The German claim for refund forms may
be obtained from the German tax authorities at the same address where the
applications are filed or from the Embassy of the Federal Republic of Germany,
4645 Reservoir Road, N.W., Washington, D.C. 20007-1998.

Qualified Holders must also submit to the German tax authorities certification
(IRS Form 6166) of their last filed United States federal income tax return.
Such certification is obtained from the office of the Director of the Internal
Revenue Service Center by filing a request for the certification with the
Internal Revenue Service -- Philadelphia Service Center, Foreign Certification
Request, P.O. Box 16347, Philadelphia, PA 19114-0447. (Additional information,
including IRS Publication 686, can be obtained from the Internal Revenue Service
website at WWW.IRS.GOV.) Requests for certification are to be made in writing
and must include the Qualified Holder's name, social security number or employer
identification number, tax return form number and tax period for which
certification is requested. The Internal Revenue Service will send the
certification directly to the German tax authorities if the Qualified Holder
authorizes the Internal Revenue Service to do so. This certification is valid
for three years and need only be resubmitted in a fourth year in the event of a
subsequent application for refund.

Qualified Holders of Pfeiffer ordinary shares who receive a refund attributable
to reduced withholding taxes under the Income Tax Treaty may be required to
recognize foreign currency gain or loss, which will be treated as ordinary
income or loss, to the extent that the dollar value of the refund received or
treated as received by the Qualified Holder differs from the U.S. dollar
equivalent of the refund on the date the dividend on which such withholding
taxes were imposed was received or treated as received by the Qualified Holder.


TAXATION OF CAPITAL GAINS

     Under the Income Tax Treaty, a Qualified Holder will not be liable for
German tax on capital gains realized or accrued on the sale or other disposition
of Pfeiffer ordinary shares.

Upon a sale or other disposition of Pfeiffer ordinary shares, a Qualified Holder
will recognize capital gain or loss for United States federal income tax
purposes equal to the difference between the amount realized and the Qualified
Holder's adjusted tax basis in the Pfeiffer ordinary shares. In the case of an
individual Qualified Holder of Pfeiffer ordinary shares, any such capital gain
will be subject to a maximum United States federal income tax rate of 20%, if
the individual Qualified Holder's holding period in the Pfeiffer ordinary shares
is more than 12 months.


GERMAN GIFT AND INHERITANCE TAXES

     The United States-Germany estate tax treaty provides that an individual
whose domicile is determined to be in the United States for purposes of such
treaty will not be subject to German inheritance and gift tax (the equivalent of
the United States federal estate and gift tax) on the individual's death or
making of a gift unless the Pfeiffer ordinary shares (1) are part of the
business property of a permanent establishment located in Germany or (2) are
part of the assets of a fixed base of an individual located in Germany and used
for the performance of independent personal services. An individual's domicile
in the United States, however, does not prevent imposition of German inheritance
and gift tax with respect to an heir, donee or other beneficiary who is
domiciled in Germany at the time the individual died or the gift was made.


                                    Page 31
<PAGE>


The United States-Germany estate tax treaty also provides a credit against
United States federal estate and gift tax liability for the amount of
inheritance and gift tax paid in Germany, subject to certain limitations, in a
case where the Pfeiffer ordinary shares are subject to German inheritance or
gift tax and United States federal estate or gift tax.


GERMAN CAPITAL TAX (VERMOGENSTEUER)

     The Income Tax Treaty provides that a Qualified Holder will not be subject
to German capital tax (Vermogensteuer) with respect to the Pfeiffer ordinary
shares. As a result of a judicial decision, the German capital tax
(Vermogensteuer) presently is not imposed.


OTHER GERMAN TAXES

     There are no German transfer, stamp or other similar taxes that would apply
to Qualified Holders upon receipt, purchase, holding or sale of Pfeiffer
ordinary shares.


F.      DIVIDENDS AND PAYING AGENTS

Not applicable.


G.      STATEMENT BY EXPERTS

Not applicable.


H.      DOCUMENTS ON DISPLAY

     The Company publishes its annual report in the English and German
languages. The Annual Report on Form 20-F is available from the Company's
Internet site (http://www.pfeiffer-vacuum.de). In addition, the Company files
reports (including the Annual Report on Form 20-F) and other information with
the Securities and Exchange Commission (the "SEC"). Any documents that the
Company files with the SEC may be read and copied at the SEC's public reference
rooms at 450 Fifth Street, N.W., Washington, D.C., 20549; 233 Broadway, New
York, 10279, and 500 West Madison Street, Suite 1400, Chicago, Illinois, 60661.

As required by German law, the Company files its Annual Report on Form 20-F with
the Deutsche Borse AG, Frankfurt am Main.


                                    Page 32
<PAGE>


I.   SUBSIDIARY INFORMATION.

Not applicable.


ITEM 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to market risk from changes in interest rates and
foreign currency exchange rates. The Company from time to time assesses its
exposure and monitors opportunities to manage these risks. The Company does not
hold risk-sensitive instruments for investment purposes.


INTEREST RATE RISK

     The Company faces typical interest rate risk insofar as changes of future
interest rates will lead to changes in interest income and interest paid.
However, the Company currently has only one significant long-term debt facility,
which is with Kreditanstalt fur Wiederaufbau at a fixed annual rate of interest
of 4.25% until 2009. The Company invests its cash assets in instruments with
maturities of less than ninety days. The Company does not use interest rate
sensitive instruments to hedge this interest risk exposure.


FOREIGN CURRENCY EXCHANGE RISK

     The Company's principal foreign currency exchange risk involves changes in
the value of the Euro relative to the U.S. Dollar and the British Pound.
Approximately thirty-nine percent of the Company's sales are denominated in
currencies other than the Euro. The table below shows the portion of sales
denominated in the U.S. Dollar, the British Pound, and other foreign currencies
for the year ended December 31, 2001.


      CURRENCY                                 PERCENTAGE OF SALES
      --------                                 -------------------
      U.S. Dollar                                     26%
      British Pound                                    4%
      Other foreign currencies                         9%

From time to time, the Company enters into foreign currency forward contracts to
hedge the exposure of its forecasted foreign-currency sales to fluctuations in
exchange rates. These forward contracts are limited to currencies in which the
Company has significant sales that are denominated in currencies other than the
Euro (i.e., the U.S. Dollar and the British Pound). The contracts are designed
to protect specifically against the impact of changes in exchange rates on these
sales and typically cover approximately sixty to seventy percent of the
Company's foreign exchange risk. The maturities for all forward contracts are
aligned with the date the sales are anticipated to occur. Please see note 16 of
the Consolidated Financial Statements for further discussion of the Company's
foreign exchange hedging activities.

The portion of the Company's forecasted foreign currency sales that are not
covered by its hedging activities would be adversely affected by a devaluation
of foreign currencies relative to the Euro. A hypothetical, simultaneous,
instantaneous, and unfavorable ten percent decrease in the value of the U.S.
Dollar and the British Pound relative to the Euro would result in a decline in
the Company's forecasted sales denominated in Dollars and Pounds for the first
six months of 2002 of an amount equal to approximately (euro) 809,000.00. The
foregoing


                                    Page 33
<PAGE>


calculations are based on the assumption that sales in the first six months of
2002 will be equal to the Company's sales in the six month period that ended on
December 31, 2001.


ITEM 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES


A.   DEBT SECURITIES

Not applicable.


B.   WARRANTS AND RIGHTS

Not applicable.


C.   OTHER SECURITIES

Not applicable.


D.   AMERICAN DEPOSITORY SHARES

Not applicable.



                                     PART II


ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES, AND DELINQUENCIES

None.


                                    Page 34
<PAGE>


ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
          PROCEEDS


CHANGES WITH RESPECT TO ORDINARY SHARES

     In July 1998, the Company split its Ordinary Shares 10-for-1 and changed
the nominal value of those shares.

As a result of the split, the 880,000 outstanding Ordinary Shares, nominal value
(euro) 25,60 per share, were split into 8,800,000 Ordinary Shares, without
nominal value. These changes did not change the nominal share capital of the
Company, which remained (euro) 22,497,000.

Each non-par value Ordinary Share entitles the holder thereof to one vote at
general meetings of the shareholders of the Company. As a result of the change
of the nominal value of the Ordinary Shares, conditions with respect to such
matters as issuance of shares, voting rights, dividend and liquidation rights,
preemptive rights, and notification rights that were previously determined on
the basis of nominal value of Ordinary Shares must now be determined on the
basis of (i) the percentage of the total outstanding Ordinary Shares, without
nominal value, or (ii) the equivalence of each Ordinary Share, without nominal
value, to one-tenth of a previously outstanding Ordinary Share, nominal value
(euro) 25,60 per share, as appropriate.

In July 1996 and 2000, the Company issued (euro) 1.5 million and (euro) 0.6
million, respectively, in convertible bonds to management and key employees of
the Company and its subsidiaries at a purchase price equal to 100% of their
principal amount. At the time of issuance the convertible bonds were convertible
into non-par value Ordinary Shares upon payment of the conversion price.

