INTERIM FINANCIAL REPORT

Transcription

1 INTERIM FINANCIAL REPORT January-March 2015

2 2 Braas Monier Building Group S.A. Interim Financial Report KEY FINANCIAL INFORMATION PROFIT AND LOSS (EUR MILLION) Q Q Change Revenues % thereof Western Europe % thereof Central, Northern & Eastern Europe % thereof Southern Europe % thereof Asia & Africa % thereof Chimneys & Energy Systems % thereof Central Products & Services % Reconciliation / inter-segment revenues % Gross Profit % in % of revenues 24.3 % 24.1 % Operating EBITDA (1) % in % of revenues 6.8 % 8.3 % thereof Western Europe % thereof Central, Northern & Eastern Europe % thereof Southern Europe % thereof Asia & Africa % thereof Chimneys & Energy Systems >-100 % thereof Central Products & Services >-100 % Operating income (1) % in % of revenues -2.0 % -1.5 % Non-operating result (1) >100 % EBIT % Net financial result % Profit (Loss) for the period % OTHER FINANCIAL KEY FIGURES (EUR MILLION) Q Q Change Net cash from operating activities % Capital expenditure (1) / (2) % 31 Mar Mar 2014 Change Equity >100 % Capital employed (1) / (3) % Net debt (4) % Net debt / Operating EBITDA (LTM) (1) 2.4x 2.8x n.a. Operating EBITDA (LTM) (1) / net interest expense (LTM) 5.7x 5.3x n.a. Employees, full-time equivalents (FTE) at the end of the period % REVENUES BY PRODUCT GROUP (EUR MILLION) Q Q Change Concrete roof tiles % Clay roof tiles % Components % Chimneys % Other % Total Revenues % (1) Non-IFRS-GAAP figure (2) Defined as additions to property, plant & equipment (3) Defined as tangible assets plus inventories plus trade and other receivables minus total payables (4) Calculated as external financial debt minus cash and cash equivalents Due to rounding, slight discrepancies in totals and percentage figures may occur.

3 Braas Monier Building Group S.A. Interim Financial Report Company highlights 3 COMPANY HIGHLIGHTS AT A GLANCE CONTENTS BRAAS MONIER BULIDING GROUP Company highlights at a glance 3 Letter to the shareholders 4 Investor Relations 6 Interim Group Management Report 8 Interim Consolidated Financial Statements 24 Notes to the Interim Consolidated Financial Statements 33

4 4 Braas Monier Building Group S.A. Interim Financial Report DEAR SHAREHOLDERS, The strong operating performance and the effective execution of our Top Line Growth (TLG) programme have made the first three months 2015 a promising start into the year for Braas Monier. Volumes in the previous year s period profited strongly from pull-forward effects, driven by unusually mild weather in Europe, and such exceptionally high volume levels are obviously difficult to repeat. However, through our successful TLG programme we have managed to limit the volume decline in the first quarter to such an extent that together with acquisitions and positive currency effects we have even grown the business slightly. At the same time, positive pricing and an on-going focus on cost management compensated for cost inflation. Operating EBITDA was thus close to the high level of the previous year s quarter, the net result for the period even exceeded 2014 numbers. It is important to continue to focus on strict management of costs. We successfully did so in the first quarter Any anticipated volume growth in the upcoming months will thus strongly contribute to our EBITDA growth. We also continued to reduce our leverage ratio significantly, even after including the value- accretive acquisition of Cobert. At the current level, we are to qualify for a margin step-down in our Term Loan B and our Revolving Credit Facility, accounting for annualised savings on interest expenses of approximately EUR 1 million. In April we signed an agreement to acquire Golden Clay Industries Sdn Bhd (GCI), leader in Malaysia for manufacturing and supplying clay roof tiles and fittings and one of only a few manufacturers in the Asia-Pacific region using modern H-cassette technology. Following the completion of the acquisition of Cobert in January, this is another important step in growing our business through our TLG programme. We view this performance as a very good basis for achieving our full-year targets and creating further value for our shareholders. Luxembourg, 6 May 2015

5 Braas Monier Building Group S.A. Interim Financial Report Letter to the shareholders 5 GERHARD MÜHLBEYER Global Industrial Director PEPYN DINANDT Chief Executive Officer MATTHEW RUSSELL Chief Financial Officer

6 6 Braas Monier Building Group S.A. Interim Financial Report INVESTOR RELATIONS The shares of the Braas Monier Building Group S.A. (ISIN LU , WKN BMSA01) are traded in the regulated market (Prime Standard) of the Frankfurt Stock Exchange. We opted for the Prime Standard of the regulated market of Frankfurt Stock Exchange and thus for the highest international transparency standards, and comprehensive capital market communication. Effective from 22 September 2014 our share was included in the SDAX, the German small-cap segment of Deutsche Börse AG. The inclusion in the SDAX was an additional important step for us to significantly increase Braas Monier s visibility in the international capital markets. KEY INFORMATION BRAAS MONIER BUILDING GROUP S.A. SHARES ISIN WKN Stock Exchange Code Reuters Instrument Code Bloomberg Code LU BMSA01 BMSA BMSA.DE / BMBG.F BMSA GR / BMSA GY No. of shares outstanding 39,166,667 Transparency Standard Prime Standard Frankfurt Stock Exchange Market Segment Regulated Market Sector Construction Subsector Building Materials Index: SDAX Specialist Designated Sponsors Baader Bank AG J.P. Morgan Securities PLC HSBC Trinkaus & Burkhardt AG Share Price (Xetra Closing) High (30 March 2015) EUR Low (9 January 2015) EUR Ultimo (31 March 2015) EUR Market Capitalisation (31 March 2015) EUR million Free Float (1) % Net income per share 2014 EUR 1.02 Dividend per share 2014 (2) EUR 0.30 (1) According to definition of Deutsche Börse AG (2) Dividend proposal to the AMG (to be held on 13 May 2015) Our Investor Relations activities have strongly focused on intensifying the relationship with existing shareholders as well as presenting the equity story to further potential, long-term oriented investors in personal meetings on roadshows or capital markets conferences in London, Frankfurt, Munich, Paris, Milan, Zurich, Luxembourg, New York and Boston in the first months of 2015.

