VDL Groep annual report 2012

VDL Groep annual report 2012

VDL Groep Annual report 2012 VDL Groep bv Hoevenweg 1 5652 AW Eindhoven, the Netherlands Phone +31 (0)40-292 50 00 Fax +31 (0)40-292 50 01 info@vdlgroep.com www.vdlgroep.com

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 2012 2

Financial highlights ( x 1,000 euro ) 2012 2011 2010 2009 2008 Combined turnover 1,756,354 1,718,724 1,472,373 1,162,233 1,562,111 Consolidated turnover 1,628,857 1,574,805 1,353,726 1,057,662 1,441,031 Gross profit 87,407 96,275 102,779 32,544 100,470 Profit before tax 75,679 83,377 97,447 25,432 77,262 Profit before tax / turnover 4.3% 4.9% 6.6% 2.2% 4.9% Net profit 56,755 66,014 76,762 18,047 54,379 Net profit / turnover 3.2% 3.8% 5.2% 1.6% 3.5% Depreciation of (in)tangible fixed assets 32,490 30,465 28,844 28,405 27,271 Cash flow 89,245 96,479 105,606 46,452 81,650 (Dis-)investments including acquisitions 213,072 52,100 29,445 20,292 57,517 Guarantee capital 788,480 577,638 537,679 466,972 467,870 Total assets 1,403,669 1,062,228 1,017,657 928,798 944,134 Guarantee capital / total assets 56.2% 54.4% 52.8% 50.3% 49.6% Net profit / equity 7.2% 11.5% 14.3% 3.9% 11.7% Employees as at 31 December 8,757 7,135 7,126 6,113 7,106 3

Profile VDL Groep VDL Groep is an international industrial company devoted to the development, production and sales of semi-finished products, cars, buses & coaches and other finished products. From its head office in Eindhoven (the Netherlands) VDL supervises its subsidiaries, which have a high level of autonomy and responsibility for results. The establishment in 1953 of Metaalindustrie and Constructiewerkplaats P. van der Leegte laid the basis for what today is VDL Groep. Partly through targeted acquisition - initially in subcontracting and since the nineteen nineties in buses and in the finished products division - the group now encompasses 82 subsidiaries, spread over 18 countries, and a workforce of 8,757. In subcontracting, VDL is a leader in the fields of metalworking, mechatronic systems and system supply, plastics processing and surface treatment. The car assembly division includes the production of passenger cars for third parties. The bus & coach division consists of chassis, chassis modules, coaches, public transport buses, mini & midi buses, special buses and second-hand buses. The finished products division is extensive: suspension systems for the automotive industry, heating, cooling and airtechnical systems, production automation systems, systems for the oil, gas and petrochemical industry, systems for the agricultural sector, sunbeds and roof boxes, container handling equipment, cigar-making and packaging machines, components for bulk handling and dust extraction installations and systems for explosion and fire protection. VDL Groep strives to achieve growth both through acquisitions and autonomous means. This entails a focus on making continuous improvements to its products and production processes. Such a vision imposes a number of preconditions: modern machinery, locations based on good logistics, a critical quality policy and, naturally, a high level of expertise amongst its workforce. Investments made by VDL Groep enable the group to meet customer requirements. VDL Groep has a flat organisational structure with short policy lines. The company culture is characterised by the shared VDL philosophy of human added value. This forms the basis for close cooperation between companies within the group. 4

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 (81%) 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 Hapro International VDL Technics APTS (70%) Hapro Deutschland VDL Kunststoffen VDL Bus Valkenswaard VDL Klima Helmondse Metaal Industrie VDL Bus & Coach Nederland Klima Warmtetechniek NSA Metaalindustrie VDL Bus & Coach France VDL Klima Belgium NSA Apparatenbouw VDL Bus & Coach Italia VDL Klima France VDL MPC VDL Bus & Coach Belgium VDL KTI VDL Parree VDL Bus & Coach Polska VDL Delmas VDL Staalservice VDL Bus & Coach Deutschland VDL Containersystemen VDL Lasindustrie VDL Bus & Coach Suisse VDL Containersysteme RPI Componenten VDL Bus & Coach Czech Republic VDL Weweler VDL Rotech VDL Bus & Coach Norge Weweler-Colaert VDL Systems VDL Bus & Coach South Africa (70%) VDL Weweler Parts VDL Postma VDL Bus & Coach Serbia Truck & Trailer Industry VDL Industrial Modules VDL Bus & Coach Danmark PMB-UVA International VDL Konings VDL Bus Center Nederland VDL USA VDL Wientjes Roden VDL Bus Center Deutschland VDL Middle East VDL Wientjes Emmen VDL Bus Center France VDL Services VDL Busland VDL ETG Eindhoven VDL Parts VDL ETG Research VDL ETG Projects VDL ETG Almelo VDL ETG Singapore VDL ETG Suzhou VDL Network Supplies VDL Fibertech Industries 5

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Report of the Board of Directors 2012 was a special year for VDL Groep, as it will be remembered as the year we won the King Willem I Prize - the business owners price of the Netherlands - and acquired the car manufacturer plant NedCar in Born. Financially, 2012 was a pretty good year. In early 2012 we still hoped we would match our 2011 figures, but the downturn in the second half - and particularly in the fourth quarter - meant the figures, and particularly the result, were slightly lower than expected. Nevertheless, we can be satisfied, certainly considering the economic situation. The combined turnover rose by 2% from 1.719 billion euro in 2011 to a record level of 1.756 billion euro in 2012. This includes the 70 million euro in turnover from VDL Nedcar. Excluding this turnover, the total turnover of VDL Groep would have been 2% lower than in 2011. Consolidated turnover for 2012 amounted to 1.629 billion euro, a rise of 3% compared to the 1.575 billion euro in 2011. Net result fell from 66 million euro in 2011 to 57 million euro in 2012. The number of employees rose from 7,135 at year end 2011 to 8,757 at year end 2012, largely due to the acquisition of VDL Nedcar. Despite the economic crisis in Europe, VDL Groep continued its usual high level of investment and innovation in 2012. Looking back, we must conclude that this, together with our strategy of diversity in products and markets and the flexibility of our employees, were our greatest strengths in 2012. For us, as an industrial company in the Netherlands, a sound industrial policy with a level playing field across Europe is absolutely essential. These conditions are necessary if we are to continue manufacturing here. Lending, credit insurance, labour flexibility - with a structural part-time unemployment scheme - and technical education are of key importance. Our pursuit of a level playing field should also extend beyond the borders of Europe to the world at large. Many countries around the globe impose import duties, while Europe continues to believe in a free trade zone. We must treat our trading partners in the world the same way they treat us. Only then can employment opportunity in the European Union be maintained and can we form a strong block to maintain our position in the world economy. 7

CONSOLIDATED CONSOLIDATED TURNOVER TURNOVER NET PROFIT NET PROFIT (in million euro) (in million euro) 1800 (in million euro) (in million euro) 1800 90 90 1700 1700 80 80 1600 1600 70 70 1500 1500 60 60 1400 1400 50 50 1300 1300 40 40 1200 1200 30 30 1100 1100 20 20 1000 1000 10 10 900 2008 2009 2008 2009 2010 2011 2010 2011 2012 2012 900 0 2008 2009 2008 2009 2010 2011 2010 2011 2012 2012 0 Turnover Combined turnover for 2012 amounted to 1.756 billion euro. Compared to the 1.719 billion euro in 2011, this represents an increase of 2%. Internal deliveries decreased. million euro 2012 2011 million euro Combined turnover 1,756 1,719 Internal deliveries - 127-144 Consolidated turnover 1,629 1,575 International turnover rose and domestic turnover fell. This is partly due to a number of large orders for the automotive market in Germany and United Kingdom. 2012 2011 million euro % million euro % International 1,098 67 1,031 65 Domestic 531 33 544 35 1,629 1,575 In 2012 we supplied products to 114 countries outside the Netherlands. International turnover, divided among the various continents, is as follows: Europe 852 million euro (41 countries), Asia 142 million euro (29 countries), North America 52 million euro (2 countries), South and Central America 39 million euro (21 countries), Africa 11 million euro (19 countries) and Oceania 2 million euro (2 countries). If turnover is broken down country by country, we see that our largest markets are, in addition to the Netherlands, our neighbouring countries Germany, United Kingdom and Belgium. 8