At the general meeting of the shareholders, a shareholder's resolution dated
June 16, 1999 authorized the Management Board to change the share capital from
DM into Euro. The Company changed its reporting currency to the Euro effective
January 1, 2001.

This summary is qualified in its entirety by reference to the Articles of
Association of the Company in effect at the date of this Report, which are
attached as Exhibit to this Report, and German law in effect at the date of this
Report.


CHANGES WITH RESPECT TO AMERICAN DEPOSITARY RECEIPTS

     Contemporaneously with the split of the Ordinary Shares, the Company and
the Depositary changed the number of Ordinary Shares represented by each ADR.
Pursuant to the Amended and Restated Deposit Agreement, dated as of July 15,
1998 (the "Amended Deposit Agreement"), among the Company, the Bank of New York,
as Depositary, and the holders and beneficial owners of American Depository
Receipts, each ADR represents one Ordinary Share, without nominal value. As a
result of the split of the Ordinary Shares and the change of the ratio of ADRs
to Ordinary Shares, owners of pre-split ADRs were credited with ten ADRs for
each seven pre-split ADRs owned.


ITEM 15. RESERVED


ITEM 16. RESERVED


                                    Page 35
<PAGE>


                                    PART III


ITEM 17. FINANCIAL STATEMENTS.

Not applicable.


ITEM 18. FINANCIAL STATEMENTS.

See pages F-1 through F-22, incorporated by reference.


                                    Page 36
<PAGE>


ITEM 19. EXHIBITS


DOCUMENTS FILED AS EXHIBITS TO THIS REPORT:

1.1  Articles of Association (SATZUNG) of the Company, as amended to the date
     hereof (English translation included).


1.2  Internal Rules of Procedure (GESCHAFTSORDNUNG) of the Company (English
     translation included), incorporated herein by reference to Exhibit 1.2 to
     the Annual Report of the Company pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the fiscal year ended December 31, 2000
     on Form 20-F, filed with the U.S. Securities and Exchange Commission on
     March 26, 2001.


2.1  Amended and Restated Deposit Agreement, dated as of July 15, 1998, among
     the Company, the Bank of New York, as Depositary, and each Holder and
     Beneficial Owner from time to time of American Depositary Receipts issued
     thereunder, including therein a form of American Depositary Receipt
     representing the American Depositary Shares registered, incorporated herein
     by reference to Exhibit (a) to Post-Effective Amendment No. 2 to the Form
     F-6 Registration Statement of the Company and The Bank of New York as
     Depositary, filed with the U.S. Securities and Exchange Commission on July
     10, 1998.


2.2  Form of Certificate of Ordinary Shares, without nominal value (English
     translation included) incorporated herein by reference to Exhibit 2.2 to
     the Annual Report of the Company pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the fiscal year ended December 31, 2000
     on Form 20-F, filed with the U.S. Securities and Exchange Commission on
     March 26, 2001.


2.3  Terms of Issuance of Convertible Bonds issued in 1996 (English version),
     incorporated herein by reference to Exhibit 2.3 to the Annual Report of the
     Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of
     1934 for the fiscal year ended December 31, 2000 on Form 20-F, filed with
     the U.S. Securities and Exchange Commission on March 26, 2001.


2.4  Terms of Issuance of Convertible Bonds issued in 2000 (English version),
     incorporated herein by reference to Exhibit 2.4 to the Annual Report of the
     Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of
     1934 for the fiscal year ended December 31, 2000 on Form 20-F, filed with
     the U.S. Securities and Exchange Commission on March 26, 2001.


8.1  Significant subsidiaries: Please see part C (Organizational Structure) in
     Item 4 (Information on the Company).



                                    Page 37
<PAGE>


Signatures


The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.


Date: February 04, 2002



Pfeiffer Vacuum Technology AG




By: /S/ WOLFGANG DONDORF
    ---------------------------------
    Wolfgang Dondorf
    Chairman of the Management Board






By: /S/ WILFRIED GLAUM
    ----------------------------------
    Wilfried Glaum
    Member of the Management Board




                                    Page 38
<PAGE>



                          INDEX TO FINANCIAL STATEMENTS


                                                                           Page

Report of Independent Auditors . . . . . . . . .. . . . . . . . . . . . . . F-2

Consolidated Statements of Income for the years
ended December 31, 1999, 2000 and 2001 . . . . . . . . . . . . . . . . . . .F-3

Consolidated Balance Sheets at December 31, 2000 and 2001 . . . . . . . . . F-4

Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1999, 2000 and 2001 . . . . . . . . . . . . . . . . . . .F-5

Consolidated Statements of Cash Flows for the years
ended December 31, 1999, 2000 and 2001 . . . . . . . . . . . . . . . . . . .F-6

Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . .F-7


                                    Page F-1
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS



To the Supervisory Board and Shareholders
Pfeiffer Vacuum Technology AG

     We have audited the accompanying consolidated balance sheets of Pfeiffer
Vacuum Technology AG as of December 31, 2001 and 2000 and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended December 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in Germany and in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Pfeiffer Vacuum
Technology AG as of December 31, 2001 and 2000, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States.



Frankfurt am Main, Germany                              ERNST & YOUNG
February 07, 2002                              DEUTSCHE ALLGEMEINE TREUHAND AG

                                               WIRTSCHAFTSPRUFUNGSGESELLSCHAFT


                                    Page F-2
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
                        CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                    ----------------------------------------------
                                                         2001            2000             1999
                                                    -------------    -------------    ------------
<S>                                                 <C>              <C>              <C>
                                                         (EURO)          (EURO)          (EURO)
                                                           (IN THOUSANDS, EXCEPT PER SHARE DATA)

Net sales........................................       170,140         184,678          153,468
Cost of sales....................................       (93,117)       (101,765)         (88,024)
                                                    -------------    -------------    ------------
Gross profit.....................................        77,023          82,913           65,444
Selling and marketing expenses...................       (24,682)        (24,025)         (21,704)
General and administrative expenses..............       (11,413)        (10,925)          (9,705)
Research and development expenses................        (8,064)         (7,631)          (7,735)
Depreciation.....................................        (4,569)         (3,805)          (3,126)
Goodwillamortization.............................          (120)         (1,038)            (254)
                                                    -------------    -------------    ------------
Operating profit.................................        28,175          35,489           22,920
Interest expense.................................          (605)           (582)            (147)
Interest income..................................         2,440           1,790            1,544
Foreign exchange loss............................          (610)         (2,635)            (510)
                                                    -------------    -------------    ------------
Income before income tax.........................        29,400          34,062           23,807
Income taxes:
  Current........................................       (10,510)        (15,917)         (10,066)
  Deferred.......................................           (19)            937             (409)
                                                    -------------    -------------    ------------
                                                        (10,529)        (14,980)         (10,475)
                                                    -------------    -------------    ------------
Net income.......................................        18,871          19,082           13,332
                                                    =============    =============    ============

Earnings per ordinary share and ADR:
  Basic                                                    2.16            2.24             1.54
                                                    =============   =============     ============
  Diluted                                                  2.16            2.21             1.49
                                                    =============   =============     ============
</TABLE>


See accompanying notes to consolidated financial statements


                                    Page F-3
<PAGE>


<TABLE>
<CAPTION>
                          PFEIFFER VACUUM TECHNOLOGY AG
                           CONSOLIDATED BALANCE SHEETS

                                                                           DECEMBER 31,
                                                                   ----------------------------
                                                                        2001           2000
                                                                   -------------    -----------
<S>                                                                <C>              <C>
                                                                       (euro)         (euro)
                                                                           (IN THOUSANDS)
ASSETS
Cash and cash equivalents.....................................          65,035         52,526
Trade accounts receivable - net (Note 3)......................          24,788         28,205
Other accounts receivable.....................................           3,714          4,243
Inventories - net (Note 4)....................................          20,448         24,521
Prepaid expenses..............................................           1,186            743
Deferred tax assets - net (Note 12)...........................             274            887
Other current assets..........................................             205             25
                                                                   -------------   ------------
TOTAL CURRENT ASSETS..........................................         115,650        111,150

Property, plant and equipment - net (Note 5)..................          30,184         25,838
Deferred tax assets - net (Note 12)...........................           2,783          2,199
Goodwill......................................................           1,037          1,155
Other assets..................................................             950          1,159
                                                                   -------------   ------------
TOTAL ASSETS..................................................         150,604        141,501
                                                                   =============   ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of long-term debt.............................           1,291              -
Trade accounts payable........................................           7,608          9,622
Accrued other liabilities (Note 10)...........................          10,436         14,756
Income tax liabilities (Note 10)..............................           5,414         10,328
Customer deposits.............................................           1,840          2,971
                                                                   -------------   ------------
TOTAL CURRENT LIABILITIES.....................................          26,589         37,677

Long-term debt (Note 7).......................................           9,037          6,136
Convertible bonds (Note 8)....................................             563          1,002
Accrued pension (Note 9)......................................          30,883         29,458
Minority interests............................................             130            121

