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V D L G r o e p

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VDL Groep bv

Hoevenweg 1

5652 AW Eindhoven, the Netherlands

Phone +31 (0)40 - 292 50 00

Fax +31 (0)40 - 292 50 01

info@vdlgroep.com

www.vdlgroep.com

3 Financial highlights

4 Profile

5 Group structure

7 Report of the Board of Directors

39 Report of Supervisory Board

40 Auditor’s report

41 Subsidiaries

53 Financial report 2012

C o n t e n t s

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F i n A n C i A L

h i G h L i G h t s

( x 1,000 euro )

2012 2011 2010 2009 2008

Combined turnover 1,756,354 1,718,724 1,472,373 1,162,233 1,562,111

Consolidated turnover 1,628,857 1,574,805 1,353,726 1,057,662 1,441,031

Gross profit 87,407 96,275 102,779 32,544 100,470

Profit before tax 75,679 83,377 97,447 25,432 77,262

Profit before tax / turnover 4.3% 4.9% 6.6% 2.2% 4.9%

Net profit 56,755 66,014 76,762 18,047 54,379

Net profit / turnover 3.2% 3.8% 5.2% 1.6% 3.5%

Depreciation of (in)tangible fixed assets 32,490 30,465 28,844 28,405 27,271

Cash flow 89,245 96,479 105,606 46,452 81,650

(Dis-)investments including acquisitions 213,072 52,100 29,445 20,292 57,517

Guarantee capital 788,480 577,638 537,679 466,972 467,870

Total assets 1,403,669 1,062,228 1,017,657 928,798 944,134

Guarantee capital / total assets 56.2% 54.4% 52.8% 50.3% 49.6%

Net profit / equity 7.2% 11.5% 14.3% 3.9% 11.7%

Employees as at 31 December 8,757 7,135 7,126 6,113 7,106

4

VDL Groep is an international industrial company devoted to the development, production and sales of

semi-finished products, cars, buses & coaches and other finished products. From its head office in

Eindhoven (the Netherlands) VDL supervises its subsidiaries, which have a high level of autonomy and

responsibility for results.

The establishment in 1953 of ‘Metaalindustrie and Constructiewerkplaats P. van der Leegte’ laid the basis

for what today is VDL Groep. Partly through targeted acquisition - initially in subcontracting and since the

nineteen nineties in buses and in the finished products division - the group now encompasses 82 subsidiaries,

spread over 18 countries, and a workforce of 8,757.

In subcontracting, VDL is a leader in the fields of metalworking, mechatronic systems and system supply,

plastics processing and surface treatment. The car assembly division includes the production of passenger

cars for third parties. The bus & coach division consists of chassis, chassis modules, coaches, public transport

buses, mini & midi buses, special buses and second-hand buses. The finished products division is extensive:

suspension systems for the automotive industry, heating, cooling and airtechnical systems, production

automation systems, systems for the oil, gas and petrochemical industry, systems for the agricultural sector,

sunbeds and roof boxes, container handling equipment, cigar-making and packaging machines, components

for bulk handling and dust extraction installations and systems for explosion and fire protection.

VDL Groep strives to achieve growth both through acquisitions and autonomous means. This entails a focus

on making continuous improvements to its products and production processes. Such a vision imposes a

number of preconditions: modern machinery, locations based on good logistics, a critical quality policy

and, naturally, a high level of expertise amongst its workforce. Investments made by VDL Groep enable the

group to meet customer requirements.

VDL Groep has a flat organisational structure with short policy lines. The company culture is characterised

by the shared VDL philosophy of ‘human added value’. This forms the basis for close cooperation between

companies within the group.

p r o F i L e

V D L G r o e p

G r o u p s t r u C t u r e

Subcontracting

VD Leegte Metaal

VDL Gereedschapmakerij

VDL TIM Hapert

VDS Technische Industrie

VDL Laktechniek

VDL Belgium

VDL Technics

VDL Kunststoffen

Helmondse Metaal Industrie

NSA Metaalindustrie

NSA Apparatenbouw

VDL MPC

VDL Parree

VDL Staalservice

VDL Lasindustrie

RPI Componenten

VDL Rotech

VDL Systems

VDL Postma

VDL Industrial Modules

VDL Konings

VDL Wientjes Roden

VDL Wientjes Emmen

VDL Services

VDL ETG Eindhoven

VDL ETG Research

VDL ETG Projects

VDL ETG Almelo

VDL ETG Singapore

VDL ETG Suzhou

VDL Network Supplies

VDL Fibertech Industries

Car assembly

VDL Nedcar

Buses & coaches

VDL Bus & Coach

VDL Bus Chassis (81%)

VDL Bus Modules

VDL Bus Heerenveen

VDL Bus Venlo

VDL Bus Roeselare

APTS (70%)

VDL Bus Valkenswaard

VDL Bus & Coach Nederland

VDL Bus & Coach France

VDL Bus & Coach Italia

VDL Bus & Coach Belgium

VDL Bus & Coach Polska

VDL Bus & Coach Deutschland

VDL Bus & Coach Suisse

VDL Bus & Coach Czech Republic

VDL Bus & Coach Norge

VDL Bus & Coach South Africa (70%)

VDL Bus & Coach Serbia

VDL Bus & Coach Danmark

VDL Bus Center Nederland

VDL Bus Center Deutschland

VDL Bus Center France

VDL Busland

VDL Parts

VDL Groep

VDL Nederland VDL Holding Belgium

5

Finished products

VDL Agrotech

VDL Industrial Products

VDL Steelweld

VDL Steelweld UK

VDL Steelweld Deutschland

Hapro International

Hapro Deutschland

VDL Klima

Klima Warmtetechniek

VDL Klima Belgium

VDL Klima France

VDL KTI

VDL Delmas

VDL Containersystemen

VDL Containersysteme

VDL Weweler

Weweler-Colaert

VDL Weweler Parts

Truck & Trailer Industry

PMB-UVA International

VDL USA

VDL Middle East

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7

2012 was a special year for VDL Groep, as it will be remembered as the year we won the King Willem I Prize

- the business owners price of the Netherlands - and acquired the car manufacturer plant NedCar in Born.

Financially, 2012 was a pretty good year. In early 2012 we still hoped we would match our 2011 figures,

but the downturn in the second half - and particularly in the fourth quarter - meant the figures, and

particularly the result, were slightly lower than expected. Nevertheless, we can be satisfied, certainly

considering the economic situation.

The combined turnover rose by 2% from 1.719 billion euro in 2011 to a record level of 1.756 billion euro

in 2012. This includes the 70 million euro in turnover from VDL Nedcar. Excluding this turnover, the total

turnover of VDL Groep would have been 2% lower than in 2011.

Consolidated turnover for 2012 amounted to 1.629 billion euro, a rise of 3% compared to the 1.575

billion euro in 2011. Net result fell from 66 million euro in 2011 to 57 million euro in 2012. The number

of employees rose from 7,135 at year end 2011 to 8,757 at year end 2012, largely due to the acquisition

of VDL Nedcar.

Despite the economic crisis in Europe, VDL Groep continued its usual high level of investment and innovation

in 2012. Looking back, we must conclude that this, together with our strategy of diversity in products and

markets and the flexibility of our employees, were our greatest strengths in 2012.

For us, as an industrial company in the Netherlands, a sound industrial policy with a level playing field

across Europe is absolutely essential. These conditions are necessary if we are to continue manufacturing

here. Lending, credit insurance, labour flexibility - with a structural part-time unemployment scheme - and

technical education are of key importance.

Our pursuit of a level playing field should also extend beyond the borders of Europe to the world at large.

Many countries around the globe impose import duties, while Europe continues to believe in a free trade

zone. We must treat our trading partners in the world the same way they treat us. Only then can

employment opportunity in the European Union be maintained and can we form a strong block to maintain

our position in the world economy.

r e p o r t

o F t h e B o A r D

o F D i r e C t o r s

8

turnover

Combined turnover for 2012 amounted to 1.756 billion euro. Compared to the 1.719 billion euro in 2011,

this represents an increase of 2%. Internal deliveries decreased.

2012 2011

million euro million euro

Combined turnover 1,756 1,719

Internal deliveries - 127 - 144

Consolidated turnover 1,629 1,575

International turnover rose and domestic turnover fell. This is partly due to a number of large orders for

the automotive market in Germany and United Kingdom.

2012 2011

million euro % million euro %

International 1,098 67 1,031 65

Domestic 531 33 544 35

1,629 1,575

In 2012 we supplied products to 114 countries outside the Netherlands. International turnover, divided

among the various continents, is as follows: Europe 852 million euro (41 countries), Asia 142 million euro

(29 countries), North America 52 million euro (2 countries), South and Central America 39 million euro

(21 countries), Africa 11 million euro (19 countries) and Oceania 2 million euro (2 countries). If turnover is

broken down country by country, we see that our largest markets are, in addition to the Netherlands, our

neighbouring countries Germany, United Kingdom and Belgium.

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Divisions

If the combined turnover of VDL Groep is broken down according to the divisions subcontracting, buses &

coaches and finished products, we see that the decline in subcontracting was compensated by a rise in the

contribution from the other divisions. With the acquisition of NedCar at the end of 2012, a new division

was added: car assembly.

2012 2011

million euro % million euro %

Subcontracting 788 45 918 53

Car assembly 70 4 - -

Buses & Coaches 431 24 405 24

Finished products 467 27 396 23

1,756 1,719

subcontracting

Turnover in the subcontracting division fell from 918 million euro in 2011 to 788 million euro in 2012. This

14% decline in turnover was mainly due to the downturn in the semiconductor and solar energy markets. The

result from the subcontracting division in 2012 was positive, but less so than in 2011. The order book shrunk

from 235 million euro to 193 million euro as at year end.

The turnover in the subcontracting division fell 17% in the first quarter of 2013, from the first quarter 2012

figure of 210 million euro to 175 million euro. The order book in week 13 was at 211 million euro, which is

also significantly lower than for the same week last year (240 million euro). If we look at the development of

the turnover and order book over the past half year, however, we see they have been fairly stable. The

semiconductor market, which has been on the decline since the second half of 2012, now seems to be growing

again. VDL expects the turnover of the subcontracting division to stabilize in 2013.

TURNOVER PER COUNTRY(in million euro)

Netherlands 531

Germany 262

United Kingdom 138

Belgium 107

Singapore 81

France 65

USA 51

Sweden 44

Denmark 35

Norway 32

Finland 31

Jamaica 30

Switzerland 23

Poland 21

Italy 15

Czech Republic 14

Israel 12

Others 137

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2012 2011

million euro % million euro %

Mechatronic systems 421 53 550 60

Metalworking 296 38 303 33

Plastics processing 63 8 56 6

Surface treatment 8 1 9 1

788 918

Mechatronic systems and system supply

As expected, turnover in the mechatronic systems and system supply sector dropped, from 550 million

euro in 2011 to 421 million euro in 2012.

The market for semiconductor production equipment was stable at the level of the second half of 2011 for

the first nine months, followed by a dip in the fourth quarter. This was partly a result of inventory correction

by our customers. Fortunately this correction only lasted two quarters and the demand from this market

currently seems to be recovering to a normal, healthy level.

The recovery for capital goods in the LED market took two quarters longer than we expected, yet recovery

has now begun in this area as well. The solar industry, however, is still in the doldrums, despite the very

strong growth of the global market for solar installations. Supply and demand of production equipment

for solar cells are still not in balance, and we do not expect this to happen until beyond 2013. Our efforts

in the market for medical diagnostic systems have yielded the intended success and led to compensation

for loss in other markets.

Given the improving order book, we expect the turnover for the mechatronic systems and system supply

sector in 2013 to be reasonably in line with that of 2012.

SUBCONTRACTING

Mechatronic systems 53%

Metalworking 38%

Plastics processing 8%

Surface treatment 1%

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Metalworking

Turnover in the metalworking sector remained virtually unchanged: 296 million euro in 2012 compared to

303 million euro in 2011. Once again, diversification of our markets has proven to be one of our strengths.

A slight decline was evident in some markets, such as the truck industry. In other markets, including the

food industry, waste processing industry and energy market, there was clear growth.

Over the past year we once again invested in advanced machinery and further automated and robotized

production processes to maintain our international competitive position. The VDL companies in the

metalworking sector serve increasingly as system supplier, with involvement in the entire process from

design and production to delivery and maintenance. Collaboration with other group companies is one of

the ways VDL demonstrates its added value. Prices are under tremendous pressure due to the economic

crisis. Therefore new markets are being explored and new products developed that fit with the current

product range.

Despite rising raw material prices and a decline in some markets, the prospects for 2013 can be described

as reasonable. The order book in the metalworking sector is currently stable, and we expect to be able to

match the 2012 figures.