TURNOVER PER COUNTRY (in million euro) Netherlands 531 Germany 262 United Kingdom 138 Belgium 107 Singapore 81 France 65 USA 51 Sweden 44 Denmark 35 Norway 32 Finland 31 Jamaica 30 Switzerland 23 Poland 21 Italy 15 Czech Republic 14 Israel 12 Others 137 Divisions If the combined turnover of VDL Groep is broken down according to the divisions subcontracting, buses & coaches and finished products, we see that the decline in subcontracting was compensated by a rise in the contribution from the other divisions. With the acquisition of NedCar at the end of 2012, a new division was added: car assembly. 2012 2011 million euro % million euro % Subcontracting 788 45 918 53 Car assembly 70 4 - - Buses & Coaches 431 24 405 24 Finished products 467 27 396 23 1,756 1,719 Subcontracting Turnover in the subcontracting division fell from 918 million euro in 2011 to 788 million euro in 2012. This 14% decline in turnover was mainly due to the downturn in the semiconductor and solar energy markets. The result from the subcontracting division in 2012 was positive, but less so than in 2011. The order book shrunk from 235 million euro to 193 million euro as at year end. The turnover in the subcontracting division fell 17% in the first quarter of 2013, from the first quarter 2012 figure of 210 million euro to 175 million euro. The order book in week 13 was at 211 million euro, which is also significantly lower than for the same week last year (240 million euro). If we look at the development of the turnover and order book over the past half year, however, we see they have been fairly stable. The semiconductor market, which has been on the decline since the second half of 2012, now seems to be growing again. VDL expects the turnover of the subcontracting division to stabilize in 2013. 9

SUBCONTRACTING Mechatronic systems 53% Metalworking 38% Plastics processing 8% Surface treatment 1% 2012 2011 million euro % million euro % Mechatronic systems 421 53 550 60 Metalworking 296 38 303 33 Plastics processing 63 8 56 6 Surface treatment 8 1 9 1 788 918 Mechatronic systems and system supply As expected, turnover in the mechatronic systems and system supply sector dropped, from 550 million euro in 2011 to 421 million euro in 2012. The market for semiconductor production equipment was stable at the level of the second half of 2011 for the first nine months, followed by a dip in the fourth quarter. This was partly a result of inventory correction by our customers. Fortunately this correction only lasted two quarters and the demand from this market currently seems to be recovering to a normal, healthy level. The recovery for capital goods in the LED market took two quarters longer than we expected, yet recovery has now begun in this area as well. The solar industry, however, is still in the doldrums, despite the very strong growth of the global market for solar installations. Supply and demand of production equipment for solar cells are still not in balance, and we do not expect this to happen until beyond 2013. Our efforts in the market for medical diagnostic systems have yielded the intended success and led to compensation for loss in other markets. Given the improving order book, we expect the turnover for the mechatronic systems and system supply sector in 2013 to be reasonably in line with that of 2012. 10

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Metalworking Turnover in the metalworking sector remained virtually unchanged: 296 million euro in 2012 compared to 303 million euro in 2011. Once again, diversification of our markets has proven to be one of our strengths. A slight decline was evident in some markets, such as the truck industry. In other markets, including the food industry, waste processing industry and energy market, there was clear growth. Over the past year we once again invested in advanced machinery and further automated and robotized production processes to maintain our international competitive position. The VDL companies in the metalworking sector serve increasingly as system supplier, with involvement in the entire process from design and production to delivery and maintenance. Collaboration with other group companies is one of the ways VDL demonstrates its added value. Prices are under tremendous pressure due to the economic crisis. Therefore new markets are being explored and new products developed that fit with the current product range. Despite rising raw material prices and a decline in some markets, the prospects for 2013 can be described as reasonable. The order book in the metalworking sector is currently stable, and we expect to be able to match the 2012 figures. Plastics processing Turnover in the plastics processing sector rose by 13%, from 56 million euro in 2011 to 63 million euro in 2012. The upturn in the automotive industry was a major factor in this rise. We also expanded our share in the market for consumer-related products. Due to the increasing demand for complete assemblies as well as larger products, we have again invested in new injection moulding machines with higher clamping forces. The new acquisitions include a 1,700-tonne injection moulding machine, which nicely complements the 2,000-tonne injection moulding machine we purchased in 2011. We have also introduced new techniques: in-mould labelling and in-mould foil. By making good use of the development capabilities, including 3D design, mould flow analysis and FEM strength calculations, we can serve the needs of new and existing customers seeking to develop new products. Investments have also been made in the mechanization of various processes and product manufacturing, and new robots have been purchased with which production will be further automated. This will enable us to better fulfil our role as system supplier and provide value added engineering, in which products are developed jointly with the customer. With the construction of new warehouses and the implementation of the warehouse management system, the foundation has been established for healthy growth in the coming years. In 2012, we further strengthened our position in the medical market with carbon- and glass-reinforced plastic, and identified a number of new selling areas. In 2013, a first biodegradable plastic product will be produced, emphasizing our commitment to sustainable principles and practices. The order book for the total plastics processing sector is currently reasonably well-filled. Despite the considerable rise in raw material prices, prospects for 2013 are fairly positive and we expect the turnover for 2013 to be on par with that of 2012. 13

Surface treatment Turnover in the surface treatment sector fell slightly, from 9 million euro in 2011 to 8 million euro in 2012. Last year we invested in a new cataphoresis paint installation that produces higher output. This system also makes it possible to vary the residence time for thick and thin products, which improves the quality of the painted parts tremendously. The order book in the first quarter of 2013 is shrinking, so it is expected to be a more difficult year, despite the fact that some new projects are being launched. Car assembly As of 14 December 2012, VDL Groep assumed control of the shares of the NedCar automotive manufacturing plant in Born. The company, renamed VDL Nedcar following the acquisition, contributed 70 million euro to the turnover in 2012. The acquisition costs are included in the result of VDL Groep. In 2013 work is underway on the procurement and installation of equipment for the new production lines at the factory in Born. Meanwhile, the press work for third parties continues uninterrupted. The result of VDL Nedcar for 2013 is included in the provisions. 2012 2011 million euro % million euro % Car assembly 70 100 - - 70 - Buses & coaches Turnover in the buses & coaches division rose from 405 million euro in 2011 to 431 million euro in 2012 (6%). As in 2011, however, the result was negative. There is enormous price pressure due to the current fierce level of competition in Europe. Through 2013 we are also investing heavily in the cleaner Euro 6 engines and hybrid and electric systems. We have good quality products, but sales numbers are too low. Due to the austerity measures of the European governments fewer public transport buses are being purchased. Coach operators are also waiting longer to replace their coaches. Despite this declining demand in the European bus market VDL Bus & Coach has gained market share. This, accompanied by the prizes won for the Citea public transport bus and Futura coach, gives confidence for the future of our buses & coaches division. VDL sees the bus and coach activities as an important segment within the group and will continue investing in this product range. In the first quarter of 2013 the buses & coaches division saw its turnover increase by 8% compared to the first quarter of 2012, from 104 million euro to 112 million euro. The order book, however, is insufficiently filled: 138 million euro in week 13 of 2013 compared to 181 million euro in week 13 of 2012. In 2013 the focus will be on further intensification of both our domestic markets and export markets. 2013 will still be a difficult year for the buses & coaches division, but from 2014 we expect the market to begin a slow climb again. It is a challenge to get through this period unscathed, and further cost reductions will therefore be necessary in 2013. 14

