1 HAMBORNER AKTIENGESELLSCHAFT ANNUAL REPORT 2008
2 Osnabrück, Sutthauser Straße 285 / 287
4 HAMBORNER at a glance: Key figures for the Group in accordance with IFRS From the profit and loss account Income from rent and leases 12,597 13,239 19,437 Operating results 9,074 10,642 20,768 Result from participations Financial result ,927 EBITDA 16,398 48,325 30,975 EBIT 13,836 45,148 21,643 Consolidated surplus 11,277 52,226 17,341 From the balance sheet Balance sheet total 178, , ,346 Non-current assets 162, , ,848 Equity capital 136, , ,050 Equity ratio in % From the cash flow statement Cash flow from operating activity 8,152 23,528 10,283 Cash flow from investment activity -2,278-73,103 41,696 Cash flow from financing activity -7,281 58,428-10,998 Change in liquidity -1,407 8,852 40,981 The HAMBORNER share * Earnings per share in E Funds from Operations (FFO) per share in E Dividend per share in E Stock market prices per no-par-value share in E (XETRA) Highest share price Lowest share price Year-end share price Dividend yield in relation to the year-end share price in % Price/earnings ratio ** Market capitalisation at the year-end 242, , ,928 Net asset value per share in E Other data Market value of the property portfolio 185, , ,100 Number of employees at the year-end including the Managing Board * Details per share for 2006 converted for the purpose of comparability with 2007 and 2008 (1:3 after share split). ** The price in relation to the result from activities to be continued produces a p/e ratio of for 2007.
7 To our shareholders 6 Letter to shareholders 8 Managing Board and Supervisory Board 10 Report of the Supervisory Board 14 Corporate Governance at HAMBORNER AG 20 The HAMBORNER share Management report 28 General economic conditions 32 Economic report 50 Report on opportunities and risks 54 Final declaration on the report regarding relationships with affiliated companies (Art. 312 of the German Stock Company Act [Aktiengesetz]) 54 Report on additional information under company law (Art. 289 Para. 4 of the German Commercial Code [HGB] in conjunction with Art. 315 Para. 4 of the German Commercial Code) 57 Remuneration of the Managing Board and Supervisory Board 60 Supplementary report 61 Forecast report Consolidated financial statement 67 Consolidated profit and loss account 68 Consolidated balance sheet 70 Consolidated cash flow statement 71 Consolidated statement of changes in equity 72 Consolidated fixed asset movement schedule 74 Notes to the consolidated financial statements 105 Assurance of the legal representatives 106 Declaration of the Managing Board 107 Audit certificate of the statutory auditor Supplementary information 110 Important terms and abbreviations 113 General information 115 Financial calendar
8 To our shareholders Bremen, Hermann-Köhl-Straße 3
9 Letter to shareholders 6 Managing Board and Supervisory Board 8 Report of the Supervisory Board 10 Corporate governance at HAMBORNER AG 14 The HAMBORNER share 20
10 6 To our shareholders: Letter to shareholders
11 To our shareholders: Letter to shareholders 7 The world economy is in a deep recession, the most serious for decades. Negative news dominates the financial press and pessimism is everywhere. Whereas it appeared at the outset that only the financial markets were affected, the crisis has meanwhile encroached into virtually every industry. What consequences does this have for HAMBORNER AG? Firstly, economic conditions and the letting market have not become easier for our company either, of course. Secondly, however, opportunities also present themselves opportunities to play to our strengths and to differentiate ourselves positively from the competition. As a long-term owner of a commercial property portfolio, HAMBORNER has a clearly focused business model. With the discontinuation of the special securities fund, the disposal of the purely residential properties and the sale of our shareholding in Wohnbau Dinslaken, we have made our structures even leaner, and can focus entirely on our core businesses. In addition, HAMBORNER is showing significant financial strength. With an equity ratio of 56.9% and high liquid reserves, the terms credit squeeze or refinancing problems are foreign words for our company. The balanced composition of our asset portfolio and the sound tenant structure ensure that rental income, which has risen by 46.8% year-on-year to 19.4 million, remains highly stable. Our investments over the past two years in particular have contributed to this. As unpleasant as the overall economic situation currently appears, HAMBORNER has recorded another successful year: in the reporting year, we achieved an operating result in the Group amounting to 20.8 million and a profit for the financial year of 17.3 million. The consolidated surplus results in earnings per share of For the first time in our annual report, we have mentioned the FFO (Funds from Operations), a key figure that forms an element of our control system. It is the benchmark for the liquid funds generated from ongoing operating activity. The FFO for 2008 amounts to 0.37 per share. In light of this positive business development, we will be proposing a dividend of 0.35 per share for 2008 to the general shareholders meeting. In