SHAREHOLDERS' EQUITY (NOTE 11)
Share capital (8,790,600 shares authorized, issued and
outstanding at December 31, 2001 and 8,619,200 shares
authorized, issued and outstanding at December 31, 2000)......          22,504         22,065
Additional paid-in-capital....................................           2,821          2,184
Retained earnings.............................................          53,258         38,706
Accumulated other comprehensive income........................           4,819          4,152
                                                                   -------------   ------------
TOTAL SHAREHOLDERS' EQUITY....................................          83,402         67,107
                                                                   -------------   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY....................         150,604        141,501
                                                                   =============   ============
</TABLE>



See accompanying notes to consolidated financial statements


                                    Page F-4
<PAGE>


<TABLE>
<CAPTION>
                          PFEIFFER VACUUM TECHNOLOGY AG
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                   ADDITIONAL                  MINIMUM    CUMULATIVE     UNREALIZED       TOTAL
                                        SHARE       PAID-IN      RETAINED      PENSION    TRANSLATION    GAIN/(LOSS)  SHAREHOLDERS'
                                       CAPITAL      CAPITAL      EARNINGS     LIABILITY   ADJUSTMENT      ON HEDGES       EQUITY
                                      ---------    ----------   ----------    ---------   -----------    -----------  -------------
<S>                                   <C>          <C>          <C>           <C>         <C>              <C>        <C>
                                                                          (IN THOUSAND (EUROS))

Balance at December 31, 1998            22,497        19,001      12,139           (89)         251            -         53,799

Dividends paid......................                              (2,520)                                                (2,520)

Share capital increase..............        31           (31)                                                                 -

Bonds converted.....................       545           791                                                              1,336

Share repurchase....................    (1,438)      (18,201)                                                           (19,639)

Net income..........................                              13,332                                                 13,332

Components of other
comprehensive income................                                                89        2,046         (486)         1,649
                                      ---------    ----------   ---------      --------   ----------   -----------   -----------
Comprehensive income................                                                                                     14,981
                                                                                                                     -----------
Balance at December 31, 1999            21,635         1,560      22,951             -        2,297         (486)        47,957

Dividends paid......................                              (3,327)                                                (3,327)

Bonds converted.....................       430           624                                                              1,054

Net income..........................                              19,082                                                 19,082

Components of other
comprehensive income................                                               (19)       1,243        1,117          2,341
                                      ---------    ----------   ---------      --------   ----------   -----------   -----------
Comprehensive income................                                                                                     21,423
                                                                                                               -     -----------
Balance at December 31, 2000            22,065         2,184      38,706           (19)       3,540          631         67,107

Dividends paid......................                              (4,319)                                                (4,319)

Bonds converted.....................       439           637                                                              1,076

Net income..........................                              18,871                                                 18,871

Components of other
comprehensive income................                                                19          457          191            667
                                      ---------    ----------   ---------      --------   ----------   -----------   -----------
Comprehensive income................                                                                                     19,538
                                                                                                                     -----------
Balance at December 31, 2001            22,504         2,821      53,258             -        3,997          822         83,402
                                      =========    ==========   =========      ========   ==========   ===========   ===========
</TABLE>


See accompanying notes to consolidated financial statements


                                    Page F-5
<PAGE>



<TABLE>
<CAPTION>
                          PFEIFFER VACUUM TECHNOLOGY AG
                      CONSOLIDATED STATEMENTS OF CASH FLOW

                                                                     YEAR ENDED DECEMBER 31,
                                                            ---------------------------------------
                                                               2001           2000          1999
                                                            ------------   -----------   ----------
<S>                                                         <C>            <C>           <C>
                                                              (EURO)         (EURO)        (EURO)
                                                                         (IN THOUSANDS)
CASH FLOW FROM OPERATING ACTIVITIES:
Net income.................................................     18,871        19,082        13,332
Adjustments to reconcile net income to net cash
provided by operating activities:
  Deferred taxes...........................................         19          (937)          409
  Depreciation.............................................      4,569         3,805         3,126
  Amortization.............................................        120         1,038           254
  Loss (gain) on disposal of fixed assets..................       (116)           11           (50)
  Provision for doubtful accounts..........................        108           904           396
Effects of changes in operating assets and liabilities:
  Accounts receivable......................................      3,838        (2,208)       (7,976)
  Inventories..............................................      4,073        (4,650)       (1,075)
  Prepaid expenses and other current assets................        (10)          371           980
  Other assets.............................................       (833)          372           (65)
  Accrued pension liabilities..............................      1,425         1,515         1,541
  Accounts payable.........................................     (2,014)       (1,437)       (1,120)
  Accrued liabilities......................................     (9,225)        7,455          (716)
  Customer deposits and other liabilities..................        160           197        (2,485)
                                                            ------------   -----------   ------------
Net cash provided by operating activities..................     20,985        25,518         6,551

CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from disposal of fixed assets.....................        290            79            64
Capital expenditures.......................................     (9,091)      (13,691)       (4,396)
Acquisition of business, net of cash acquired..............          0          (688)       (1,694)
                                                            ------------   -----------   ------------
Net cash used in investing activities......................     (8,801)      (14,300)       (6,026)

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from borrowings...................................      2,901         6,136             -
Dividends paid.............................................     (4,319)       (3,327)       (2,520)
Share repurchase...........................................          -             -       (19,639)
Bonds payable converted (additional payment)...............        637           624           791
Convertible bonds proceeds (repayments)....................          -             -          (31)
Employee loans - repayments................................        439           434           996
Employee loans - issuances.................................          -          (537)            -
                                                            ------------   -----------   ------------
Net cash provided by (used in) financing activities........       (342)        3,330       (20,403)

FOREIGN CURRENCY TRANSLATION ADJUSTMENT                            667         2,340         1,650

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            12,509        16,888       (18,228)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR              52,526        35,638        53,866
                                                            ------------   -----------   ------------
CASH AND CASH EQUIVALENTS AT END OF THE YEAR                    65,035        52,526        35,638
                                                            ============   ===========   ============
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest.....................................        360           443           123
Cash paid for taxes........................................     13,016        10,976        12,183
</TABLE>


See accompanying notes to consolidated financial statements


                                    Page F-6
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.   BASIS OF PRESENTATION

     The accompanying consolidated financial statements present the consolidated
operations of Pfeiffer Vacuum Technology AG and its subsidiaries (the
"Company"). All amounts in the accompanying consolidated financial statements
are presented in Euro ("(euro)").

The Company designs, manufactures, sells and services a broad range of
turbomolecular vacuum pumps, rotary vane pumps, Roots pumps and customized
vacuum systems and digital versatile disc production equipment. Through its
global sales and service organization comprising sales subsidiaries and
exclusive marketing agents, the Company markets and services the products and a
wide variety of complementary vacuum components and instruments. The primary
markets include Europe, Asia and the United States. The Company's products are
used in the operation of analytical instruments such as electron microscopes and
mass spectrometers, the manufacturing of television tubes, computer monitor
tubes, semiconductors and flat-screen displays, and the deposition of thin film
coating on computer hard discs and compact discs.

The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
("U.S. GAAP"). The German Commercial Code, which represents accounting
principles generally accepted in Germany ("German GAAP") varies in certain
significant respects from U.S. GAAP. Accordingly, the Company has recorded
certain adjustments, principally relating to the accounting for fixed assets,
derivatives, and pension benefits, in order to present the accompanying
consolidated financial statements in accordance with U.S. GAAP.


                                    Page F-7
<PAGE>



                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


PRINCIPLES OF CONSOLIDATION

     The accompanying consolidated financial statements of the Company
consolidate the financial position, results of operations and cash flows of the
Company and its subsidiaries. All significant intercompany transactions and
balances have been eliminated.

The financial statements of the Company's foreign operations are measured in the
currency in which that entity primarily conducts its business (the functional
currency). The functional currency of all the Company's foreign operations is
the applicable local currency. When translating foreign functional currency
financial statements into Euro, year-end exchange rates are applied to asset and
liability accounts, while average rates are applied to income statement
accounts. Adjustments resulting from this process are recorded in the
accumulated other comprehensive income.

Foreign currency transaction gains and losses resulting from the settlement of
amounts receivable or payable denominated in a currency other than the
functional currency are included in income.


DERIVATIVES AND HEDGING ACTIVITIES

     Effective January 1, 1999 the Company adopted the provisions of Financial
Accounting Standards Board Statement No. 133 ("SFAS 133"). SFAS 133 requires the
Company to recognize all derivative financial instruments on its balance sheet
at fair value. Derivatives that are not hedges must be adjusted to fair value
through current income. If the derivative is a hedge, depending on the nature of
the hedge, changes in the fair value of derivatives are either offset against
the change in the fair value of assets, liabilities or firm commitments through
current income or recognized in other comprehensive income until the hedged item
is recognized in earnings. The difference between the change in the fair value
of the derivative and the amount that is recorded in comprehensive income is not
material.


INVENTORIES

     Inventories are valued at the lower of cost or market, with cost
principally determined on an average basis. Inventory reserves are established
for slow-moving and obsolete inventory based on the passage of time and
historical and projected sales activity.


