VDL GROEP ANNUAL REPORT 2013

Transcription

1 VDL GROEP ANNUAL REPORT 2013

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3 VDL GROEP ANNUAL REPORT 2013 VDL Groep bv Hoevenweg AW Eindhoven, the Netherlands Phone +31 (0) Fax +31 (0) [email protected]

4 CONTENTS 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

5 FINANCIAL HIGHLIGHTS (x 1,000 euro) Combined turnover 1,812,313 1,756,354 1,718,724 1,472,373 1,162,233 Consolidated turnover 1,632,108 1,628,857 1,574,805 1,353,726 1,057,662 Gross profit 95,610 87,407 96, ,779 32,544 Profit before tax 98,027 75,679 83,377 97,447 25,432 Profit before tax / turnover 5.4% 4.3% 4.9% 6.6% 2.2% Net profit 88,582 56,755 66,014 76,762 18,047 Net profit / turnover 4.9% 3.2% 3.8% 5.2% 1.6% Depreciation of (in)tangible fixed assets 47,326 32,490 30,465 28,844 28,405 Cash flow 135,908 89,245 96, ,606 46,452 (Dis-)investments including acquisitions 82, ,072 52,100 29,445 20,292 Guarantee capital 854, , , , ,972 Total assets 1,382,879 1,403,669 1,062,228 1,017, ,798 Guarantee capital / total assets 61.8% 56.2% 54.4% 52.8% 50.3% Net profit / equity 10.4% 7.2% 11.5% 14.3% 3.9% Employees as at 31 December 9,216 8,757 7,135 7,126 6,113 3

6 PROFILE VDL GROEP VDL Groep is an international industrial company devoted to the development, production and sales of semi-finished products, buses & coaches and other finished products as well as the assembly of cars. 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. Through targeted acquisition and autonomous growth, this family business has developed into a group encompassing 83 subsidiaries spread over 18 countries and a workforce of 9,216. 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 projects and second-hand buses. The finished products division is extensive: suspension systems for the trailer and truck 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, 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 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. 4

7 GROUP STRUCTURE VDL Groep VDL Nederland VDL Holding Belgium Subcontracting Car assembly Buses & coaches Finished products VD Leegte Metaal VDL Nedcar VDL Bus & Coach VDL Agrotech VDL Gereedschapmakerij VDL Bus Chassis VDL Industrial Products VDL TIM Hapert VDL Bus Modules VDL Steelweld VDS Technische Industrie VDL Bus Heerenveen VDL Steelweld UK VDL Laktechniek VDL Bus Venlo VDL Steelweld Deutschland VDL Belgium VDL Bus Roeselare VDL Steelweld Sweden VDL Technics VDL Bus Valkenswaard Hapro International VDL Kunststoffen VDL Bus & Coach Nederland VDL Klima Helmondse Metaal Industrie VDL Bus & Coach France Klima Warmtetechniek NSA Metaalindustrie VDL Bus & Coach Italia VDL Klima France NSA Apparatenbouw VDL Bus & Coach Belgium VDL KTI VDL MPC VDL Bus & Coach Polska VDL Delmas VDL Parree VDL Bus & Coach Deutschland VDL Containersystemen VDL Staalservice VDL Bus & Coach Suisse VDL Containersysteme VDL Lasindustrie VDL Bus & Coach Czech Republic VDL Weweler RPI Componenten VDL Bus & Coach South Africa (70%) Weweler-Colaert VDL Rotech VDL Bus & Coach Serbia VDL Weweler Parts VDL Systems VDL Bus & Coach Danmark Truck & Trailer Industry VDL Postma VDL Bus Center Nederland PMB-UVA International VDL Industrial Modules VDL Bus Center Deutschland VDL USA VDL Konings VDL Bus Center France VDL Middle East VDL Wientjes Roden VDL Busland VDL Wientjes Emmen VDL Bus & Coach Service FRY-ZHN VDL Services VDL Parts VDL Enabling Technologies Group APTS (70%) VDL ETG Eindhoven VDL ETG Research VDL ETG Projects VDL ETG T&D VDL ETG Almelo VDL ETG Singapore VDL ETG Suzhou VDL Network Supplies VDL Fibertech Industries 5

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9 REPORT OF THE BOARD OF DIRECTORS This has been a remarkable year for VDL Groep. At the start of 2013, prospects were still somewhat uncertain, but the situation improved each quarter, and by the end of the year, VDL exceeded expectations on all fronts; and that in the year in which we celebrated the 60 th year of our founding. Otherwise, 2013 was a relatively quiet year in which we succeeded in maintaining our position. There were no major takeovers and no severe crisis measures. At VDL Nedcar in Born (the Netherlands), we were hard at work converting the plant and installing new production lines will be the real thing. All 1,500 employees will return to work, and we will even need additional people. The VDL Nedcar plant will be officially reopened in July 2014, and the first MINI will roll off the production line. Financially, 2013 was a good year, certainly given the economic circumstances. Combined turnover rose by 3% from billion euro in 2012 to a record level of billion euro in Consolidated turnover amounted to billion euro, a marginal rise as compared to the billion euro in Net result, however, rose considerably from 57 million in 2012 to 89 million euro in The tax burden in 2013 was lower, based on the forecast fiscal loss at VDL Nedcar. The total turnover for 2013 was the second best in our history, and that is a performance we can be proud of. The number of employees also rose from 8,757 at year end 2012 to a record level of 9,216 at year end The majority of this 5% increase was achieved autonomously, in a period of increasing overall unemployment. Autonomous growth demonstrates that production in the Netherlands and Belgium still remains possible. Nonetheless, a sound industrial policy is essential. We continue to call for a level playing field in Europe. This is essential if we are to continue manufacturing here. A good lending climate, sound credit insurance and a flexible labour force with a structural system of part-time unemployment benefits and technical training programmes are of vital importance. We must continue in pursuit of a level playing field not only in Europe but throughout the world. 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 as they treat us. Only then can employment opportunities in the European Union be maintained and we can form a strong block to uphold our position in the world economy. 7

10 CONSOLIDATED CONSOLIDATED TURNOVER TURNOVER NET PROFIT NET PROFIT (in million euro) (in million euro) (in million euro) (in million euro) Turnover Combined turnover for 2013 amounted to billion euro. Compared to the billion euro in 2012, this represents an increase of 3%. Internal deliveries increased million euro million euro Combined turnover 1,812 1,756 Internal deliveries Consolidated turnover 1,632 1,629 The balance between international and domestic turnover remained the same, but this is due to change in 2014 in favour of international turnover, given the start of production at VDL Nedcar for our client BMW Group in Germany million euro % million euro % International 1, , Domestic ,632 1,629 In 2013, we supplied products to 118 countries outside the Netherlands. International turnover, divided among the various continents, is as follows: Europe 867 million euro (43 countries), Asia 132 million euro (30 countries), North America 47 million euro (2 countries), South and Central America 34 million euro (19 countries), Africa 13 million euro (22 countries) en Oceania 3 million euro (2 countries). If turnover is broken down country by country, in addition to the Netherlands, we see that our largest markets are our neighbouring countries Germany, Great Britain and Belgium. 8

11 TURNOVER PER COUNTRY (in million euro) Netherlands 536 Germany 308 Great Britain 178 Belgium 79 Singapore 71 Sweden 66 France 60 USA 46 Jamaica 24 Israel 23 Switserland 21 Norway 20 Poland 19 Spain 18 Italy 16 Czech Republic 12 Finland 10 Others 125 Divisions If the combined turnover of VDL Groep is broken down according to the divisions subcontracting, car assembly, buses & coaches and finished products, we see that with the exception of buses & coaches, all divisions contributed to growth million euro % million euro % Subcontracting Car assembly Buses & coaches Finished products ,812 1,756 Subcontracting Turnover in the subcontracting division rose fractionally from 788 million euro in 2012 to 794 million euro in Starting in the second half of 2013, various markets began to show recovery, such as the semiconductor and truck industry, while the total order book expanded. At year end 2013 the order book amounted to 237 million euro as compared to 193 million euro at year end The subcontracting division showed a profit in Turnover in the subcontracting division rose by 11% in the first quarter of 2014, from 175 million euro in the first quarter of 2013 to 194 million euro. The order book in week 13 amounted to 250 million euro, which was significantly higher than in the same week last year (211 million euro). The semi-conductor market, and the automotive market, both important for this division, demonstrated stability, and expectations for 2014 are favourable. 9