BUSES & COACHES Public transport buses 39% Coaches 30% Parts & services 13% Second-hand buses 9% Chassis & chassis modules 5% Mini & midi buses 3% High-quality Public Transport Systems 1% 2012 2011 million euro % million euro % Public transport buses 168 39 120 30 Coaches 128 30 152 38 Parts & services 57 13 47 12 Second-hand buses 39 9 25 6 Chassis & chassis modules 23 5 38 9 Mini & midi buses 11 3 10 2 High-quality Public Transport Systems 5 1 13 3 431 405 Public transport buses It was a rather good year for the public transport bus sector, with an upturn in both turnover (40%), from 120 million euro to 168 million euro, and the number of delivered buses. In 2012, we delivered 730 vehicles compared to 539 in 2011. This was mainly attributable to the Dutch market, in which many public transport operators chose VDL products, including a large order for 275 Citeas we won for concessions in Friesland and South Holland, regions of the Netherlands. Included as an integral part of this contract is the maintenance of the vehicles for more than eight years, for which we have established four workshops in the regions concerned. We now intend to roll out this full-service approach for our customers in Belgium as well. Outside our home markets of the Netherlands and Belgium we gained our first solid foothold in Germany in 2012. Several cities have chosen VDL buses, particularly due to the high fuel economy and correspondingly lower operating costs and emissions. We also received several orders for the Scandinavian market in 2012. In addition to the sales efforts in Europe, VDL Bus & Coach is also focusing increasingly on other areas in the world. We expect to reap the benefits in 2014. The serial hybrid variant of the Citea is ready for production. We are also working hard on the development of a fully electric bus, the first of which is expected to be ready in the course of 2013. The technology for electric vehicles was developed by VDL previously for the High-quality Public Transport vehicle, the Phileas. 15

This technology has also been used in our Automatic Guided Vehicle (AGV) for container handling in ports since 2012 and will be further developed for use in the Citea. We have seen great market acceptance of the Citea. In 2013 we have already received a number of significant orders from various Western European countries, including Germany. In the course of this year we will introduce Euro 6 variants on the market, and in the near future the Citea family will be rounded off with an articulated version. Coaches In 2012, both turnover and quantities delivered declined in the coach sector. Turnover fell from 152 million euro to 128 million euro. Whereas 599 coaches were delivered in 2011, the total was 557 in 2012. The coach sector is still suffering from the crisis. Despite the shrinking market, however, we managed to increase our market share. The New Futura has been fully accepted by the market. In the markets that have traditionally been important for us, Germany and the Unitede Kingdom, we saw an increase in our sales. In the United Kingdom, we introduced the right-hand drive model of the New Futura in 2012. This British version was well received in the market, and this has resulted in a number of important orders. We also saw growth in Germany and Eastern Europe. In the Southern European countries we have suffered greater impact from the crisis. And in our home markets, the Netherlands and Belgium, the numbers sold have dropped, largely because of the huge decrease in the size of the total market (40% in the past two years). The fact that we won the title International Coach of the Year 2012 for the Futura a year after having won the title International Bus of the Year 2011 for the Citea shows that we are fully capable of meeting the high expectations of our customers with our products. In 2013 we will present the Euro 6 programme. A new variant will also be added to the Futura family in the course of this year. Parts & services Despite the reluctance from the buses and coaches division, VDL Parts can look back on a relatively positive year, in which turnover rose from 47 million euro to 57 million euro. The introduction of the new ERP system within VDL Bus & Coach and optimization of internal processes led to further improvement in the performance of VDL Parts, in terms of both parts availability and vehicle information, which can now be consulted online using the VDL Parts Vehicle Information Portal (VIP). Alongside our specialist repair workshop VDL Busland, the repair workshops at the individual bus companies also performed well. This is due in part to various conversion orders for existing vehicles that were carried out for a number of customers last year. This included the conversion on 85 articulated Dutch buses to Swedish specifications, making these buses perfectly suited for public transport there. We also carried out life-extending maintenance, including for 26 completely renovated 30-metre trams. Expectations for the parts & services sector for 2013 are positive. 16

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Second-hand buses The slight improvement that started in the last quarter of 2011 has continued in 2012 in terms of the turnover and number of buses sold. Turnover rose sharply, from 25 million euro to 39 million euro, and the number of buses sold jumped from 439 in 2011 to 606 in 2012. This year public transport buses represent a much larger portion of this number. Growing demand for Euro 4 and Euro 5 vehicles, under pressure from ever more widely applied environmental requirements, caused a major downturn in the market for Euro 3 vehicles. This factor and the strong price pressure in general, has had a major impact on the achieved margin. At the end of 2012 a large number of young, second-hand city buses were once again taken in inventory. The challenge for VDL Bus Center is to sell these vehicles through expansion of the existing network, in close cooperation with other VDL Bus & Coach companies. VDL Bus Center expects stabilization of the turnover for 2013. Chassis & chassis modules External turnover for chassis and module builder VDL Bus Chassis fell from 38 million euro in 2011 to 23 million euro in 2012. Last year 251 modules were delivered to vehicle builders other than VDL Bus & Coach. This is a decrease from 2011 when 459 were delivered outside the group. This decline in turnover for products supplied to buyers other than VDL Bus & Coach was mainly due to declining demand for chassis and chassis modules for the public transport sector in export countries. The number of chassis and modules for bus & coach builders within VDL Bus & Coach rose from 1,138 in 2011 to 1,287 in 2012. Partly due to the uncertain market situation it is expected that sales in 2013 will be lower than in 2012. The product range is developed in close cooperation with VDL Bus & Coach. Alongside continuous quality improvements to existing products, the engineering focus was on the development of the following products: Citea public transport buses, Futura coaches and chassis intended for export. The engineering activities in 2012 have mainly been devoted to further expansion of the product range to include modules with lower emissions in accordance with the new legislation, with farther-reaching environmental benefits. In the area of the driveline technology, developments have been implemented on the basis of the Euro 6 regulations. The drive technologies for the hybrid and electric vehicles have also been developed further. These advances will be used to expand the product offerings to include a complete range of modules compliant with the latest developments and environmental requirements in the market. Mini & midi buses Turnover in the mini & midi buses sector rose from 10 million euro in 2011 to 11 million euro in 2012 (including police vehicles and damage repair). The number of vehicles delivered rose from 148 in 2011 to 162 in 2012. The focus we placed on the MidCity and international tenders in the public transport market in 2011 was continued through 2012 and this is expected to be an area of continued growth in 2013. Particularly in Germany, Belgium and the Scandinavian countries we expect to be able to increase our market share in this area. We delivered fewer police vehicles than expected, but the upgrade and modification of existing vehicles had a positive impact on the turnover. Turnover for the repair department rose slightly in 2012, and we feel the prospects for this department are generally good. The order book is reasonably well-filled and we therefore expect further growth in the course of 2013. 19