REPAIR AND MAINTENANCE

     The Company's policy is, to expense all repair and maintenance costs as
incurred.


ADVERTISING

     Advertising costs are expensed as incurred.



                                    Page F-8
<PAGE>



                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment are carried at cost and are generally
depreciated using the straight-line method over the estimated useful lives of
the assets. The useful lives utilized for this purpose are:

          Buildings and improvements:.......................   20-50 years
          Machinery and equipment:..........................    3-15  years

The Company evaluates the carrying value of property, plant and equipment for
potential impairment on an ongoing basis.


INTANGIBLE ASSETS

     Goodwill arising from business acquisitions is amortized on a straight line
basis over its economic useful life which is estimated to from 3 to 10 years.
Goodwill amortization was approximately (euro) 120,000 and (euro) 1,038,000 at
December 31, 2001 and December 2000, respectively. The Company periodically
evaluates the carrying values of its goodwill and other intangibles. In the year
ended December 31, 2000, the Company determined that the goodwill recorded in
connection with its acquisition of Semivac Inc. was permanently impaired. As a
result, the Company wrote off the goodwill associated with this acquisition of
(euro) 1.0 million as additional amortization expense.

In June 2001 the Financial Accounting Standards Board issued Financial
Accounting Standards Board Statement No. 142, "Goodwill and Other Intangible
Assets" (SFAS No. 142). This statement prospectively changes the accounting for
goodwill and other intangible assets after initial recognition in the financial
statements. Upon adoption of this statement, goodwill is no longer subject to
amortization over its estimated useful life. Goodwill will be assessed for
impairment annually using the fair-value-based test. The Company will adopt this
standard on January 01, 2002.


RESEARCH AND DEVELOPMENT

     Costs associated with research and development are expensed as incurred.


INCOME TAXES

     The Company accounts for certain income and expense items differently for
financial reporting purposes than for tax purposes. Provisions for deferred
taxes are made in recognition of such temporary differences, following the
requirements of Financial Accounting Standards Board Statement No. 109
"Accounting for Income Taxes."


REVENUE RECOGNITION

     Sales are recorded, depending on contract terms, at the time products are
shipped to the customers, when services are performed or when installation is
completed at the customer's facility. Revenues from long-term contracts are
recognized using the percentage-of-completion method, based on contract cost
incurred to date compared with total estimated contract costs. Third party
subcontractor costs are included in net sales and cost of sales when the Company
is ultimately responsible for the acceptability of the project.


                                    Page F-9
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


SHIPPING AND HANDLING COSTS

     Shipping and handling costs are included in net sales.


WARRANTY COSTS

     Warranty costs are provided for in the period the related revenue is
recognized.


CASH EQUIVALENTS

     The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.


USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.


RECLASSIFICATION

     Certain prior year amounts have been reclassified to conform with current
year financial statement presentation.


3.   TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable consist of the following:

<TABLE>
<CAPTION>
                                                                        DECEMBER
                                                                           31,
                                                                ------------------------
                                                                    2001        2000
                                                                -----------  -----------
<S>                                                             <C>          <C>
                                                                  ((EURO) IN THOUSANDS)
Trade accounts receivable....................................       25,948     30,579
Allowance for doubtful accounts..............................       (1,160)    (2,374)
                                                                   -------    -------
Total trade accounts receivable - net........................       24,788     28,205
                                                                   =======    =======
</TABLE>


A summary of activity in the allowance for doubtful accounts is as follows:

<TABLE>
<CAPTION>
                                                                DECEMBER,
                                                                   31
                                                    ----------------------------------
                                                      2001          2000        1999
                                                    --------      --------    --------
<S>                                                 <C>           <C>         <C>
                                                            ((EURO) IN THOUSANDS)
Balance at beginning of year  . . . . . . . . .       2,374         1,564       1,310
Provision for uncollectible accounts  . . . . .         108           904         396
Collection of previously reserved balances  . .        (675)            -         (19)
Accounts written off . . . . . . . . . . . . . .       (647)          (94)       (123)
                                                    --------      --------    --------
Balance at end of year  . . . . . . . . . . . .       1,160         2,374       1,564
                                                    ========      ========    ========
</TABLE>


                                   Page F-10
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


4.   INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                          ----------------------
                                                            2001          2000
                                                          --------      --------
<S>                                                       <C>           <C>
                                                           ((EURO) IN THOUSANDS)
Raw materials........................................        6,726        7,998
Work-in-process......................................        7,449        7,772
Finished products....................................       10,999       15,262
Reserves.............................................       (4,726)      (6,511)
                                                           --------     -------
Total inventories - net..............................       20,448       24,521
                                                           ========     =======
</TABLE>


A summary of the activity in the inventory reserves is as follows:

<TABLE>
<CAPTION>
                                                        DECEMBER, 31
                                              ----------------------------------
                                                2001          2000        1999
                                              --------      --------    --------
<S>                                           <C>           <C>         <C>
                                                      ((EURO) IN THOUSANDS)

Balance at beginning of year.................   6,511         5,436       4,966
Provisions...................................     343         1,153         878
Inventory written off........................  (2,128)          (78)       (408)
                                              --------      --------    --------
Balance at end of year.......................   4,726         6,511       5,436
                                              ========      ========    ========
</TABLE>


5.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                           ---------------------
                                                             2001         2000
                                                           --------     --------
<S>                                                        <C>          <C>
                                                           ((EURO) IN THOUSANDS)
Land..................................................         980          980
Machinery and equipment...............................      44,356       42,944
Buildings and improvements............................      29,514       23,082
Construction in progress..............................         142        2,253
Accumulated depreciation..............................     (44,808)     (43,421)
                                                           --------     --------
Total property, plant and equipment - net.............      30,184       25,838
                                                           ========     ========
</TABLE>


6.   SHORT-TERM BORROWINGS

     As of December 31, 2001, the Company had established short-term unsecured
overdraft facilities under which the Company and its subsidiaries could borrow
up to (euro) 19.4 million. Interest rates on these facilities fluctuate based on
current lending rates, and ranged from 4.25% to 10.0% at December 31, 2001. As
of December 31, 2001 the Company had (euro) 9.1 million of its overdraft
facilities available.



                                   Page F-11
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


7.   LONG-TERM DEBT

     In 2000, the Company entered into a loan agreement with the Kreditanstalt
fur Wiederaufbau which provides for borrowings up to (euro) 10,328,000 to fund
specific research and development projects. Amounts outstanding under this
agreement were (euro) 10,328,000 and (euro) 6,136,000 at December 31, 2001 and
2000, respectively. The loan bears interest at a fixed rate of 4.25%. Quarterly
payments of principal and interest are due March 31, 2002 through September 30,
2009.

The the long-term debt as of December 31, 2001 were as follows:

                                                     ((EURO) IN
                                                      THOUSANDS)
                                                     -----------
     2002........................................        1,291
     2003........................................        1,291
     2004........................................        1,291
     2005........................................        1,291
     2006........................................        1,291
     Thereafter..................................        3,873
                                                       -------
     Total.......................................       10,328
                                                        ======


8.   CONVERTIBLE BONDS


FIRST MANAGEMENT/STAFF PARTICIPATION PROGRAM

     On July 15, 1996, the Company issued (euro) 1.5 million in convertible
bonds to members of management and key employees of the Company and its
subsidiaries at a purchase price equal to 100% of their principal amount. Each
convertible bond with a principal amount of (euro) 511 is convertible into 20
Ordinary Shares with a par value of (euro) 25.60 upon payment of a conversion
price. In 1998 the Company declared a ten for one stock split which resulted in
the increase to 600,000 ordinary non-par nominal value shares. Each holder of
convertible bonds could convert up to 40% of such bonds three years after
issuance in July 1999, up to 70% of such bonds four years after issuance in July
2000 and up to 100% of such bonds five years after issuance in July 2001.

The convertible bonds bore interest at 6% per annum and were redeemable at 100%
of their principal amount on July 14, 2001 unless previously converted. The
bonds were to be repurchased in the case of termination of employment.

The Company financed the employees' purchase of such convertible bonds with
interest-bearing loans. The loans must be repaid at the execution of conversion
rights and are classified as other long-term assets on the balance sheet.

In July 2001, all remaining bonds under this program were called in and
converted. During 2001, bondholders converted 857 bonds with an aggregate
principal value of (euro) 438,784 into 171,400 non-par value ordinary shares.
The shareholder's contribution, amounting to (euro) 637,307, is included in the
additional paid-in capital.


                                   Page F-12
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


SECOND MANAGEMENT/STAFF PARTICIPATION PROGRAM

      On July 10, 2000, the Company issued (euro) 0.6 million in convertible
bonds to members of management and key employees of the Company and its
subsidiaries at a purchase price equal to 100% of their principal amount. Each
convertible bond with a par value of (euro) 128 is convertible into 50 non-par
value Ordinary Shares upon payment of a conversion price. Each holder of
convertible bonds may convert up to 30% of such bonds two years after issuance
in July 2002, up to 60% of such bonds three years after issuance in July 2003
and up to 100% of such bonds four years after issuance in July 2004.