12 SUBCONTRACTING Mechatronic systems 54% Metalworking 37% Plastics processing 8% Surface treatment 1% million euro % million euro % Mechatronic systems Metalworking Plastics processing Surface treatment Mechatronic systems and system supply For the mechatronic systems and system supply sector, 2013 was a stable year with a moderate rise in turnover from 421 million euro in 2012 to 432 million euro in The trends that had emerged in 2012 continued through The world market for production equipment for semi-conductors was 10% lower than in Nevertheless, we succeeded in retaining our market share by developing a broader product range for existing customers. We strengthened our position in the market for medical diagnostic systems, and demonstrated further growth in Expectations for 2014 are positive. For both production equipment for semi-conductors and for the LED market growth is expected, and the first positive signs have been noted for a cautious recovery in the market for production equipment for solar cells. To further improve its position in this innovative market, VDL has considerably expanded its research and development capacity with a view to further optimising our expertise as a manufacturing partner. The outcome will be further cooperation with customers in the field of research and development. Against that background, an initial MoU (Memorandum of Understanding) has been signed with our customer ASML. Given the improving order book, we expect turnover for the mechatronic systems and system supply sector in 2014 to exceed that of

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15 Metalworking Turnover in the metalworking sector remained virtually unchanged: 296 million euro in 2012 compared to 290 million euro in The fact that we have a presence in many industrial sectors proved particularly useful. As a metalworking player, VDL is active in the automotive industry, the food industry, the energy market, telecom and the waste processing industry. New markets are constantly being explored and new products developed that fit in with the current product range. Over the past year, we once again invested in advanced machinery and further automated and robotised production processes to maintain our international competitive position. Prices remain under tremendous pressure, and customers are demanding ever shorter delivery times, combined with quality and flexibility. The VDL companies serve increasingly as system supplier, with involvement in the entire process from design and production through to delivery and maintenance. Through collaboration with other group companies VDL demonstrates its added value. The order book in the metalworking sector is currently well-filled. Despite rising raw material prices and difficult recovery in some markets, prospects for 2014 can be described as broadly positive, and slight growth is expected. Plastics processing Turnover in the plastics processing sector rose by 3%, from 63 million euro in 2012 to 65 million euro in The automotive sector and medical industry were key markets over the past year. Due to increasing demand for complete and complex assemblies as well as larger products, we have again invested in new injection moulding machines, an advanced milling machine for the milling of large vacuum-moulded products and a variety of robots for further automation of the production process. The new techniques in mould labelling and in mould foil clearly proved their worth over the past year, and will continue to be included in new developments. By making good use of the knowledge of 3D design, mould flow analysis and FEM strength calculations, we can offer our customers tailored service in the development of new products. Automation combined with this high level of knowledge means that we can act as a system supplier in successfully tackling complex problems. In 2013, our position in the medical market was further strengthened with carbon and glass-reinforced plastic, and high-tech composite solutions were identified for new selling areas including the defence, automotive, semi-conductor and professional lighting sectors. We also invested in the largest RTM press in Europe. The order book for the total plastics processing sector is currently reasonably well-filled. Despite the considerable rise in raw material prices, prospects are fairly positive and we expect turnover in 2014 to be slightly higher than that in

16 Surface treatment As expected, turnover in the surface treatment sector fell slightly, from 8 million euro in 2012 to 7 million euro in Among the causes of the downturn was the launch of various new projects for Euro 6 trucks. As in previous years, in 2013, we once again invested in equipment and the rectifier for the cataphoresis line was replaced with a new computer-controlled model, with a larger capacity. Expectations for this year are positive, despite the fact that we have observed a slight downturn on the truck market. We nonetheless expect to be easily able to compensate for this fall by attracting new orders. The order book in the first quarter of 2014 is growing, and we expect to be able to achieve a slight rise in turnover in Car assembly The car assembly division (VDL Nedcar in Born) made a contribution to turnover of 120 million euro, in 2013, as compared to 70 million euro in The start-up costs for 2013 were compensated for by the provision established for that purpose. After the turbulent year 2012 in which VDL Groep assumed control of NedCar in Born, 2013 was a transition year for the independent car manufacturer. Starting in July 2014, the company will be manufacturing the new MINI on behalf of BMW Group. In preparation for this production start-up, more than 300 employees set to work at the start of 2013 on a raft of major technical alterations to the production facilities in and around the plant. During the course of 2013, this number rose to almost 800. At the latest by 1 January 2015, all 1,500 staff will have returned to work at VDL Nedcar. In the intervening period, many of them have been trained, externally seconded (nationally, locally and internationally) and kept fit for work. In January 2013, VDL Nedcar Servicecentrum was established to organise these activities. A variety of government and market parties have provided much-appreciated support. In the transition year 2013, VDL Nedcar manufactured zero cars. Turnover was above all generated from invoices for project work on behalf of BMW. This work related to preparations for the production of the MINI. VDL Nedcar also received income from the work by seconded personnel to other companies. Finally press work for third parties was continued on a limited scale. In the first quarter of 2014, VDL Nedcar generated turnover of 178 million euro as compared to 26 million euro in the first quarter of last year. So far everything is going according to plan, and the mood is positive. The plant and production lines are all but ready. We have every confidence that production will live up to expectations in the second half of this year, and we predict a positive year for VDL Nedcar million euro % million euro % Car assembly

17 Buses & coaches Turnover in the buses & coaches division fell from 431 million euro in 2012 to 391 million euro in The order book also shrank from 156 million euro to 128 million euro at year end. Enormous price pressure continues, due to the shrinking market in Europe and the import of vehicles from low wage countries. This factor, combined with high development costs for example for the switch to Euro 6 engines, continues to apply downward pressure on the result of this division. Once again, therefore, 2013 ended without profit. Delivery numbers of VDL products fell as compared to 2012, and as a result our market share shrank slightly. We can however cautiously suggest that the downturn on the Western European market appears to be coming to an end was one of the most difficult years ever for the bus and coach division, and we expect 2014 to be a year of recovery. Over the past year, a number of organisational changes have been implemented with a view to achieving a more efficient, more effective bus and coach division. All in all, we expect an improvement in results for 2014, partly as a result of completing a series of Euro 6 projects. Our complete range of vehicles for both public transport and coaches has been presented to the market, in a Euro 6 version. We also invested heavily in hybrid and electrical systems. For 2014, the focus will be on further intensifying efforts in both our domestic markets and the export markets. As a result, we expect a higher number of deliveries in 2014 than achieved in We will also continue to invest in developing a number of new models. During the first quarter of 2014, turnover fell as compared to the first quarter of 2013, from 112 million euro to 102 million euro. On the other hand, the order book has shown considerable growth: 138 million euro in week 13 of 2013 compared to 190 million euro this year. We seem to have reached a turning point, toward upward development. BUSES & COACHES Coaches 35% Public transport buses 26% Parts & services 15% Second-hand buses 11% Chassis & chassis modules 9% Mini & midi buses 3% High-quality Public Transport Systems 1% 15

18 million euro % million euro % Coaches Public transport buses Parts & services Second-hand buses Chassis & chassis modules Mini & midi buses High-quality Public Transport Systems Coaches In 2013, both turnover and numbers delivered rose in the coach sector. Turnover rose from 128 million euro to 136 million euro. Whereas 557 coaches were delivered in 2012, the total in 2013 was 561. The changing product mix had a positive influence on turnover. Our customers, the coach operators, are facing a difficult market, a situation reflected in their investment behaviour. Coach operators also remain cautious in respect of the new Euro 6 technology, as compared to the tried and tested Euro 5 technology. Partly for that reason, we saw a rise in orders for Euro 5 coaches in the fourth quarter of With the exception of France and Great Britain, total market volume for coaches in the majority of European countries remained unchanged or was lower in 2013 than in The total market share in the Western European coach market achieved by VDL Bus & Coach fell slightly from 6.9% to 6.7%. This was mainly due to disappointing sales numbers in France and Belgium. Our market share in fact rose in Great Britain and Switzerland. In 2013, VDL Bus & Coach added a new Futura model to the coach family, the Futura FMD2. This Futura has been presented to the market as a profitable all-rounder, a model suitable for the coach market and intercity operation. The core values of our product range, low vehicle weight, low fuel consumption and high passenger capacity, ample baggage space and low kilometre price make the Futura FMD2 a high-value investment for operators. The first large order has been placed, and will be delivered to Sweden in