Plastics processing

Turnover in the plastics processing sector rose by 13%, from 56 million euro in 2011 to 63 million euro in

2012. The upturn in the automotive industry was a major factor in this rise. We also expanded our share in

the market for consumer-related products.

Due to the increasing demand for complete assemblies as well as larger products, we have again invested

in new injection moulding machines with higher clamping forces. The new acquisitions include a 1,700-tonne

injection moulding machine, which nicely complements the 2,000-tonne injection moulding machine we

purchased in 2011. We have also introduced new techniques: “in-mould labelling” and “in-mould foil”.

By making good use of the development capabilities, including 3D design, mould flow analysis and FEM

strength calculations, we can serve the needs of new and existing customers seeking to develop new

products. Investments have also been made in the mechanization of various processes and product

manufacturing, and new robots have been purchased with which production will be further automated.

This will enable us to better fulfil our role as system supplier and provide “value added engineering”, in which

products are developed jointly with the customer. With the construction of new warehouses and the

implementation of the warehouse management system, the foundation has been established for healthy

growth in the coming years.

In 2012, we further strengthened our position in the medical market with carbon- and glass-reinforced

plastic, and identified a number of new selling areas. In 2013, a first biodegradable plastic product will be

produced, emphasizing our commitment to sustainable principles and practices.

The order book for the total plastics processing sector is currently reasonably well-filled. Despite the

considerable rise in raw material prices, prospects for 2013 are fairly positive and we expect the turnover

for 2013 to be on par with that of 2012.

14

Surface treatment

Turnover in the surface treatment sector fell slightly, from 9 million euro in 2011 to 8 million euro in 2012.

Last year we invested in a new cataphoresis paint installation that produces higher output. This system also

makes it possible to vary the residence time for thick and thin products, which improves the quality of the

painted parts tremendously.

The order book in the first quarter of 2013 is shrinking, so it is expected to be a more difficult year, despite

the fact that some new projects are being launched.

Car assembly

As of 14 December 2012, VDL Groep assumed control of the shares of the NedCar automotive manufacturing

plant in Born. The company, renamed VDL Nedcar following the acquisition, contributed 70 million euro to

the turnover in 2012. The acquisition costs are included in the result of VDL Groep. In 2013 work is underway

on the procurement and installation of equipment for the new production lines at the factory in Born.

Meanwhile, the press work for third parties continues uninterrupted. The result of VDL Nedcar for 2013 is

included in the provisions.

2012 2011

million euro % million euro %

Car assembly 70 100 - -

70 -

Buses & Coaches

Turnover in the buses & coaches division rose from 405 million euro in 2011 to 431 million euro in 2012

(6%). As in 2011, however, the result was negative. There is enormous price pressure due to the current

fierce level of competition in Europe. Through 2013 we are also investing heavily in the cleaner Euro 6

engines and hybrid and electric systems. We have good quality products, but sales numbers are too low.

Due to the austerity measures of the European governments fewer public transport buses are being

purchased. Coach operators are also waiting longer to replace their coaches. Despite this declining

demand in the European bus market VDL Bus & Coach has gained market share. This, accompanied by the

prizes won for the Citea public transport bus and Futura coach, gives confidence for the future of our

buses & coaches division. VDL sees the bus and coach activities as an important segment within the group

and will continue investing in this product range.

In the first quarter of 2013 the buses & coaches division saw its turnover increase by 8% compared to the

first quarter of 2012, from 104 million euro to 112 million euro. The order book, however, is insufficiently

filled: 138 million euro in week 13 of 2013 compared to 181 million euro in week 13 of 2012. In 2013 the

focus will be on further intensification of both our domestic markets and export markets. 2013 will still be a

difficult year for the buses & coaches division, but from 2014 we expect the market to begin a slow climb

again. It is a challenge to get through this period unscathed, and further cost reductions will therefore be

necessary in 2013.

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2012 2011

million euro % million euro %

Public transport buses 168 39 120 30

Coaches 128 30 152 38

Parts & services 57 13 47 12

Second-hand buses 39 9 25 6

Chassis & chassis modules 23 5 38 9

Mini & midi buses 11 3 10 2

High-quality Public Transport Systems 5 1 13 3

431 405

Public transport buses

It was a rather good year for the public transport bus sector, with an upturn in both turnover (40%), from

120 million euro to 168 million euro, and the number of delivered buses. In 2012, we delivered 730 vehicles

compared to 539 in 2011. This was mainly attributable to the Dutch market, in which many public transport

operators chose VDL products, including a large order for 275 Citeas we won for concessions in Friesland

and South Holland, regions of the Netherlands. Included as an integral part of this contract is the maintenance

of the vehicles for more than eight years, for which we have established four workshops in the regions

concerned. We now intend to roll out this full-service approach for our customers in Belgium as well.

Outside our home markets of the Netherlands and Belgium we gained our first solid foothold in Germany

in 2012. Several cities have chosen VDL buses, particularly due to the high fuel economy and

correspondingly lower operating costs and emissions. We also received several orders for the Scandinavian

market in 2012. In addition to the sales efforts in Europe, VDL Bus & Coach is also focusing increasingly on

other areas in the world. We expect to reap the benefits in 2014.

The serial hybrid variant of the Citea is ready for production. We are also working hard on the development

of a fully electric bus, the first of which is expected to be ready in the course of 2013. The technology for

electric vehicles was developed by VDL previously for the High-quality Public Transport vehicle, the Phileas.

BUSES & COACHES

Public transport buses 39%

Coaches 30%

Parts & services 13%

Second-hand buses 9%

Chassis & chassis modules 5%

Mini & midi buses 3%

High-quality Public Transport Systems 1%

16

This technology has also been used in our Automatic Guided Vehicle (AGV) for container handling in ports

since 2012 and will be further developed for use in the Citea.

We have seen great market acceptance of the Citea. In 2013 we have already received a number of

significant orders from various Western European countries, including Germany. In the course of this year

we will introduce Euro 6 variants on the market, and in the near future the Citea family will be rounded

off with an articulated version.

Coaches

In 2012, both turnover and quantities delivered declined in the coach sector. Turnover fell from 152 million

euro to 128 million euro. Whereas 599 coaches were delivered in 2011, the total was 557 in 2012.

The coach sector is still suffering from the crisis. Despite the shrinking market, however, we managed to

increase our market share. The New Futura has been fully accepted by the market. In the markets that

have traditionally been important for us, Germany and the Unitede Kingdom, we saw an increase in our

sales. In the United Kingdom, we introduced the right-hand drive model of the New Futura in 2012. This

“British” version was well received in the market, and this has resulted in a number of important orders.

We also saw growth in Germany and Eastern Europe. In the Southern European countries we have

suffered greater impact from the crisis. And in our home markets, the Netherlands and Belgium, the

numbers sold have dropped, largely because of the huge decrease in the size of the total market (40% in

the past two years).

The fact that we won the title “International Coach of the Year 2012” for the Futura a year after having

won the title “International Bus of the Year 2011” for the Citea shows that we are fully capable of

meeting the high expectations of our customers with our products.

In 2013 we will present the Euro 6 programme. A new variant will also be added to the Futura family in

the course of this year.

Parts & services

Despite the reluctance from the buses and coaches division, VDL Parts can look back on a relatively positive

year, in which turnover rose from 47 million euro to 57 million euro. The introduction of the new ERP system

within VDL Bus & Coach and optimization of internal processes led to further improvement in the

performance of VDL Parts, in terms of both parts availability and vehicle information, which can now be

consulted online using the VDL Parts Vehicle Information Portal (VIP). Alongside our specialist repair workshop

VDL Busland, the repair workshops at the individual bus companies also performed well.

This is due in part to various conversion orders for existing vehicles that were carried out for a number of

customers last year. This included the conversion on 85 articulated Dutch buses to Swedish specifications,

making these buses perfectly suited for public transport there. We also carried out life-extending

maintenance, including for 26 completely renovated 30-metre trams. Expectations for the parts & services

sector for 2013 are positive.

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Second-hand buses

The slight improvement that started in the last quarter of 2011 has continued in 2012 in terms of the

turnover and number of buses sold. Turnover rose sharply, from 25 million euro to 39 million euro, and the

number of buses sold jumped from 439 in 2011 to 606 in 2012. This year public transport buses represent

a much larger portion of this number. Growing demand for Euro 4 and Euro 5 vehicles, under pressure

from ever more widely applied environmental requirements, caused a major downturn in the market for

Euro 3 vehicles. This factor and the strong price pressure in general, has had a major impact on the

achieved margin. At the end of 2012 a large number of young, second-hand city buses were once again

taken in inventory. The challenge for VDL Bus Center is to sell these vehicles through expansion of the

existing network, in close cooperation with other VDL Bus & Coach companies. VDL Bus Center expects

stabilization of the turnover for 2013.

Chassis & chassis modules

External turnover for chassis and module builder VDL Bus Chassis fell from 38 million euro in 2011 to

23 million euro in 2012. Last year 251 modules were delivered to vehicle builders other than VDL Bus &

Coach. This is a decrease from 2011 when 459 were delivered outside the group. This decline in turnover

for products supplied to buyers other than VDL Bus & Coach was mainly due to declining demand for

chassis and chassis modules for the public transport sector in export countries. The number of chassis and

modules for bus & coach builders within VDL Bus & Coach rose from 1,138 in 2011 to 1,287 in 2012.

Partly due to the uncertain market situation it is expected that sales in 2013 will be lower than in 2012.

The product range is developed in close cooperation with VDL Bus & Coach. Alongside continuous quality

improvements to existing products, the engineering focus was on the development of the following

products: Citea public transport buses, Futura coaches and chassis intended for export. The engineering

activities in 2012 have mainly been devoted to further expansion of the product range to include modules

with lower emissions in accordance with the new legislation, with farther-reaching environmental benefits.

In the area of the driveline technology, developments have been implemented on the basis of the Euro 6

regulations. The drive technologies for the hybrid and electric vehicles have also been developed further.

These advances will be used to expand the product offerings to include a complete range of modules

compliant with the latest developments and environmental requirements in the market.

Mini & midi buses

Turnover in the mini & midi buses sector rose from 10 million euro in 2011 to 11 million euro in 2012

(including police vehicles and damage repair). The number of vehicles delivered rose from 148 in 2011 to

162 in 2012. The focus we placed on the MidCity and international tenders in the public transport market

in 2011 was continued through 2012 and this is expected to be an area of continued growth in 2013.

Particularly in Germany, Belgium and the Scandinavian countries we expect to be able to increase our

market share in this area. We delivered fewer police vehicles than expected, but the upgrade and

modification of existing vehicles had a positive impact on the turnover. Turnover for the repair department

rose slightly in 2012, and we feel the prospects for this department are generally good. The order book is

reasonably well-filled and we therefore expect further growth in the course of 2013.

20

High-quality Public Transport Systems

Turnover in the High-quality Public Transport Systems sector fell from 13 million euro in 2011 to 5 million

euro in 2012. Last year, Advanced Public Transport Systems (APTS) completed most of the delivery of six

18-metre models of the hybrid Phileas to Haifa (Israel). These will be put in service this year. Fifty 26-metre-

long Phileas buses are operating in Istanbul, Turkey, to the client’s total satisfaction. The same applies to

the vehicles in use in Eindhoven (the Netherlands), Douai (France), Cologne (Germany) and Amsterdam

(the Netherlands). The fuel cell vehicles in Cologne and Amsterdam operate without any exhaust and are

therefore emission-free. The safety certification process for fully-guided operation in Douai has

encountered a significant delay. A start was made in 2012 on the development of an electric Phileas,

charged via the induction method. This vehicle will undergo testing in 2013. In 2011, APTS signed

contracts with Rimini in Italy (for 9 vehicles). The first vehicle will be delivered in 2013. At present,

negotiations are still underway with a number of cities worldwide.

Finished products

Turnover in the finished products division rose by 18% from 396 million euro in 2011 to 467 million euro in

2012. In particular, the production automation systems and heat exchanger sectors have had a good year.

The result for the finished products division was positive. The order book for this division also shrunk, from

169 million euro at the end of 2011 to 132 million euro at the end 2012. We expect stabilization of the

growth for this division in 2013.

The turnover in the first quarter of 2013 was nearly 138 million euro and that is an improvement of 35%

compared to the figures for 2012 (102 million euro). This picture is distorted, however, by an advance of

35 million euro from a major customer in the production automation industry. Without this advance

payment, the turnover would have remained virtually unchanged. This also had an effect on the order

book, which is down significantly from a year ago: 136 million euro at the end of the first quarter of this

year compared to 187 million euro at the end of the first quarter of 2012. This is mainly due to fluctuations

in the order intake for the production automation systems sector.