The convertible bonds bear interest at 6% per annum and will be redeemed at 100%
of their principal amount on December 10, 2005 unless previously converted. The
bonds must be repurchased in the case of termination of employment.

The Company financed the employees' purchase of such convertible bonds with
interest bearing loans. The loans must be repaid at the execution of conversion
rights and are classified as other long-term assets on the balance sheet.


9.   PENSION PLANS

UNITED STATES AND GERMANY

      Substantially all of the Company's employees in the United States and
Germany are covered by defined benefit plans established in their respective
countries. In the U.S., the Company sponsors a pension plan covering
substantially all of its employees and a Supplemental Executive Retirement Plan
(SERP), a non-qualified, non-funded pension plan for certain officers. In
Germany, the Company sponsors two pension plans covering most employees at its
subsidiaries.

Total pension expense for the U.S. and German plans included the following
components:

<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                         --------------------------------
                                           2001         2000       1999
                                         --------     --------   --------
<S>                                      <C>          <C>        <C>
                                                ((EURO) IN THOUSANDS)
Service cost.........................        910          948        905
Interest cost........................      2,075        1,973      1,870
Return on assets.....................         43            4        (46)
Net other............................        136          204        194
                                         --------     --------   --------
                                           3,164        3,129      2,923
                                         ========     ========   ========
</TABLE>


The U.S. plan assets are held in a pooled investment trust. The plan held 16,518
shares, with a fair market value of (euro) 1,243,000 ($1,097,000) in the trust
as of December 31, 2001. The funding policy is to make annual contributions that
are actuarially determined to provide sufficient assets to meet future benefit
payments consistent with the funding requirements of U.S. federal laws and
regulations.

Consistent with German practice, the Company's German plans are not funded.
Pension costs are recorded based on independent actuarial valuations. Pension
benefits under the German plans are generally based on a percentage of the
employees' compensation for each year of credited service.


                                   Page F-13
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


The following table sets forth the funded status and amount recognized in the
consolidated financial statements for the U.S. and German defined benefit
pension plans:

<TABLE>
<CAPTION>

                                                                           DECEMBER 31,
                                                                    -----------------------
                                                                       2001         2000
                                                                    ----------   ----------
<S>                                                                 <C>          <C>
                                                                     ((EURO) IN THOUSANDS)
CHANGE IN BENEFIT OBLIGATION
Beginning projected benefit obligation...........................     32,288        30,457
Service cost.....................................................        910           947
Interest cost....................................................      2,075         1,973
Assumption change................................................         83             -
Benefit payments.................................................     (1,327)       (1,211)
Liability (gains)/losses.........................................        373             3
Impact of the foreign currency exchange rate differences.........        107           119
                                                                    ---------     ---------
Ending projected benefit obligation..............................     34,509        32,288
                                                                    =========     =========

CHANGE IN PLAN ASSETS
Fair value at beginning of year..................................      1,061           934
Return on plan assets............................................        (43)           (4)
Company contributions............................................      1,489         1,270
Benefits paid....................................................     (1,327)       (1,211)
Impact of foreign currency exchange rate differences.............         61            72
                                                                    ---------     ---------
Fair value at end of year........................................      1,241         1,061
                                                                    =========     =========


Funded status of plan (underfunded)..............................    (33,269)      (31,227)
Unrecognized actuarial (gain)/loss...............................      2,023         1,418
Unrecognized prior service cost..................................        452           529
Unrecognized transition obligation...............................          4             4
Minimum liability adjustment.....................................        (93)         (182)
                                                                    ---------     ---------
Accrued benefit obligation.                                          (30,883)      (29,458)
                                                                    =========     =========


AMOUNTS RECOGNIZED IN BALANCE SHEET
Intangible assets - minimum pension liability....................         92           162
Accrued pension..................................................    (30,883)      (29,458)
Minimum pension liability in excess of unrecognized
   prior service cost............................................          -            19
                                                                    ---------     ---------
Net amount recognized in balance sheets..........................    (30,791)      (29,277)
                                                                    =========     =========
</TABLE>


                                   Page F-14
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


     As is required by Financial Accounting Standards Board Statement No. 87,
"Employers' Accounting For Pensions", for plans where the accumulated benefit
obligation exceeds the fair value of the plan assets, the Company has recognized
a minimum liability equal to the amount of the unfunded accumulated benefit
obligation in the accompanying consolidated balance sheets as a long-term
liability related to this new plan with an offsetting intangible asset and
decrease to equity at December 31, 2000. No corresponding adjustment to equity
is required at December 31, 2001.

Significant actuarial assumptions used are as follows:

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                         ------------------------------
                                                           2001       2000       1999
                                                         --------   --------   --------
<S>                                                      <C>        <C>        <C>
Germany
     Weighted average discount rate.....................   6.25%      6.50%      6.50%
     Rates of increase in compensation levels...........   3.00%      3.00%      3.00%

United States
     Weighted average discount rate.....................   7.75%      7.75%      7.75%
     Rates of increase in compensation levels...........   4.00%      4.00%      4.00%
     Expected long-term rate of return on assets........   8.50%      8.50%      8.50%
</TABLE>


RELIEF FUND

     New legislation in Germany promotes self-financed old-age-protection of
employees. A limited amount of salary is not taxable for income tax purposes and
not burdened with social fees. Effective January 2001, the Company has offered
to its employees a relief fund financed through transformation of a part of the
individual salary into a Trust Fund. The relief fund performs retirement
pension, survivors' benefits and disability pension.


OTHER COUNTRIES

     Employees of the Company in certain other countries are covered by defined
contribution plans. Generally, contributions are based on a percentage of
employees' salary. The costs of these plans charged to operations was
approximately (euro) 805,000, (euro) 659,000 and (euro) 598,000 for the years
ended December 31, 1999, 2000 and 2001, respectively.


10. INCOME TAX LIABILITIES AND ACCRUED OTHER LIABILITIES

     Accrued other liabilities is comprised of the following:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                         ---------------------
                                                            2001       2000
                                                         ---------   --------
<S>                                                      <C>         <C>
                                                          ((EURO) IN THOUSANDS)
Warranty...............................................     4,351      5,745
Personnel expenses.....................................     5,336      6,868
Income taxes...........................................     5,414     10,328
Other..................................................       749      2,143
                                                         ---------   --------
                                                           15,850     25,084
                                                         =========   ========
</TABLE>


                                   Page F-15
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


11.   SHAREHOLDERS' EQUITY

     As of December 31, 2001, the Company had 8,790,600 authorized issued and
outstanding non-par value shares. Each ordinary share is entitled to one vote.
The Company's ordinary shares are traded on the Neuer Markt of the Frankfurt
Stock Exchange and on the New York Stock Exchange (as American Depositary
Receipts).

Dividends may only be declared and paid from the accumulated retained earnings
(after deduction of certain reserves) shown in the Company's annual German
statutory unconsolidated accounts. Such amounts differ from the total of
additional paid-in capital and retained earnings as shown in the consolidated
financial statements as a result of the adjustments made to present the
consolidated financial statements in accordance with U.S. GAAP. As of December
31, 2001, the Company's German statutory unconsolidated accounts reflected
(euro) 19.1 million of accumulated earnings available for distribution.

The Company distributed (euro) 0.72 per share in the year ended December 31,
2001. Management has proposed a distribution of gross dividend to be paid in
2002 amounting to (euro) 0.75 per share subject to the approval to the
Supervisory Board and the shareholders.


12.   INCOME TAXES

     Income before income tax for the years ended December 31, 2001, 2000 and
1999 was taxable in the following jurisdictions:

<TABLE>
<CAPTION>
                                               DECEMBER 31,
                                       ------------------------------
                                         2001       2000       1999
                                       --------   --------   --------
<S>                                    <C>        <C>         <C>
                                            ((EURO) IN THOUSANDS)
Germany.............................    18,972     17,215      14,310
Other...............................    10,428     16,847       9,497
                                       --------   --------   --------
                                        29,400     34,062      23,807
                                       ========   ========   ========
</TABLE>


The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                          -------------------------------
                                            2001       2000        1999
                                          --------   --------    --------
<S>                                       <C>        <C>         <C>
                                               ((EURO) IN THOUSANDS)
Current
   Germany............................      5,142      9,219       6,406
   Other..............................      5,368      6,698       3,660
                                          --------   --------    --------
                                           10,510     15,917      10,066
                                          --------   --------    --------
Deferred
   Germany............................        (90)      (598)        603
   Other..............................        109       (339)       (194)
                                          --------   --------    --------
                                               19       (937)        409
                                          --------   --------    --------
Provision for income taxes............     10,529     14,980      10,475
                                          ========   ========    ========
</TABLE>


                                   Page F-16
<PAGE>



                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


The Company had net deferred tax assets as follows:

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                          --------------------
                                                            2001        2000
                                                          --------    --------
<S>                                                       <C>         <C>
                                                          ((EURO) IN THOUSANDS)
Deferred tax assets
     Pensions..........................................     2,399       2,196
     Inventory.........................................       356         504
     Intangible assets.................................     1,180         919
     Other.............................................       301         499
                                                          --------    --------
                                                            4,236       4,118