doing so we have taken a balanced approach both to the justified demand for an appropriate distribution of profit and to our obligation to strengthen HAMBORNER s internal financing ability. The year-end share price of 5.75 has given rise to an attractive dividend yield of 6.1%. The persistence of difficult economic conditions notwithstanding, we are optimistic that the course of business will be positive in Our financial strength, the current attractive interest rates and the temporary further easing of property prices all offer HAMBORNER opportunities which we will be exploiting to the full. We thank all of our shareholders for their trust in HAMBORNER AG, and look forward to your continued support of the company in its future development. Kind regards Dr. Rüdiger Mrotzek Hans Richard Schmitz
12 8 To our shareholders: New property acquisitions in 2007 Erfurt, Neuwerkstraße 2
13 To our shareholders: Managing Board and Supervisory Board 9 Managing Board and Supervisory Board Managing Board Dr. Rüdiger Mrotzek, Hilden born 1957, member of the Managing Board since 8 March 2007, appointed until 7 March 2010, responsible for the areas of finance/accounting, taxes, properties, EDP, risk management/controlling Hans Richard Schmitz, Bonn born 1956, member of the Managing Board since 1 December 2008, appointed until 30 November 2011, responsible for the areas of legal matters, personnel, corporate governance, investor relations/public relations, insurance Roland J. Stauber, Essen Spokesperson, born 1962, member of the Managing Board from 15 May 2007 until 15 August 2008, responsible for the areas of properties, legal matters, personnel, corporate governance, public relations, insurance Supervisory Board Dr. jur. Josef Pauli, Essen - Honorary Chairman - Volker Lütgen, Wentorf Managing Director of HSH Capitalpartners GmbH Dr. rer. pol. Eckart John von Freyend, Bad Honnef - Chairman - Shareholder of Gebrüder John von Freyend Vermögens- und Beteiligungsgesellschaft m.b.h. Dr. rer. pol. Marc Weinstock, Kelkheim-Fischbach - Deputy Chairman - Chairman of the Managing Board of HSH Real Estate AG Robert Schmidt, Datteln Managing Director of Evonik Immobilien GmbH Edith Dützer, Moers *) Clerical employee Hans-Bernd Prior, Dinslaken *) Technician *) employee representatives
14 10 To our shareholders: Report of the Supervisory Board Report of the Supervisory Board Dear Shareholders, 2008 was another successful business year for HAMBORNER AG. The company is well prepared for the continuing difficult market conditions. Armed with a healthy balance sheet and high liquidity, in our opinion HAMBORNER AG will also be able to overcome the huge challenges of Dr. rer. pol. Eckart John von Freyend, Bonn (Chairman of the Supervisory Board) Monitoring the conduct of business and cooperation with the Managing Board We have thoroughly and regularly monitored the Managing Board s management of the business in the reporting year 2008, informing ourselves in depth about all significant business transactions and upcoming decisions. For this, in accordance with Art. 90 Paras 1 and 2 of the German Stock Company Act, the Managing Board has reported in good time and comprehensively, both orally and in writing, on the strategic orientation of the company as well as all relevant aspects of the business plan, including financial, investment and personnel planning. In addition, we were informed about the economic position and the profitability of the company and of the Group as well as about the course of transactions, including the risk position and risk management. Five meetings of the Supervisory Board were held in the financial year Additionally, we effected resolutions outside meetings in the case of seven urgent transactions predominantly relating to the buying and selling of properties. Each meeting was attended by all members of the Supervisory Board. Furthermore, as Chairman of the Supervisory Board, I was in regular contact with the Managing Board in order to inform myself about current developments in the business s position, important transactions and upcoming decisions. Main focus of work in the Supervisory Board plenum The turnover, earnings and personnel development of the Group, the financial position as well as the letting rate and the current situation with regard to purchases and sales were explained to us in detail by the Managing Board in all meetings and then discussed collectively by us. We also thoroughly discussed numerous individual issues with the Managing Board in the meetings. In the financial statements meeting of 7 March 2008, the Supervisory Board approved the annual and consolidated financial statements of HAMBORNER AG as of 31 December 2007 after its own review and discussion of significant aspects with the statutory auditor, BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft. We also approved the Managing Board s proposal for the appropriation of profits. Furthermore, we adopted the resolution proposals to be submitted to the ordinary Annual General Meeting 2008 and discussed the subject of REITs. The focal points of the meeting on 14 May 2008 were the preparation for the general shareholders meeting 2008 and authorisation for the sale of the Osnabrück property, Große Straße 61.