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21 Public transport buses It was rather a poor year for the public transport bus sector, with a downturn in both turnover from 168 million euro to 102 million euro, and in the number of delivered buses. In 2013, we delivered 526 vehicles as compared to 730 in In a number of countries, limited numbers of public transport buses were purchased in response to government austerity measures. Competition has become more cutthroat, and it is proving difficult to maintain employment opportunities in this bus sector in the Netherlands and Flanders region of Belgium, due to increased price pressure combined with suppliers from low wage countries. A large number of deliveries were made to the German market, where many public transport companies have opted for VDL products. One example is the city of Düsseldorf where 60 vehicles of the type Citea LLE were sold and delivered in Several other cities have chosen VDL buses, particularly due to the high fuel economy and correspondingly lower operating costs and emissions. In the Netherlands itself, VDL also supplied more than 100 Citea LLE vehicles for the Twente concession. In the fourth quarter of 2013, we also won an attractive order for Amsterdam, where 23 Citea SLFA vehicles are due to be delivered in This articulated version of the Citea SLF was introduced by VDL in We also succeeded in further strengthening our presence in Scandinavia; for the second year running, in Finland, VDL was market leader for public transport buses. We were also active outside the European markets in We delivered a large part of the order for 230 buses to Jamaica, the remainder of which will be delivered in We have also received an undertaking for a follow-up order for 200 buses for that same country, and we are in discussion with a number of other distant export countries. The Citea range has now been completed with the introduction of a series of new models including the Citea SLFA mentioned above. During the UITP trade fair in Geneva (Switzerland), we introduced the VDL Citea Electric. The high degree of modularity in the Citea range means we can offer tailor-made products to our client operators. The Citea Electric is ideal for any specific local situation. Our essential core values such as lightweight contribution, optimum access and comfort for both passengers and drivers can be guaranteed as a result. Response from the market has been very positive, leading to a number of orders from large European cities. Parts & services 2013 was once again a positive year for the parts & services sector. Despite pressure on prices, we succeeded in raising turnover to 60 million euro in 2013 as compared to 57 million euro in An excellent performance given the massive upturn in competition on the bus market. VDL Parts is facing increasingly stiff competition from its own suppliers, the truck world, Internet companies and trading companies. The rise in turnover is mainly due to the fact that VDL Bus & Coach expanded their services by offering repair and maintenance contracts. In particular the public transport sector in the Netherlands and Scandinavia have demonstrated increased turnover in this field, a trend which we are now see spreading into other countries. 19

22 Exports of VDL Parts rose considerably, partly thanks to the expansion of our sales network. The objective for 2014 is to further refine and improve our performance and product portfolio, in combination with investigating how we intend to roll out the broader product range on the market. Alongside our specialist repair workshop VDL Busland, the repair workshops at the individual bus companies also performed well. Whereas in the past public transport operators carried out their own maintenance, this work is being increasingly outsourced to VDL service points. Four new workshops were opened in the Netherlands in This approach enables us to offer our customers even better service, closer to home. In addition, based on the knowledge and information we acquire through this activity, we are better able to further optimise our own products. Expectations for the parts & services sector overall are positive for Second-hand buses The stabilisation in turnover expected for 2013 has indeed continued resulting in fact in a slight increase from 39 million euro in 2012 to 41 million euro in The number of buses sold rose sharply from 606 to 802. Of this total, 417 were second-hand city buses and 385 coaches, minibuses and midibuses. To achieve this result, new sales markets were developed in close collaboration with VDL Bus & Coach and our professional local agents. Demand for Euro 5 vehicles has risen in response to ever tighter legislation and regulations. At the end of 2013, a large number of young, second-hand city buses were once again taken in inventory. The challenge for VDL Bus Center in 2014 will be to further expand the existing network, and to develop new markets. We expect turnover to remain at a similar level in Chassis & chassis modules On 15 October 2013, VDL Groep acquired 19% of the shares in VDL Bus Chassis from PACCAR. As a result, VDL Bus Chassis is now a 100% subsidiary of VDL Groep. External turnover for chassis and module builder VDL Bus Chassis rose from 23 million euro in 2012 to 36 million euro in This rise in turnover was due to deliveries of modules to bus and coach builders outside VDL, that rose from 251 chassis in 2012 to 586 in Sales generated by deliveries to sister companies within VDL Bus & Coach for the construction of complete vehicles fell in The total number of modules delivered therefore fell from 1,538 in 2012 to 1,333 modules in Engineering activities in 2013 were above all hallmarked by the further optimisation of the product range including modules with lower emission values. In close collaboration with the other companies within VDL Bus & Coach, further developments were implemented in respect of engine and driveline technology, based on the Euro 6 standards. As well as reducing user costs per kilometre and achieving lower emission values, the use of alternative fuels received considerable attention. As a result, the range was expanded to form a complete selection of models in line with the latest developments and environmental requirements from the market. Over the next few years, engineering activities will above all be focused on further reducing emission values and reducing the operating costs of the vehicle. Turnover in 2014 is expected to remain at a similar level to that achieved in

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25 Mini & midi buses Turnover in the mini & midi buses sector rose from 11 million euro in 2012 to 12 million euro in 2013 (including police vehicles and damage repair). The number of vehicles delivered fell from 162 in 2012 to 132 in The focus we have placed on the MidCity and international tenders in the public transport market over the past few years was continued. We were awarded a number of large orders, including one order for 41 MidCity vehicles for public transport in Belgium. This order will be delivered in one batch in 2014, but much of the production work was carried out in 2013, resulting in a fall in the number of vehicles delivered in As expected, our market share in Germany, Belgium and the Scandinavian countries grew, and we predict further growth in We are also seeing signs of recovery on the Dutch market. The number of police vehicles delivered was below expectation, but the upgrading and adaptation of existing vehicles had a positive influence on turnover. Turnover in the damage repair division rose slightly in 2013, and despite a shrinking market, we have a broadly positive vision for the future in this division. The order book for the entire mini & midi buses sector is reasonably well-filled, and we therefore expect further growth in the course of High-quality Public Transport Systems Turnover in the High-quality Public Transport Systems sector fell from 5 million euro in 2012 to 4 million euro in Fully emission-free fuel cell vehicles are already in service in Cologne and Amsterdam. The project in Haifa (Israel) for six hybrid Phileas vehicles was completed in In 2014, the first Phileas in a series of nine vehicles will be delivered to Rimini (Italy). Finished products Turnover in the finished products division rose by 9%, from 467 million in 2012 to 507 million euro in It was a particularly good year for the production automation systems sector for the passenger car industry, and suspension systems for trailers and trucks. The result for the finished products division was positive. The order book for this division grew, from 132 million euro at year end 2012 to 282 million euro at year end Prospects for the finished products division for 2014 are positive. Invoiced turnover in the first quarter of 2014 amounted to almost 111 million euro, a fall of 20% as compared to the figures for 2013 (138 million euro). This picture is distorted, however, by an advance invoice in the first quarter of 2013 from a large customer in the production automation systems sector. Without this advance invoice, turnover in the first quarter in fact rose by 8%. The order book is clearly up on last year, with 280 million euro at the end of the first quarter of this year, as compared to 136 million euro at the end of the first quarter in This is mainly due to fluctuations in the order intake for the production automation systems sector. Even if we do not take account of these fluctuations, there is still growth in the order book, and we predict a positive year for the finished products division. 23

26 FINISHED PRODUCTS Production automation systems 37% Suspension systems 26% Heat exchangers 17% Cigar-making and packaging machines 5% Sunbeds and roof boxes 5% Systems for the agricultural sector 4% Container handling equipment 4% Systems for the industrial sector 2% million euro % million euro % Production automation systems Suspension systems Heat exchangers Cigar-making and packaging machines Sunbeds and roof boxes Systems for the agricultural sector Container handling equipment Systems for the industrial sector Production automation systems 2013 was a very successful year for production automation system manufacturer VDL Steelweld. Turnover rose by 42% from 132 million euro in 2012 to 187 million euro in This record turnover was due to major orders to supply production lines to various automotive manufacturing plants for Jaguar, Land Rover, Volvo, Ford and VDL Nedcar. As a result, dozens of new jobs were created in Breda, Barford (Great Britain), Cologne (Germany) and Arad (Rumania). Successes were also achieved outside the automotive industry. Together with a number of other VDL companies, series production of the previously developed AGVs (Automatic Guided Vehicles) is fully up and running. The assembly line for series production of insulation panels for air handling units is also running well. The order book for 2014 is very well filled, and due to continuing demand for bodywork production lines, 2014 is expected to be an excellent year. In 2014, the main focus will be on further building the relationship with our customers and expanding the international organisation. With that in mind, an office was opened in Sweden, in We will of course continue to work on product innovations and the development and optimisation of production methods. 24