Deferred tax liabilities:
     Property, plant & equipment.......................       734         816
     Intangible assets.................................         -          70
     Other.............................................       445         146
                                                          --------    --------
                                                            1,179       1,032

Net deferred tax assets................................     3,057       3,086
                                                          ========    ========
</TABLE>


Under German corporate tax law, taxes on income are composed of corporate taxes,
trade taxes and an additional surtax. The Company's combined German corporate
statutory tax rates were 51.3%, 57.2% and 38.9% for the years ended December 31,
1999, 2000 and 2001, respectively. A reconciliation of income taxes determined
using the statutory rate to actual income taxes provided is as follows:

<TABLE>
<CAPTION>

                                                                   DECEMBER 31,
                                                          ------------------------------
                                                            2001       2000       1999
                                                          --------   --------   --------
<S>                                                       <C>        <C>        <C>
                                                                ((EURO) IN THOUSANDS)
Income tax expenses at German statutory rate.........      11,437     19,483     12,213
Lower foreign tax rates..............................         (78)    (3,148)    (1,300)
Tax credit on distributed earnings...................           -       (874)      (568)
Prior year adjustments...............................           -       (889)         -
Other................................................        (830)       408        130
                                                          --------   --------   --------
Provision for income taxes...........................      10,529     14,980     10,475
                                                          ========   ========   ========
</TABLE>


                                   Page F-17
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


13.  LEASES

     The Company has operating leases which expire at various dates through 2007
with, in some instances, renewal privileges. Certain leases provide for
escalation of the rentals.

The minimum annual rental commitments under long-term, non-cancelable operating
leases as of December 31, 2001 were as follows:

                                                       ((EURO) IN
                                                        THOUSANDS)
                                                       -----------
     2002 ..........................................       1,583
     2003 ..........................................       1,287
     2004 ..........................................       1,076
     2005 ..........................................         455
     2006 ..........................................         410
     Thereafter ....................................         576
                                                         -------
     Total .........................................       5,387
                                                         =======

Total rent expense for operating leases was approximately (euro) 1.2 million,
(euro) 1.2 million and (euro) 1.3 million for the years ended December 31, 1999,
2000, and 2001, respectively.


14.  CONTINGENT LIABILITIES

     Management is not aware of any matters that could give rise to any
liability to the Company that would have a material adverse effect on the
Company's financial condition or results of operations.


15.  SEGMENT INFORMATION

     The Company evaluates performance and allocates resources based on
operating profit before taxes of its subsidiaries. The accounting policies of
the reportable segments are the same as those described in the Summary of
Significant Accounting Policies in Note 2.

The Company operates in one line of business, which is the design, manufacture,
sale and service of high vacuum pumps and complimentary vacuum components,
instruments and systems. The Company's reportable segments are divided by
country since each country's operations are managed and evaluated separately.


                                   Page F-18
<PAGE>



                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


Information concerning the Company's geographic locations is summarized as
follows:

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                     -------------------------------
                                                       2001         2000        1999
                                                     --------     --------    --------
<S>                                                  <C>          <C>         <C>
                                                            ((EURO) IN THOUSANDS)
NET SALES
Germany
     Unaffiliated..................................    72,298      70,413      68,997
     Intercompany..................................    49,116      59,731      42,327
                                                     --------     --------    --------
                                                      121,414     130,144     111,324
United States......................................    44,553      63,018      43,278
Rest of World......................................    54,871      52,329      41,597
                                                     --------     --------    --------
                                                      220,838     245,491     196,199
Eliminations.......................................   (50,698)    (60,813)    (42,731)
                                                     --------     --------    --------
Total..............................................   170,140     184,678     153,468
                                                     ========     ========    ========

OPERATING PROFIT
Germany............................................    19,213      20,559      13,983
United States......................................     6,599      12,127       6,852
Rest of World......................................     2,363       2,803       2,085
                                                     --------     --------    --------
Total..............................................    28,175      35,489      22,920
Interest income - net..............................     1,835       1,207       1,397
Foreign exchange loss..............................     (610)     (2,634)       (510)
                                                     --------     --------    --------
Income before income tax...........................    29,400      34,062      23,807
                                                     ========     ========    ========


TOTAL ASSETS
Germany............................................   110,600      90,738
United States......................................    14,903      25,148
Rest of World......................................    25,101      25,615
                                                     --------     --------
Total..............................................   150,604     141,501
                                                     ========     ========
</TABLE>


The Company's property, plant and equipment by geographic location and capital
expenditures by geographic area are as follows:

Property, plant and equipment:
                                                       DECEMBER 31,
                                                   -----------------------
                                                      2001        2000
                                                     ((EURO) IN THOUSANDS)

Germany............................................    27,271     23,184
United States......................................       729        972
Rest of World......................................     2,184      1,682
                                                     --------     --------
Total..............................................    30,184     25,838
                                                     ========     ========


                                   Page F-19
<PAGE>



                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


Capital expenditures:

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                               -------------------------------
                                                 2001       2000        1999
                                               --------   --------    --------
<S>                                            <C>        <C>         <C>
                                                      ((EURO) IN THOUSANDS)
Capital expenditures:
Germany......................................    7,466     12,098       3,328
United States................................       71        565         451
Rest of World................................    1,554      1,028         617
                                               --------   --------    --------
Total........................................    9,091     13,691       4,396
                                               ========   ========    ========
</TABLE>


Intercompany sales between Germany and other geographic areas are at list prices
less a discount.

Export sales from Germany to unaffiliated customers amounted to (euro) 18.8
million, (euro) 26.7 million and (euro) 24.3 million for the years ended
December 31, 1999, 2000 and 2001, respectively. Export sales from other
geographic areas are insignificant.


16.   FINANCIAL INSTRUMENTS


FAIR VALUE

     The carrying value of financial instruments such as cash, accounts
receivable and accounts payable approximate their fair value based on the
short-term maturities of these instruments or reference to similar instruments.
Fair market values of investments are determined based on quoted market prices.

The fair value of the Company's long-term debt as of December 31, 2001 is
estimated to be approximately (euro) 9,788,000. This estimate is based on market
interest rates available to the Company for similar borrowings.


CONCENTRATION OF CREDIT RISK

     Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash, accounts receivable and
foreign exchange contracts. The Company's cash and cash equivalents are
principally denominated in Euro and are maintained principally with three
financial institutions in Germany. The Company provides credit in its normal
course of business to a wide variety of customers. The Company did not have
sales exceeding 10% to any individual customer in the years ended December 31,
1999, 2000 and 2001. The Company performs ongoing credit evaluations of its
customers and maintains allowances for potential credit risks.


FOREIGN CURRENCY EXCHANGE CONTRACTS

     The Company enters into foreign currency forward contracts to hedge the
exposure of its forecasted sales to fluctuations in foreign currency exchange
rates. Approximately 39% of the Company's net sales are denominated in
currencies other than the Euro. These forward contracts are limited to
currencies in which the Company has significant sales that are denominated in
foreign currencies (primarily U.S. dollar and British pound) and are designed to
protect specifically against the impact of changes in exchange rates on these
sales.


                                   Page F-20
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company has assessed these contracts to be highly effective hedges of the
impact of foreign exchange rate changes on its sales. The Company does not
engage in speculative hedging for investment purposes. The maturities for all
forward contracts are aligned with the date the sales are anticipated to occur.
As of December 31, 2001, no contracts held by the Company had a maturity date
greater than one year from the contract dates.

All of the Company's contracts are market-to-market at period end using quoted
forward rates. During the year 2001, the Company recognized a gain of (euro)
191,000 in other comprehensive income. As of December 31, 2001, the notional
amount of the forward contracts was (euro) 13,309,000. Realized gains and losses
upon settlement of foreign currency forward contracts are recorded in the income
statement as foreign exchange gain/(loss).

The Company performs ongoing credit evaluations of the parties to these
contracts and enters into contracts only with well established financial
institutions.


17.   EARNINGS PER SHARE

     The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>

                                                      2001             2000            1999
                                                    ORDINARY         ORDINARY        ORDINARY
                                                     SHARES           SHARES          SHARES
                                                  ------------     -----------      -----------
<S>                                               <C>              <C>              <C>
NUMERATOR:
Net income ((euro)in thousands)................       18,871           19,082           13,332
                                                  ===========      ===========      ===========
DENOMINATOR:
Denominator for basic earnings per
  share--weighted-average shares...............    8,719,507        8,526,312        8,652,141

EFFECT OF DILUTIVE SECURITIES:
Convertible bonds (Note 8).....................            -          104,293          305,258
                                                  -----------      -----------      -----------
Denominator for diluted earnings per
  share--adjusted weighted average shares and
  and assumed conversions......................    8,719,507        8,630,605        8,957,399
                                                  ===========      ===========      ===========
Basic earnings per share ((euro))..............         2.16             2.24             1.54
                                                  ===========      ===========      ===========
Diluted earnings per share ((euro))............         2.16             2.21             1.49
                                                  ===========      ===========      ===========
</TABLE>


18.  BUSINESS ACQUISITION

     In June 2000, the Company acquired 75% of the outstanding shares of the
Memex Optical Media Solutions AG, Zuzwil/Switzerland, for Swiss Francs 2.5
million ((euro) 1.6 million). Memex is a supplier of Digital Versatile Disc
(DVD) production equipment.