15 To our shareholders: Report of the Supervisory Board 11 The constitutive meeting of the Supervisory Board took place on 5 June 2008 following the general shareholders meeting. In that meeting, I was re-elected as Chairman, and Dr. Weinstock as Deputy Chairman of the Supervisory Board. In addition, the appointments of all members of the Executive, Audit and Nominating Committees were confirmed. The meeting on 18 September 2008 predominantly dealt with a yield-orientated control concept for the HAMBORNER Group. Possible portfolio transactions within the framework of the corporate strategy were also discussed. The Group s budget and medium-term plan for the years were the main areas explored at the planning meeting on 20 November Planned growth in turnover and earnings was discussed thoroughly with the Managing Board. At the same time, the Managing Board explained the nine-month report. Report from the committees Part of the Supervisory Board s activities also take place in committees. Three committees were in place during the financial year The Executive Committee met twice to discuss the determination of the variable Managing Board remuneration and personnel matters. The Audit Committee convened four times in the reporting year with the involvement of the statutory auditor. It discussed the annual and consolidated financial statements 2007 in detail and had the 1st quarter, half-year and 3rd quarter interim reports 2008 explained by the Managing Board. In addition, it occupied itself with the preparation of the Supervisory Board s electoral proposal to the general shareholders meeting for the appointment of the statutory auditor. There was no reason for the Nominating Committee to convene in the reporting year. At the start of each of its meetings the Supervisory Board was informed about the activity of the committees by the respective Chairman. Corporate governance an important part of our work The Supervisory Board and Managing Board also dealt in depth with the progression of intra-company corporate governance in the financial year We report on this together with the Managing Board in the Corporate Governance report for 2008 in accordance with Art of the German Corporate Governance Code. On 7 February 2008, in order to avoid a conflict of interest, Messrs. Weinstock and Lütgen abstained from voting in connection with the conclusion of an intermediary agreement with HSH Capitalpartners GmbH, a 100% subsidiary of HSH Real Estate AG, for the purpose of purchasing two commercial properties in Hamburg.