FINISHED PRODUCTS

Production automation systems 28%

Suspension systems 25%

Heat exchangers 23%

Systems for the agricultural sector 7%

Cigar-making and packaging machines 6%

Sunbeds and roof boxes 5%

Container handling equipment 4%

Systems for the industrial sector 2%

FINISHED PRODUCTS

Production automation systems 28%

Suspension systems 25%

Heat exchangers 23%

Systems for the agricultural sector 7%

Cigar-making and packaging machines 6%

Sunbeds and roof boxes 5%

Container handling equipment 4%

Systems for the industrial sector 2%

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2012 2011

million euro % million euro %

Production automation systems 132 28 72 18

Suspension systems 118 25 127 32

Heat exchangers 105 23 94 24

Systems for the agricultural sector 31 7 27 7

Cigar-making and packaging machines 29 6 27 7

Sunbeds and roof boxes 25 5 24 6

Container handling equipment 19 4 18 4

Systems for the industrial sector 8 2 7 2

467 396

Production automation systems

2012 was a very successful year for production automation system manufacturer VDL Steelweld. Major

orders to supply production lines to various auto manufacturing plants for Jaguar, Land Rover, Volvo and

Ford meant a record turnover of 132 million euro (compared to 72 million euro m in 2011). Once again in

2012, dozens of new jobs were created in Breda, Birmingham (United Kingdom) and Cologne (Germany).

Due to continuing demand for bodywork production lines, 2013 is expected to be an outstanding year.

The acquisition of VDL Nedcar and the resulting activities for VDL Steelweld are also expected to have a

positive effect.

Successes were achieved outside the automotive industry as well. Together with other VDL companies, an

AGV was successfully developed for container transport in the ports; series production of this product will

begin in 2013. The assembly line for series production of insulation panels used for air handling units is

running well.

The order book for 2013 is very well-filled and offers good prospects for the future. The main focus in

2013 will be on successful delivery of the new orders and further strengthening of the organization. We

also intend to expand existing relationships with our customers. We will of course also continue to work

on product innovations and the development and optimization of production methods.

Suspension systems

Total turnover in this sector fell from 127 million euro in 2011 to 118 million euro in 2012. There has been

less demand for trucks and trailers. Despite this declining demand and the high price pressure, VDL

Weweler managed to increase its market share.

VDL Weweler holds at least 30% of the European market. Above all, German trailer builders make use of

the suspension systems from Apeldoorn. To reduce dependency on the European market, the company is

currently highly active in North America, Brazil and Southeast Asia, where although other suspension

24

systems are currently widely used, the VDL Weweler suspension system would be ideally suited. In Australia

and South Africa, VDL Weweler is already market leader in its segment. We expect construction of the

new plant in Apeldoorn to be completed in mid-2013. Here work will continue on optimization of the

production process and the functionality of the suspension system, with a view to achieving an even more

solid position in the market.

The Belgian company Weweler-Colaert saw no further rise in the demand for replacement parts for trucks

in Western and Southern Europe in 2012. In contrast, sales in Eastern Europe again rose during the past

year. The company, market leader in the replacement market in Europe, also further strengthened its

position outside the truck industry during the past year. In 2012, Weweler-Colaert began supplying leaf

and parabolic springs for the rail industry and hopes to become an important player in this segment in the

coming years. VDL Weweler Parts, our location in the Netherlands that supplies replacement parts for

trucks and trailers, also had to contend with a negative economic situation in the Dutch market. There

were signs of a slight recovery during the last quarter, however. Our sales office in Norway, Truck & Trailer

Industry, had a fairly good year, with a stabilization of the turnover.

Despite the gloomy media coverage, positive signals were seen in the transport sector and the growth

expectations for 2013 are moderately positive. The order book for the total suspension systems sector is

fairly well-filled, and slight growth is expected in 2013.

Heat exchangers

Turnover in the heat exchangers sector rose by 12% from 94 million euro in 2011 to 105 million euro in

2012. The overall market situation for VDL Klima is positive, with a gradual rise in the number of projects

completed. The market for “green” power generation, for example wind energy, is clearly experiencing

difficulties as a result of the almost complete elimination of government stimulation programmes, due to

austerity measures. This makes it difficult for the more expensive, innovative green technologies to

compete with conventional processes. On the other hand, the shipbuilding market is stable following a

massive slump in recent years. Investment levels are slowly improving in the oil and gas market. The

demand for energy is once again rising, and oil prices are high, encouraging further investments in energy

generation and the offshore market. Partly as a result, VDL Delmas in Berlin (Germany) and VDL KTI in Mol

(Belgium) enjoyed a positive year. VDL Delmas saw growth in both the engineering and production

activities. The basis for this was laid in 2011, a year in which many large orders were won worldwide. VDL

Delmas particularly saw its market share grow in the United States. Turnover at VDL KTI was achieved mainly

in the oil and gas market. The production of high-voltage masts has slowed somewhat due to delays in the

land-use planning procedures. Nevertheless, VDL KTI succeeded in offsetting this with new orders from the

mining and quarrying market. Alongside the traditional markets, heat exchangers were also delivered to

Brazil, Chile and South Korea in 2012. The order books have shrunk somewhat in almost all market

segments and therefore we are expecting a slight decline for the entire heat exchangers sector for 2013.

Systems for the agricultural sector

VDL Agrotech enjoyed a good year. Turnover climbed by 15%, from 27 million euro in 2011 to 31 million

euro in 2012. The sale of feed systems for the European market, where the transition from battery hen

cages to alternative housing systems reached its conclusion in 2012, contributed significantly to the total.

25

Modest improvement was seen in the project market. There was also positive development in the Asian

market. Additionally, VDL Agrotech succeeded in gaining a better foothold in the Middle East, progress

that is now precarious due to the unstable political situation in many countries in the region. Expectations

for 2013 are moderately positive. The project market is highly dependent on bank credit, and the

conversion of the battery cages to alternative systems in Europe has been completed. The sale of several

new products, including a manure drying tunnel and a new poultry feeding system, have had a good start

in 2012 and these products are expected to show further growth in 2013. Product innovation and an even

greater geographical market spread are the keys to further growth and success for the activities of VDL

Agrotech. Expansion of the capacity of the product development and sales department in 2013 will further

strengthen the position of VDL Agrotech.

Cigar-making and packaging machines

For PMB-UVA International, 2012 was yet another good year, with turnover up from 27 million euro to

29 million euro. Innovation is and remains the driving force behind the sales success. Both in the packaging

machines and cigar-making machines departments, various new features were once again developed,

resulting in machines with unique capabilities. Another reason for the success is the licensing of the

proprietary features developed in-house to other OEM suppliers. This has contributed to a rapid return on

investment for the cost of development. The strategy of spin-off products has also contributed to the rise in

turnover. The average series size of the machines being built has remained at the same level as in the past

two years. For 2013 the outlook is positive. PMB-UVA International is a preferred supplier to many

multinationals, and that gives good grounds for confidence in the continuation of this growth. Efforts to

achieve greater diversification in market segments and market areas are underway to achieve further growth.

Sunbeds and roof boxes

Turnover at Hapro International, manufacturer of sunbeds and roof boxes, rose slightly, from 24 million

euro in 2011 to 25 million euro in 2012. The market for professional sunbeds is still under pressure. The

continuing economic crisis, which is particularly acute in Southern Europe, is a major contributing factor. In

addition, variations in the implementation of new EU regulations in the various member states has led to

considerable confusion and reluctance among business owners to invest. The market for professional

tanning equipment is expected to remain at a low level in 2013. The market for privately-owned sunbeds

continues to remain stable. Sales of roof boxes have increased, particularly as a result of tapping into new

sales markets in Asia. In 2013, sales of roof boxes are expected to remain at the same level as in 2012.

Given the relatively low purchase price of a roof box, there is no real fear of a downturn in consumer

demand, despite economic pressure.

Container handling systems

Turnover at VDL Containersystemen remained virtually unchanged relative to 2011. The truck-related

turnover from existing products, such as hooklift, skiploader and cable systems, fell slightly, mainly due to

the downturn in the construction and waste market. The turnover from spreaders was down a bit in 2012.

The introduction of our new product for the port sector, the AGV, largely compensated. The prototype

AGV built by VDL was released by a reputable global player in port container handling and is now in

operational use. This gave us the opportunity to take on series orders in this segment: the first order is in.

This order, among others, has led to the currently well-filled total order book. We have also launched an

26

initiative for more intensive marketing in Europe, the Middle East and Africa, from which we expect to

pluck the first fruits in the course of 2013. For the year as a whole we expect to come out slightly above

the 2012 level.

Systems for the industrial sector

The past year has gone well for VDL Industrial Products. Growth was realized both in turnover (from

7 million euro to 8 million euro) and in number of orders delivered. The downturn, which was certainly felt

in the construction-related industries, was more than offset by sales in new segments and deliveries to the

food industry in particular. In 2012, steps were taken to further expand the company’s own product range

through investment in development, and closer cooperation was begun with good partners and sister

companies within VDL Groep. Results from these collaborations will be introduced in 2013 in the form of

new products for the bulk solids industry as well as a number of new concepts for explosion protection of

industrial processes. Due to the current cautious investment climate in some sectors and a slight decline in

the order book, we expect no growth in this sector in 2013.

new companies

In terms of takeovers, it was a special year for VDL Groep. Following the acquisition of VDL Bus Danmark

in June 2012, we completed one of our largest takeovers at the end of 2012, namely that of the NedCar

car manufacturing plant in Born.

VDL Bus Danmark (7 employees) is located in Glostrup, Denmark. As from June 2012, the company was

renamed VDL Bus & Coach Danmark. With this acquisition VDL Groep affirms the importance of the

Danish bus market. The company focuses on the sales, after sales and parts for all VDL Bus & Coach

products in Denmark. VDL had enjoyed a strategic partnership with the company since 2004 and has now

acquired all shares.

On 1 October 2012 we announced the signing of an agreement with Mitsubishi Motors Corporation of

Tokyo concerning the acquisition of NedCar in Born. The actual transfer of the shares from Mitsubishi to

VDL took place on 14 December 2012. With this takeover VDL Groep intends to further strengthen its

position in the international automotive market. Effective 1 January 2013, the company became an

independent automotive manufacturer and will produce cars for third parties under the name VDL Nedcar.

VDL Nedcar’s first customer is BMW Group. After the conversion of the production lines, the MINI will be

manufactured for BMW Group in Born starting in the second half of 2014.

The activities of VDL Nedcar are a good match with the other activities of VDL Groep in the automotive

industry. As a subcontractor, VDL has supplied the passenger vehicle and truck industry with a wide range

of parts, complex assemblies and complete systems for many years. The group also produces automated

production lines for many car manufacturers around the world. The automotive industry is therefore an

important market for VDL Groep.

The period from 1 January 2013 until the second half of 2014 will be spent converting, renovating and

configuring the production lines at VDL Nedcar for production of the MINI. Therefore the approximately

27

28

1,500 employees will initially receive unemployment benefits, which began on 1 January 2013. As the

company ramps up its operating activities employees will return to work in phases (not later than 1 January

2015). The unemployment benefits will be supplemented by VDL Nedcar so that employees continue

receiving 100% of their wages. All employees are therefore guaranteed full retention of their job and pay.

In addition to the employees that will be needed for conversion of the factory and installation of equipment

for the new production processes, some employees will also be trained at BMW in Germany and the United

Kingdom. For the remaining employees work will be sought with companies inside and outside VDL Groep.

investments

In 2012, VDL Groep invested 64 million euro (not including VDL Nedcar), half in business premises and the

other half in machinery and other equipment. At VDL Nedcar, 152 million euro was invested in land and

buildings, machinery and installations, and other fixed assets.

At VDL Parree in Sevenum, after completion of the new warehouse, the old warehouse was adapted to

house a huge new injection moulding machine, which was installed in the autumn of 2012. At VDL

Wientjes Emmen the new 6,000 m2 space to house production and a warehouse was completed in mid-

2012. Both new warehouses, at VDL Parree and VDL Wientjes Emmen, are heated using residual heat from

the injection moulding machines, a great example of sustainable energy policy.

In early 2012, we purchased an additional building for VDL TIM Hapert. This building, located opposite the

current building, was demolished, rebuilt and opened in late 2012. With the acquisition of VDL Nedcar in

Born at the end of 2012, we also purchased the premises. The building encompasses approximately

300,000 m2 of floor space and the land area is around 850,000 m2. In 2013 we will be investing a lot in

this building, both in terms of the building itself and the production equipment it contains.

VDL ETG Singapore is currently being expanded with a newly constructed building of 20,000 m2 on three

floors. The entire project will be completed in the second half of 2013. Given the organic growth, we have

begun investing again, which will make additional expansion possible. For VDL Weweler in Apeldoorn we

started construction of a 24,000 m2 factory in the first half of 2012. A completely new production line is

being built there, which will open in mid-2013. We also purchased land for Klima Warmtetechniek in

Hamont-Achel, Belgium. There, new construction of a 13,500 m2 building will begin as soon as possible,

and completion is expected in 2014.