High-quality Public Transport Systems Turnover in the High-quality Public Transport Systems sector fell from 13 million euro in 2011 to 5 million euro in 2012. Last year, Advanced Public Transport Systems (APTS) completed most of the delivery of six 18-metre models of the hybrid Phileas to Haifa (Israel). These will be put in service this year. Fifty 26-metrelong Phileas buses are operating in Istanbul, Turkey, to the client s total satisfaction. The same applies to the vehicles in use in Eindhoven (the Netherlands), Douai (France), Cologne (Germany) and Amsterdam (the Netherlands). The fuel cell vehicles in Cologne and Amsterdam operate without any exhaust and are therefore emission-free. The safety certification process for fully-guided operation in Douai has encountered a significant delay. A start was made in 2012 on the development of an electric Phileas, charged via the induction method. This vehicle will undergo testing in 2013. In 2011, APTS signed contracts with Rimini in Italy (for 9 vehicles). The first vehicle will be delivered in 2013. At present, negotiations are still underway with a number of cities worldwide. Finished products Turnover in the finished products division rose by 18% from 396 million euro in 2011 to 467 million euro in 2012. In particular, the production automation systems and heat exchanger sectors have had a good year. The result for the finished products division was positive. The order book for this division also shrunk, from 169 million euro at the end of 2011 to 132 million euro at the end 2012. We expect stabilization of the growth for this division in 2013. The turnover in the first quarter of 2013 was nearly 138 million euro and that is an improvement of 35% compared to the figures for 2012 (102 million euro). This picture is distorted, however, by an advance of 35 million euro from a major customer in the production automation industry. Without this advance payment, the turnover would have remained virtually unchanged. This also had an effect on the order book, which is down significantly from a year ago: 136 million euro at the end of the first quarter of this year compared to 187 million euro at the end of the first quarter of 2012. This is mainly due to fluctuations in the order intake for the production automation systems sector. FINISHED PRODUCTS FINISHED PRODUCTS Production automation systems 28% Suspension Production systems automation 25% systems 28% Heat Suspension exchangers systems 23% 25% Systems Heat exchangers for the agricultural 23% sector 7% Cigar-making Systems for and the packaging agricultural machines sector 7% 6% Sunbeds Cigar-making and roof and boxes packaging 5% machines 6% Container Sunbeds handling and roof equipment boxes 5% 4% Systems Container for the handling industrial equipment sector 2% 4% Systems for the industrial sector 2% 20

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2012 2011 million euro % million euro % Production automation systems 132 28 72 18 Suspension systems 118 25 127 32 Heat exchangers 105 23 94 24 Systems for the agricultural sector 31 7 27 7 Cigar-making and packaging machines 29 6 27 7 Sunbeds and roof boxes 25 5 24 6 Container handling equipment 19 4 18 4 Systems for the industrial sector 8 2 7 2 467 396 Production automation systems 2012 was a very successful year for production automation system manufacturer VDL Steelweld. Major orders to supply production lines to various auto manufacturing plants for Jaguar, Land Rover, Volvo and Ford meant a record turnover of 132 million euro (compared to 72 million euro m in 2011). Once again in 2012, dozens of new jobs were created in Breda, Birmingham (United Kingdom) and Cologne (Germany). Due to continuing demand for bodywork production lines, 2013 is expected to be an outstanding year. The acquisition of VDL Nedcar and the resulting activities for VDL Steelweld are also expected to have a positive effect. Successes were achieved outside the automotive industry as well. Together with other VDL companies, an AGV was successfully developed for container transport in the ports; series production of this product will begin in 2013. The assembly line for series production of insulation panels used for air handling units is running well. The order book for 2013 is very well-filled and offers good prospects for the future. The main focus in 2013 will be on successful delivery of the new orders and further strengthening of the organization. We also intend to expand existing relationships with our customers. We will of course also continue to work on product innovations and the development and optimization of production methods. Suspension systems Total turnover in this sector fell from 127 million euro in 2011 to 118 million euro in 2012. There has been less demand for trucks and trailers. Despite this declining demand and the high price pressure, VDL Weweler managed to increase its market share. VDL Weweler holds at least 30% of the European market. Above all, German trailer builders make use of the suspension systems from Apeldoorn. To reduce dependency on the European market, the company is currently highly active in North America, Brazil and Southeast Asia, where although other suspension 23

systems are currently widely used, the VDL Weweler suspension system would be ideally suited. In Australia and South Africa, VDL Weweler is already market leader in its segment. We expect construction of the new plant in Apeldoorn to be completed in mid-2013. Here work will continue on optimization of the production process and the functionality of the suspension system, with a view to achieving an even more solid position in the market. The Belgian company Weweler-Colaert saw no further rise in the demand for replacement parts for trucks in Western and Southern Europe in 2012. In contrast, sales in Eastern Europe again rose during the past year. The company, market leader in the replacement market in Europe, also further strengthened its position outside the truck industry during the past year. In 2012, Weweler-Colaert began supplying leaf and parabolic springs for the rail industry and hopes to become an important player in this segment in the coming years. VDL Weweler Parts, our location in the Netherlands that supplies replacement parts for trucks and trailers, also had to contend with a negative economic situation in the Dutch market. There were signs of a slight recovery during the last quarter, however. Our sales office in Norway, Truck & Trailer Industry, had a fairly good year, with a stabilization of the turnover. Despite the gloomy media coverage, positive signals were seen in the transport sector and the growth expectations for 2013 are moderately positive. The order book for the total suspension systems sector is fairly well-filled, and slight growth is expected in 2013. Heat exchangers Turnover in the heat exchangers sector rose by 12% from 94 million euro in 2011 to 105 million euro in 2012. The overall market situation for VDL Klima is positive, with a gradual rise in the number of projects completed. The market for green power generation, for example wind energy, is clearly experiencing difficulties as a result of the almost complete elimination of government stimulation programmes, due to austerity measures. This makes it difficult for the more expensive, innovative green technologies to compete with conventional processes. On the other hand, the shipbuilding market is stable following a massive slump in recent years. Investment levels are slowly improving in the oil and gas market. The demand for energy is once again rising, and oil prices are high, encouraging further investments in energy generation and the offshore market. Partly as a result, VDL Delmas in Berlin (Germany) and VDL KTI in Mol (Belgium) enjoyed a positive year. VDL Delmas saw growth in both the engineering and production activities. The basis for this was laid in 2011, a year in which many large orders were won worldwide. VDL Delmas particularly saw its market share grow in the United States. Turnover at VDL KTI was achieved mainly in the oil and gas market. The production of high-voltage masts has slowed somewhat due to delays in the land-use planning procedures. Nevertheless, VDL KTI succeeded in offsetting this with new orders from the mining and quarrying market. Alongside the traditional markets, heat exchangers were also delivered to Brazil, Chile and South Korea in 2012. The order books have shrunk somewhat in almost all market segments and therefore we are expecting a slight decline for the entire heat exchangers sector for 2013. Systems for the agricultural sector VDL Agrotech enjoyed a good year. Turnover climbed by 15%, from 27 million euro in 2011 to 31 million euro in 2012. The sale of feed systems for the European market, where the transition from battery hen cages to alternative housing systems reached its conclusion in 2012, contributed significantly to the total. 24