16 12 To our shareholders: Report of the Supervisory Board Equally, they did not participate in the voting with regard to a consultancy contract for HSH Real Estate AG on 18 September Similarly, Mr Schmidt abstained from the written vote of 11 November 2008, the object of which was the sale of Wohnbau Dinslaken to an affiliated company of Evonik Immobilien GmbH. No other conflicts of interest within the meaning of Art of the German Corporate Governance Code have arisen with any of our members. The statutory auditor submitted a declaration of independence in accordance with Art of the German Corporate Governance Code, which gave no cause for doubts in our view. The Supervisory Board together with the Managing Board submitted an updated declaration of compliance with the German Corporate Governance Code on 3 December 2008, in accordance with Art. 161 of the German Stock Company Act. This declaration of compliance is published on the company s website (Unternehmen/Corporate Governance/ Entsprechenserklärung gemäß 161 AktG). Conclusion of the annual and consolidated financial statements On 19 March 2009, the annual financial statements 2008 were examined in detail with the participation of the auditor, initially in the Audit Committee and then in the Supervisory Board meeting. In preparation, copies of the audit reports were sent to all members of the Supervisory Board in advance. The auditors certifying the annual financial statements reported on the audit results and were available to the Supervisory Board to answer questions. The Supervisory Board examined in detail the annual and consolidated financial statements of HAMBORNER AG with the consolidated management report as well as the proposal for the appropriation of profits. There was no cause for objections so the Supervisory Board approved the annual and consolidated financial statements 2008 in its meeting on 19 March As a result, the annual financial statements 2008 prepared by the Managing Board are adopted. The Supervisory Board endorsed the Managing Board s proposal for distribution of the unappropriated surplus. Unqualified audit certificate of the statutory auditor The annual financial statements of HAMBORNER AG as of 31 December 2008, prepared by the Managing Board in accordance with the rules of the German Commercial Code and the German Stock Company Act, as well as the Management Report of the public limited company and of the Group, consolidated pursuant to Art. 315 Para. 3 of the German Commercial Code, were audited by Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, Dusseldorf. The Supervisory Board had appointed this auditor on foot of a resolution approved at the general shareholders meeting of 5 June The statutory auditor issued an unqualified audit certificate. The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS). The additional preparation of consolidated financial statements in accordance with the German Commercial Code was waived pursuant to Art. 315 Para. 1 of the German Commercial Code. The statutory auditor also granted an unqualified audit certificate to both the consolidated financial statements submitted and the consolidated report regarding the position of the company and of the Group.
17 To our shareholders: Report of the Supervisory Board 13 Report on relationships with associated companies The report to be prepared by the Managing Board, pursuant to Art. 312 of the German Stock Company Act, regarding the company s relationships with associated companies has been audited by the statutory auditor and furnished with the following unqualified audit certificate: Following our compulsory audit and evaluation, we confirm that: 1. The factual details of the report are correct; 2. In the case of the transactions recorded in the report, the company s payment was not unduly high. The statutory auditor s representative was also available for explanation of this report in the Supervisory Board meeting on 19 March After undertaking its own examination, the Supervisory Board approved the audit result of the statutory auditor. There was also no cause for objection with regard to the statement of the Managing Board at the end of the report regarding relationships with associated companies. Changes in the Managing Board The Supervisory Board revoked the appointment of Dipl.-Kfm. Roland J. Stauber as a member of the Managing Board on 15 August 2008 with immediate effect on compelling grounds. The lawyer Mr. Hans Richard Schmitz was appointed as a member of the Managing Board as of 1 December The Supervisory Board thanks the directors Dr. Rüdiger Mrotzek and Hans Richard Schmitz as well as all employees for their great personal dedication, their efforts and their continuing commitment. Duisburg-Hamborn, 19 March 2009 The Supervisory Board Dr. Eckart John von Freyend (Chairman)
18 14 To our shareholders: Corporate governance at HAMBORNER AG Corporate Governance at HAMBORNER AG Corporate Governance Report Commensurate with the recommendations in Art of the German Corporate Governance Code in the version of 6 June 2008, the Managing Board and Supervisory Board report on corporate governance at HAMBORNER AG as follows: Transparency and good company management traditionally rank very highly for the Managing Board and Supervisory Board of HAMBORNER AG. For this reason, we regularly, promptly and comprehensively inform our shareholders, all other capital market participants, financial market analysts, the relevant media, and also our employees, about the position of the company and any significant changes. We use a wide variety of potential information and communication channels for this purpose, whereby special mention should be made of our regular quarterly, interim and annual reports, our announcements for disclosure under capital market legislation such as ad-hoc announcements or notifications on directors dealings, but also our participation in events with financial analysts such as the Real Estate share initiative or the publication of press releases on current issues relating to HAMBORNER AG. In the process, we primarily use the internet to distribute information. All of the above-mentioned corporate information is available to interested parties on our website. Since the German Corporate Governance Code entered into force, the Managing Board and Supervisory Board have addressed the Code s recommendations at regular intervals and as far as possible and necessary implemented them promptly. The objective was and always is to ensure good and responsible corporate development geared to sustainability which is in the interests of all stakeholders. The Code as such was most recently the subject of the Supervisory Board meeting on 18 September 2008 at which the amendments to the Code, contained in the new version of 6 June 2008, published in the electronic German Federal Gazette on 8 August 2008 and valid since that date, were discussed in depth. The recommendation in Art of the Code, according to which the Supervisory Board plenum, on the suggestion of the committee that deals with the management contracts, should approve the remuneration system including the basic contract components and regularly review it, has already been implemented in the case of the appointment of Hans Richard Schmitz to the Managing Board of our company. The recently incorporated recommendation in Clause 2 to Art of the Code, that the Supervisory Board or its Audit Committee and the Managing Board discuss half-yearly and possible quarterly financial reports prior to publication, corresponds with existing practice at HAMBORNER and will be complied with in the future as well.