7 Braas Monier Building Group S.A. Interim Financial Report Investor Relations 7 Our dividend policy is directly linked to our financial leverage. We intend to pay dividends, targeting a dividend ratio between 25 % and 50 % of the consolidated net profit, only when and in respect of fiscal years in which both the reported leverage ratio (defined as Operating EBITDA to net debt) as of 31 December of such year and the expected leverage ratio as of 31 December of the year of the dividend payment, is less than 2.0 times. The achieved leverage ratio in 2014 (1.7 times) and the current expectations for the leverage ratio at the end of 2015 thus allow for a dividend payment in 2015 for the business year At the first Annual General Shareholders Meeting (AGM), which will be held in Luxembourg on 13 May 2015, the Board of Directors propose to the shareholders a first and substantial dividend payment of EUR 0.30 per ordinary share. This would result in a cash dividend payment in the total amount of EUR 11.8 million, representing a payout-ratio of 29.4 % of net profit attributable to ordinary shareholders. RESEARCH COVERAGE Date Institute Target Price (EUR) Recommendation March 2015 Berenberg Buy May 2015 Exane BNP Paribas Outperform March 2015 Goldman Sachs Buy April 2015 HSBC Hold March 2015 Jefferies Buy March 2015 J.P. Morgan Overweight March 2015 UBS Buy SHAREHOLDER STRUCTURE Regional split of Free Float (excl. Board of Directors / Senior Management) according to Shareholder Identification, December 2014 HEADLINE Rest of World / Retail / Unidentified 16.2 Monier Holding S. C. A Germany 7.1 in % UK & Ireland 38.5 North America 18.2 of Directors/ Management 1.16 Continental Europe (excl. Germany) 20.0

8 8 Braas Monier Building Group S.A. Interim Financial Report INTERIM GROUP MANAGEMENT REPORT Market development We are a leading manufacturer and supplier of pitched roof products, including both roof tiles and roofing components, in Europe, parts of Asia and South Africa, based on volumes sold. We have been making pitched roof products for almost a century, and our expertise, developed over this extended period of time, covers all steps of the manufacturing process and makes us a preeminent roofing manufacturer. We are one of the few manufacturers to sell both a comprehensive range of concrete and clay tiles for pitched roofs and complementary roofing components designed to cover various functional aspects of roof construction. In 2014, we generated approximately 90 % of our revenues in Europe, with Germany (27 % of revenues in 2014) being the most significant single market, followed by the United Kingdom (12 %), France (11 %) and Italy (6 %). Outside Europe, Malaysia is our biggest single market, accounting for 4 % of revenues in In an industry with low visibility, short-term quarterly trends are difficult to assess precisely. This is even more the case in a quarter in which unusual weather patterns distort the comparison with the previous years. For the full year 2015, Braas Monier expects further strong growth for the United Kingdom and moderate growth in other European countries, such as Spain and Portugal, the Netherlands, Poland, Hungary and Turkey. A stable development is anticipated for Germany, Austria and also Italy, where the market should have reached its trough. France is expected to further decline, albeit at a much lower rate than in 2014, before reaching its low point in In the emerging markets, growth is foreseen especially in Indonesia and South Africa. The components business is expected to show a good improvement in performance supported by rising national and international building standards, especially in regards to energy efficiency and safety. With regard to the Chimney & Energy Systems business, expectations are for a similar development to the roofing business in the respective markets. During the first three months of 2015, Management did not observe significant trends in the individual markets that made major adjustments to these underlying expectations appear sensible.

9 Braas Monier Building Group S.A. Interim Financial Report Interim Group Management Report 9 ADDITIONAL GROWTH POTENTIAL TAPPED VIA BOLT-ON M&A Cobert (Spain and Portugal) We won additional mid-term revenues and earnings potential with the takeover of Cobert, the Spanish and Portuguese market leaders in roof tiles. The transaction was closed on 15 January For 2014 (1), Cobert reported revenues of EUR 34.0 million (2013: EUR 32.1 million) and an EBITDA of EUR 3.5 million (2013: EUR 0.4 million). Following a restructuring of the operating businesses in the past years, revenues and earnings are expected to further improve signifi cantly in Short-term revenue growth will be driven by the export business while a more stable development is foreseen in Spain and Portugal in Overall, we expect these businesses to grow revenues in 2015 to around EUR 38 million and to improve EBITDA to approximately EUR 5 million including synergies. In the next three years, we expect to realise synergies of around EUR 1.5 million, particularly related to the components business. Medium term, revenues are expected to continue growing at a high single-digit percentage rate on average, with the EBITDA margin gradually improving towards current Group levels. In a normalised environment and including synergies we believe these companies may have a revenue potential of at least EUR 50 million and around EUR 10 million in EBITDA, thus reaching profi tability levels that Braas Monier already achieved in several comparable markets in Southern Europe in the past under normal market conditions. Golden Clay Tiles (Malaysia) On 10 April 2015, Braas Monier signed an agreement to acquire Golden Clay Industries Sdn Bhd (GCI), leader in Malaysia for manufacturing and supplying clay roof tiles and fi t- tings. With the agreed acquisition of Golden Clay Industries we further extend our leadership position in Malaysia and acquire one of the premium H-cassette manufacturers in the Asia-Pacifi c region, which we believe will deliver sizeable synergies. Amongst other things, this will provide us with a strong strategic position to better supply clay tiles to other markets in the Asia-Pacifi c region, such as China, India and Indonesia, and to leverage our existing components business in the region. For 2014, GCI reported revenues of MYR 35.0 million and an EBITDA of MYR 8.5 million, on a pro-forma basis. Including substantial synergies, Management believes GCI will in the medium term increase revenues to more than MYR 55 million and EBITDA to at least MYR 21 million, leading to a strong cash fl ow profi le. The acquisition will be fi nanced from free cash fl ow and is expected to be closed latest in October (1) Uralita Report to the second-half year 2014