Modest improvement was seen in the project market. There was also positive development in the Asian market. Additionally, VDL Agrotech succeeded in gaining a better foothold in the Middle East, progress that is now precarious due to the unstable political situation in many countries in the region. Expectations for 2013 are moderately positive. The project market is highly dependent on bank credit, and the conversion of the battery cages to alternative systems in Europe has been completed. The sale of several new products, including a manure drying tunnel and a new poultry feeding system, have had a good start in 2012 and these products are expected to show further growth in 2013. Product innovation and an even greater geographical market spread are the keys to further growth and success for the activities of VDL Agrotech. Expansion of the capacity of the product development and sales department in 2013 will further strengthen the position of VDL Agrotech. Cigar-making and packaging machines For PMB-UVA International, 2012 was yet another good year, with turnover up from 27 million euro to 29 million euro. Innovation is and remains the driving force behind the sales success. Both in the packaging machines and cigar-making machines departments, various new features were once again developed, resulting in machines with unique capabilities. Another reason for the success is the licensing of the proprietary features developed in-house to other OEM suppliers. This has contributed to a rapid return on investment for the cost of development. The strategy of spin-off products has also contributed to the rise in turnover. The average series size of the machines being built has remained at the same level as in the past two years. For 2013 the outlook is positive. PMB-UVA International is a preferred supplier to many multinationals, and that gives good grounds for confidence in the continuation of this growth. Efforts to achieve greater diversification in market segments and market areas are underway to achieve further growth. Sunbeds and roof boxes Turnover at Hapro International, manufacturer of sunbeds and roof boxes, rose slightly, from 24 million euro in 2011 to 25 million euro in 2012. The market for professional sunbeds is still under pressure. The continuing economic crisis, which is particularly acute in Southern Europe, is a major contributing factor. In addition, variations in the implementation of new EU regulations in the various member states has led to considerable confusion and reluctance among business owners to invest. The market for professional tanning equipment is expected to remain at a low level in 2013. The market for privately-owned sunbeds continues to remain stable. Sales of roof boxes have increased, particularly as a result of tapping into new sales markets in Asia. In 2013, sales of roof boxes are expected to remain at the same level as in 2012. Given the relatively low purchase price of a roof box, there is no real fear of a downturn in consumer demand, despite economic pressure. Container handling systems Turnover at VDL Containersystemen remained virtually unchanged relative to 2011. The truck-related turnover from existing products, such as hooklift, skiploader and cable systems, fell slightly, mainly due to the downturn in the construction and waste market. The turnover from spreaders was down a bit in 2012. The introduction of our new product for the port sector, the AGV, largely compensated. The prototype AGV built by VDL was released by a reputable global player in port container handling and is now in operational use. This gave us the opportunity to take on series orders in this segment: the first order is in. This order, among others, has led to the currently well-filled total order book. We have also launched an 25

initiative for more intensive marketing in Europe, the Middle East and Africa, from which we expect to pluck the first fruits in the course of 2013. For the year as a whole we expect to come out slightly above the 2012 level. Systems for the industrial sector The past year has gone well for VDL Industrial Products. Growth was realized both in turnover (from 7 million euro to 8 million euro) and in number of orders delivered. The downturn, which was certainly felt in the construction-related industries, was more than offset by sales in new segments and deliveries to the food industry in particular. In 2012, steps were taken to further expand the company s own product range through investment in development, and closer cooperation was begun with good partners and sister companies within VDL Groep. Results from these collaborations will be introduced in 2013 in the form of new products for the bulk solids industry as well as a number of new concepts for explosion protection of industrial processes. Due to the current cautious investment climate in some sectors and a slight decline in the order book, we expect no growth in this sector in 2013. New companies In terms of takeovers, it was a special year for VDL Groep. Following the acquisition of VDL Bus Danmark in June 2012, we completed one of our largest takeovers at the end of 2012, namely that of the NedCar car manufacturing plant in Born. VDL Bus Danmark (7 employees) is located in Glostrup, Denmark. As from June 2012, the company was renamed VDL Bus & Coach Danmark. With this acquisition VDL Groep affirms the importance of the Danish bus market. The company focuses on the sales, after sales and parts for all VDL Bus & Coach products in Denmark. VDL had enjoyed a strategic partnership with the company since 2004 and has now acquired all shares. On 1 October 2012 we announced the signing of an agreement with Mitsubishi Motors Corporation of Tokyo concerning the acquisition of NedCar in Born. The actual transfer of the shares from Mitsubishi to VDL took place on 14 December 2012. With this takeover VDL Groep intends to further strengthen its position in the international automotive market. Effective 1 January 2013, the company became an independent automotive manufacturer and will produce cars for third parties under the name VDL Nedcar. VDL Nedcar s first customer is BMW Group. After the conversion of the production lines, the MINI will be manufactured for BMW Group in Born starting in the second half of 2014. The activities of VDL Nedcar are a good match with the other activities of VDL Groep in the automotive industry. As a subcontractor, VDL has supplied the passenger vehicle and truck industry with a wide range of parts, complex assemblies and complete systems for many years. The group also produces automated production lines for many car manufacturers around the world. The automotive industry is therefore an important market for VDL Groep. The period from 1 January 2013 until the second half of 2014 will be spent converting, renovating and configuring the production lines at VDL Nedcar for production of the MINI. Therefore the approximately 26

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1,500 employees will initially receive unemployment benefits, which began on 1 January 2013. As the company ramps up its operating activities employees will return to work in phases (not later than 1 January 2015). The unemployment benefits will be supplemented by VDL Nedcar so that employees continue receiving 100% of their wages. All employees are therefore guaranteed full retention of their job and pay. In addition to the employees that will be needed for conversion of the factory and installation of equipment for the new production processes, some employees will also be trained at BMW in Germany and the United Kingdom. For the remaining employees work will be sought with companies inside and outside VDL Groep. Investments In 2012, VDL Groep invested 64 million euro (not including VDL Nedcar), half in business premises and the other half in machinery and other equipment. At VDL Nedcar, 152 million euro was invested in land and buildings, machinery and installations, and other fixed assets. At VDL Parree in Sevenum, after completion of the new warehouse, the old warehouse was adapted to house a huge new injection moulding machine, which was installed in the autumn of 2012. At VDL Wientjes Emmen the new 6,000 m 2 space to house production and a warehouse was completed in mid- 2012. Both new warehouses, at VDL Parree and VDL Wientjes Emmen, are heated using residual heat from the injection moulding machines, a great example of sustainable energy policy. In early 2012, we purchased an additional building for VDL TIM Hapert. This building, located opposite the current building, was demolished, rebuilt and opened in late 2012. With the acquisition of VDL Nedcar in Born at the end of 2012, we also purchased the premises. The building encompasses approximately 300,000 m 2 of floor space and the land area is around 850,000 m 2. In 2013 we will be investing a lot in this building, both in terms of the building itself and the production equipment it contains. VDL ETG Singapore is currently being expanded with a newly constructed building of 20,000 m 2 on three floors. The entire project will be completed in the second half of 2013. Given the organic growth, we have begun investing again, which will make additional expansion possible. For VDL Weweler in Apeldoorn we started construction of a 24,000 m 2 factory in the first half of 2012. A completely new production line is being built there, which will open in mid-2013. We also purchased land for Klima Warmtetechniek in Hamont-Achel, Belgium. There, new construction of a 13,500 m 2 building will begin as soon as possible, and completion is expected in 2014. In total, VDL Groep owns more than 1,100,000 m 2 of commercial property. For 2013 we have construction plans for VDL Wientjes Roden, where we will build a new two-storey building. For VDS Technische Industrie in Hapert we plan to demolish and rebuild one building and raise the height of a portion of the existing building. At VD Leegte Metaal in Hapert we are going to renovate an existing building and add additional insulation. The same will be done at VDL Steelweld in Breda, where we are going to adapt the height to accommodate the AGV project, as well as improve the building s insulation. 29