In total, VDL Groep owns more than 1,100,000 m2 of commercial property. For 2013 we have construction

plans for VDL Wientjes Roden, where we will build a new two-storey building. For VDS Technische

Industrie in Hapert we plan to demolish and rebuild one building and raise the height of a portion of the

existing building. At VD Leegte Metaal in Hapert we are going to renovate an existing building and add

additional insulation. The same will be done at VDL Steelweld in Breda, where we are going to adapt the

height to accommodate the AGV project, as well as improve the building’s insulation.

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30

VDL Groep also invested heavily in machinery and other equipment in 2012. At VDL, technical innovation

is a part of innovative entrepreneurship, with creativity and courage to innovate setting the tone. Our

employees play a great role in this, with continuing education taking them to an ever higher level.

In 2013 we are going to invest around 47 million euro in new buildings, machines and optimization of

production processes. This does not include the investment in the building and the production processes at

VDL Nedcar.

employees

The number of employees at VDL Groep has risen from 7,135 at year end 2011 to 8,757 at year end 2012

(including VDL Nedcar). Excluding the 1,464 employees of VDL Nedcar, the total was 7,293 employees at

the end of 2012, which is 2% more than the end of 2011. In total, at the end of 2012, 562 temporary

employees and 677 contract workers were engaged. As long as there is no structural part-time

unemployment scheme in the Netherlands, this flexible shell is indispensible in times of economic

instability.

Worker participation

In 2012 we consulted the Joint Works Council on numerous occasions. As in previous years, these

consultations were open, constructive and direct.

The topics of discussion in the Netherlands were, of course, the acquisition of NedCar and the prognosis

report. Despite a growth of turnover, net profit was lower than forecast for 2012. There was also discussion

concerning the employer’s contribution towards childcare and sustainable employability. The latter topic also

encompasses identification of the benefit history (WAO/WIA) [disability insurance act/work and income act] of

current and new employees. The purpose of this is to gain more insight into the employability of employees

who have or are receiving benefits and the possibilities for grants. Another subject of discussion was the

position of the training coordinator for vocational programmes.

The social dialogue within the Belgian VDL companies was also conducted in a constructive manner. Partly

due a number of government measures in late 2011 and early 2012, employer/employee meetings were held

2008 2009 2010 2011 2012

4500

5000

5500

6000

6500

7000

7500

8000

8500

9000

EMPLOYEES(as at 31 December, including temporary employees)

31

frequently. Within the works councils, as always, the socio-economic issues remain an important topic of

discussion. The financial situation was good at all companies. At the end of the year some VDL companies

saw their order book shrink slightly; customers remain cautious about placing new orders. Partly due to

negative media reports about other companies in Belgium, worry is often just under the surface within the

works councils.

The Committees for Prevention and Protection at Work once again addressed important themes related to

the safety and wellness in the workplace in a positive manner. The pensionable age continues to creep up in

Belgium. Companies are expected to develop a plan to encourage and motivate older employees to continue

working longer too. A plan of this type has been established in cooperation with the works councils or

Committees for Prevention and Protection at Work.

Labour market and education

Unemployment in Europe and the Netherlands is on the rise, especially among the youth. This situation is

especially dire considering the expected need for new skilled professionals within VDL Groep during the

coming 10 years or so. Efforts in this area are sorely needed, because the number of young people in the

Dutch population is on the decline and too few of the remaining youth are opting for technical careers.

The outflow is greater than the inflow.

EMPLOYEES BY DIVISION(as at 31 December 2012)

Subcontracting 3,895 (44%)

Car assembly 1,464 (17%)

Buses & coaches 1,868 (21%)

Finished products 1,398 (16%)

Head office in the Netherlands and Belgium 132 (2%)

Total number of employees 8,757

EMPLOYEES BY GEOGRAPHICAL AREA(as at 31 December 2012)

Netherlands 6,931 (79%)

Belgium 893 (10%)

Rest of Europe 343 (4%)

Rest of the world 590 (7%)

Total number of employees 8,757

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Therefore, we have appointed a training coordinator whose task is to interest as many youth, as well as

career changers, in training and a job in a technical field at VDL. He supports the training coordinators

within the VDL companies to ensure that the BBL apprentice programme proceeds smoothly. Preventing

dropouts is an important aspect of this.

In addition, we are also going to do more to attract highly-educated (college and university level) technical

specialists and offer them a career and personal development programme. Attracting top technical talent is

crucial for the growth of VDL Groep. Because the role of subcontractors is changing, with more demand

for R&D and engineering capacity, we have an increasing need for highly-educated technical specialists

within VDL Groep.

Naturally there are also opportunities for people who have worked at VDL for some time to develop

themselves further. The initiative may begin with the supervisor, but it can also come from the employee

him or herself. For VDL it is important to know each employee’s wishes and ideas about their future and

career. Only then can we ensure that employees continue their personal development within VDL.

We would like to express our deep appreciation for the dedication and commitment of our employees in

the past year. The fact that we achieved the highest turnover in the history of VDL Groep in 2012 was

certainly due in part to the outstanding cooperation within and among the group companies.

Corporate social responsibility

VDL Groep practices corporate social responsibility in many ways. As a family business, we have always

been greatly concerned about our living and working environment. So we see it as no more than logical

that we endeavour to find innovative ways of contributing to the sustainable development of our society.

We establish policies within the central organization and give the individual companies the authority to

meet their own responsibility at the local level in the manner they see best fit.

Employees

VDL is genuinely concerned with its employees’ well-being. We have our own disability case managers who

strive to establish a plan for each employee’s reintegration from day one, with special emphasis placed on a

personal approach. The head office regularly updates the general guidelines pertaining to working conditions,

and initiatives to continually optimize the working conditions for the employees are also taken by the

individual VDL companies. One example of such a measure is the use of manipulators. These are tools that

are used to position products, which may be very large or heavy for instance, in order to reduce the physical

strain involved in an employee’s work. We consider education and training for the personal development of

our employees to be very important. This is demonstrated by the fact that our practical trainer at VDL ETG

Eindhoven, Eric Dekkers, was named the best practical trainer in the Netherlands for 2012 in the

metalworking category. We also have several students on the payroll who have the honour of representing

the Netherlands in the international championship for craftsmanship. VDL offers internships and final thesis

work at all levels and trains students internally. In addition, VDL has positions for which it actively seeks

employees with an occupational disability.

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Society

We support dozens of initiatives to promote technology and engineering education, such as the High Tech

Automotive Campus in Helmond and the Dutch Technology Week in the Brainport region Eindhoven. Our

aim is to generate enthusiasm for technology among children and youth, and interest them in learning more

about pursuing a technical career. Secondary goals are to emphasize the importance of craftsmanship and

improve the image of industry in general. We also support mainstream education with financial aid, the use

of machines, robots, etc. and the sharing of expertise from within our organization in the form of lectures

and guided tours. We seek contact with the educational institutions and local governments in all the regions

where our companies are located, with the aim of achieving constructive cooperation. We are also connected

to the region in other ways. Not only in economic terms – as an employer, we provide jobs – but also by

supporting sporting, cultural and social activities and associations.

Production processes

The way we see it, corporate sustainability begins with the basic principles of “good housekeeping”. This

includes turning off lights when unneeded (for example during the break in the factories), not leaving

machines and computers on standby unless necessary, keeping doors and windows closed when the heat

is on, separating waste at the source, etc. Other areas that have our constant attention are reuse of raw

materials (especially plastics), collective transport and reduction of the use of hazardous substances,

switching to safer alternatives when possible. We even go a step further by purchasing energy-efficient

machines, cooling machines through ground loop heat exchange and using residual heat from the

machines to heat the buildings.

Example of sustainable building techniques and investment

In 2012 we started construction of a new factory for VDL Weweler at the Ecofactorij industrial estate in

Apeldoorn (the Netherlands). This industrial estate maintains strict sustainability standards and seeks to

minimize energy consumption. Only companies that meet the demanding requirements may locate there.

VDL meets those tough sustainability requirements, both for construction and production. In terms of the

construction we have made maximum use of sustainable building materials. In the interest of energy

efficiency, the floors in the dispatch department are heated using the residual heat from the production

process. With regard to the production process, VDL Weweler has always invested heavily in the

continuous development of its processes and products, both in terms of time and money, with the

objective of reducing material consumption, energy needs and environmental impact. A perfect example is

the innovative use of lighter materials and advanced heating technologies in the new production process

which have enabled us to eliminate one heating step, resulting in energy savings of more than 33%.

Because we use less material, we are also able to utilize a different curing method that has a much lower

environmental impact.

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innovation

Our overall policy is focused on innovation in connection with products and production methods. We

continuously seek the best techniques and invest in the most advanced machinery. Every day we are

involved in the latest developments to strengthen our competitive position on the world market.

The head office of VDL Groep is based in Eindhoven, and subsidiary companies are concentrated in

Southeast Brabant. This top technology region, Brainport Eindhoven, is an excellent home base for our

company. Here we are able to realize high-tech products and projects in collaboration with educational

institutions, government and other companies. From this location we have succeeded in establishing

unique collaborative ventures with various customers, in which we, as an authoritative supplier, provide

highly innovative technical solutions developed through open innovation.

In 2012 we spent 62 million euro on research and development, and a total of 633 employees were

involved in R&D-related activities across all VDL companies. That places VDL Groep in 13th place in the

“Technisch Weekblad” index, making us one of the most innovative companies in the Netherlands. Once

again in 2013 we will be investing heavily in innovation, with a view to further strengthening our position.

strategy

VDL Groep aims at controlled development, in which the control of the organization and the maintenance

of the financial positions are the main considerations. The policy of VDL Groep is aimed at continuous

improvement of its competitive position. An essential aspect of this is the analysis and control of costs. VDL

Groep also endeavours to maintain the highest level of quality in all its subsidiaries. The investments are

therefore geared towards the renewal, improvement and expansion of the product range and the

production facilities. In addition, a priority in our personnel policy is to ensure internal promotion

possibilities of employees.

VDL Groep believes in the importance of continued manufacturing in the Netherlands and the Flanders

region of Belgium, in a competitive manner. Through our investments in solid professional skills, as well as

in robotization and automation, we aim to continuously improve our competitive position in the

international market. In addition, our industrial activities in Eastern Europe and Asia enable us to respond

to the specific wishes of our customers in terms of production in these regions. As a result of our sales

branches in various countries and our extensive network of importers and agencies, we are able to sell our

products worldwide. Despite the expansion of VDL Groep and the increasingly international character of

the company, however, VDL is and will remain a family business.

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prospects

Turnover in the first quarter of 2013 was higher than in the first quarter of 2012. The result, however, was

lower. Following a deep point at the beginning of the year, the order book expanded significantly again.

For the full year 2013, we expect the turnover to be higher than in 2012. The result is expected to come

close to that of 2012.

The flexibility of our employees and cooperation within our company will certainly enable us to realize the

best possible outcome for 2013.

Eindhoven, 24 May 2013

The Board of Directors,

Wim van der Leegte (Chairman)

Wim Maathuis

Jan Mooren

Theo Toussaint

Rini Vermeulen

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We are delighted to present to the shareholders for adoption the

annual report for 2012, drawn up under the authority of the Board of

Directors. The annual accounts contained in the report were audited

by Govers Accountants in Eindhoven, and an approved accountant’s

statement was issued.

We propose that the shareholders adopt the annual accounts and

discharge the Board of Directors and the Supervisory Board for the

policy implemented and the supervision maintained in the financial year 2012.

In 2012, the Supervisory Board convened five times in the presence of the Board of Directors. Members of

the Board regularly met face to face with members of the Board of Directors and the President. The

Supervisory Board convened once in the absence of the Board of Directors with a view to discussing the

performance of the Supervisory Board itself, its individual members and the Board of Directors. The normal

annual consultant took place with the external accountant.

At the General Meeting of Shareholders of 16 April 2012, Mr Lau Pas, former member of VDL Groep

Board of Directors, was appointed to the company’s Supervisory Board, which currently has five members.

During all meetings, the operation and financial state of affairs as compared to the budgets and other

targets for all individual companies and of the divisions to which those companies belong were discussed

in detail. The discussions included the outcome of the strategic policy, the investment and acquisition

policy, the operating result and the internal management and control system of the company. The

proposed acquisition of NedCar was also discussed extensively.