10 10 Braas Monier Building Group S.A. Interim Financial Report Braas Monier Production Footprint in Malaysia With revenues of EUR 52.6 million in 2014, Malaysia is the fifth largest single market for the Braas Monier Building Group and the largest outside Europe. Our Group has over 50 years of experience in the Malaysian roof tile market, which today is the Asia-Pacific hub for Braas Monier. Sungei Petani Bercham Rawang Kuala Lumpur Malaysia Gambang Bukit Kemuning Dengkil Beranang Machap Malaysia Golden Clay Industries 8 Factories 8 Delivery Service Centers 10 Sales Offices 1 Roof Academy Center Head Office Concrete roof tile plant Components plant Financial review INCOME STATEMENT From January to March 2015, Braas Monier achieved a promising start into 2015 with stable revenues, a strong Operating EBITDA and a significantly improved net result for the period. Through our improved financial leverage we will benefit from an interest rate reduction in our Term Loan B and Revolving Credit Facility. Our business in the Asia-Pacific region will be strengthened further through the initiated acquisition of Golden Clay Industries in Malaysia. Following the completion of the acquisition of Cobert in January, this is another important step in growing our business through our Top Line Growth programme (TLG) and creating value for our shareholders.

11 Braas Monier Building Group S.A. Interim Financial Report Interim Group Management Report 11 REVENUES (EUR MILLION) 1,400 1,200 1,219 1,211 1, Q Q Q Q Q Q Q Q Q Revenues per quarter Cumulative revenues Volumes in the previous year s period profited strongly from pull-forward effects, driven by unusually mild weather in Europe. Through our successful Top Line Growth (TLG) programme we have managed to limit the resulting volume decline in the first quarter to such an extent that together with acquisitions and positive currency effects we have even grown the business slightly. Revenues in the first three months of 2015 were up by 0.4 %, reaching EUR million (Q1 2014: EUR million). The first time inclusion of Cobert made up for EUR 6.1 million of revenues, another EUR 6.3 million resulted from favourable currency movements, especially relating to the depreciation of the Euro against the British Pound, the Malaysian Ringgit, the South African Rand and the Chinese Renminbi. On a like-for-like basis, revenues were down a moderate 4.4 % or EUR 11.3 million. The KPI for European Components, which measures the amount of component revenues (2) per m 2 roofing tiles sold, increased on a comparable basis (i.e. excluding Cobert) in the first quarter from EUR 2.91 per m 2 by 2.4 % to EUR 2.98 per m 2. Including Cobert, the KPI decreased to EUR 2.80 per m 2. The level of components per m 2 roofing tiles sold in Spain and Portugal is currently very low and is a key focus area of our integration plans. In the medium term, increasing this KPI towards a level similar to the one Braas Monier achieves in comparable markets will deliver sizeable synergies. (2) Excluding the components-only brand Klöber

12 12 Braas Monier Building Group S.A. Interim Financial Report OPERATING EBITDA (EUR MILLION) Operating EBITDA margin per quarter % 8.3% 15.3% 19.1% 19.3% 19.7% 15.5% 13.4% 6.8% Q Q Q Q Q Q Q Q Q Operating EBITDA per quarter Cumulative Operating EBITDA The Operating EBITDA declined due to the volume effect in the tiles, components and chimney businesses by EUR 3.6 million from EUR 20.7 million in Q to EUR 17.1 million in the first three months of Inflation in variable and fixed cost was compensated for by positive pricing as well as individual measures to increase efficiencies and to reduce costs. We were able to hold our fixed cost (like-for-like) at the same level as in 2014 thereby protecting our high operational leverage. Any anticipated volume growth in the upcoming months will thus strongly contribute to our EBITDA growth. Positive currency movements were reflected in the Operating EBITDA with EUR 1.0 million. Cobert contributed an almost break-even result in Q1 2015, following normal seasonal patterns. The Operating EBITDA margin stood at a solid 6.3 % in Q1 2015, compared to 8.3 % in the previous year s quarter. Excluding the margin dilution resulting from the first time inclusion of Cobert, Operating EBITDA margin would have reached 7.1 % instead. Depreciation and amortisation amounted to EUR 22.4 million in the first three months of 2015 (Q1 2014: EUR 24.7 million). A non-operating result of EUR 4.3 million was reported in the first three months of 2015 (EUR 0.1 million in Q1 2014). This primarily relates to effects in connection with the acquisition of Cobert in Spain and Portugal. For further details see Note 6. EBIT therefore improved in the three-month period from EUR -3.7 million in 2014 to EUR -0.8 million in 2015.