VDL Groep also invested heavily in machinery and other equipment in 2012. At VDL, technical innovation is a part of innovative entrepreneurship, with creativity and courage to innovate setting the tone. Our employees play a great role in this, with continuing education taking them to an ever higher level. In 2013 we are going to invest around 47 million euro in new buildings, machines and optimization of production processes. This does not include the investment in the building and the production processes at VDL Nedcar. Employees The number of employees at VDL Groep has risen from 7,135 at year end 2011 to 8,757 at year end 2012 (including VDL Nedcar). Excluding the 1,464 employees of VDL Nedcar, the total was 7,293 employees at the end of 2012, which is 2% more than the end of 2011. In total, at the end of 2012, 562 temporary employees and 677 contract workers were engaged. As long as there is no structural part-time unemployment scheme in the Netherlands, this flexible shell is indispensible in times of economic EMPLOYEES (as at 31 December, including temporary employees) 9000 8500 8000 7500 7000 6500 6000 5500 5000 2008 2009 2010 2011 2012 4500 instability. Worker participation In 2012 we consulted the Joint Works Council on numerous occasions. As in previous years, these consultations were open, constructive and direct. The topics of discussion in the Netherlands were, of course, the acquisition of NedCar and the prognosis report. Despite a growth of turnover, net profit was lower than forecast for 2012. There was also discussion concerning the employer s contribution towards childcare and sustainable employability. The latter topic also encompasses identification of the benefit history (WAO/WIA) [disability insurance act/work and income act] of current and new employees. The purpose of this is to gain more insight into the employability of employees who have or are receiving benefits and the possibilities for grants. Another subject of discussion was the position of the training coordinator for vocational programmes. The social dialogue within the Belgian VDL companies was also conducted in a constructive manner. Partly due a number of government measures in late 2011 and early 2012, employer/employee meetings were held 30

EMPLOYEES BY GEOGRAPHICAL AREA (as at 31 December 2012) Netherlands 6,931 (79%) Belgium 893 (10%) Rest of Europe 343 (4%) Rest of the world 590 (7%) Total number of employees 8,757 EMPLOYEES BY DIVISION (as at 31 December 2012) Subcontracting 3,895 (44%) Car assembly 1,464 (17%) Buses & coaches 1,868 (21%) Finished products 1,398 (16%) Head office in the Netherlands and Belgium 132 (2%) Total number of employees 8,757 frequently. Within the works councils, as always, the socio-economic issues remain an important topic of discussion. The financial situation was good at all companies. At the end of the year some VDL companies saw their order book shrink slightly; customers remain cautious about placing new orders. Partly due to negative media reports about other companies in Belgium, worry is often just under the surface within the works councils. The Committees for Prevention and Protection at Work once again addressed important themes related to the safety and wellness in the workplace in a positive manner. The pensionable age continues to creep up in Belgium. Companies are expected to develop a plan to encourage and motivate older employees to continue working longer too. A plan of this type has been established in cooperation with the works councils or Committees for Prevention and Protection at Work. Labour market and education Unemployment in Europe and the Netherlands is on the rise, especially among the youth. This situation is especially dire considering the expected need for new skilled professionals within VDL Groep during the coming 10 years or so. Efforts in this area are sorely needed, because the number of young people in the Dutch population is on the decline and too few of the remaining youth are opting for technical careers. The outflow is greater than the inflow. 31

Therefore, we have appointed a training coordinator whose task is to interest as many youth, as well as career changers, in training and a job in a technical field at VDL. He supports the training coordinators within the VDL companies to ensure that the BBL apprentice programme proceeds smoothly. Preventing dropouts is an important aspect of this. In addition, we are also going to do more to attract highly-educated (college and university level) technical specialists and offer them a career and personal development programme. Attracting top technical talent is crucial for the growth of VDL Groep. Because the role of subcontractors is changing, with more demand for R&D and engineering capacity, we have an increasing need for highly-educated technical specialists within VDL Groep. Naturally there are also opportunities for people who have worked at VDL for some time to develop themselves further. The initiative may begin with the supervisor, but it can also come from the employee him or herself. For VDL it is important to know each employee s wishes and ideas about their future and career. Only then can we ensure that employees continue their personal development within VDL. We would like to express our deep appreciation for the dedication and commitment of our employees in the past year. The fact that we achieved the highest turnover in the history of VDL Groep in 2012 was certainly due in part to the outstanding cooperation within and among the group companies. Corporate social responsibility VDL Groep practices corporate social responsibility in many ways. As a family business, we have always been greatly concerned about our living and working environment. So we see it as no more than logical that we endeavour to find innovative ways of contributing to the sustainable development of our society. We establish policies within the central organization and give the individual companies the authority to meet their own responsibility at the local level in the manner they see best fit. Employees VDL is genuinely concerned with its employees well-being. We have our own disability case managers who strive to establish a plan for each employee s reintegration from day one, with special emphasis placed on a personal approach. The head office regularly updates the general guidelines pertaining to working conditions, and initiatives to continually optimize the working conditions for the employees are also taken by the individual VDL companies. One example of such a measure is the use of manipulators. These are tools that are used to position products, which may be very large or heavy for instance, in order to reduce the physical strain involved in an employee s work. We consider education and training for the personal development of our employees to be very important. This is demonstrated by the fact that our practical trainer at VDL ETG Eindhoven, Eric Dekkers, was named the best practical trainer in the Netherlands for 2012 in the metalworking category. We also have several students on the payroll who have the honour of representing the Netherlands in the international championship for craftsmanship. VDL offers internships and final thesis work at all levels and trains students internally. In addition, VDL has positions for which it actively seeks employees with an occupational disability. 32

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Society We support dozens of initiatives to promote technology and engineering education, such as the High Tech Automotive Campus in Helmond and the Dutch Technology Week in the Brainport region Eindhoven. Our aim is to generate enthusiasm for technology among children and youth, and interest them in learning more about pursuing a technical career. Secondary goals are to emphasize the importance of craftsmanship and improve the image of industry in general. We also support mainstream education with financial aid, the use of machines, robots, etc. and the sharing of expertise from within our organization in the form of lectures and guided tours. We seek contact with the educational institutions and local governments in all the regions where our companies are located, with the aim of achieving constructive cooperation. We are also connected to the region in other ways. Not only in economic terms as an employer, we provide jobs but also by supporting sporting, cultural and social activities and associations. Production processes The way we see it, corporate sustainability begins with the basic principles of good housekeeping. This includes turning off lights when unneeded (for example during the break in the factories), not leaving machines and computers on standby unless necessary, keeping doors and windows closed when the heat is on, separating waste at the source, etc. Other areas that have our constant attention are reuse of raw materials (especially plastics), collective transport and reduction of the use of hazardous substances, switching to safer alternatives when possible. We even go a step further by purchasing energy-efficient machines, cooling machines through ground loop heat exchange and using residual heat from the machines to heat the buildings. Example of sustainable building techniques and investment In 2012 we started construction of a new factory for VDL Weweler at the Ecofactorij industrial estate in Apeldoorn (the Netherlands). This industrial estate maintains strict sustainability standards and seeks to minimize energy consumption. Only companies that meet the demanding requirements may locate there. VDL meets those tough sustainability requirements, both for construction and production. In terms of the construction we have made maximum use of sustainable building materials. In the interest of energy efficiency, the floors in the dispatch department are heated using the residual heat from the production process. With regard to the production process, VDL Weweler has always invested heavily in the continuous development of its processes and products, both in terms of time and money, with the objective of reducing material consumption, energy needs and environmental impact. A perfect example is the innovative use of lighter materials and advanced heating technologies in the new production process which have enabled us to eliminate one heating step, resulting in energy savings of more than 33%. Because we use less material, we are also able to utilize a different curing method that has a much lower environmental impact. 35