27 Suspension systems Total turnover in this sector rose by 9% from 118 million euro in 2012 to 129 million euro in Suspension systems manufacturer VDL Weweler holds almost 40% of the European market. Within Europe, Germany is the largest sales market for suspension systems. To reduce dependency on the European market, the company is highly active in North America, Brazil and Southeast Asia, where the market share is still limited. Air suspension is already the standard in North America, but in terms of construction this market differs entirely from the European air suspension systems. The newly developed modular systems from VDL Weweler would appear to be ideal for this market. To improve service efficiency to our customers in Southeast Asia, we have been locally active in Thailand, since March The Belgian company Weweler-Colaert once again saw a rise in the demand for replacement parts for trucks. In Western and Southern Europe, turnover rose by 10%. In Eastern Europe, too, the market share was further consolidated, and an active marketing policy also in collaboration with new distributors enabled us to once again strengthen sales in Asia. VDL Weweler Parts, supplier of truck and trailer replacement parts and workshop equipment can look back on a good year. In 2013, joint ventures were established for the Dutch market with external parties, for the supply of batteries, starters, alternators and electrical cable systems for trucks and trailers. Based on the growth achieved, the size of the parts store will be expanded in Our sales office in Norway, Truck & Trailer Industry, had a fairly good year, with a stabilisation of turnover. The fall in value of the Norwegian crown in relation to the euro did represent a problem. Further work was undertaken in 2013 on establishing a service network right across Norway, to improve customer service. The order book for the total suspension systems sector is well-filled and further growth is expected in Heat exchangers 2013 was a difficult year for the heat exchangers sector. Turnover fell from 105 million euro in 2012 to 87 million euro in Customers of VDL Klima experienced difficulty in financing new projects, and this situation is not expected to change in the near future. After several years of solid growth, we are now seeing a downturn in projects and orders for the market for (green) power generation, for example wind energy. It is expected to be quite some time before any recovery is achieved in this sector. In response to austerity measures, government stimulation programmes have been halted, making it difficult for the more expensive innovative green technologies to compete with conventional processes. The shipbuilding market, however, has shown slow recovery. The oil and gas market has developed strongly, and expectations are favourable. As expected, VDL Delmas in Berlin (Germany) and VDL KTI in Mol (Belgium) also broadly experienced a difficult year. VDL Delmas was faced with tough market conditions in the field of power generation, above all in the first six months of the year. This situation improved at the end of 2013, and the order book grew substantially. Things were better in petrochemical industry. At VDL KTI, demand for special heat exchangers lagged behind expectations, and delays in the production of high voltage masts grew even further. Recovery is expected on both markets in The order books for both companies are well filled. 25

28 As well as delivering to existing markets, products will also be delivered to China, Brazil, Venezuela and the United States. The market situation for the heat exchangers sector is improving slowly. We expect turnover in 2014 to match the level achieved in Cigar-making and packaging machines Although turnover at PMB-UVA International fell slightly, from 29 million euro in 2012 to 27 million euro in 2013, we are not dissatisfied with Once again, PMB-UVA International developed a series of innovative concepts, functions and machines resulting in new possibilities and low operating costs. By responding to global themes including food safety and hygiene, new product opportunities have been opened up. Proprietary features developed in-house are licenced to other OEM suppliers. This strategy, which has been in place for a number of years and was continued and expanded in 2013, has contributed to a rapid return on investments for the costs of development. The average series size of the machines being built has remained at the same level as in previous years. More focus has been placed on shortening the lead time of orders, to improve the response to customer requirements. PMB-UVA International s preferred supplier status for various multinationals in the packaging segment is a key element in creating new opportunities and challenges. For this segment, we broadened our market in 2013 into new disciplines, and delivered to more countries. A shift has occurred in the cigar market, towards more overhaul activities. Machine sales in this sector remained stable. Prospects for the entire cigar-making and packaging machines sector are positive. Sunbeds and roof boxes Turnover at Hapro International, manufacturer of sunbeds, roof boxes, bicycle carriers and skin improvement equipment, rose slightly from 25 million euro in 2012 to 26 million euro in This rise was above all achieved in the market for roof boxes. The market for professional and privately-owned sunbeds remained stable. This situation is expected to continue in Despite first signs of economic recovery, the retail trade is still suffering badly. This will affect turnover in roof boxes and bicycle carriers. The market for professional sunbeds is expected to remain stable. The market for privately-owned sunbeds is expected to improve slightly. All in all, in 2014, we expect to achieve practically the same level of turnover as in Systems for the agricultural sector VDL Agrotech has had a less positive year. Turnover fell from 31 million euro in 2012 to 22 million euro in The period within which the transition from battery hen cages to alternative housing systems had to be completed expired on 1 January As a consequence, less feed systems from VDL Agrotech were sold in Europe for these alternative systems, a fact which had a major influence on turnover. The project market also experienced difficulties, mainly in Eastern Europe. The Asian market is very price sensitive, and based on the euro exchange rate, turnover in this region only rose slightly. The additional sales efforts by VDL Agrotech in the Middle East are starting to bear fruit, but progress is precarious, due to the unstable political situation in many countries in the region. Expectations for 2014 are moderate. The project market is highly dependent on bank credit, and the political instability and currency fluctuations could have a major influence on investments in the agricultural sector. In 2014, focus will be shifted to product innovations and further broadening the geographical market spread. VDL Agrotech also plans to introduce a number of new developments in 2014, on the basis of which more competitive products can be supplied to existing markets. 26

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31 Container handling systems As compared to 2012, turnover at VDL Containersystemen rose slightly from 19 million euro in 2012 to 20 million euro in The truck-related turnover from existing products such as hook lift, skip loader and cable systems remained constant. The expected growth failed to materialise due to disappointing order intake from the construction and waste market. The turnover from spreaders did rise due to the completion of a number of national and international projects in which our delivered quality and delivery time often proved decisive. The introduction of our new product for the port sector, the AGV (Automatic Guided Vehicle) made a major contribution to the order book. One new large order recently received guarantees work for these projects until well into Partly thanks to this one order, the order book is well-filled, and we face the coming year with a positive attitude and expect a major rise in turnover. Systems for the industrial sector For VDL Industrial Products, 2013 was a positive year. Turnover rose from 8 million euro in 2012 to 9 million euro in In the course of the year, the company focused on a broader and more in-depth range of products, including the addition of vibration conveyors and flex conveyor systems for the process industry. These products have been manufactured by sister companies in the VDL Groep for several years, but only actively marketed in the solids handling by VDL Industrial Products, since There is no growth expected in the building-related sectors but there are opportunities for growth in export and other national markets such as the food and chemical industries. All in all we expect slight growth in New companies At the start of 2013, a new company was established, VDL Bus & Coach Service FRY-ZHN. This company carries out maintenance and repair work from four workshops in the Netherlands, in Leiden, Krimpen a/d IJssel, Sneek and Leeuwarden. The workshops were initially intended to provide maintenance and repair services for the concessions Zuid-Holland-Noord and Friesland, as part of the agreement for 275 public transport buses for Arriva Nederland. Activities have now been expanded to include maintenance and repair work on coaches, mini and midi buses and other vehicles. On 17 July 2013, the Technology & Development (T&D) department of VDL ETG Eindhoven was made independent. The new company, VDL ETG Technology & Development has a staff of around 130, involved in the design and development of solutions and products, specifically for the semi-conductor, medical, solar and LED industries. These solutions relate primarily to the transport and positioning of fragile substrates in a vacuum or atmospheric environment. VDL ETG Technology & Development brings together the development departments of the locations VDL ETG Eindhoven, VDL ETG Almelo, VDL ETG Research and VDL ETG Projects. The company operates from Eindhoven, Almelo, Delft and Fremont (USA). The establishment of VDL ETG Technology & Development is an important step in the process of change at VDL ETG aimed at developing from exclusively manufacturing into partner in the field of research & development, for its clients. 29