13 Braas Monier Building Group S.A. Interim Financial Report Interim Group Management Report 13 The net financial result improved by EUR 8.5 million to EUR million (Q1 2014: EUR million). Finance income rose by EUR 1.4 million due to higher exchange gains. Interest costs were EUR 5.1 million lower, following the refinancing in April Losses from changes in the fair value of embedded derivatives amounted to EUR 1.4 million in Q1 2014, but were rather negligible in the first three months of 2015 (EUR 0.1 million). Earnings before taxes (EBT) amounted to EUR million after the first three months of 2015 (Q1 2014: EUR million). By applying the expected full-year tax rate of 32.2 % (Q1 2014: 29.9 %), a tax gain of EUR 3.5 million was shown in Q (Q showed a tax gain of EUR 6.6 million). PROFIT (LOSS) FOR THE PERIOD (EUR MILLION) Q Q1 Q Q Q Q Q Q Q Cumulative Profit (Loss) The seasonally typical negative result for the period from January to March was further reduced in With EUR -7.3 million, it improved by 53.0 % or EUR 8.3 million over the previous year s figure (EUR million). The net result divided by the number of shares outstanding (39,166,667) improved by EUR 0.21 to EUR per share (Q1 2014: EUR per share).

14 14 Braas Monier Building Group S.A. Interim Financial Report BALANCE SHEET The balance sheet total increased by 1.0 % compared to the end of 2014 to EUR 1,478.0 million. Non-current assets increased from EUR million at the end of 2014 to EUR million at the end of March Depreciation and amortisation during the first three months of 2015 amounted to EUR 22.4 million (previous year s period: EUR 24.7 million), thereof EUR 18.9 million relating to property, plant and equipment and EUR 3.5 million relating to intangible assets (Q1 2014: EUR 21.0 million and EUR 3.7 million, respectively). In the first three months of 2015, Braas Monier acquired property, plant and equipment in the amount of EUR 4.5 million as well as intangible assets in the amount of EUR 0.2 million (Q1 2014: EUR 2.5 million and EUR 0.8 million respectively). In total, the Group acquired fixed assets in the amount of EUR 39.0 million in the first three months of 2015 (Q1 2014: EUR 3.2 million), whereof EUR 34.3 million relate to the acquisition of Cobert in Spain and Portugal (see Note 6). Deferred tax assets increased by EUR 15.7 million to EUR 53.2 million, mainly driven by an increase in long-term provisions for pensions (see below / see Note 4). Current assets decreased compared to year end 2014 by EUR 34.3 million to EUR million. This decline was mainly driven by the payout of the purchase price for Cobert (including transaction fees) of EUR 27.0 million during the first quarter The first quarter shows a seasonally typical increase in working capital, which was financed from cash and cash equivalents in Q Due to the weather related pull-forward effects in the previous year s period, this typical build-up was more visible in the current reporting period. Compared to 31 December 2014, inventories increased by EUR 43.3 million and trade accounts receivables by EUR 30.2 million. The cash position decreased by EUR million and was used mainly for financing the described working capital needs and the mentioned acquisition of Cobert (see also Cash flow below). As a result of the positive earnings contribution during the last 12 months and the capital increase of approximately EUR 100 million in connection with the IPO in June 2014, total equity rose from EUR 0.0 million at the end of Q to EUR 73.9 million at 31 March Compared with year-end figures (2014: EUR 92.9 million), total equity declined by EUR 19.0 million, as the increase in long-term provisions for pension liabilities (EUR 29.9 million), resulting from the IFRS accounting treatment of such liabilities in connection with lower interest rates (see below / see Note 4), was booked against equity. Excluding this pure accounting effect, equity in the first quarter 2015 would have risen by 11.7 % compared to 31 December Provisions for pension liabilities and similar obligations rose to EUR million (EUR million at 31 December 2014) on the back of lower discount rates, driven by reduced yields of High Quality Corporate Bonds following the European Central Bank announcement of its 'expanded asset purchase programme' (Quantitative Easing). Since 2010, changes in the discount rate have led to an increase of those provisions of more than EUR 190 million. This pure accounting effect had no impact on cash payments related to pension payments. Despite the significant increase in the liability, cash payments have been stable at a level of around EUR 15 million per annum. The liabilities mostly relate to unfunded schemes in Germany with pensioners being paid directly from the company s free cash flow.

15 Braas Monier Building Group S.A. Interim Financial Report Interim Group Management Report 15 CASH FLOW Net cash used in operating activities was EUR million in the first three months of 2015, EUR 20.5 million higher compared to EUR million in the previous year s period. Due to the weather related pull-forward effects in the previous year s period, the seasonally typical build-up was more visible in the current reporting period. Change in working capital in Q was EUR million (Q1 2014: EUR million). As a result of the improved earnings situation of the Company, net income tax paid in Q was EUR 3.3 million, thus significantly higher than in Q (EUR 0.8 million). Cash outflow relating to the change in provisions was EUR 5.8 million (Q1 2014: EUR 12.3 million) because of lower restructuring related payments. Net cash used in investing activities reached EUR million, EUR 33.7 million less than in Q (EUR -5.9 million). This change reflects the payment of the purchase price for Cobert in Spain and Portugal (EUR 27.0 million, including transaction fees) as well as higher investments in intangible assets and property, plant and equipment, which is mainly a carry - over effect from investment decisions relating to Adjusted for one-time cash costs, adjusted free cash flow from January to March 2015 was EUR million (Q1 2014: EUR million). CASH FLOW AND ADJUSTED FREE CASH FLOW (EUR million) Q Q Change Net cash used in operating activities % Net cash used in investing activities >-100 % Free Cash Flow % Net cash from financing activities >100 % Net Cash Flow % Cash and cash equivalents at the beginning of the period % Effect of exchange rate fluctuations on cash and cash equivalents n.a. Cash and cash equivalents at the end of the period % Adjustments on Free Cash Flow' (above) Acquisitions and dispositions n.a. Refinancing / IPO n.a. Operational restructuring % Warranty / Litigation >100 % Debt repayment (+) / increase (-) >-100 % Adjusted Free Cash Flow % Net cash from financing activities were immaterial in Q (EUR 0.8 million) as well as in Q (EUR 0.1 million).