The acquisition has been accounted for using the purchase method of accounting
and as such, the results of operations of Memex Optical Media Solutions AG have
been consolidated beginning June 1, 2000. Goodwill of (euro) 1.2 million was
recorded in connection with the acquisition and is being amortized over ten
years.


                                   Page F-21
<PAGE>


                          PFEIFFER VACUUM TECHNOLOGY AG
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


The pro forma impact of the acquisition assuming it had occurred on January 1,
1999, would not have had a material impact on the Company's revenues, net
income, or earnings per share.

In December 2001, the Company acquired 100% of the share capital of Janine
Verwaltungs-GmbH in Stuttgart/Germany. The company had no operating activities
for the year ended December 31, 2001. The pro forma impact of acquisition
assuming it had occurred on January 1, 2000, would not have had a material
impact on the Company's revenues, net income, or earnings per share.


                                   Page F-22
<PAGE>


                                  EXHIBIT INDEX

1.1  Articles of Association (SATZUNG) of the Company, as amended to the date
     hereof (English translation included).


1.2  Internal Rules of Procedure (GESCHAFTSORDNUNG) of the Company (English
     translation included), incorporated herein by reference to Exhibit 1.2 to
     the Annual Report of the Company pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the fiscal year ended December 31, 2000
     on Form 20-F, filed with the U.S. Securities and Exchange Commission on
     March 26, 2001.


2.1  Amended and Restated Deposit Agreement, dated as of July 15, 1998, among
     the Company, the Bank of New York, as Depositary, and each Holder and
     Beneficial Owner from time to time of American Depositary Receipts issued
     thereunder, including therein a form of American Depositary Receipt
     representing the American Depositary Shares registered, incorporated herein
     by reference to Exhibit (a) to Post-Effective Amendment No. 2 to the Form
     F-6 Registration Statement of the Company and The Bank of New York as
     Depositary, filed with the U.S. Securities and Exchange Commission on July
     10, 1998.


2.2  Form of Certificate of Ordinary Shares, without nominal value (English
     translation included) incorporated herein by reference to Exhibit 2.2 to
     the Annual Report of the Company pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the fiscal year ended December 31, 2000
     on Form 20-F, filed with the U.S. Securities and Exchange Commission on
     March 26, 2001.


2.3  Terms of Issuance of Convertible Bonds issued in 1996 (English version),
     incorporated herein by reference to Exhibit 2.3 to the Annual Report of the
     Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of
     1934 for the fiscal year ended December 31, 2000 on Form 20-F, filed with
     the U.S. Securities and Exchange Commission on March 26, 2001.


2.4  Terms of Issuance of Convertible Bonds issued in 2000 (English version),
     incorporated herein by reference to Exhibit 2.4 to the Annual Report of the
     Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of
     1934 for the fiscal year ended December 31, 2000 on Form 20-F, filed with
     the U.S. Securities and Exchange Commission on March 26, 2001.


8.2  Significant subsidiaries: Please see part C (Organizational Structure) in
     Item 4 (Information on the Company).



                                   Page F-23
<PAGE>



                                                                EXHIBIT 1.1






                             ARTICLES OF ASSOCIATION



                                       OF



                          PFEIFFER VACUUM TECHNOLOGY AG

                        WITH ITS STATUTORY SEAT IN ASSLAR





                                     HR B 44


                        IN THE VERSION OF 15 AUGUST 2001









                                      I hereby certify that this document is a
                                      fair and accurate English translation of
                                      the Articles of Association (SATZUNG) of
                                      Pfeiffer Vacuum Technology AG, as amended
                                      to the date hereof.


                                      By:  /S/ WOLFGANG DONDORF
                                           ------------------------------------
                                      Name: Wolfgang Dondorf
                                      Title: Chairman of the Management Board



<PAGE>



                                COMPLETE WORDING
                         OF THE ARTICLES OF ASSOCIATION

                                       of

                          PFEIFFER VACUUM TECHNOLOGY AG

                       WITH ITS STATUTORY SEAT IN ASSLAR,

                                   registered

            in the commercial register of the local court of Wetzlar
                            under the number HRB 44.






                                       I.
                                  GENERAL TERMS





                                    SECTION 1

                              NAME, STATUTORY SEAT

(1)  The name of the Corporation shall be

                         Pfeiffer Vacuum Technology AG.

(2)  The Corporation shall have its statutory seat in Asslar.



                                     Page 1
<PAGE>


                                    SECTION 2

                           OBJECTIVE OF THE ENTERPRISE

(1)  The objective of the enterprise shall be the development, planning, design,
     manufacture, application, sale and distribution of technical apparatuses
     and equipment, especially those with the "Pfeiffer Vacuum Technology" under
     the trademark "Pfeiffer," and the participation in domestic and foreign
     enterprises.

(2)  The Corporation may operate in related areas and carry on all business
     which is related to the objective of the enterprise.

(3)  The Corporation may establish domestic and foreign branch offices.




                                    SECTION 3

                    DURATION OF THE CORPORATION, FISCAL YEAR

(1)  The Corporation is established to exist indefinitely.

(2)  The fiscal year is the calendar year.




                                    SECTION 4

                             OFFICIAL NOTIFICATIONS

Official corporate notifications shall be published in the BUNDESANZEIGER
(Federal Gazette).



                                     Page 2
<PAGE>



                                       II.
                            SHARE CAPITAL AND SHARES





                                    SECTION 5

                   AMOUNT AND CLASSIFICATION OF SHARE CAPITAL

(1)  The share capital of the Corporation shall amount to

                               Euro 22,503,936.00
                                 (in words: Euro
  twenty-two million five-hundred-three thousand nine hundred and thirty-six).

     Share capital shall be divided into 8,790,600 non par value shares.

(2)  The form and content of share documents as well as dividend and renewal
     coupons shall be determined by the Management Board with the consent of the
     Supervisory Board.

(3)  The Corporation may combine several individual shares into one or more
     share certificates, which document or documents then represent several
     shares ("global-share certificates"). Shareholders shall not be entitled to
     the issuance of individual share certificates subject to the requirements
     of any stock exchange on which shares may be listed.

(4)  Upon an increase in capital, profit participation of the new shares may be
     regulated in a way other than under section 60 AKTIENGESETZ (Stock
     Corporation Law).

(5)  The Management Board is authorized to increase, subject to the consent of
     the Supervisory Board, the Corporation's share capital on or prior to June
     5, 2005 by issuing non par value shares against cash contributions, in one
     or several


                                     Page 3
<PAGE>


     tranches, for an amount up to Euro 8,640,000.- (Authorized Capital I). The
     shareholders shall be granted a pre-emptive right. The Management Board is
     authorized to exclude, subject to the consent of the Supervisory Board,
     fractional shares from the pre-emptive right.

(6)  The Management Board is authorized to increase, subject to the consent of
     the Supervisory Board, the Corporation's share capital on or prior to June
     5, 2005 by issuing new non par value shares against cash contributions, in
     one or several tranches, for an amount up to Euro 2,160,000.-. With the
     consent of the Supervisory Board, the Management Board may exclude the
     pre-emptive rights of the shareholders,

     -    in order to be able to issue the new shares in an overall nominal
          amount of up to Euro 1,660,000.- at an issue price that is not
          substantially below the stock exchange price,

     -    in order to be able to issue the new shares in a nominal amount of up
          to Euro 500,000.- to employees.

     If the Management Board does not make use of its authorization to exclude
     the pre-emptive rights, the pre-emptive rights of the shareholders may be
     excluded, with the consent of the Supervisory Board, for fractional shares
     only.

(7)  Deleted

(8)  The share capital is conditionally increased by up to Euro 1,152,000.-
     through the issuance of up to 450,000 non par value bearer shares (common
     shares). The conditional capital increase serves to grant to the holders of
     convertible bonds that were issued pursuant to the authorization by the
     General Meeting of June 6, 2000 the right to convert. The conditional
     capital increase shall be implemented only insofar as the holders of the
     convertible bonds issued make use of their right to convert. The new shares
     shall participate in the profits for the entire fiscal year in which the
     right to convert is exercised.


                                     Page 4
<PAGE>


                                      III.
                                MANAGEMENT BOARD



                                    SECTION 6

           TERM, COMPOSITION, RESOLUTIONS, INTERNAL RULES OF PROCEDURE

(1)  Members of the Management Board shall be appointed by the Supervisory Board
     for no longer than five years. Re-appointment or extension of the term for
     no more than five years at a time shall be permitted.

(2)  The Management Board consists of one or more persons. The number of the
     members of the Management Board shall be set by the Supervisory Board
     according to law. The Supervisory Board shall appoint a chairman and may
     appoint a deputy chairman of the Management Board. The deputy chairman has
     the rights of the chairman in the event the latter is prevented from
     carrying out his duties. The Supervisory Board may appoint Vice-members of
     the Management Board.