Again in 2012, despite the continuing tough market conditions, VDL Groep succeeded in achieving a good

result. Turnover rose to a record level. The net result was down slightly from 66 million euro (2011) to 57

million euro. The buses & coaches division was once again confronted with sales numbers that were too

low in 2012. Combined with a huge price pressure and necessary major investments in areas such as

product development, this again led to a negative result in 2012. Due to the successful acquisition of

NedCar, a fourth division, car assembly, could be added to the existing subcontracting, buses & coaches

and finished products divisions at year end 2012, as a result of which the automotive market will play an

even more important role for VDL Groep in the future. The award of the King Willem I Prize to VDL Groep

in 2012 was a welcome recognition of good corporate governance.

Lastly, we would like to express our appreciation to the Board of Directors, the Joint Works Council and all

the employees for the achieved result and for their dedication in 2012.

Eindhoven, 24 May 2013

The Supervisory Board,

Louis Deterink (Chairman)

Theo van Deursen

Arie Kraaijeveld

Lau Pas

Jennifer Thomassen - van der Leegte

r e p o r t o F t h e

s u p e r V i s o r y

B o A r D

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AuDitor’s

report

statement concerning the abbreviated

annual accounts

The accompanying abbreviated annual accounts, consisting of

the consolidated balance sheet as at 31 December 2012, the

consolidated profit and loss account 2012, the statement of

source and application of funds for 2012 and the principles for

valuation and determination of result were derived from the

consolidated annual accounts for 2012 of VDL Groep bv. We

have issued an approved opinion together with the annual

accounts, in our auditor’s report dated 24 May 2013.

The abbreviated annual accounts do not contain all explanatory notes as required in accordance with Book

9 of the Dutch Civil Code 2. Inspection of the abbreviated annual accounts can therefore not take the

place of inspection of the audited annual accounts of VDL Groep bv.

Responsibility of the Board

The Board is responsible for compiling a summary of the audited annual accounts in accordance with the

principles as described in the explanatory notes.

Responsibility of the accountant

Our responsibility is to issue an opinion on the abbreviated annual accounts on the basis of our work,

undertaken in accordance with Dutch law, including Dutch Standard 810, ‘Assignments to report on

abbreviated financial summaries’.

Opinion

In our opinion, the abbreviated annual accounts, in all materially-relevant aspects, are consistent with the

audited annual accounts of VDL Groep bv for 2012, and comply with the principles as described in the

explanatory notes.

Eindhoven, 24 May 2013

Govers Accountants / Adviseurs

Paul van Vroonhoven RA

V D L G r o e p

s u B s i D i A r i e s

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VDL Groep bv

Board of Directors:

Wim van der Leegte (Chairman)

Wim Maathuis

Jan Mooren

Theo Toussaint

Rini Vermeulen

Deputy Directors:

Wim van Bakel

Simon Bambach

Joost Govaarts

Rémi Henkemans

Jan Karssen

Henri Koolen

Pieter van der Leegte

Willem van der Leegte

Hoevenweg 1

5652 AW Eindhoven, the Netherlands

T: +31 (0)40 - 292 50 00

F: +31 (0)40 - 292 50 50

info@vdlgroep.com

www.vdlgroep.com

VDL Nederland bv

Director: Jan Karssen

Hoevenweg 1

5652 AW Eindhoven, the Netherlands

T: +31 (0)40 - 292 50 00

F: +31 (0)40 - 292 50 01

info@vdlgroep.com

Supports all group companies in the field of

financial affairs, ICT, social affairs, environment

& safety, insurance and communications.

VDL Holding Belgium nv

Director: Leen Van de Voorde

Antwerpsesteenweg 13

2630 Aartselaar, Belgium

T: +32 (0)3 - 870 55 40

F: +32 (0)3 - 870 55 45

info@vdlholding.be

Supports all Belgian and French group

companies in the field of accounting and

personnel matters.

VDL International bv

Director: VDL Groep bv

Hoevenweg 1

5652 AW Eindhoven, the Netherlands

T: +31 (0)40 - 292 50 35

F: +31 (0)40 - 292 50 50

Holding company for foreign operating

companies (excluding bus and coach

companies).

VD Leegte Beheer bv

Director: VDL Groep bv

Hoevenweg 1

5652 AW Eindhoven, the Netherlands

T: +31 (0)40 - 292 50 35

F: +31 (0)40 - 292 50 50

Holding company Dutch operating companies

(excluding bus and coach companies).

VDL Bus & Coach bv

Director: Rémi Henkemans / Henri Koolen

De Vest 51

5555 XP Valkenswaard, the Netherlands

T: +31 (0)40 - 208 44 00

F: +31 (0)40 - 208 44 99

info@vdlbuscoach.com

www.vdlbuscoach.com

Holding company for bus and coach companies.

VDL Vastgoed bv

Director: Pieter van der Leegte

Hoevenweg 1

5652 AW Eindhoven, the Netherlands

T: +31 (0)40 - 292 50 35

F: +31 (0)40 - 292 50 50

Real estate company for VDL commercial real

estate.

VDL Participatie bv

Director: Godfried de Jongh

Hoevenweg 1

5652 AW Eindhoven, the Netherlands

T: +31 (0)40 - 292 50 35

F: +31 (0)40 - 292 50 50

Participation company with various minority

participations.

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VD Leegte Metaal bv

Director: Jos Bax

Handelsweg 21

5527 AL Hapert, the Netherlands

T: +31 (0)497 - 33 11 00

F: +31 (0)497 - 33 11 01

info@vdleegtemetaal.nl

www.vdleegtemetaal.nl

Specialty: heavy construction work and

complex welding assemblies (20 welding

robots). Automated metalworking, such as

cutting, setting, punching, deep-drawing and

laser cutting. In-house tool shop and

assembly department.

VDL Gereedschapmakerij bv

Director: Jos van Meijl

Industrieweg 29

5527 AJ Hapert, the Netherlands

T: +31 (0)497 - 38 10 62

F: +31 (0)497 - 38 68 09

info@vdlgereedschapmakerij.nl

www.vdlgereedschapmakerij.nl

Tools ranging from simple to high grade and

complex. Complex follow-on cutting and

bending tools and dies. Series production of

precision components. CNC-5 spindle milling,

sawing, CNC grinding, turning, wire sparking

and co-drilling. Processes are carried out in

2D and 3D CAD/CAM.

VDL TIM Hapert bv

Director: Piet Spooren

Energieweg 2

5527 AH Hapert, the Netherlands

T: +31 (0)497 - 38 38 05

F: +31 (0)497 - 38 68 65

info@vdl-tim.nl

www.vdltimhapert.nl

Specialized in mechanical processing of cast

and forging work and welding assemblies by

means of CNC lathes and (robotized) CNC

processing machines. Assembly work.

VDS Technische Industrie bv

Director: Jos van Meijl

Industrieweg 29

5527 AJ Hapert, the Netherlands

T: +31 (0)497 - 38 38 44

F: +31 (0)497 - 38 68 09

info@vds-vdl.nl

www.vdstechnischeindustrie.nl

Mechanical and hydraulic punching, bending

and drawing possible up to 800 tonnes, with

integrated finishing. Medium-sized and large

series from simple through to generally

complex metal parts with minimum tolerances.

Material thickness 0.10-10 mm. (Robotic)

welding, spot welding, klinking, 3D laser

cutting, automated assembly and (sub)

assembly.

VDL Laktechniek bv

Director: Cleem Rothengatter

Meerenakkerweg 20

5652 AV Eindhoven, the Netherlands

T: +31 (0)40 - 250 19 00

F: +31 (0)40 - 255 58 50

info@vdllaktechniek.nl

www.vdllaktechniek.nl

Grit blasting, zinc phosphate coating,

cataphoresis painting, powder coating and

wet painting. Automatic paint lines.

VDL Belgium nv

Director: Marco van Tongeren

Industrielaan 15

Industriezone III - Erembodegem

9320 Aalst, Belgium

T: +32 (0)53 - 83 70 90

F: +32 (0)53 - 83 61 80

sales@vdlbelgium.com

www.vdlbelgium.com

Metal processing including cutting, stamping,

setting, (robotic) welding, spot welding.

Specialty: CNC tube bending up to 155 mm

diameter. Production of insulated tubes. Tool

shop, ultrasonic cleaning, wet coating,

immersion line and own wet-paint spray line.

VDL Technics bv

Director: Hans Sanders

Korenmolen 2

5281 PB Boxtel, the Netherlands

T: +31 (0)411 - 68 29 80

F: +31 (0)411 - 68 27 51

info@vdltechnics.nl

www.vdltechnics.nl

Laser cutting 4 and 6 KW with Stopa warehouse,

CNC punching, cutting, profiling and squaring.

Specialisation in construction work and robotic

welding with offline programming.

Mechanical finishing up to 14 metres of

(complex) weld assemblies. Stamping work

up to 200 tonnes with hydraulic and fully-

automatic eccentric presses. Engineering,

project management and assembly.

VDL Kunststoffen bv

Director: Rick van Haren

Industrieweg 107

5591 JL Heeze, the Netherlands

T: +31 (0)40 - 224 11 60

F: +31 (0)40 - 224 11 99

info@vdlkunststoffen.com

www.vdlkunststoffen.com

High-grade technical plastic injection moulded

components, 2k injection moulding, insert

and outsert moulding. Engineering and

product development, project support to

customers during the development process.

Assembly and finishing of components and

finished products. Own tool shop.

Helmondse Metaal Industrie bv

Director: Hans van Raak

Kleibeemd 1

5705 DP Helmond, the Netherlands

T: +31 (0)492 - 54 08 00

F: +31 (0)492 - 53 79 50

info@helmondsemetaalindustrie.nl

www.helmondsemetaalindustrie.nl

Metalworking such as cutting, sawing,

stamping, setting, pipe bending, CNC punching,

CNC plate cutting, 3D pipe laser cutting,

(robotic) welding and soldering. Sheet-metal

work, construction work and assembly.

s u B C o n t r A C t i n G

44

NSA Metaalindustrie bv

Director: Bart Spackler

De Run 4234

5503 LL Veldhoven, the Netherlands

T: +31 (0)40 - 254 45 65

F: +31 (0)40 - 254 50 65

info@nsametaal.nl

www.nsametaalindustrie.nl

All aspects of sheet-metal working.

Development, prototyping, tooling,

production and composition of sheet metal

parts in, for example, stainless steel, aluminium

and steel, from single items to medium-sized

series. Highly advanced machinery.

NSA Apparatenbouw bv

Director: Pieter Aarts

Sigarenmaker 8

5521 DJ Eersel, the Netherlands

T: +31 (0)497 - 51 51 50

F: +31 (0)497 - 51 76 53

info@nsaapparatenbouw.com

www.nsaapparatenbouw.com

System supplier in the area of (complex)

medical, optical and mechatronic modules

for OEM and consumer markets. Development,

production, testing and provision of service,

overall logistics and project management. As

well as the design and manufacture of filter

and tank installations for the agricultural and

chemical industry.

VDL MPC bv

Director: Leo Spaan

Terminalweg 40

3821 AJ Amersfoort, the Netherlands

T: +31 (0)33 - 454 29 00

F: +31 (0)33 - 455 59 11

info@vdlmpc.com

www.vdlmpc.com

Production, assembly and prototyping of

complex sheet-metal parts and assemblies.

Specialized in machine building, (cleanroom)

assembly of high-grade mechanical components

and modules. All common sheet-metal working

techniques such as turning, milling, laser

cutting (stainless steel and aluminium), spark

machining and degreasing of metal products.

VDL Parree bv

Director: Ger Stappers

Spoorstraat 8

5975 RK Sevenum, the Netherlands

T: +31 (0)77 - 467 70 88

F: +31 (0)77 - 467 70 80

info@vdlparree.nl

www.vdlparree.com

Specialist in the field of high-quality technical

plastic injection moulded parts, metal parts,

assemblies and metal and plastic combinations.

2K techniques, gas injection, in-mould labelling,

insert and outsert moulding. Co-design

function, product innovations, product

optimisation and engineering. In-house tool

shop and assembly department.

VDL Staalservice bv

Director: Paul Hermans

Celsiusstraat 13

6003 DG Weert, the Netherlands

T: +31 (0)495 - 54 08 38

F: +31 (0)495 - 53 98 65

info@vdlstaalservice.nl

www.vdlstaalservice.nl

The manufacture of customer-specific welded

assemblies, laser, plasma and autogenic cut,

bevelled and mechanically finished products.

Metalworking such as CNC laser cutting,

CNC flame cutting and CNC plasma cutting.

Punching, cutting, CNC squaring, welding

(MIG/MAG/TIG), machining and water jet cutting.

VDL Lasindustrie bv

Director: Bas van der Leegte

Wekkerstraat 1

5652 AN Eindhoven, the Netherlands

T: +31 (0)40 - 292 33 00

F: +31 (0)40 - 251 00 50

info@vdllasindustrie.nl

www.vdllasindustrie.nl

From engineering and prototyping through

to production of small and large series.