32 In August 2013, VDL Groep acquired the parts manufacturing activities of ASMI in Singapore, together with part of the assembly activities. The acquisition involves 75 employees. These activities have been fully integrated with VDL ETG Singapore. As a result, the overall technology services from VDL ETG Singapore have been broadened, in respect of the design and manufacture of complex, precision frames. Investments In 2013, VDL Groep invested 85 million euro, approximately one third in business premises and two thirds in machinery and other equipment. At VDL Nedcar in Born, together with BMW Group and a number of suppliers, much work was carried out in 2013 on adapting the plant to the requirements of BMW for the production of the new MINI. The work ranged from construction and logistic changes through to the installation of new production facilities. As a result, VDL Nedcar is now almost ready for the launch of production of the new MINI in the summer of At VD Leegte Metaal in Hapert, the existing premises were renovated and additionally insulated in This project was concluded in mid In April, the floor of one hall at VDL Steelweld in Breda was adapted for the AGV project. Here, too, the premises were reinsulated. Following a construction period of eighteen months, the new premises for VDL ETG in Singapore were opened in mid-november. Expansion was necessary based on the massive growth at the business over the past few years, and expected growth in the future. A start was made on construction of the new 20,000 m² plant in 2012, on the derelict site behind the existing plant. The new premises, built on three floors, comprise production space, assembly space, cleanrooms, storage warehouses and offices. The original factory (7,400 m²) is linked to the new plant, and will be renovated in VDL ETG Singapore now occupies a total space of 27,400 m². The new building for the suspension system manufacturer VDL Weweler in Apeldoorn was opened at the end of November. The new building, occupying some 22,000 m² consists of eight halls each of approximately 2,500 m². Four of these halls are intended for the production of suspension systems and axles. The remaining areas will be used for assembly, dispatch and offices. The floors in the dispatch halls will be heated by residual heat from the production process and a ground loop heat exchange system is responsible for heating and cooling the office space. The new building has also been fitted with a completely new production line developed and automated entirely in-house by VDL Weweler. In this new production line, a range of production processes have been combined, that in the past were carried out separately given the nature of the former location. At the end of 2013, work was started on the construction of a new factory for Klima Warmtetechniek in Hamont (Belgium), due to be handed over at the end of In total, the building will measure 12,500 m², of which 10,500 m² will be for production and 2,000 m² for offices and canteen. 30

33 The building of VDS Technische Industrie in Hapert is due to be renovated in three phases. Phase one, will involve demolition of part of the adjacent building and the building of a new facility for dispatch and container storage was completed in The start of phase two, encompassing demolition of the remaining part of the building and construction of a new production hall, canteen and measurement room is planned for the construction industry holiday period in Finally, the existing canteen and wash area will be converted into office space. The VDS Technische Industrie building will then measure a total of 23,000 m². Part of the hall at VDS will also be raised, to allow use of the building by VDL Gereedschapmakerij for the storage and maintenance of moulds. In total, VDL Groep owns more than 1,200,000 m² of commercial property. In 2014, premises at VDL ETG Almelo and VDL ETG Eindhoven were purchased. In 2015, the existing buildings will be renovated and extended with new building for additional capacity. For VDL Wientjes Roden, a new approximately 14,000 m² building has been purchased, on a 40,000 m² plot. In 2014, the company will be moving to this new location. Since April 2014, the head offices of VDL Bus & Coach have been housed in the premises of VDL Bus Valkenswaard. A large proportion of activities previously undertaken centrally have therefore been returned to the operating companies that make up VDL Bus & Coach. The staff of VDL Bus & Coach Nederland and VDL Busland have also been stationed in the VDL Bus Valkenswaard building since April. In Germany, preparations are currently underway for new premises for VDL Delmas in Berlin, construction of which will be started in VDL also invested heavily in machinery and other equipment in A range of CNC machining centres, laser pipe cutting machines and welding and laser robots have been installed. In 2014, we are going to invest around 90 million euro in new buildings, machines and optimisation of production processes. Employees The number of employees at VDL Groep has risen from 8,757 at year end 2012 to 9,216 at year end 2013, which is 5% more than at the end of The vast majority of these 459 new employees were achieved through autonomous growth. 75 employees entered the service of VDL ETG Singapore, following the takeover of the production activities of ASMI in Singapore. EMPLOYEES (as at 31 December, including temporary employees)

34 EMPLOYEES BY GEOGRAPHICAL AREA (as at 31 December 2013) Netherlands 7,392 (80%) Belgium 860 (9%) Rest of Europe 344 (4%) Rest of the world 620 (7%) Total number of employees 9,216 EMPLOYEES BY DIVISION (as at 31 December 2013) Subcontracting 4,142 (45%) Car assembly 1,653 (18%) Buses & coaches 1,777 (19%) Finished products 1,504 (16%) Head office in the Netherlands and Belgium 140 (2%) Total number of employees 9,216 Worker participation In 2013, we consulted with the Joint Works Council on numerous occasions. As in previous years, these consultations were open and positively critical. The first topic of discussion in 2013 was the prognosis report. This report represents the kick-off for the new year. Another regularly recurring subject of discussion in 2013 was progress at VDL Nedcar (renovation, service centre and training programmes). There was also discussion of the way in which practical trainees (vocational training pathway BBL) should account for their hours. The percentage indirect hours among BBL trainees is higher than for other employees, as a result of practical supervision and training. A uniform policy has now been adopted, to clearly identify when the employees in question are in fact trainees. A higher percentage of indirect hours may never be allowed to lead to less training provision. The number of employees subject to the Work and Income Act (WIA) and the resultant claim burden has developed favourably over the past few years. In connection with this continuing low rate of WIA entry, VDL Groep is still willing to pay for the employer s share (50%) of the differentiated Work and Income Act premium. Other discussion topics included shorter working days leave, the statutory excess payment in medical expenses insurance in the event of industrial accidents and the writing off of doctor s hours during work as part of employment therapy. The restructuring of the management of VDL Groep was also discussed, together with the introduction of family members in the management team. Social dialogue within the Belgian VDL companies was also conducted in a constructive manner in

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37 For Belgium, 2013 was an important year in which initial decisions were taken on achieving a balanced situation for workers and operators. The most important changes for employees and employers relate to the bringing into line of the regulations governing payment of the first day of illness and periods of notice. The run-up period and effective agreement will be closely monitored by the various Works Councils. Within the Belgian Works Councils, as always, the socio-economic issues remain an important topic of discussion. The financial situation was averagely good at all companies, with a minor upsurge towards the end of the year, in a number of businesses. In the PBW Committees, topics relating to improved safety and welfare were particularly relevant. The obligation for establishing a plan within each company for keeping the over 45s at work longer and more healthily led to open discussions. The combination of the activities in our company and the ageing population mean that working on ergonomics and age awareness will be major challenges for the next few years. 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 demonstrate our social responsibility in various ways, for example by sponsoring a range of sporting, cultural and social events and associations, and through close cooperation with educational institutions and government. Over the past year, many employees of VDL Nedcar have undertaken volunteer work during the conversion period at the plant. In addition, VDL Groep supports a range of initiatives to promote the technical sector and technical education. Two years ago, we launched our own training programme for assembly work at the bus and coach companies. This programme was developed in consultation with the Summa College in Eindhoven, and has proven a great success. A new group of trainees started in 2013 and classes have been expanded to include assembly assignments at other VDL companies. In 2013, we started preparations for an in-house plastics training programme in collaboration with the Mikrocentrum and Summa College. This training programme will be launched in autumn In-house training courses have been proved to be highly effective in achieving the perfect match between education and practical requirements. In addition, sound learning and work supervision for young people during their internship or graduation at VDL are essential. Employees are keen to pass on their knowledge in order to maintain craftsmanship skills in the Netherlands. In 2013, in the Netherlands we employed 284 interns, at all levels. In respect of industrial health and safety and the environment, VDL operates a sustainable policy. Energy saving and waste prevention plans and the recycling of raw materials are constant areas of attention. VDL is generally concerned with its employees wellbeing. 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. We also offer workplaces for employees with restricted capacities. For a range of projects, we strive to achieve a win-win situation by deploying individuals who have been off the labour market for some time. From a social point of view, we recognise the importance of ensuring that these people also have an opportunity to participate in society. Although the contribution by VDL to a range of products is often not obvious, because of our supplier s 35