19 To our shareholders: Corporate governance at HAMBORNER AG 15 The Managing Board and Supervisory Board of HAMBORNER AG therefore adopted the following declaration of compliance in December 2008 in accordance with Art. 161 of the German Stock Company Act. According to that, apart from minor qualifications the company has complied with the recommendations of the German Corporate Governance Code in the reporting year. Reference is made to the text of the declaration of compliance with regard to the explanations on the deviations from the Code s recommendations: Current declaration of compliance from December 2008 Declaration of the Managing Board and Supervisory Board of HAMBORNER AG on the recommendations of the Government Commission for the German Corporate Governance Code pursuant to Art. 161 of the German Stock Company Act The Managing Board and Supervisory Board of HAMBORNER AG declare that, up to 15 August 2008, HAMBORNER AG has fully complied with the recommendations of the Government Commission for the German Corporate Governance Code ( Code ) in the Code version of 14 June 2007 as well as the recommendations in the Code version of 6 June 2008 since submission of its last declaration of compliance in November The Code has been complied with since then with the exception of the recommendation in Art Clause 1. HAMBORNER AG will comply with the Code in the future with the slight qualification of the recommendation in Art Clause 1. Explanation: Art Clause 1 of the Code states that the Managing Board should consist of several persons and have a Chairman or spokesperson. Since the departure of the previous spokesperson for the company, Roland J. Stauber, with effect from 15 August 2008, the Managing Board was occupied by just one person until 30 November. With the appointment of Hans Richard Schmitz as a member of the Managing Board as from 1 December 2008, it once again consists of two persons. The nomination of a Chairman or spokesperson was waived on account of the Managing Board consisting of just two persons. Duisburg-Hamborn, December 2008 HAMBORNER Aktiengesellschaft Managing Board Supervisory Board
20 16 To our shareholders: Corporate governance at HAMBORNER AG Internet information for our shareholders Both the current declaration of compliance and all declarations from previous years are available on our website at Unternehmen/Corporate Governance/ Entsprechenserklärung gemäß 161 AktG. In addition, shareholders may obtain information at Investor Relations/IR-News/Finanzkalender regarding the dates on which recurring publications such as financial reports will appear, and on the date of the general shareholders meeting. On our website, the annual report also informs our shareholders in detail about the previous financial year, in advance of the general shareholders meeting. In addition the website offers all interested parties access to other corporate information published by the company, such as notifications in accordance with the German Securities Trading Act and the German Securities Prospectus Act [Wertpapierprospektgesetz], press releases or the latest corporate presentation. Collaboration between the Managing Board and the Supervisory Board The Managing Board and Supervisory Board work together closely for the benefit of the company. At regular intervals, the Managing Board promptly and comprehensively notifies the Supervisory Board about all relevant issues of the business plan, about the course of transactions and the position of the Group including the risk position. Questions on strategic orientation and further development are discussed jointly between Supervisory Board and Managing Board. Important Managing Board decisions are linked to the agreement of the Supervisory Board in accordance with the former s procedural rules and the Articles of Association. No consultancy or other service or work contracts were concluded directly between HAMBORNER AG and individual members of the Supervisory Board in the financial year However, one brokerage agreement was concluded with HSH Capitalpartners GmbH, a 100% subsidiary of HSH Real Estate AG, in connection with the purchase of two commercial properties in Hamburg. In addition, an agreement was signed with HSH Real Estate itself regarding transaction consultancy in connection with the takeover of a larger property portfolio. When approval was sought from the Supervisory Board on this issue, Messrs. Weinstock and Lütgen abstained from voting. Similarly, Mr. Schmidt abstained from the written vote of 11 November 2008, the object of which was the sale of the Wohnbau Dinslaken GmbH shareholding to an affiliated company of Evonik Immobilien GmbH. Other potential or actual conflicts of interest of members of the Managing Board and Supervisory Board, requiring immediate disclosure to the Supervisory Board, did not arise during the reporting period. In accordance with Art. 15a of the German Securities Trading Act, a duty of disclosure is incumbent on the members of the Managing Board and Supervisory Board, as well as persons who perform management functions with the issuers of shares, regarding the purchase and sale of securities of the company as soon as the total value of transactions by a person