16 16 Braas Monier Building Group S.A. Interim Financial Report FINANCING AND TREASURY As of 31 March 2015, the financial liabilities of the Group mainly consisted of the Senior Secured Floating Rate Notes of EUR 315 million (EURIBOR basis points) and the remaining outstanding amounts under the Term Loan B of EUR 200 million (EURIBOR basis points). Both instruments mature in From April 2015 on, the Senior Secured Floating Rate Notes are redeemable at the option of the issuer for 101 % (in 2015 and for 100 % in 2016 and thereafter) plus accrued and unpaid interest. The Term Loan B is repayable at any time for 100 %. Further financial flexibility is provided by the Revolving Credit Facility of EUR 100 million, which was completely undrawn at the end of the first quarter According to the Senior Facility Agreement in connection with the refinancing, Braas Monier was required to hedge roughly two thirds of its variable interest. In July 2014, the vast majority of this hedging took place in the amount of EUR 315 million for the Senior Secured Floating Rate Notes, fixing the floating portion at % giving rise to a revised total interest rate of %. The remaining portion under the Term Loan was covered by way of cap instruments. Net debt at the end of Q stood at EUR million, a material improvement over last year s level of EUR million. Pension liabilities, accrued interest and capitalised fees are not part of the Company s net debt definition. On a rolling twelve-month basis (LTM), Operating EBITDA reached EUR million. Hence, net debt to Operating EBITDA (LTM) improved to 2.4 times. One year earlier, this ratio was 2.8 times. Operating EBITDA in relation to interest expense improved to 5.7 times at the end of the first quarter (5.3 times at the end of March 2014). Both ratios show significant headroom to maintenance covenants included in the financial documentation. The Company s Term Loan B (EUR 200 million) as well as its Revolving Credit Facility (EUR 100 million, undrawn as at 31 March 2015) contain ratchets directly related to the leverage ratio, becoming effective in April Based on the current leverage ratio, the Group is to benefit from a margin step-down of 50 basis points in both instruments, accounting for annualised savings on interest expenses of approximately EUR 1 million. TREASURY RATIOS Mar 2015 Mar 2014 Dec 2014 Net debt / Operating EBITDA (LTM) 2.4x 2.8x 1.7x Operating EBITDA (LTM) / net interest expense (LTM) 5.7x 5.3x 5.2x

17 Braas Monier Building Group S.A. Interim Financial Report Interim Group Management Report 17 Segment reporting WESTERN EUROPE (1) (EUR million) Q Q Change Change like-for-like Revenues % -2.8 % Operating EBITDA (2) % 7.9 % in % of revenues 13.9 % 12.5 % Operating income (2) >100 % in % of revenues 6.6 % 3.0 % Non-operating result (2) n.a. EBIT >100 % Q Q Change Capital expenditure (3) % Volumes sold tiles (in million m 2 ) % Employees as of period ended 1,318 1, % (1) Incl. France, United Kingdom, the Netherlands, Belgium (2) Non-IFRS-GAAP figure (3) Represents additions to intangible assets and property, plant and equipment Business development in Western Europe was driven by two opposite trends. The United Kingdom and the Netherlands continued to show significant growth with positive volume and price development as well as increased component sales. France however started weaker into the year with sizeable volume declines, both, in tiles and components. Revenues in Western Europe grew by 1.3 % to EUR 76.5 million (Q1 2014: EUR 75.5 million), also benefitting from favourable foreign exchange effect of the British Pound against the Euro (currency adjusted -2.8 %). Operating EBITDA reached EUR 10.6 million, an increase of 12.5 % (currency adjusted 7.9 %). Positive top line development with a high operational leverage in the United Kingdom and the Netherlands together with improved price levels, higher components sales and on-going cost consciousness were the main drivers for this increase. In France, the negative effect of declining volumes was largely compensated for by strict cost management. Operating EBITDA margin thus improved by 140 basis points from 12.5 % in Q to 13.9 % in Q Higher production levels also led to a moderate increase in the number of employees, especially in the United Kingdom.

18 18 Braas Monier Building Group S.A. Interim Financial Report CENTRAL, NORTHERN & EASTERN EUROPE (1) (EUR million) Q Q Change Change like-for-like Revenues % % Operating EBITDA (2) % % in % of revenues 4.9 % 8.4 % Operating income (2) n.a. in % of revenues -1.3 % 1.2 % Non-operating result (2) % EBIT n.a. Q Q Change Capital expenditure (3) >100 % Volumes sold tiles (in million m 2 ) % Employees as of period ended 1,509 1, % (1) Incl. Germany, Norway, Sweden, Denmark, Finland, Estonia, Latvia, Lithuania, Poland, Russia, Ukraine (2) Non-IFRS-GAAP figure (3) Represents additions to intangible assets and property, plant and equipment Compared to the first quarter 2014, Central, Northern & Eastern Europe saw the strongest volume decline within the Group in the first three months This decline was primarily related to the comparable basis being distorted by major pull-forward effects triggered by unusually mild weather at the beginning of 2014, most notably in Germany and Poland. With overall stable pricing, this drop in volumes directly translated into reduced tiles and components revenues. Reported revenues declined by EUR 10.0 million or 11.7 % to EUR 75.5 million (Q1 2014: EUR 85.5 million), including negative currency effects in Russia and Scandinavia of approximately EUR 0.9 million. Operating EBITDA declined by EUR 3.5 million from EUR 7.2 million in Q to EUR 3.7 million in Q Positive pricing, efficiency gains and cost measures were able to offset variable and fixed cost inflation, but not the negative volume effect.