38 role, we do in fact produce essential components of products that make a contribution to improving the living environment. Examples are the charger panels for electrical cars, a ceiling system for use in operating theatres that enables surgeons to also take X-ray photographs during operations, a walking stick for the visually impaired equipped with modern sensor and information technology, and machines for the production of flexible solar cells and LED lighting. Examples of our own products that contribute to a better living environment are the VDL Citea Electric, our electric public transport bus and the AGV, the hybrid-powered port vehicle. All new building and renovation projects at VDL are carried out sustainably, as far as possible. We for example make use of sustainable materials, LED lighting that can be regulated depending on daylight levels, ground loop heat exchange in the ground and the use of residual heat from the production process, and solar panels on roofs. In installing new production lines, adjustments are made to further improve sustainability with a view to reduced levels of materials, lower energy consumption and less environmental burden. In other words, VDL strives to manufacture innovative products that are very smartly manufactured in terms of costs, and also contribute to a more sustainable living environment. 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. We view technical innovation as an integral part of innovative entrepreneurship. Creativity, daring and craftsmanship are the key elements. 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 realise 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 2013, we spent 79 million euro on research & development and a total of 738 employees were involved in R&D-related activities across all VDL companies. That places VDL Groep in 12 th place in the Technisch Weekblad index (Top 30 Business R&D 2014), making us one of the most innovative companies in the Netherlands. Once again in 2014 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 organisation and the maintenance of the financial position 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 36

39 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 for employees. VDL Groep believes strongly in the importance of continuing manufacture in the Netherlands and the Flanders region of Belgium, in a competitive manner. Through our investment in solid professional skills, as well as in robotisation 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 those 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, VDL is and will remain a family business. Prospects Turnover in the first quarter of 2014 rose to 485 million euro, as compared to 451 million euro in the first quarter of The result will also be clearly better than last year s first quarter. The order book is also far better filled at 669 million euro in week 13 of this year as compared to 485 million euro last year, and this total is set to rise further, as we aim to start production of the MINI in the summer. The number of employees also rose from 8,763 at the end of the first quarter in 2013 to 9,472 at the end of the first quarter of In respect of the 9,216 employees at year end 2013, this represents yet another new record. All in all, in terms of turnover, result and number of employees, we expect the eventual outcome to be higher in 2014 than in We have every confidence in our VDL Groep, and are convinced that this year will be a success. The dedication, knowledge and expertise of our employees and the cooperation with our company will certainly enable use to achieve the expected growth. Eindhoven, 16 April 2014 The Board of Directors, Wim van der Leegte (Chairman) Jan Karssen Wim Maathuis Jan Mooren Theo Toussaint Rini Vermeulen 37

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41 We are delighted to present to the shareholders for adoption the annual report for 2013 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. REPORT OF THE SUPERVISORY BOARD 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 In 2013, 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 consultation took place with the external accountant, during which the opportunity was taken to discuss the summary of the audit findings, the accountant s report, the reporting systems and the financial administrative organisation of the group. Members of the Supervisory Board each year attend a meeting of the Joint Works Council. Jennifer Thomassen - van der Leegte joined the management team of VDL Groep on 1 October 2013 as deputy director. In that connection, from that same date she stepped down as a member of the Supervisory Board. The Supervisory Board currently consists of four members. Within the Supervisory Board, no special commissions have been appointed. 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 outline of the strategic policy, the investment and acquisition policy, the operating result, the internal management and control system of the company, social policy, the organisation and the development of human resources and management development. During all meetings, intensive discussions were held with the Board of Directors concerning the integration of VDL Nedcar, including the agreements with BMW Group, the alterations to the plant and the installation of new production lines. Once again in 2013, despite continuing difficult market conditions, VDL Groep achieved an excellent result. Both turnover and employee numbers rose to record levels. 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 Eindhoven, 16 April 2014 The Supervisory Board, Louis Deterink (Chairman) Theo van Deursen Arie Kraaijeveld Lau Pas 39

42 AUDITOR S REPORT Statement concerning the abbreviated annual accounts The accompanying abbreviated annual accounts, consisting of the consolidated balance sheet as at 31 December 2013, the consolidated profit and loss account 2013, the statement of source and application of funds for 2013 and the principles for valuation and determination of result were derived from the consolidated annual accounts for 2013 of VDL Groep bv. We have issued an approved opinion together with the annual accounts, in our auditor s report dated 16 April 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 2013, and comply with the principles as described in the explanatory notes. Eindhoven, 16 April 2014 Govers Accountants / Adviseurs Paul van Vroonhoven RA 40

43 VDL GROEP SUBSIDIARIES 41

44 SUBSIDIARIES VDL Groep bv Board of Directors: Wim van der Leegte (Chairman) Jan Karssen Wim Maathuis Jan Mooren Theo Toussaint Rini Vermeulen VDL International bv Director: VDL Groep bv Hoevenweg AW Eindhoven, the Netherlands T: +31 (0) F: +31 (0) Holding company for foreign operating companies. VDL Vastgoed bv Director: Pieter van der Leegte Hoevenweg AW Eindhoven, the Netherlands T: +31 (0) F: +31 (0) Real estate company for VDL commercial real estate. Deputy Directors: Pieter van der Leegte Jennifer van der Leegte Willem van der Leegte Wim van Bakel Simon Bambach Joost Govaarts Rémi Henkemans Henri Koolen Bas van der Leegte Hoevenweg AW Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] VD Leegte Beheer bv Director: VDL Groep bv Hoevenweg AW Eindhoven, the Netherlands T: +31 (0) F: +31 (0) Holding company for Dutch operating companies. VDL Bus Beheer bv Director: VDL Groep bv Hoevenweg AW Eindhoven, the Netherlands T: +31 (0) F: +31 (0) Holding company for bus and coach companies. VDL Participatie bv Director: Godfried de Jongh Hoevenweg AW Eindhoven, the Netherlands T: +31 (0) F: +31 (0) Participation company with various minority participations. VDL Car Beheer bv Director: VDL Groep bv Hoevenweg AW Eindhoven, the Netherlands T: +31 (0) F: +31 (0) Holding company for car assembly. VDL Nederland bv Director: Jan Karssen Hoevenweg AW Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 Aartselaar, Belgium T: +32 (0) F: +32 (0) [email protected] Support of all Belgian and French group companies in the field of accounting and personnel matters. 42

45 SUBCONTRACTING VD Leegte Metaal bv Director: Jos Bax Handelsweg AL Hapert, the Netherlands T: +31 (0) F: +31 (0) 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 AJ Hapert, the Netherlands T: +31 (0) F: +31 (0) 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 AH Hapert, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 AJ Hapert, the Netherlands T: +31 (0) F: +31 (0) [email protected] Mechanical and hydraulic stamping, bending and drawing possible up to 800 tonnes, with integrated finishing. Medium-sized and large series from simple to complex metal parts with minimum tolerances. Material thickness mm. (Robotic) welding, (CNC) spot welding, klinking, 3D laser cutting, automated assembly and (sub)assembly. VDL Laktechniek bv Director: Cleem Rothengatter Meerenakkerweg AV Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] Grit blasting, zinc phosphate coating, cataphoresis painting, powder coating, wet painting, assembly and warehousing. Fully-automated cataphoresis and powder coating line including pre-treatment and zinc phosphating. VDL Belgium nv Director: Marco van Tongeren Industrielaan 15 Industriezone III - Erembodegem 9320 Aalst, Belgium T: +32 (0) F: +32 (0) [email protected] Metal processing including cutting, stamping, setting, (robotic) welding, spot welding. Specialty: CNC tube bending up to 150 mm diameter. Production of insulated tubes. Tool shop, ultrasonic cleaning and own wet-paint spray line. VDL Technics bv Director: Hans Sanders Korenmolen PB Boxtel, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 JL Heeze, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 DP Helmond, the Netherlands T: +31 (0) F: +31 (0) [email protected] Metalworking such as cutting, sawing, stamping, setting, pipe bending, CNC punching, CNC plate cutting and 3D pipe laser cutting, (robotic) welding and soldering. Sheet-metal work, construction work and assembly work. 43