Innovation Our overall policy is focused on innovation in connection with products and production methods. We continuously seek the best techniques and invest in the most advanced machinery. Every day we are involved in the latest developments to strengthen our competitive position on the world market. The head office of VDL Groep is based in Eindhoven, and subsidiary companies are concentrated in Southeast Brabant. This top technology region, Brainport Eindhoven, is an excellent home base for our company. Here we are able to realize high-tech products and projects in collaboration with educational institutions, government and other companies. From this location we have succeeded in establishing unique collaborative ventures with various customers, in which we, as an authoritative supplier, provide highly innovative technical solutions developed through open innovation. In 2012 we spent 62 million euro on research and development, and a total of 633 employees were involved in R&D-related activities across all VDL companies. That places VDL Groep in 13th place in the Technisch Weekblad index, making us one of the most innovative companies in the Netherlands. Once again in 2013 we will be investing heavily in innovation, with a view to further strengthening our position. Strategy VDL Groep aims at controlled development, in which the control of the organization and the maintenance of the financial positions are the main considerations. The policy of VDL Groep is aimed at continuous improvement of its competitive position. An essential aspect of this is the analysis and control of costs. VDL Groep also endeavours to maintain the highest level of quality in all its subsidiaries. The investments are therefore geared towards the renewal, improvement and expansion of the product range and the production facilities. In addition, a priority in our personnel policy is to ensure internal promotion possibilities of employees. VDL Groep believes in the importance of continued manufacturing in the Netherlands and the Flanders region of Belgium, in a competitive manner. Through our investments in solid professional skills, as well as in robotization and automation, we aim to continuously improve our competitive position in the international market. In addition, our industrial activities in Eastern Europe and Asia enable us to respond to the specific wishes of our customers in terms of production in these regions. As a result of our sales branches in various countries and our extensive network of importers and agencies, we are able to sell our products worldwide. Despite the expansion of VDL Groep and the increasingly international character of the company, however, VDL is and will remain a family business. 36

Prospects Turnover in the first quarter of 2013 was higher than in the first quarter of 2012. The result, however, was lower. Following a deep point at the beginning of the year, the order book expanded significantly again. For the full year 2013, we expect the turnover to be higher than in 2012. The result is expected to come close to that of 2012. The flexibility of our employees and cooperation within our company will certainly enable us to realize the best possible outcome for 2013. Eindhoven, 24 May 2013 The Board of Directors, Wim van der Leegte (Chairman) Wim Maathuis Jan Mooren Theo Toussaint Rini Vermeulen 37

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We are delighted to present to the shareholders for adoption the annual report for 2012, drawn up under the authority of the Board of Directors. The annual accounts contained in the report were audited by Govers Accountants in Eindhoven, and an approved accountant s statement was issued. 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 2012. In 2012, the Supervisory Board convened five times in the presence of the Board of Directors. Members of the Board regularly met face to face with members of the Board of Directors and the President. The Supervisory Board convened once in the absence of the Board of Directors with a view to discussing the performance of the Supervisory Board itself, its individual members and the Board of Directors. The normal annual consultant took place with the external accountant. At the General Meeting of Shareholders of 16 April 2012, Mr Lau Pas, former member of VDL Groep Board of Directors, was appointed to the company s Supervisory Board, which currently has five members. During all meetings, the operation and financial state of affairs as compared to the budgets and other targets for all individual companies and of the divisions to which those companies belong were discussed in detail. The discussions included the outcome of the strategic policy, the investment and acquisition policy, the operating result and the internal management and control system of the company. The proposed acquisition of NedCar was also discussed extensively. Again in 2012, despite the continuing tough market conditions, VDL Groep succeeded in achieving a good result. Turnover rose to a record level. The net result was down slightly from 66 million euro (2011) to 57 million euro. The buses & coaches division was once again confronted with sales numbers that were too low in 2012. Combined with a huge price pressure and necessary major investments in areas such as product development, this again led to a negative result in 2012. Due to the successful acquisition of NedCar, a fourth division, car assembly, could be added to the existing subcontracting, buses & coaches and finished products divisions at year end 2012, as a result of which the automotive market will play an even more important role for VDL Groep in the future. The award of the King Willem I Prize to VDL Groep in 2012 was a welcome recognition of good corporate governance. Lastly, we would like to express our appreciation to the Board of Directors, the Joint Works Council and all the employees for the achieved result and for their dedication in 2012. Eindhoven, 24 May 2013 The Supervisory Board, Louis Deterink (Chairman) Theo van Deursen Arie Kraaijeveld Lau Pas Jennifer Thomassen - van der Leegte 39

Auditor s report Statement concerning the abbreviated annual accounts The accompanying abbreviated annual accounts, consisting of the consolidated balance sheet as at 31 December 2012, the consolidated profit and loss account 2012, the statement of source and application of funds for 2012 and the principles for valuation and determination of result were derived from the consolidated annual accounts for 2012 of VDL Groep bv. We have issued an approved opinion together with the annual accounts, in our auditor s report dated 24 May 2013. The abbreviated annual accounts do not contain all explanatory notes as required in accordance with Book 9 of the Dutch Civil Code 2. Inspection of the abbreviated annual accounts can therefore not take the place of inspection of the audited annual accounts of VDL Groep bv. Responsibility of the Board The Board is responsible for compiling a summary of the audited annual accounts in accordance with the principles as described in the explanatory notes. Responsibility of the accountant Our responsibility is to issue an opinion on the abbreviated annual accounts on the basis of our work, undertaken in accordance with Dutch law, including Dutch Standard 810, Assignments to report on abbreviated financial summaries. Opinion In our opinion, the abbreviated annual accounts, in all materially-relevant aspects, are consistent with the audited annual accounts of VDL Groep bv for 2012, and comply with the principles as described in the explanatory notes. Eindhoven, 24 May 2013 Govers Accountants / Adviseurs Paul van Vroonhoven RA 40

VDL Groep Subsidiaries 41

SUBSIDIARIES VDL Groep bv Board of Directors: Wim van der Leegte (Chairman) Wim Maathuis Jan Mooren Theo Toussaint Rini Vermeulen Deputy Directors: Wim van Bakel Simon Bambach Joost Govaarts Rémi Henkemans Jan Karssen Henri Koolen Pieter van der Leegte Willem van der Leegte Hoevenweg 1 5652 AW Eindhoven, the Netherlands T: +31 (0)40-292 50 00 F: +31 (0)40-292 50 50 info@vdlgroep.com www.vdlgroep.com VDL Nederland bv Director: Jan Karssen Hoevenweg 1 5652 AW Eindhoven, the Netherlands T: +31 (0)40-292 50 00 F: +31 (0)40-292 50 01 info@vdlgroep.com Supports all group companies in the field of financial affairs, ICT, social affairs, environment & safety, insurance and communications. VDL Holding Belgium nv Director: Leen Van de Voorde Antwerpsesteenweg 13 2630 Aartselaar, Belgium T: +32 (0)3-870 55 40 F: +32 (0)3-870 55 45 info@vdlholding.be Supports all Belgian and French group companies in the field of accounting and personnel matters. VDL International bv Director: VDL Groep bv Hoevenweg 1 5652 AW Eindhoven, the Netherlands T: +31 (0)40-292 50 35 F: +31 (0)40-292 50 50 Holding company for foreign operating companies (excluding bus and coach companies). VDL Bus & Coach bv Director: Rémi Henkemans / Henri Koolen De Vest 51 5555 XP Valkenswaard, the Netherlands T: +31 (0)40-208 44 00 F: +31 (0)40-208 44 99 info@vdlbuscoach.com www.vdlbuscoach.com Holding company for bus and coach companies. VDL Vastgoed bv Director: Pieter van der Leegte Hoevenweg 1 5652 AW Eindhoven, the Netherlands T: +31 (0)40-292 50 35 F: +31 (0)40-292 50 50 Real estate company for VDL commercial real estate. VDL Participatie bv Director: Godfried de Jongh Hoevenweg 1 5652 AW Eindhoven, the Netherlands T: +31 (0)40-292 50 35 F: +31 (0)40-292 50 50 Participation company with various minority participations. VD Leegte Beheer bv Director: VDL Groep bv Hoevenweg 1 5652 AW Eindhoven, the Netherlands T: +31 (0)40-292 50 35 F: +31 (0)40-292 50 50 Holding company Dutch operating companies (excluding bus and coach companies). 42