19 Braas Monier Building Group S.A. Interim Financial Report Interim Group Management Report 19 SOUTHERN EUROPE (1) (EUR million) Q Q Change Change like-for-like Revenues % -5.5 % Operating EBITDA (2) % % in % of revenues 1.2 % 2.9 % Operating income (2) % in % of revenues % % Non-operating result (2) n.a. EBIT % Q Q Change Capital expenditure (3) % Volumes sold tiles (in million m 2 ) % Employees as of period ended 1,246 1, % (1) Incl. Italy. Austria. Czech Republic. Slovakia. Hungary. Turkey. Romania. Slovenia. Croatia. Bosnia. Bulgaria. Serbia. Albania. Spain and Portugal (Spain and Portugal only 2015 included) (2) Non-IFRS-GAAP figure (3) Represents additions to intangible assets and property. plant and equipment After the completion of the acquisition of Cobert in January, revenues of the Spanish and Portuguese businesses were included in the segment reporting for the first time. This scope expansion together with rather negligible positive currency effects led to a 14.9 % increase in revenues, reaching EUR 35.1 million. Excluding this scope effect, Southern Europe experienced a reduction in business in the first quarter 2015 with a revenue decline of 5.5 %. While the development in Italy was still below the segment average, it clearly improved compared to the performance seen in The negative top line effects were partially compensated for by improvements in regard to variable and fixed costs development. Cobert contributed an almost break-even result in Q1 2015, following normal seasonal patterns. Compared to the Operating EBITDA Cobert achieved in the previous year s quarter (which is not included in the reported Q figure), this was a significant improvement. Operating EBITDA for the region declined by EUR 0.5 million from EUR 0.9 million in Q to EUR 0.4 million in Q An increase in depreciation as well as a higher number of employees at the end of the period were also directly related to the first time inclusion of Cobert. For further details see Note 6.

20 20 Braas Monier Building Group S.A. Interim Financial Report ASIA & AFRICA (1) (EUR million) Q Q Change Change like-for-like Revenues % 5.8 % Operating EBITDA (2) % 9.0 % in % of revenues 12.4 % 12.3 % Operating income (2) % in % of revenues 4.0 % 3.8 % Non-operating result (2) EBIT % Q Q Change Capital expenditure (3) >100 % Volumes sold tiles (in million m 2 ) % Employees as of period ended 1,944 1, % (1) Incl. Malaysia. China. Indonesia. India. Thailand and South Africa (2) Non-IFRS-GAAP figure (3) Represents additions to intangible assets and property. plant and equipment The Asia & Africa segment developed positively in the first three months of Based on higher volumes, positive pricing and strong components sales, like-for-like revenues rose by 5.8 %. Including positive currency effects that occurred across the region, revenues increased from EUR 27.0 million to EUR 32.4 million (+20.0 %). In particular Malaysia and South Africa showed strong growth in revenues and earnings. Operating income rose by 21.1 % (currency adjusted 9.0 %) from EUR 3.3 million in Q to EUR 4.0 million in Q Higher average selling prices in all countries as well as the growing components business were the main drivers for this increase. The second plant in India, which was opened in September 2014 generated revenues in Q of EUR 0.2 million. CHIMNEYS & ENERGY SYSTEMS (EUR million) Q Q Change Change like-for-like Revenues % -5.2 % Operating EBITDA (1) n.a. n.a. in % of revenues -1.5 % -0.1 % Operating income (1) % in % of revenues -8.6 % -7.2 % Non-operating result (1) n.a. EBIT % Change Capital expenditure (2) % Chimneys sold (in million m) % Employees as of period ended 1,159 1, % (2) Non-IFRS-GAAP figure (2) Represents additions to intangible assets and property. plant and equipment

21 Braas Monier Building Group S.A. Interim Financial Report Interim Group Management Report 21 As in the tiles business, the comparable base for the Chimneys & Energy Systems was distorted by the unusually mild weather in Hence, volumes in Q were lower than in the previous year s quarter. However, half of this decline was offset by better pricing. Revenues therefore only decreased moderately by EUR 2.6 million or 4.6 % (currency adjusted 5.2 %) to EUR 33.4 million. The marginally negative Operating EBITDA of Q widened accordingly by EUR 0.4 million to EUR -0.5 million, including a positive currency effect of approximately EUR 0.1 million. CENTRAL PRODUCTS & SERVICES (EUR million) Q Q Change Change like-for-like Revenues % % Operating EBITDA (1) >-100 % >-100 % in % of revenues -4.9 % -0.4 % Operating income (1) % in % of revenues -9.4 % -5.5 % Non-operating result (1) EBIT n.a. Q Q Change Capital expenditure (2) >100 % Volumes sold tiles (in million m 2 ) n.a. n.a. n.a. Employees as of period ended % (1) Non-IFRS-GAAP figure (2) Represents additions to intangible assets and property. plant and equipment Revenues in Central Products & Services, which mainly result from components centrally produced and sold to other segments, were down to EUR 24.4 million (Q1 2014: EUR 27.9 million), thus following the general volume trend in the European tiles business. In the first three months of 2015, the positive Operating EBITDA contribution of the components business within this reporting segment was not sufficient to fully compensate for holding and R&D costs that are also accounted for in this segment. The Operating EBITDA reduced by EUR 1.1 million to EUR -1.2 million (Q1 2014: EUR -0.1 million). A non-operating result of EUR 5.5 million was reported in the first three months of 2015 (none in Q1 2014). This purely relates to the acquisition of Cobert in Spain and Portugal and splits into the sale of a non-controlling interest (EUR 1.7 million) and the gain from bargain purchase (EUR 3.8 million). For further details see Note 6.