46 SUBCONTRACTING NSA Metaalindustrie bv Director: Bart Spackler De Run LL Veldhoven, the Netherlands T: +31 (0) F: +31 (0) 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 mediumsized series. Highly advanced machinery. NSA Apparatenbouw bv Director: Pieter Aarts Sigarenmaker DJ Eersel, the Netherlands T: +31 (0) F: +31 (0) [email protected] System supplier in the area of (complex) medical, optical and mechatronic modules for OEM and consumer markets. Development, manufacture, 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 AJ Amersfoort, the Netherlands T: +31 (0) F: +31 (0) [email protected] Production, assembly and prototyping of complex sheet-metal parts, mechatronic components and assemblies. Specialized in machine building, (cleanroom) assembly of high-grade mechanical components and modules. All common sheet-metal working techniques such as laser cutting, punching, welding, bending, turning, milling, spark machining and degreasing of metal products. VDL Parree bv Director: Ger Stappers Spoorstraat RK Sevenum, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 DG Weert, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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: Piet Sterrenburg Wekkerstraat AN Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] From engineering and prototyping through to production of small and large series. Specialized in sheet metal 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 LJ Hendrik-Ido-Ambacht, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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, squaring and cutting. Machining: turning, milling and drilling. Mounting and mechanical assembly. VDL Rotech SRL Director: Silviu Nitulescu Zona industriala NV str. 1 nr Arad, Romania T: +40 (0) F: +40 (0) [email protected] Metalworking, specialized in CNC machining as milling and turning. Production of welded constructions and assembly work. Thin sheet-metal work: cutting, stamping and spot welding. VDL Systems bv Director: Edwin Willems Erfstraat BE Uden, the Netherlands T: +31 (0) F: +31 (0) [email protected] Development, production and installation of machines and internal transport systems for OEMs who produce Food Processing Equipment. Specialized in the processing of stainless steel and aluminium. VDL Postma bv Director: Johan Zwarts Leeuwarderstraatweg 121d 8441 PK Heerenveen, the Netherlands T: +31 (0) F: +31 (0) [email protected] Sheet-metal processing: laser cutting, CNC punch nibbling, cutting, squaring. Pipe processing: CNC bending, rolling, (robotic) welding and machining. Powder coating including chemical pre-treatment by means of separated immersion baths for steel and aluminium. 44

47 SUBCONTRACTING VDL Industrial Modules bv Director: Jeroen van den Hurk Brandevoortse Dreef DG Helmond, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 XT Swalmen, the Netherlands T: +31 (0) F: +31 (0) [email protected] Design, engineering, prototyping, production, assembly and installation of customer-specific mechanisation systems, machines and installations for the film, foam and paper industry. Development, production and supply chain management of modules and systems for OEMs for example in the medical sector. Certified welding and large-format mechanical processing including turning, milling, boring and drilling. VDL Wientjes Roden bv Director: Chris Mulder Produktieweg ZS Roden, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 AK Emmen, the Netherlands T: +31 (0) F: +31 (0) [email protected] Engineering, design and production of high-quality plastic products. Production techniques: injection moulding of (fibre-reinforced) thermoplastics, gas injection, 2-components and in-mould labelling. Hot-pressing of thermoharders (polyester) and assembly. Producer of sheet moulding compound (SMC), a glass fibre-reinforced polymer semimanufacture. VDL Services bv Director: Rob Diepstraten Handelsweg AL Hapert, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 bv General director: Simon Bambach Technical director: Guustaaf Savenije Achtseweg Noord GG Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 seven 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 Achtseweg Noord GG Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 ETG Research bv Director: Jadranko Dovic High Tech Campus AE Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 Hurksestraat AH Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 highquality technical prototypes for mechanical components and complete assemblies with very short lead times. 45

48 SUBCONTRACTING VDL ETG Technology & Development bv Director: Geert Jakobs Achtseweg Noord GG Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] Development organisation responsible for the development of high-tech mechatronic (sub) systems and the further optimisation of production processes within VDL ETG to ensure the provision of optimum systems to meet customer needs. VDL Enabling Technologies Group Almelo bv Director: Sander Verschoor Bornsestraat PB Almelo, the Netherlands T: +31 (0) [email protected] 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 259 Jalan Ahmad Ibrahim Singapore T: F: [email protected] 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 288 Su Hong Xi Road Suzhou Industrial Park Jiangsu P.R.C , China T: F: [email protected] 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 AL Hapert, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 CT Best, the Netherlands T: +31 (0) F: +31 (0) [email protected] Production of small and large series of composites (carbon and glass fibre-reinforced plastic) and polyurethane. These products serve the medical market (patient table tops for X-ray and MRI equipment and accessories). Also the development and production of high-tech machine components, lightweight composite parts and composite sandwich panels for the defence sector, transport sector, aerospace and container building. 46

49 CAR ASSEMBLY VDL Nedcar bv General director: Joost Govaarts Technical director: Karel Bouckaert Dr. Hub van Doorneweg RD Born, the Netherlands T: +31 (0) F: +31 (0) [email protected] Production and assembly of cars under contract to third parties. Also production of pressed sheet metal parts. 47

50 48

51 BUSES & COACHES VDL Bus & Coach bv Director: Rémi Henkemans De Vest XL Valkenswaard, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 AW Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 XP Valkenswaard, the Netherlands T: +31 (0) F: +31 (0) [email protected] Production of modules van luxury coaches, doubledeckers, VIP coaches, regional buses and special projects. VDL Bus Heerenveen bv Director: Dennis van Opzeeland Wetterwille GC Heerenveen, the Netherlands T: +31 (0) F: +31 (0) [email protected] Production of buses for public transport, such as city and regional buses. VDL Bus Venlo bv Director: Mark Bakermans Huiskensstraat PN Venlo, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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. ( / T: +31 (0) ) VDL Bus Roeselare nv Director: Peter Wouters Schoolstraat Roeselare, Belgium T: +32 (0) F: +32 (0) [email protected] Production of buses for public transport, luxury coaches, VIP coaches and carrying out special projects. VDL Bus Valkenswaard bv Director: Marc van Doorn De Vest XL Valkenswaard, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 XL Valkenswaard, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 Goussainville Cedex, France T: +33 (0) F: +33 (0) [email protected] 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, Spilamberto (MO), Italy T: F: [email protected] Sales, after sales and parts for all VDL Bus & Coach products in Italy. VDL Bus & Coach Belgium Director: Willem van der Leegte Schoolstraat Roeselare, Belgium T: +32 (0) F: +32 (0) [email protected] Sales, after sales and parts for all VDL Bus & Coach products in Belgium and Luxembourg. VDL Bus & Coach Polska Sp. z o.o. Director: Bolesław Piekorz Straszków Kościelec, Poland T: +48 (0) F: +48 (0) [email protected] 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 Büren, Germany T: +49 (0) F: +49 (0) [email protected] Sales, after sales and parts for all VDL Bus & Coach products in Germany. 49

52 BUSES & COACHES VDL Bus & Coach (Suisse) GmbH Director: Bernard Donzé Erlenstrasse 29 Postfach 2555 Brügg, Switzerland T: +41 (0) F: +41 (0) 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 Dačice, Czech Republic T: F: Sales, after sales and parts for all VDL Bus & Coach products in the Czech Republic and Slovakia. 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) F: +27 (0) [email protected] 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 Gandijeva 99d Belgrade, Serbia T: F: [email protected] Sales, after sales and parts for all VDL Bus & Coach products in Serbia. VDL Bus & Coach Danmark A/S Director: John Lausen Naverland Glostrup, Denmark T: F: [email protected] Sales, aftersales and parts for all VDL Bus & Coach products in Denmark. VDL Bus Center bv Director: Manon Raynal De Run LL Veldhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 Büren, Germany T: +49 (0) F: +49 (0) [email protected] 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 Goussainville Cedex, France T: +33 (0) F: +33 (0) [email protected] Purchase and sales of used buses and coaches of all makes and models. VDL Busland bv Director: Ton Behr De Vest XL Valkenswaard, the Netherlands T: +31 (0) F: +31 (0) [email protected] Specialized workshop for the maintenance, repair and damage repair of all makes of coaches and buses. VDL Bus & Coach Service FRY-ZHN bv Director: Ton Behr De Vest XL Valkenswaard, the Netherlands T: +31 (0) F: +31 (0) [email protected] Specialist workshop for maintenance, repair and damage repair for coaches, buses and other transport equipment. VDL Parts bv Director: Peter Schellens De Run DE Veldhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] Worldwide purchase and sale, logistics and information provision for all original VDL Bus & Coach spare parts and related accessories. Advanced Public Transport Systems bv Director: Ruud Bouwman Steenovenweg HN Helmond, the Netherlands T: +31 (0) F: +31 (0) [email protected] Development, production and sales of high-quality public transport systems. 50