21 To our shareholders: Corporate governance at HAMBORNER AG 17 with management functions and individuals in a close relationship with that person reaches or exceeds the total negligible value of 5,000 by the end of the calendar year. The following completed transactions were notified to HAMBORNER AG during the reporting year 2008: On 7 July 2008, Dr. Rüdiger Mrotzek (member of the Managing Board) purchased 1,500 no-par-value shares at a weighted average price of 8.18 per share. On 24 October 2008, Dr. Rüdiger Mrotzek (member of the Managing Board) purchased 1,500 no-par-value shares at a weighted average price of 6.28 per share. On 12 December 2008, Dr. Rüdiger Mrotzek (member of the Managing Board) purchased 2,500 no-par-value shares at a weighted average price of per share. The company did not receive any further notifications regarding transactions of management staff pursuant to Art. 15a of the German Securities Trading Act during the reporting year. All of these notifications are permanently available on our website at Unternehmen/Corporate Governance/Meldepflichtige Wertpapiergeschäfte. As at 31 December 2008 there was no ownership subject to disclosure requirements pursuant to Art. 6.6 of the German Corporate Governance Code in the version of 6 June In compliance with the requirements of the German Investor Protection Improvement Act [Anlegerschutzverbesserungsgesetz], the company has created an insider list, in which all relevant persons are included. The mandates of members of the Managing Board and Supervisory Board are shown in the notes to the consolidated financial statements on page 104 and relationships with associated persons are shown on page 102. Responsible risk management The company s responsible handling of risks is also part of good corporate governance. Systematic risk management within the framework of our value-oriented corporate management ensures that risks are identified and assessed early, and risk positions optimised. HAMBORNER AG s early risk identification system is also subject to review by the statutory auditor. It is continuously enhanced and adapted to changing economic conditions. For information on risk management and the current risk position, please refer to the report on opportunities and risks. The statutory auditor Deloitte & Touche The statutory auditor proposed to the general shareholders meeting for election for the financial year 2008, Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, Dusseldorf, submitted its declaration of independence in accordance with Art of the German Corporate Governance Code in a letter dated 28 March It was agreed with the statutory auditor that the Chairman of the Audit Committee should be immediately informed regarding grounds for exclusion or lack of impartiality which arise during the audit, in so far as they are not immediately eliminated. It was further agreed that the Chairman of the Supervisory Board
22 18 To our shareholders: Corporate governance at HAMBORNER AG and the Chairman of the Audit Committee would be immediately informed in the event that specific findings or incidents arise in the execution of the audit of financial statements, which could be of significance for the proper discharge of the functions of the Supervisory Board. This includes the discovery of any facts demonstrating that the declarations submitted by the Managing Board and Supervisory Board pursuant to the Code contain some inaccuracy. Remuneration report The objective of the German Corporate Governance Code is to promote the confidence of national and international investors, clients, employees and the general public in the management and monitoring of German quoted companies. To this end, the German Corporate Governance Code provides for, inter alia, disclosure of the remuneration granted to members of the Managing Board and members of the Supervisory Board. The emoluments of the Managing Board and Supervisory Board are oriented to the annual corporate profit of HAMBORNER AG. They are made up of fixed and variable parts. Detailed explanations on the remuneration system and on the remuneration of the Managing Board and Supervisory Board may be found in the management report on page 57 et seq. The statements quoted there are part of the corporate governance report.