Specialized in sheetmetal and construction

work. Cutting, sawing, CNC punching, CNC

laser cutting, CNC setting, drilling, tapping,

milling and all welding activities such as

robotic welding, welding (MIG/MAG/TIG),

spot welding and stud welding.

RPI Componenten bv

Director: Hans de Bresser

Nijverheidsweg 40

3341 LJ Hendrik-Ido-Ambacht, the Netherlands

T: +31 (0)78 - 683 18 00

F: +31 (0)78 - 681 97 28

info@rpicomponenten.nl

www.rpicomponenten.nl

Sheet-metal working: from 0.5 mm in steel,

stainless steel and aluminium, specialised in

desks and frame building for complicated

assemblies. All welding processes, including

robotic welding, stud welding and spot

welding. Machined sheet-metal processes,

punching, laser cutting, bending and cutting.

Machining: turning, milling and drilling.

Mounting and mechanical assembly.

VDL Rotech SRL

Director: Silviu Nitulescu

Zona industriala NV str. 1 no. 5

310419 Arad, Romania

T: +40 (0)257 - 25 66 43

F: +40 (0)257 - 22 03 00

vdl_romania@inext.ro

Metalworking, specialized in CNC machining

as milling and turning. Production of welded

constructions and assembly work. Thin sheet-

metal work: cutting, stamping, spot welding.

VDL Systems bv

Director: Edwin Willems

Erfstraat 3

5405 BE Uden, the Netherlands

T: +31 (0)413 - 25 05 05

F: +31 (0)413 - 25 10 25

info@vdlsystems.nl

www.vdlsystems.nl

Development, production and installation of

machines and internal transport systems for

OEM’s who produce Food Processing

Equipment. Specialized in the processing of

stainless steel and aluminium.

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45

VDL Postma bv

Director: Johan Zwarts

Leeuwarderstraatweg 121d

8441 PK Heerenveen, the Netherlands

T: +31 (0)513 - 62 25 36

F: +31 (0)513 - 61 01 21

info@vdlpostma.nl

www.vdlpostma.nl

Sheet-metal processing: laser cutting, CNC

punch nibbling, cutting, squaring. Pipe

processing: CNC rolling, bending, (robotic)

welding and machining. Powder coating including

chemical pre-treatment by means of separated

immersion baths for steel and aluminium.

VDL Industrial Modules bv

Director: Jeroen van den Hurk

Brandevoortse Dreef 4

5707 DG Helmond, the Netherlands

T: +31 (0)492 - 50 58 00

F: +31 (0)492 - 50 58 01

info@vdlindustrialmodules.nl

www.vdlindustrialmodules.nl

System supplier for the OEM market.

Development, prototyping, precision sheet-

metal processing, (cleanroom) assembly and

testing of high-quality modules and systems.

With a strong focus on integral cost-price-

control, logistics and minimizing financial

risks in the supply chain. Design and

production of dynamic and static road signs.

VDL Konings bv

Director: Sjoerd van de Velde

Bosstraat 93

6071 XT Swalmen, the Netherlands

T: +31 (0)475 - 50 01 00

F: +31 (0)475 - 50 01 01

info@vdlkonings.com

www.vdlkonings.com

Design, engineering, prototyping, production,

assembly and installation of customer-specific

mechanisation systems, machines and

installations for the film, foam and paper

industries, and other sectors. Development

and production of systems and modules for

the medical sector (radiotherapy and radiology).

CNC operations including turning, milling,

boring and drilling.

VDL Wientjes Roden bv

Director: Chris Mulder

Produktieweg 9

9301 ZS Roden, the Netherlands

T: +31 (0)50 - 502 48 11

F: +31 (0)50 - 501 86 96

info@vdlwientjesroden.nl

www.vdlwientjesroden.nl

Engineering, design and production of high-

quality plastic products. Various processing

techniques, including vacuum forming, CNC

machining, laser cutting, welding, gluing and

assembly.

VDL Wientjes Emmen bv

Director: Hans Meuleman

Phileas Foggstraat 30

7825 AK Emmen, the Netherlands

T: +31 (0)591 - 66 96 66

F: +31 (0)591 - 63 49 92

info@vdlwientjesemmen.nl

www.vdlwientjesemmen.nl

Engineering, design and production of high-

quality plastic products. Production techniques:

injection moulding of (fibre-reinforced)

thermoplastics, gas injection and 2-components.

Hot-pressing of thermoharders (polyester)

and assembly. Producer of sheet moulding

compound (SMC), a glass fibre-reinforced

polymer semi-manufacture.

VDL Services bv

Director: Rob Diepstraten

Handelsweg 21

5527 AL Hapert, the Netherlands

T: +31 (0)497 - 38 01 00

F: +31 (0)497 - 33 11 33

info@vdlservices.nl

www.vdlservices.nl

Repair, maintenance and installation of a range

of (VDL) products supported by a 24/7 service

organisation with a network of service engineers

throughout the Netherlands. Also project

supervision and implementation, worldwide.

VDL Enabling Technologies Group

Director: Simon Bambach

Achtseweg Noord 5

5651 GG Eindhoven, the Netherlands

T: +31 (0)40 - 263 88 88

F: +31 (0)40 - 263 82 40

info@vdletg.com

www.vdletg.com

The VDL Enabling Technologies Group is aimed

at system integration and logistic/supply

chain management for mechatronic (sub)

systems on behalf of OEMs for high-tech

capital goods. The general management of

the six VDL ETG branches in Eindhoven,

Almelo, Singapore and Suzhou (China) is

located in Eindhoven. In addition, new

business development and key account

management, technology, engineering and

purchasing are organised centrally.

VDL Enabling Technologies Group

Eindhoven bv

Director: Wil-jan Schutte / Simon Bambach

Achtseweg Noord 5

5651 GG Eindhoven, the Netherlands

T: +31 (0)40 - 263 88 88

F: +31 (0)40 - 263 84 20

info@vdletg.com

www.vdletg.com

Operates in the business of system integration

of mechatronic (sub)systems and modules for

OEMs in the high-tech capital equipment industry

and in the area of production mechanisation.

System supplier from (co-)engineering through

parts production to assembly and testing.

s u B C o n t r A C t i n G

46

VDL ETG Research bv

Director: Jadranko Dovic / Simon Bambach

High Tech Campus 7

5656 AE Eindhoven, the Netherlands

T: +31 (0)40 - 274 83 69

F: +31 (0)40 - 274 68 79

info@vdletg.com

www.vdletg.com

Is the starting point for R&D departments

with development and hardware questions.

Provides support for the realisation of new

products, in field of mechanics, mechatronics

and electronics, from first prototype via transfer

to volume production. In-house workshops

guarantee the speed and makeability while

maintaining extreme precision. Development

departments and start-ups are assisted with

the further development of the product or

production and testing equipment.

VDL ETG Projects bv

Director: Arie van Kraaij / Simon Bambach

Hurksestraat 13

5652 AH Eindhoven, the Netherlands

T: +31 (0)40 - 263 82 18

F: +31 (0)40 - 263 82 10

info@vdletg.com

www.vdletg.com

Develops, produces, assembles and installs

(mass) fabrication equipment worldwide for

a wide range of markets varying from food

and medical through to solar and semicon,

in the form of both one-offs and roll-outs.

Also makes and assembles high-quality

technical prototypes for mechanical

components and complete assemblies with

very short lead times.

VDL Enabling Technologies Group

Almelo bv

Director: Sander Verschoor / Simon Bambach

Bornsestraat 345

7601 PB Almelo, the Netherlands

T: +31 (0)546 - 54 00 00

info@vdletg.com

www.vdletg.com

Operates in the business of system integration

of mechatronic (sub)systems and modules for

OEMs in the high-tech capital equipment

industry and in the area of production

mechanisation. System supplier from (co-)

engineering through parts production to

assembly and testing.

VDL Enabling Technologies Group

(Singapore) Pte Ltd

Director: Wu Yong Lin / Simon Bambach

259 Jalan Ahmad Ibrahim Jurong

Singapore 629148, Singapore

T: +65 650 803 20

F: +65 626 574 66

info@vdletg.com

www.vdletg.com

Operates in the business of system integration

of mechatronic (sub)systems and modules for

OEMs in the high-tech capital equipment

industry and in the area of production

mechanisation. System supplier from (co-)

engineering through parts production to

assembly and testing.

VDL Enabling Technologies Group

of Suzhou Ltd

Director: Ton de Haan / Simon Bambach

288 Su Hong Xi Road

Suzhou Industrial Park,

Jiangsu P.R.C. 215021, China

T: +86 512 - 85 18 89 98

F: +86 512 - 85 18 92 88

info@vdletg.com

www.vdletg.com

Operates in the business of system integration

of mechatronic (sub)systems and modules for

OEMs in the high-tech capital equipment

industry and in the area of production

mechanisation. System supplier from (co-)

engineering through parts production to

assembly and testing.

VDL Network Supplies bv

Director: William van Hout

Handelsweg 21

5527 AL Hapert, the Netherlands

T: +31 (0)495 - 33 11 00

F: +31 (0)495 - 33 11 01

info@vdlnetworksupplies.nl

www.vdlnetworksupplies.nl

Specialized in the production of semi-finished,

finished products and related services for the

construction, housing and extension of large

and national networks such as mobile phone,

telecom, energy and railway networks.

VDL Fibertech Industries bv

Director: Michiel Wassink

Hallenweg 15

5683 CT Best, the Netherlands

T: +31 (0)499 - 36 76 76

F: +31 (0)499 - 36 76 75

info@vdlfibertechindustries.com

www.vdlfibertechindustries.com

Specialists in the production of composites

(carbon and glass-reinforced plastic) and

polyurethane. These products serve the

medical market (patient table tops for X-ray

and MRI equipment, accessories) and focus

on high-tech machine parts and lightweight

composite parts for the transport sector.

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47

VDL Nedcar bv

Director: Joost Govaarts

Dr. Hub van Doorneweg 1

6121 RD Born, the Netherlands

T: +31 (0)46 - 489 44 44

F: +31 (0)46 - 489 54 44

info@vdlnedcar.nl

www.vdlnedcar.nl

Production and assembly of cars under

contract to third parties. Also production of

pressed sheet metal parts.

C A r A s s e m B L y

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49

VDL Bus & Coach bv

Director: Rémi Henkemans / Henri Koolen

De Vest 51

5555 XP Valkenswaard, the Netherlands

T: +31 (0)40 - 208 44 00

F: +31 (0)40 - 208 44 99

info@vdlbuscoach.com

www.vdlbuscoach.com

VDL Bus & Coach offers an extensive product

range: chassis and chassis modules, coaches,

public transport buses, mini and midi buses,

special vehicles and second-hand buses. VDL

Bus & Coach has an extensive, international

network of offices, agents and importers

offering sales and after sales support.

VDL Bus Chassis bv

Director: Jan-Cees Santema

Hoevenweg 1

5652 AW Eindhoven, the Netherlands

T: +31 (0)40 - 250 05 00

F: +31 (0)40 - 257 09 04

info@vdlbuscoach.com

www.vdlbuscoach.com

Development and assembly of complete

chassis, chassis modules and CKD packages

for public transport buses and coaches.

VDL Bus Modules bv

Director: Frank Van Geel

De Vest 55

5555 XP Valkenswaard, the Netherlands

T: +31 (0)40 - 208 24 24

F: +31 (0)40 - 208 24 25

info@vdlbusmodules.nl

www.vdlbuscoach.com

Production of modules for luxury coaches,

doubledeckers, VIP coaches, regional buses

and special projects.

VDL Bus Heerenveen bv

Director: Dennis van Opzeeland

Wetterwille 12

8447 GC Heerenveen, the Netherlands

T: +31 (0)513 - 61 85 00

F: +31 (0)513 - 62 97 89

info@vdlbusheerenveen.nl

www.vdlbuscoach.com

Production of buses for public transport,

such as city and regional buses.

VDL Bus Venlo bv

Director: Mark Bakermans

Huiskensstraat 49

5916 PN Venlo, the Netherlands

T: +31 (0)77 - 320 00 80

F: +31 (0)77 - 351 70 48

info@vdlbusvenlo.nl

www.vdlbuscoach.com

Production of mini & midi buses for coach and

public transport, police vehicles, taxi buses,

airport transport and special transport (such

as disabled persons and VIP) in all possible

types. Also body repair of cars and commercial

vehicles under the trade name VDL Kusters as

part of ABS Autoherstel.

(www.absvdlkusters.nl / T: +31 (0)77 - 351 70 45)

VDL Bus Roeselare nv

Director: Peter Wouters

Schoolstraat 50

8800 Roeselare, Belgium

T: +32 (0)51 - 23 26 11

F: +32 (0)51 - 23 27 90

info@vdlbusroeselare.be

www.vdlbuscoach.com

Production of buses for public transport,

luxury coaches, VIP coaches and carrying out

special projects.