53 FINISHED PRODUCTS VDL Agrotech bv Director: Brian van Hooff Hoevenweg AW Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] Equipment for intensive livestock keeping, including engineering and erection of complete turnkey projects. Manure drying tunnel. VDL Industrial Products bv Director: Carlos Ooijen Hoevenweg AW Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 BJ Breda, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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 1-3, The Barford Exchange Wellesbourne Road, Barford, Warwickshire, CV35 8AQ, Great Britain T: +44 (0) [email protected] 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 Köln, Germany T: +49 (0) F: +49 (0) [email protected] 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 AB Director: Peter de Vos Flygfältsgatan 16A Torslanda, Sweden T: + 46 (0) [email protected] 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 RR Kapelle, the Netherlands T: +31 (0) F: +31 (0) [email protected] Develops, produces, assembles and distributes sunbeds for both the consumer market and professional tanning studios. Sale of accessories for the tanning market. Development, production and assembly of car roof boxes and bicycle carriers. VDL Klima bv Director: Wim Jenniskens Meerenakkerweg AV Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] Development and production of heat exchangers (incl. air/air coolers, air/water coolers, box coolers, shell and tube heat exchangers) and ventilation systems for various applications such as electrical propulsion systems and power generators, transformers & converters. Klima Warmtetechniek nv Director: Wim Jenniskens Buitenheide Hamont-Achel, Belgium T: +32 (0) F: +32 (0) [email protected] Production company of VDL Klima products. VDL Klima France sarl Director: Pascal Pécuchet 276 Avenue de la Marne Chateau Rouge Marcq en Baroeul, France T: +33 (0) F: +33 (0) [email protected] 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) F: +32 (0) [email protected] Development and production of parts for industrial furnaces (convection/radiation), as well as complete furnace modules, pressure vessels, heat exchangers, skids and separation modules for the chemical, petrochemical, oil and gas industry. Production of high-voltage masts. 51

54 FINISHED PRODUCTS VDL Delmas GmbH Director: Jörg Nelius Breitenbachstraße Berlin, Germany T: +49 (0) F: +49 (0) Development, production and delivery of heat exchangers, cooling units and related aggregates for industrial applications. VDL Containersystemen bv Director: Frans van Dommelen Industrieweg AJ Hapert, the Netherlands T: +31 (0) F: +31 (0) Development, production, sales, repair and installation of hydraulic container-handling systems (hook-arm systems, skip loaders and cable systems), container trailers and containers. Development, production, sales and repair of spreaders and AGVs for handling 20, 40 and 45 feet ISO containers. VDL Containersysteme GmbH Director: Frans van Dommelen Oberer Westring Büren, Germany T: +31 (0) F: +31 (0) [email protected] Sales and after sales of container handling systems and trailers in Germany. VDL Weweler bv Director: Dick Aalderink Ecofactorij WC Apeldoorn, the Netherlands T: +31 (0) [email protected] 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 Poperinge, Belgium T: +32 (0) F: +32 (0) [email protected] 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 Kanaal Zuid BD Apeldoorn, the Netherlands T: +31 (0) F: +31 (0) [email protected] Distribution of high-quality technical components for trucks, trailers, semi-trailers and buses. Truck & Trailer Industry AS Director: Øyvind Stenersen Persveien Oslo, Norway T: +47 (0) F: +47 (0) [email protected] 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 AV Eindhoven, the Netherlands T: +31 (0) F: +31 (0) [email protected] 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: F: [email protected] Sales and service of VDL products in North America. VDL Middle East fzco Director: Rémi Henkemans 5WA (West Ring) Dubai Airport Free Zone, United Arab Emirates Sales, after sales and service of VDL products in the Middle East. 52

55 VDL GROEP FINANCIAL REPORT

56 CONSOLIDATED BALANCE (x 1,000 euro) Assets 31 December December 2012 Fixed assets Intangible fixed assets Goodwill Tangible fixed assets Buildings and land 462, ,228 Machinery and installations 82,287 88,180 Other fixed assets 36,373 36, , ,174 Financial fixed assets Participations 41,827 35,033 Other financial fixed assets 3,493 2,579 45,320 37,612 Current assets Stocks Raw materials and consumables 96, ,099 Work in progress and projects 178,905 35,227 Finished products and commodities 109,364 98, , ,092 Accounts receivables Trade debtors 255, ,085 Taxes 10,297 0 Other receivables and accrued income 9,316 19, , ,529 Cash at bank and in hand 95, ,781 1,382,879 1,403,669 54

57 Liabilities 31 December December 2012 Group capital Shareholders equity 854, ,049 Third party interests , ,480 Provisions Pension provisions 1,545 1,527 Warranty provisions 28,892 27,415 Taxation provisions 36,585 42,630 Other provisions 81, , , ,585 Long-term liabilities Debts to credit banks 77, ,646 Current liabilities Debts to credit banks 12,200 17,914 Debt to suppliers 174, ,983 Taxes and social security contributions 26,286 20,449 Other debts and deferred liabilities 89,430 73, , ,958 1,382,879 1,403,669 55

58 CONSOLIDATED PROFIT AND LOSS ACCOUNT (x 1,000 euro) Net turnover 1,632,108 1,628,857 Changes in stocks 139,832-34,914 Inter-company trading 1,019 2,425 Other operating income 95,678 8,825 Total operating income 1,868,637 1,605,193 Costs of raw materials and consumables 941, ,994 Subcontracted work and other external costs 273, ,580 Salaries and wages 389, ,094 Social security contributions and other personnel costs 102,141 80,201 Depreciation of (in)tangible fixed assets 47,326 32,490 Other operating costs 19,042 11,427 Total operating costs 1,773,027 1,517,786 Operating profit 95,610 87,407 Financial expenses -5,349-9,045 Profit on ordinary activities 90,261 78,362 Profit on non-consolidated shareholdings 7,766-2,683 Profit before tax 98,027 75,679 Tax -7,341-19,923 Third party interests -2, Net profit after tax 88,582 56,755 56

59 STATEMENT OF SOURCE AND APPLICATION OF FUNDS (x 1,000 euro) Source of funds Profit appropriation 88,582 56,755 Depreciation (in)tangible fixed assets 47,326 32,490 Change to consolidated participations ,420 Other financial fixed assets transactions Long-term loans taken up - 110,000 Changes in provisions - 27, , ,039 Application of funds Third party interests Investments minus desinvestments 82,457 61,546 Repayment on long-term loans 66,014 22,358 Changes in provisions 67,290 - Change to non-consolidated participations 6,796 10,292 Other changes in equity 22,380 21, , ,428 Changes in working capital -108, ,611 57

60 General PROVISIONS 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. 58

61 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: 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. Costs of repair and maintenance are charged directly to the result. Financiële vaste activa 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 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. Project work in hand Project work in hand undertaken on behalf of third parties is valued on the basis of realised project costs plus attributable profit and less processed losses and invoiced instalments. The attributable profit is determined on the basis of individual assessment of the executed proportion of the project. If the result on project work in hand cannot be reliably estimated, no profit is attributed. Project costs comprise the costs relating directly to the project, the costs attributable to project activities in general and attributable to the project, and other costs that can be contractually attributed to the client 59

62 Accounts receivable Receivables including taxes and prepayments and accrued income are initially valued at face value, and subsequently at the amortised cost price. The face value and amortised cost price are equal to the nominal value. Any provisions considered necessary for bad debts are deducted. Provisions are determined on the basis of individual assessment of the accounts receivable. Accounts receivable also includes a share of the deferred tax credit that cannot be set off against the deferred tax obligations, due to the available forward offset of losses. Expectations are that this deferred tax credit will be settled in the near future. 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 viewed as realised at the time of delivery and with project work in hand, in accordance with the valuation principles. 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. 60

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64 VDL GROEP ANNUAL REPORT 2013