22 22 Braas Monier Building Group S.A. Interim Financial Report Risk and opportunity report With the Braas Monier Building Group conducting its business throughout the world, it is exposed to numerous potential risks. The goal of corporate management is to minimise risks and take advantage of opportunities in order to systematically and continuously improve shareholder value and achieve targets. The Group constantly and systematically identifies external and internal risks in all business areas and subsidiaries and evaluates them consistently throughout the Group with respect to their potential level of damage and the likelihood of the events occurring. Appropriate provisions are recognised in the balance sheet. Opportunity and risk management at Braas Monier Building Group is closely linked by Group-wide planning and monitoring systems. During the budget periods, in the context of continuous business reviews and the annual closing and pre-closing process, risks and opportunities are identified by the local Management Boards. A documented process is in place to report and evaluate ad hoc risks as they may occur in the course of the year. A detailed risk and opportunity report, describing the most relevant aspects for Braas Monier Building Group is available in the Annual Report 2014 ( Risks and Opportunities, page 81 ff.), published on 31 March In the first three months of 2015 no events have to be reported that could threaten the existence of the Group. Outlook for 2015 Industry experts assume that an upturn in new residential construction should provide positive momentum for the current business year. Overall, we are positive with regard to the residential market development in Europe, Asia and South Africa, and expect some volume growth in the markets we are active in, barring any extraneous events driven by major geopolitical instability. For 2015, we expect further strong growth for the United Kingdom and moderate growth in other European countries, such as Spain and Portugal, the Netherlands, Poland, Hungary and Turkey. A stable development is anticipated for Germany, Austria and also Italy, where the market should have reached its trough. France is expected to further decline, albeit at a much lower rate than in 2014, before reaching its low point in In the emerging markets, growth is foreseen especially in Indonesia and South Africa. The components business is expected to show a good improvement in performance supported by rising national and international building standards, especially with regards to energy efficiency and safety. With regard to the Chimney & Energy Systems business, expectations are for a similar development to the roofing business in the respective markets.

23 Braas Monier Building Group S.A. Interim Financial Report Interim Group Management Report 23 We will continue to strive for above-market growth by rolling out further initiatives under our Top Line Growth programme in existing and new markets. We expect positive effects in our components business from a number of new innovations such as WrapTec. Through the takeover of the Spanish and Portuguese Cobert companies, we have entered new growth markets which will generate additional revenues and earnings. For the current fiscal year, we expect the Iberian business to generate revenues of approximately EUR 38 million and contribute approximately EUR 5 million to EBITDA (including synergies). In April 2015 we have signed an agreement to acquire Golden Clay Industries Sdn Bhd (GCI), leader in Malaysia for manufacturing and supplying clay roof tiles and fittings. On the basis of GCIs current planning and assuming a closing of the transaction to occur in October 2015, revenue and EBITDA contribution would be expected to be approximately MYR 6 million and MYR 1.7 million, respectively, for We view Braas Monier as being well-positioned for further opportunistic bolt-on acquisitions. The opening of a second plant in India at the end of September 2014 will support organic growth in Further new openings in Asia are planned for the coming years to support the Company s growth in these large developing markets. Based on these assumptions, we expect revenues to grow by at least a mid-single-digit percentage figure, driven by growth in volumes and the first time inclusion of Cobert. Average selling price increases are expected to at least offset variable cost inflation. Currency effects will possibly have a marginal positive effect on revenues. From a cost perspective, we expect slight increases in input costs (raw materials and wage inflation). The current low energy prices might have the potential to ease some variable cost inflation if they were to stay at these levels throughout the year. Revenue growth together with an on-going focus on strict cost control at all levels will further drive growth in the Company s profits. Sustainable Capex is expected to be at a level of around EUR 62 million excluding carryover of EUR 5 million from In addition, approximately EUR 8 million (net) will be invested in future growth projects in The strong cash flows generated by the operating business will continue to allow us to achieve consistent and ambitious growth, both organically and through acquisitions, with an unerring focus on return on invested capital while being ever mindful of the Group s net debt ratio and its dividend policy.

24 24 Braas Monier Building Group S.A. Interim Financial Report INTERIM CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED INCOME STATEMENT FOR THE FIRST THREE MONTHS 2015 (EUR thousand) Q Q Revenues 251, ,035 Cost of sales -190, ,682 Gross profit 60,965 60,353 Selling expenses -40,438-39,302 Administrative expenses -25,741-25,003 Other operating income 5, Other operating expenses -1, Restructuring expenses 0 0 Impairments 0 0 Reversal of impairments 0 0 Result from associates and joint ventures Earnings before interest and taxes (EBIT) ,723 Finance income 2,785 1,435 Finance costs -12,812-19,958 Earnings before taxes (EBT) -10,834-22,246 Income taxes 3,493 6,643 Profit (loss) for the year -7,341-15,603 Thereof attributable to: Equity holders of the parent company -7,284-15,471 Non-controlling interests

25 Braas Monier Building Group S.A. Interim Financial Report Interim Consolidated Financial Statements 25 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FIRST THREE MONTHS 2015 (EUR thousand) Q Q Profit (loss) for the year -7,341-15,603 Other comprehensive income Items that will never be reclassified to profit or loss: Actuarial gains and losses on pension plans -44,200 0 Income tax effect 14,300 0 Items that are or may be reclassified to profit or loss: Foreign exchange differences 18, Foreign exchange differences from at-equity accounted investments Income tax effect foreign exchange differences Cash flow hedges effective portion of changes in fair value -1,361 0 Income tax effect cash flow hedge Other comprehensive income for the year, net of tax -11, Total comprehensive income for the year, net of tax -19,037-16,216 Thereof attributable to: Equity holders of the parent company -19,172-15,898 Non-controlling interests