Advanced Public Transport Systems bv

Director: Ruud Bouwman

Steenovenweg 1

5708 HN Helmond, the Netherlands

T: +31 (0)492 - 56 20 13

F: +31 (0)492 - 56 23 38

apts.info@apts-phileas.com

www.vdlbuscoach.com

Development, production and sales of high-

quality public transport systems.

VDL Bus Valkenswaard bv

Director: Marc van Doorn

De Vest 9

5555 XL Valkenswaard, the Netherlands

T: +31 (0)40 - 208 46 11

F: +31 (0)40 - 204 20 45

info@vdlbusvalkenswaard.nl

www.vdlbuscoach.com

Production of luxury coaches, VIP coaches,

regional buses and carrying out special projects.

VDL Bus & Coach Nederland bv

Director: Willem van der Leegte

De Vest 51

5555 XP Valkenswaard, the Netherlands

T: +31 (0)40 - 208 44 00

F: +31 (0)40 - 208 44 99

info@vdlbuscoach.com

www.vdlbuscoach.com

Sales and after sales for all VDL Bus & Coach

products in the Netherlands.

VDL Bus & Coach France sarl

Director: Frank de Leeuw

5, rue du Pont de la Brèche

Z.A.E. ‘Les Grandes Vignes’

95192 Goussainville Cedex, France

T: +33 (0)1 - 343 88 940

F: +33 (0)1 - 343 88 941

info@vdlbuscoach.fr

www.vdlbuscoach.com

Sales, after sales and parts for all VDL Bus &

Coach products in France.

VDL Bus & Coach Italia s.r.l. a socio unico

Director: Anno Dirksen

Piazza dei Beccadori, 12

41057 Spilamberto (MO), Italy

T: +39 059 - 78 29 31

F: +39 059 - 78 59 80

info@vdlbuscoach.it

www.vdlbuscoach.com

Sales, after sales and parts for all VDL Bus &

Coach products in Italy.

VDL Bus & Coach Belgium

Director: Willem van der Leegte

Schoolstraat 50

8800 Roeselare, Belgium

T: +32 (0)51 - 23 26 06

F: +32 (0)51 - 23 27 63

info@vdlbuscoach.be

www.vdlbuscoach.com

Sales, after sales and parts for all VDL Bus &

Coach products in Belgium and Luxembourg.

B u s e s & C o A C h e s

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VDL Bus & Coach South Africa (Pty) Ltd

Director: Sam Mansingh / Jan-Cees Santema

Isando Business Park

Unit H1

Cnr Gewel & Hulley Street

1600

Isando, South Africa

T: +27 (0)11 - 392 14 70

F: +27 (0)11 - 392 43 93

info@vdlbuscoach.co.za

www.vdlbuscoach.com

Sales, after sales and parts for all VDL Bus &

Coach products in South Africa.

VDL Bus & Coach Serbia d.o.o. Beograd

Director: Branislav Radovanović

Ganijeva 99d

11070 Belgrade, Serbia

T: +381 11 2166 525

F: +381 11 3189 760

info@vdlbuscoach.rs

www.vdlbuscoach.com

Sales, after sales and parts for all VDL Bus &

Coach products in Serbia.

VDL Bus & Coach Danmark A/S

Director: John Lausen

Naverland 21

2600 Glostrup, Denemarken

T: +45 70 23 83 23

F: +45 70 23 84 23

info@vdlbuscoach.dk

www.vdlbuscoach.com

Sales, after sales and parts of all VDL Bus &

Coach products in Denmark.

VDL Bus Center bv

Director: Manon Raynal

De Run 4232

5503 LL Veldhoven, the Netherlands

T: +31 (0)40 - 295 46 35

F: +31 (0)40 - 255 78 80

info@vdlbuscenter.com

www.vdlbuscenter.com

Purchase and sales of used buses and

coaches of all makes and models.

VDL Bus Center GmbH

Director: Burkhard Gieffers / Manon Raynal

Oberer Westring 2

Industriegebiet West

33142 Büren, Germany

T: +49 (0)2951 - 98 920

F: +49 (0)2951 - 76 53

info@vdlbuscenter.de

www.vdlbuscenter.com

Purchase and sales of used buses and

coaches of all makes and models.

VDL Bus Center sarl

Director: Manon Raynal

5, rue du Pont de la Brèche

Z.A.E. ‘Les Grandes Vignes’

95192 Goussainville Cedex, France

T: +33 (0)1 - 39 33 99 00

F: +33 (0)1 - 34 38 93 42

info@vdlbuscenter.fr

www.vdlbuscenter.com

Purchase and sales of used buses and

coaches of all makes and models.

VDL Busland bv

Director: Ton Behr

Steenoven 17

5626 DK Eindhoven, the Netherlands

T: +31 (0)40 - 262 86 00

F: +31 (0)40 - 262 86 86

info@vdlbusland.nl

www.vdlbusland.nl

Specialized workshop for the maintenance,

repair and damage repair of all makes of

coaches and buses.

VDL Parts bv

Director: Peter Schellens

De Run 5410

5504 DE Veldhoven, the Netherlands

T: +31 (0)40 - 208 41 00

F: +31 (0)40 - 204 88 22

info@vdlparts.nl

www.vdlparts.com

Worldwide purchase and sales, logistics and

information provision for all original VDL Bus

& Coach spare parts and related accessories.

B u s e s & C o A C h e s

VDL Bus & Coach Polska Sp. z o.o.

Director: Bolesław Piekorz

Straszków 121

62-604 Kośielec, Poland

T: +48 (0)63 - 261 60 91

F: +48 (0)63 - 261 04 80

info@vdlbuscoach.pl

www.vdlbuscoach.com

Sales, after sales and parts for all VDL Bus &

Coach products in Poland.

VDL Bus & Coach Deutschland GmbH

Director: Silke Tödter

Oberer Westring 1

Industriegebiet West

33142 Büren, Germany

T: +49 (0)2951 - 60 80

F: +49 (0)2951 - 60 82 22

info@vdlbuscoach.de

www.vdlbuscoach.com

Sales, after sales and parts for all VDL Bus &

Coach products in Germany.

VDL Bus & Coach (Suisse) GmbH

Director: Bernard Donzé

Erlenstrasse 29

Postfach

2555 Brügg, Switzerland

T: +41 (0)32 - 366 65 65

F: +41 (0)32 - 366 65 66

info@vdlbuscoach.ch

www.vdlbuscoach.com

Sales, after sales and parts for all VDL Bus &

Coach products in Switzerland.

VDL Bus & Coach Czech Republic s.r.o.

Director: Pavel Schlosser

Učňovská 177

38001 Dačice, Czech Republic

T: +420 384 420 348

F: +420 384 420 348

info@vdlbuscoach.cz

www.vdlbuscoach.com

Sales, after sales and parts for all VDL Bus & Coach

products in the Czech Republic and Slovakia.

51

F i n i s h e D p r o D u C t s

VDL Agrotech bv

Director: Brian van Hooff

Hoevenweg 1

5652 AW Eindhoven, the Netherlands

T: +31 (0)40 - 292 55 00

F: +31 (0)40 - 292 55 01

info@vdlagrotech.nl

www.vdlagrotech.com

Equipment for intensive livestock keeping,

including engineering and erection of complete

turnkey projects. Manure drying tunnel.

VDL Industrial Products bv

Director: Carlos Ooijen

Hoevenweg 3

5652 AW Eindhoven, the Netherlands

T: +31 (0)40 - 292 55 80

F: +31 (0)40 - 292 55 02

info@vdlindustrialproducts.com

www.vdlindustrialproducts.com

Sales and service of components for dust

extraction installations and bulk material

handling such as modular tube systems, rotary

valves, fans, cyclones, diverter and butterfly

valves and vibrating conveyors. Also sales and

service of complete systems for explosion

and fire-protection of industrial processes.

VDL Steelweld bv

Director: Peter de Vos

Terheijdenseweg 169

4825 BJ Breda, the Netherlands

T: +31 (0)76 - 579 27 00

F: +31 (0)76 - 587 47 54

info@vdlsteelweld.com

www.vdlsteelweld.com

Design, production, installation and service

of robotized production automation systems

with a wide range of handling, assembly and

connection joining techniques for industrial

applications including for the automotive

industry. Also active in product development,

prototype manufacture and production of

special machines and series production of

mechatronic modules and systems for

applications in industrial vehicle technology

and agricultural vehicles.

VDL Steelweld UK

Director: Darren Dowsett / Peter de Vos

Unit 3, The Barford Exchange

Wellesbourne Road, Barford

Warwickshire, CV35 8AQ, United Kingdom

T: +44 (0)1926 62 47 10

info@vdlsteelweld.com

www.vdlsteelweld.com

Design, production, installation and service

of robotized production automation systems

with a wide range of handling, assembly and

connection joining techniques for industrial

applications including for the automotive

industry.

VDL Steelweld GmbH

Director: Peter de Vos

Max Planck Straße 38

50858 Köln, Germany

T: +49 (0)2234 - 200 10 60

F: +49 (0)2234 - 200 33 17

info@vdlsteelweld.com

www.vdlsteelweld.com

Design, production, installation and service

of robotized production automation systems

with a wide range of handling, assembly and

connection joining techniques for industrial

applications including for the automotive

industry.

Hapro International bv

Director: Dick van de Linde

Fleerbosseweg 33

4421 RR Kapelle, the Netherlands

T: +31 (0)113 - 36 23 62

F: +31 (0)113 - 36 23 99

info@hapro.com

www.hapro.com

Develops, produces, assembles and

distributes sunbeds for both the consumer

market and professional tanning studios.

Sales of accessories for the tanning market.

Development, production and assembly of

car roof boxes and bicycle carriers.

Hapro Deutschland GmbH

Director: Dick van de Linde

Südring 6

56412 Ruppach-Goldhausen, Germany

T: +49 (0)2602 - 940 00

F: +49 (0)2602 - 940 049

kontakt@hapro.com

www.hapro.com

Sales and service of professional sunbeds for

commercial use. Accessories for the tanning

market.

VDL Klima bv

Director: Wim Jenniskens

Meerenakkerweg 30

5652 AV Eindhoven, the Netherlands

T: +31 (0)40 - 298 18 18

F: +31 (0)40 - 298 18 00

info@vdlklima.com

www.vdlklima.com

Development and production of heat exchangers

(such as air/air and air/water coolers, boxcoolers,

shell and tube heat exchangers) and ventilation

systems for various applications such as electrical

propulsion systems and power generators,

transformers and converters.

Klima Warmtetechniek nv

Director: Wim Jenniskens

Buitenheide 4

3930 Hamont-Achel, Belgium

T: +32 (0)11 - 80 47 00

F: +32 (0)11 - 66 12 40

klima.wt@vdlklima.com

www.vdlklima.com

Production company of VDL Klima products.

VDL Klima Belgium nv

Director: Wim Jenniskens

Planet II, Unit A.4.0

Leuvensesteenweg 542

1930 Zaventem, Belgium

T: +32 (0)2 - 720 60 26

F: +32 (0)2 - 720 34 07

klima.belgium@vdlklima.com

www.vdlklima.com

Sales office for products of VDL Klima and

Klima Warmtetechniek.

52

VDL Klima France sarl

Director: Pascal Pécuchet

276 Avenue de la Marne

Chateau Rouge

59708 Marcq en Baroeul, France

T: +33 (0)320 - 65 91 65

F: +33 (0)320 - 65 91 60

klima.france@vdlklima.com

www.vdlklima.com

Development and sales of heat exchangers

and cooling units for the electromechanical

industry and other industrial applications.

VDL KTI nv

Director: William van Hout

Nijverheidsstraat 10

Industrial Area II

2400 Mol, Belgium

T: +32 (0)14 - 34 62 62

F: +32 (0)14 - 34 62 63

info@vdlkti.be

www.vdlkti.be

Development and production of parts for industrial

furnaces (convection/radiation), as well as

complete furnace modules, pressure vessels,

heat exchangers and separation modules for

the chemical, petrochemical, oil and gas industry.

VDL Delmas GmbH

Director: Jörg Nelius

Breitenbachstraße 10

13509 Berlin, Germany

T: +49 (0)30 - 438 09 20

F: +49 (0)30 - 438 09 226

info@vdldelmas.de

www.vdldelmas.de

Development, production and delivery of

heat exchangers, cooling units and related

aggregates for industrial applications.

VDL Containersystemen bv

Director: Frans van Dommelen

Industrieweg 21

5527 AJ Hapert, the Netherlands

T: +31 (0)497 - 38 70 50

F: +31 (0)497 - 38 68 55

sales@vdlcontainersyst.nl

www.vdlcontainersystemen.com

Development, production, sales, repair and

installation of hydraulic container-handling

systems (hook-arm systems, skiploaders and

cable systems), container trailers and

containers. Development, production, sales

and repair of spreaders and AGV’s for

handling 20, 40 and 45 feet ISO containers.