(3)  The Supervisory Board may enact, change or repeal Internal Rules of
     Procedure including a schedule of responsibilities for the Management
     Board.

(4)  The resolutions of the Management Board shall pass by a simple majority
     vote. The vote of the chairman of the Management Board shall serve to break
     a tie. As long as no member of the Management Board objects, resolutions
     can be taken by alternate means (by writing, telegraph, telex, telefax or
     telephone).


                                     Page 5
<PAGE>


                                    SECTION 7

                             AUTHORITY TO REPRESENT

(1)  If only one member is commissioned to the Management Board, then he alone
     represents the Corporation. If the Management Board consists of more than
     one person, then the Corporation is legally represented by two members of
     the Management Board or through one member of the Management Board together
     with a PROKURIST (General Manager).

(2)  The Supervisory Board may determine that any one or all of the members of
     the Management Board are alone authorized to represent the Corporation



                                    SECTION 8

               CONDUCT OF BUSINESS, TRANSACTIONS REQUIRING CONSENT

(1)  The members of the Management Board shall manage the affairs of the
     Corporation in accordance with law, the Articles of Association and
     Internal Rules of Procedure of the Management Board including the schedule
     of responsibilities.

(2)  The Supervisory Board may designate, in the Internal Rules of Procedure for
     the Management Board or by resolution, transactions which require its
     consent.


                                     Page 6
<PAGE>


                                       IV.
                              THE SUPERVISORY BOARD



                                    SECTION 9

                      COMPOSITION OF THE SUPERVISORY BOARD

(1)  The Supervisory Board of the Corporation consists of six members.

(2)  Unless otherwise determined by the General Meeting, the election of members
     of the Supervisory Board is effective for the time through the termination
     of the General Meeting which resolves on the discharge of these members for
     the fourth fiscal year following the year of election, whereby the year in
     which the election takes place is not counted.

(3)  Substitute members of the Supervisory Board may be elected to replace
     members of the Supervisory Board who untimely retire from it. These
     substitute members are to take the place of members who untimely retire for
     the remainder of their term in an order set by the election.

(4)  In the first meeting after its election the Supervisory Board will elect
     from its membership a chairman and a deputy chairman. The election is
     effective for the term of office of the person elected.

(5)  Any member of the Supervisory Board may renounce his office at any time
     with four weeks' written notice to the Management Board along with notice
     to the chairman of the Supervisory Board.

(6)  If a Supervisory Board member is newly elected to take the place of an
     untimely retiring member, the new board member shall hold office for the
     remainder of the term of office of the untimely retiring member. If a
     substitute


                                     Page 7
<PAGE>


     member has taken the place of an untimely retiring member, the office of
     the substitute member expires upon the termination of the next General
     Meeting in which a new Supervisory Board member is elected in accordance
     with sentence one.

(7)  If the BETRIEBSVERFASSUNGSGESETZ (Works Council Constitution Act) or the
     MITBESTIMMUNGSGESETZ (Co-Determination Law) requires representation of
     employees on the Supervisory Board, then these will be elected in
     accordance with applicable provisions of law.



                                   SECTION 10

              CONVOCATION, RESOLUTIONS, INTERNAL RULES OF PROCEDURE

(1)  The Supervisory Board shall pass Internal Rules of Procedure.

(2)  The meetings of the Supervisory Board shall be called by the chairman of
     the Supervisory Board under observation of a written notice period of 14
     days. For computation of such period both the day of posting of the
     invitation and the day of the meeting are not counted. The particular items
     for the agenda of the meeting shall be given in said written notice. In
     emergency situations the notice period may be shortened or the notice may
     be made by telegraph, per telex, telefax or telephone.

(3)  Resolutions of the Supervisory Board shall be made in duly convened
     meetings. Upon direction of the chairman of the Supervisory Board,
     resolutions may also be made by writing, telegraph, telex or telefax, as
     long as no member immediately objects to this procedure.

(4)  The Supervisory Board is capable of taking resolutions when at least half
     of its members participate in the resolution-making. Absent members of the


                                     Page 8
<PAGE>


     Supervisory Board can participate by giving their written vote through
     Supervisory Board members who are present at the meeting.

(5)  Resolutions pass by a simple majority of the voting members unless
     otherwise required by law.

(6)  As a rule, meetings of the Supervisory Board shall take place quarterly.
     The Supervisory Board may furthermore be convened at any time a business
     purpose justifies.

(7)  The members or the Management Board shall attend and advise at meetings of
     the Supervisory Board unless the personal affairs of a member of the
     Management Board justify an exception.

     The chairman of the Supervisory Board or the Supervisory Board itself may
     exclude this participation in particular instances.



                                   SECTION 11

              COMPENSATION OF THE MEMBERS OF THE SUPERVISORY BOARD

The members of the Supervisory Board shall receive compensation plus
reimbursement of their expenses plus value-added tax, if any. The amount of the
compensation will be determined by the General Meeting.


                                     Page 9
<PAGE>


                                       V.
                                 GENERAL MEETING



                                   SECTION 12

                  MEETING PLACE, CONVOCATION, AND PARTICIPATION

(1)  The General Meeting shall take place at the statutory seat of the
     Corporation, in Wetzlar or Gieben, or at the statutory seat of a
     German stock exchange, to which the shares are admitted for trade.

(2)  The General Meeting shall be convened by the Management Board, or, where
     required by law, by the Supervisory Board.

(3)  Convocation must be announced along with the agenda for the General Meeting
     at least one month before the deadline for deposit designated in
     subparagraph (5) of this paragraph; the day of the announcement and the day
     of the deadline for deposit are not calculated herein.

(4)  Only those shareholders who have deposited, and leave until the end of the
     General Meeting, their shares no later than on the seventh day before the
     day of the General Meeting with an institution designated in the
     convocation shall be authorized to participate in the General Meeting, to
     exercise their voting rights, and to make petitions. In the case that the
     last day when shares can be deposited is a Sunday, Saturday or other legal
     holiday at the place where the shares are deposited, then the deposit must
     be made on the last preceding working day.

(5)  Said deposit shall be considered to have been effected if the shares, with
     consent of the depository institution and on behalf of this institution,
     are kept in a safety deposit of a credit institution until the end of the
     General Meeting.


                                    Page 10
<PAGE>


                                   SECTION 13

                                  VOTING RIGHTS

Every non par value share has one vote at the General Meeting.



                                   SECTION 14

                    CHAIRMAN AND THE REACHING OF RESOLUTIONS

(1)  The chairman of the Supervisory Board or another person to be determined by
     the Supervisory Board shall conduct the General Meeting.

(2)  Resolutions of the General Meeting shall pass with a simple majority of the
     votes cast unless a greater majority or further requirements are provided
     by law. If the Stock Corporation Law requires a majority of the share
     capital represented at the meeting in order to pass a resolution, a simple
     majority shall suffice if legally permitted.

(3)  If in a first-round election a simple majority vote is not reached there
     shall be a vote for those two persons who obtained the two greatest numbers
     of votes. In the second round the person with the greater number of the
     votes shall win the election and in a case of a tie, a tie-breaking drawing
     shall be conducted by the chairman of the General Meeting.



                                   SECTION 15

                            ORDINARY GENERAL MEETING

The Ordinary General Meeting shall take place during the first eight months of
every fiscal year. The Ordinary General Meeting has especially to decide on the
use of the year's balance-sheet profit, the discharge of the members of the
Management Board and the Supervisory Board, the selection of an auditor, the
election of members of the Supervisory Board and where provided by law, the
determination of the annual statements.



                                       VI.
                            MISCELLANEOUS PROVISIONS



                                   SECTION 16

                                    RESERVES

(1)  If the Management and Supervisory Boards determine the annual financial
     statements, they may appropriate up to 50% of the Corporation's annual
     surplus to voluntary reserves. Furthermore, they may appropriate up to
     another 50% of the Corporation's annual surplus to voluntary reserves,
     unless the voluntary reserves exceed or would exceed after appropriation
     50% of the Corporation's share capital.

(2)  Appropriations to the statutory reserve and losses carried forward from
     prior years are to be deducted beforehand in the calculation of any portion
     of the annual surplus to be appropriated to voluntary reserves as provided
     for in paragraph (1).


                                    Page 11
<PAGE>


                                   SECTION 17

                    AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Supervisory Board is authorized to adopt amendments to Articles of
Association that affect only their wording, including adjustments following a
change of registered capital.



                                   SECTION 18

                             TRANSFORMATION EXPENSES

The Corporation has been transformed by a Resolution of Transformation dated
February 21, 1996, in accordance with sections 190 ff., 238 ff.
UMWANDLUNGSGESETZ (Corporate Transformation Law) from a GESELLSCHAFT MIT
BESCHRANKTER HAFTUNG (limited liability company) into an AKTIENGESELLSCHAFT
(stock corporation).

     The expense of this change of business form in an amount of approximately
     DM 100,000.--is to be carried by the Corporation.

                                    - - - - -


                                    Page 12