26 26 Braas Monier Building Group S.A. Interim Financial Report CONSOLIDATED CASH FLOW STATEMENT FOR THE FIRST THREE MONTHS 2015 (EUR thousand) Q Q Profit (loss) for the period -7,341-15,603 Income taxes -3,493-6,643 Financial result 10,027 18,523 EBIT ,723 Adjustments for: Amortisation, depreciation 22,366 24,660 (Reversal of) Impairment losses on non-current assets, net 0 0 (Gains) / losses on the disposal of non-current assets 0 0 (Gains) / losses on the sale of equity investments -1,683 0 Result from associates and joint ventures Dividends received Interest and finance fees paid -9,408-9,543 Interest received Net income tax paid -3, Change in provisions -5,820-12,298 Change in working capital Change in inventories -29,456-26,762 Change in trade and other receivables -27,761-20,498 Change in trade and other payables -23,636-9,565 Net cash used in operating activities -78,942-58,427 Investments in intangible assets and property, plant and equipment -14,442-6,304 Acquisition of consolidated companies less cash received -26,986 Acquisition of other financial assets 0 0 Proceeds from the disposal of property, plant and equipment and intangible assets Proceeds from the disposal of subsidiaries and other financial assets 1, Net cash used in investing activities -39,669-5,924 Net cash used in operating and investing activities -118,611-64,351 Repayment of borrowings 0 0 Proceeds from loans and borrowings Proceeds from capital increases 0 20 Dividends paid to parent company 0 0 Net cash from financing activities Change in cash and cash equivalents -117,840-64,224 Cash and cash equivalents at the beginning of the period 180, ,481 Effect of exchange rate fluctuations on cash and cash equivalents 3, Cash and cash equivalents at the end of the period 66, ,028

27 Braas Monier Building Group S.A. Interim Financial Report Interim Consolidated Financial Statements 27 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 31 MARCH 2015 (EUR thousand) 31 Mar Dec 2014 Non-current assets Goodwill 43,292 42,528 Other intangible assets 239, ,719 Property, plant and equipment 644, ,416 Investments accounted for using the equity method 8,582 8,557 Other financial assets 5,329 5,283 Other non-current assets 2,720 2,551 Deferred tax assets 53,239 37,522 Total non-current assets 996, ,576 Current assets Inventories 244, ,890 Trade accounts receivables 130, ,684 Other current assets 37,545 30,753 Cash and cash equivalents 66, ,940 Assets held for sale 2,197 2,085 Total current assets 481, ,352 Total assets 1,478,000 1,463,928 Equity Subscribed capital Additional paid-in capital 403, ,020 Reserves -12,089-30,101 Retained earnings -319, ,010 Total equity attributable to the shareholders of the parent 72,171 91,301 Non-controlling interests 1,760 1,625 Total equity 73,931 92,926 Non-current liabilities Long-term provisions for pension liabilities and similar obligations 440, ,848 Deferred tax liabilities 5,498 8,741 Long-term portion of provisions for other risks 91,240 89,405 Long-term loans and borrowings 502, ,033 Long-term tax liabilities 24,374 24,274 Other long-term liabilities 12,701 11,516 Total non-current liabilities 1,077,168 1,030,817 Current liabilities Trade accounts payable 115, ,849 Short-term tax liabilities 32,870 28,549 Short-term portion of provisions for other risks 38,407 41,911 Short-term liabilities to parent companies 0 0 Short-term loans and borrowings 11,418 12,442 Other short-term liabilities 128, ,434 Total current liabilities 326, ,185 Total equity and liabilities 1,478,000 1,463,928

28 28 Braas Monier Building Group S.A. Interim Financial Report CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FIRST THREE MONTHS 2015 Additional paid-in capital Attributable to equity holders of the parent Foreign currency translation reserve Noncontrolling interests (EUR thousand) Subscribed capital Hedging reserve Retained earnings Total Total equity Balance as of 1 January ,020-5,717-24, ,010 91,301 1,625 92,926 Actuarial gains and losses ,900-29, ,900 Cash flow hedges effective portion of changes in fair value Foreign exchange effects , , ,166 Other comprehensive income ,974-29,900-11, ,696 Consolidated income for the year ,284-7, ,341 Total comprehensive income ,974-37,184-19, ,037 Equity-settled share-based payments Balance as of 31 March ,020-6,679-5, ,152 72,171 1,760 73,931 WESTERN EUROPE (1) (EUR thousand) Q Q External revenues 75,654 74,380 Inter-segments revenues 837 1,104 Revenues 76,491 75,484 year-to-year change 1.3 % 12.3 % Operating EBITDA (2) 10,644 9,464 in % of revenues 13.9 % 12.5 % Depreciation & amortisation 5,514 7,306 Result from associates Operating income (2) 5,027 2,240 in % of revenues 6.6 % 3.0 % Non-operating result (2) 0 0 EBIT 5,027 2,240 Capital expenditure (3) 801 1,004 Capital employed (2)/(4) 225, ,157 Return on capital employed (2)/(5) - - Volumes sold tiles in million m 2 (2)/(7) Average employees (2)/(6) 1,311 1,291 Employees as of period ended (2) 1,318 1,269 (1) Incl, France, United Kingdom, the Netherlands, Belgium (2) Non-IFRS-GAAP figure (3) Represents additions to intangible assets and property, plant and equipment (4) Defined as tangible assets plus inventories plus trade and other receivables minus total payables (5) Operating income divided by average of opening and closing capital employed for the period (6) Average number of employees determined on a monthly basis (also considering the beginning of the period) (7) Unaudited supplementary information