VDL Containersysteme GmbH

Director: Frans van Dommelen

Wilhelmshavenstraße 33

26316 Varel-Winkelsheide, Germany

T: +49 (0)4451 - 96 94 93

F: +49 (0)4451 - 96 96 85

sales@vdlcontainersyst.nl

www.vdlcontainersystemen.com

Sales and after sales of container handling

systems and trailers in Germany.

VDL Weweler bv

Director: Dick Aalderink

Kayersdijk 149

7332 AP Apeldoorn, the Netherlands

T: +31 (0)55 - 538 51 00

F: +31 (0)55 - 538 51 93

info@vdlweweler.nl

www.vdlweweler.nl

Development, production and sales of air

spring and axle lift systems for manufacturers

of axles, trailers, trucks, buses and coaches.

Weweler-Colaert nv

Director: Jacques Colaert

Beneluxlaan 1-3

8970 Poperinge, Belgium

T: +32 (0)57 - 34 62 05

F: +32 (0)57 - 34 62 08

info@weweler.eu

www.weweler.eu

Development, production and sales of leaf

and parabolic springs for the automotive

industry. Distribution of high quality technical

components for trucks, trailers, semitrailers

and buses.

VDL Weweler Parts bv

Director: Danny Orgers

Minden 12

7327 AW Apeldoorn, the Netherlands

T: +31 (0)55 - 538 04 00

F i n i s h e D p r o D u C t s

F: +31 (0)55 - 538 04 09

info@vdlwewelerparts.nl

www.vdlwewelerparts.nl

Distribution of high-quality technical components

for trucks, trailers, semi-trailers and buses.

Truck & Trailer Industry AS

Director: Øyvind Stenersen

Persveien 20

0581 Oslo, Norway

T: +47 (0)23 - 03 96 00

F: +47 (0)23 - 03 96 01

post@tti.no

www.tti.no

Sales from four offices in Norway of VDL

Weweler suspension systems and spare parts

for trucks, trailers and buses.

PMB-UVA International bv

Director: Marius Ponten

Meerenakkerweg 32

5652 AV Eindhoven, the Netherlands

T: +31 (0)40 - 282 50 00

F: +31 (0)40 - 282 50 01

sales@pmb-uva.com

www.pmb-uva.com

Development, production, sales and service

for the tobacco and packaging industries.

Machines for the production and packaging of

cigars. Vertical form, filling and sealing machines

for food, animal feed and detergent sectors.

VDL USA Inc

Director: George van Bergen

8111 Virginia Pine Ct.

Richmond VA 23237, USA

T: +1 804 - 275 80 67

F: +1 804 - 271 30 96

info@vdlusa.com

www.vdlusa.com

Sales and service of VDL products in North

America.

VDL Middle East fzCo

Director: Rémi Henkemans

5WA (West Wing)

Dubai Airport Free Zone,

United Arab Emirates

Sales, after sales and service of VDL products

in the Middle East.

V D L G r o e p

F i n A n C i A L r e p o r t

2 0 1 2

53

54

Assets 31 December 2012 31 December 2011

Fixed assets

Intangible fixed assets

Goodwill 481 199

Tangible fixed assets

Buildings and land 421,228 287,078

Machinery and installations 88,180 48,969

Other fixed assets 36,766 29,387

546,174 365,434

Financial fixed assets

Participations 35,033 24,741

Other financial fixed assets 2,579 5,025

37,612 29,766

Current assets

Stocks

Raw materials and consumables 136,099 133,623

Work in progress 150,003 156,265

Finished products and commodities 98,766 78,844

Advance payments for projects in progress -114,776 -10,644

270,092 358,088

Accounts receivables

Trade debtors 308,085 289,928

Other receivables and accrued income 19,444 10,285

327,529 300,213

Cash at bank and in hand 221,781 8,528

1,403,669 1,062,228

C o n s o L i D A t e D B A L A n C e ( x 1,000 euro )

55

Liabilities 31 December 2012 31 December 2011

Group capital

Shareholders’ equity 788,049 576,226

Third party interests 431 1,412

788,480 577,638

provisions

Pension provisions 1,527 1,470

Warranty provisions 27,415 25,355

Taxation provisions 42,630 19,014

Other provisions 142,013 7,751

213,585 53,590

Long-term liabilities

Debts to credit banks 143,646 56,004

Current liabilities

Debts to credit banks 17,914 118,225

Debt to suppliers 145,983 157,323

Taxes and social security contributions 20,449 23,047

Other debts and deferred liabilities 73,612 76,401

257,958 374,996

1,403,669 1,062,228

56

2012 2011

net turnover 1,628,857 1,574,805

Changes in stocks -34,914 -10,814

Inter-company trading 2,425 1,314

Other operating income 8,825 9,681

total operating income 1,605,193 1,574,986

Costs of raw materials and consumables 854,994 794,529

Subcontracted work and other external costs 235,580 261,438

Salaries and wages 303,094 295,105

Social security contributions and other personnel costs 80,201 76,004

Depreciation of (in)tangible fixed assets 32,490 30,465

Other operating costs 11,427 21,170

total operating costs 1,517,786 1,478,711

operating profit 87,407 96,275

Financial expenses -9,045 -8,005

profit on ordinary activities 78,362 88,270

Profit on non-consolidated shareholdings -2,683 -4,893

profit before tax 75,679 83,377

Tax -19,923 -18,312

Third party interests 999 949

net profit after tax 56,755 66,014

C o n s o L i D A t e D p r o F i t

A n D L o s s A C C o u n t ( x 1,000 euro )

57

2012 2011

source of funds

Profit appropriation 56,755 66,014

Depreciation (in)tangible fixed assets 32,490 30,465

Change to consolidated participations 158,420 791

Change to non-consolidated participations - 546

Other financial fixed assets transactions 751 757

Long-term loans taken up 110,000 5,000

Correction to repayment obligations on long-term loans - 40,000

Changes in provisions 27,623 1,851

386,039 145,424

Application of funds

Third party interests 981 929

Investments minus desinvestments 61,546 52,100

Repayment on long-term loans 22,358 17,908

Change to non-consolidated participations 10,292 -

Other changes in equity 21,251 25,126

116,428 96,063

Changes in working capital 269,611 49,361

s t A t e m e n t o F s o u r C e A n D

A p p L i C A t i o n o F F u n D s ( x 1,000 euro )

58

p r o V i s i o n s

General

Applicability of provisions

The annual accounts have been prepared in accordance with the provisions

of Section 9, Book 2 of the Dutch Civil Code. The valuation of assets and

liabilities and determination of the result are based on the historical cost

convention. Unless otherwise indicated in the discussion of the relevant

principle for the specific balance sheet item, assets and liabilities are stated

at face value. Income and expenses are allocated to the year to which they

apply. Profit is only included when realized on the balance sheet date.

Liabilities and any losses originating before the end of the year under review

are only accounted for if they were known before the annual accounts were prepared. The explanations provided on the

consolidated balance sheet and profit and loss account are also applicable to the consolidated profit and loss account, unless

otherwise stated.

Consolidation

The consolidated annual accounts of VDL Groep bv include the financial details of all companies belonging to the group and

other legal entities over which a controlling interest can be exercised either directly or indirectly. The consolidated annual

accounts have been prepared in accordance with the provisions for the valuation and determination of results of VDL Groep bv.

Financial information relating to the group companies and other legal entities and companies included in the consolidation, are

fully included in the consolidated financial statements, eliminating the intercompany relationships and transactions. Investments

in third parties and results of group companies are separately disclosed in the consolidated financial statements.

Acquisition of shareholdings in group companies

The results of newly acquired group companies and other legal entities and companies included in the consolidation are included

from the acquisition date. The assets, provisions and liabilities are measured at fair values as at that date. The results of divested

shareholdings, or shareholdings that no longer fulfil the criteria of group companies, are accounted for in the annual accounts

until the date the group relationship ended. Any differences between the acquisition price and share of the net asset value at the

start of the year under review of the companies acquired during the financial year are, in the case of goodwill, capitalized under

intangible fixed assets and amortized over the useful economic life. If the case of negative goodwill, the difference between the

acquisition price and the share of net assets acquired is put into a statutory reserve.

Foreign currencies

Amounts in foreign currency on the balance sheet are converted into euro at fixed exchange rates that approximate the

exchange rates valid on the balance sheet date. Exchange rate differences that originate from group companies having claims

on or debts to third parties or one another are debited or credited to the profit and loss account. Exchange rate differences

that originate from the conversion of equity belonging to shareholdings into euro will be booked directly to equity. Turnover,

costs and results of the shareholdings are booked to the profit and loss account after being converted into euro at fixed rates

that approximate the exchange rates valid on the balance sheet date.

59

Valuation principles for the balance sheet

Intangible fixed assets

Intangible fixed assets relate to the costs of goodwill at the time of take-over. Goodwill is valued at the difference between the

acquisition price and the share in the net asset value of the acquired companies, less accumulated depreciation and extraordinary

capital reductions. The depreciation period is 10 years and starts from the commencement of the financial year in which the

goodwill costs originated. Negative goodwill is listed under statutory reserves.

Tangible fixed assets

Company land and buildings are valued at the current appraised value, being the value by private treaty with continued use,

with costs for the purchaser’s account, less depreciation and taking into account the expected lifespan of the assets in question.

A deferred tax liability of 15% is taken into account in the revaluation of buildings. The remaining tangible fixed assets are

valued at purchase price less depreciation, taking the expected useful life into account. The expected life per category is:

Company buildings: 20 - 33 years

Renovations and facilities: 5 - 20 years

Plant and machinery: 5 - 10 years

Other fixed operating assets: 5 - 7 years

Investments during the year under review are written off pro rata temporis.

Financial fixed assets

Shareholdings are valued at their share in the net asset value. The value of assets, liabilities and profit of shareholdings in which

the company has a controlling interest are determined in accordance with the principles applicable to these annual accounts.

Claims on group companies and minority interests and other financial fixed assets are valued at nominal value or market value, if

lower. Also included under financial fixed assets, due to the available forward offset of losses, is part of the deferred tax credit that

cannot be set off against deferred tax obligations. Expectations are that this deferred tax credit will not be settled in the near

future. For the applicable valuation principles, refer to the paragraph on “deferred tax credits and obligations”.

Stocks and work in hand

Stocks of raw materials and consumables are valued at fixed transfer prices based on the last known purchase price plus

various surcharges. If necessary, a provision for non-saleability is established. Work in hand (including semi-finished products

and development costs of new products) is valued on the basis of the overall cost price of the materials processed and hours

worked, less a provision for obsolete stock and expected losses. Invoiced instalments are deducted. Stocks of finished products

and commodities are valued at the cost price or fixed transfer price, based on the last known purchase price plus various

surcharges, minus the provision considered necessary for nonsaleability.

Accounts receivable

Receivables, including taxes, prepayments and accrued income, are valued at face value less a necessary provision for bad

debts. Included under receivables, due to the available forward offset of losses, is part of the deferred tax credit that cannot be

set off against deferred tax obligations. Expectations are that this deferred tax credit will be settled in the near future.

60

Provisions

The pension provision is valued at cash value. The other provisions mainly concern warranty obligations, bridging loans,

reorganization, maintenance of buildings, soil remediation and anniversary benefits. Provisions are taken at the current value of

the estimated obligations.

Deferred tax credits and obligations

Deferred tax obligations relate to future tax obligations resulting from the differences between the valuation of the assets and

liabilities according to the balance sheet and the valuation for tax purposes of said items. Deferred tax obligations are calculated in

line with the current rate of corporation tax, and at 15% with regard to the revaluation of company buildings. Deferred tax

credits relate to future tax credits due to the available forward offset of losses and are calculated in line with the current rate of

corporation tax. If and to the extent that such can be legally justified, the deferred tax credits ensuing from the available forward

offset of losses are set off against the deferred tax obligations. If such offset is not possible, the deferred tax credits are booked

as financial fixed assets or receivables, depending on the anticipated time of settlement.

Other assets and liabilities

Other assets and liabilities are entered at face value.

Accounting principles for determining the result

Taking the aforementioned principles into account, the result is determined as the difference between the sales value of goods

and services supplied during the financial year and the costs and other expenses valued at historical cost price. Profit is realised

at the time of billing. Losses are recorded as soon as they become known.

Profits from non-consolidated shareholdings

Profits from non-consolidated shareholdings are accounted for in accordance with the net assets method.

Tax

Tax on profit is calculated at the nominal rate applicable to the financial year in question, whereby tax facilities are taken into account.

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