Subcontracting VD Leegte Metaal bv Director: Jos Bax Handelsweg 21 5527 AL Hapert, the Netherlands T: +31 (0)497-33 11 00 F: +31 (0)497-33 11 01 info@vdleegtemetaal.nl www.vdleegtemetaal.nl Specialty: heavy construction work and complex welding assemblies (20 welding robots). Automated metalworking, such as cutting, setting, punching, deep-drawing and laser cutting. In-house tool shop and assembly department. VDL Gereedschapmakerij bv Director: Jos van Meijl Industrieweg 29 5527 AJ Hapert, the Netherlands T: +31 (0)497-38 10 62 F: +31 (0)497-38 68 09 info@vdlgereedschapmakerij.nl www.vdlgereedschapmakerij.nl Tools ranging from simple to high grade and complex. Complex follow-on cutting and bending tools and dies. Series production of precision components. CNC-5 spindle milling, sawing, CNC grinding, turning, wire sparking and co-drilling. Processes are carried out in 2D and 3D CAD/CAM. VDL TIM Hapert bv Director: Piet Spooren Energieweg 2 5527 AH Hapert, the Netherlands T: +31 (0)497-38 38 05 F: +31 (0)497-38 68 65 info@vdl-tim.nl www.vdltimhapert.nl Specialized in mechanical processing of cast and forging work and welding assemblies by means of CNC lathes and (robotized) CNC processing machines. Assembly work. VDS Technische Industrie bv Director: Jos van Meijl Industrieweg 29 5527 AJ Hapert, the Netherlands T: +31 (0)497-38 38 44 F: +31 (0)497-38 68 09 info@vds-vdl.nl www.vdstechnischeindustrie.nl Mechanical and hydraulic punching, bending and drawing possible up to 800 tonnes, with integrated finishing. Medium-sized and large series from simple through to generally complex metal parts with minimum tolerances. Material thickness 0.10-10 mm. (Robotic) welding, spot welding, klinking, 3D laser cutting, automated assembly and (sub) assembly. VDL Laktechniek bv Director: Cleem Rothengatter Meerenakkerweg 20 5652 AV Eindhoven, the Netherlands T: +31 (0)40-250 19 00 F: +31 (0)40-255 58 50 info@vdllaktechniek.nl www.vdllaktechniek.nl Grit blasting, zinc phosphate coating, cataphoresis painting, powder coating and wet painting. Automatic paint lines. VDL Belgium nv Director: Marco van Tongeren Industrielaan 15 Industriezone III - Erembodegem 9320 Aalst, Belgium T: +32 (0)53-83 70 90 F: +32 (0)53-83 61 80 sales@vdlbelgium.com www.vdlbelgium.com Metal processing including cutting, stamping, setting, (robotic) welding, spot welding. Specialty: CNC tube bending up to 155 mm diameter. Production of insulated tubes. Tool shop, ultrasonic cleaning, wet coating, immersion line and own wet-paint spray line. VDL Technics bv Director: Hans Sanders Korenmolen 2 5281 PB Boxtel, the Netherlands T: +31 (0)411-68 29 80 F: +31 (0)411-68 27 51 info@vdltechnics.nl www.vdltechnics.nl Laser cutting 4 and 6 KW with Stopa warehouse, CNC punching, cutting, profiling and squaring. Specialisation in construction work and robotic welding with offline programming. Mechanical finishing up to 14 metres of (complex) weld assemblies. Stamping work up to 200 tonnes with hydraulic and fullyautomatic eccentric presses. Engineering, project management and assembly. VDL Kunststoffen bv Director: Rick van Haren Industrieweg 107 5591 JL Heeze, the Netherlands T: +31 (0)40-224 11 60 F: +31 (0)40-224 11 99 info@vdlkunststoffen.com www.vdlkunststoffen.com High-grade technical plastic injection moulded components, 2k injection moulding, insert and outsert moulding. Engineering and product development, project support to customers during the development process. Assembly and finishing of components and finished products. Own tool shop. Helmondse Metaal Industrie bv Director: Hans van Raak Kleibeemd 1 5705 DP Helmond, the Netherlands T: +31 (0)492-54 08 00 F: +31 (0)492-53 79 50 info@helmondsemetaalindustrie.nl www.helmondsemetaalindustrie.nl Metalworking such as cutting, sawing, stamping, setting, pipe bending, CNC punching, CNC plate cutting, 3D pipe laser cutting, (robotic) welding and soldering. Sheet-metal work, construction work and assembly. 43

Subcontracting NSA Metaalindustrie bv Director: Bart Spackler De Run 4234 5503 LL Veldhoven, the Netherlands T: +31 (0)40-254 45 65 F: +31 (0)40-254 50 65 info@nsametaal.nl www.nsametaalindustrie.nl All aspects of sheet-metal working. Development, prototyping, tooling, production and composition of sheet metal parts in, for example, stainless steel, aluminium and steel, from single items to medium-sized series. Highly advanced machinery. NSA Apparatenbouw bv Director: Pieter Aarts Sigarenmaker 8 5521 DJ Eersel, the Netherlands T: +31 (0)497-51 51 50 F: +31 (0)497-51 76 53 info@nsaapparatenbouw.com www.nsaapparatenbouw.com System supplier in the area of (complex) medical, optical and mechatronic modules for OEM and consumer markets. Development, production, testing and provision of service, overall logistics and project management. As well as the design and manufacture of filter and tank installations for the agricultural and chemical industry. VDL MPC bv Director: Leo Spaan Terminalweg 40 3821 AJ Amersfoort, the Netherlands T: +31 (0)33-454 29 00 F: +31 (0)33-455 59 11 info@vdlmpc.com www.vdlmpc.com Production, assembly and prototyping of complex sheet-metal parts and assemblies. Specialized in machine building, (cleanroom) assembly of high-grade mechanical components and modules. All common sheet-metal working techniques such as turning, milling, laser cutting (stainless steel and aluminium), spark machining and degreasing of metal products. 44 VDL Parree bv Director: Ger Stappers Spoorstraat 8 5975 RK Sevenum, the Netherlands T: +31 (0)77-467 70 88 F: +31 (0)77-467 70 80 info@vdlparree.nl www.vdlparree.com Specialist in the field of high-quality technical plastic injection moulded parts, metal parts, assemblies and metal and plastic combinations. 2K techniques, gas injection, in-mould labelling, insert and outsert moulding. Co-design function, product innovations, product optimisation and engineering. In-house tool shop and assembly department. VDL Staalservice bv Director: Paul Hermans Celsiusstraat 13 6003 DG Weert, the Netherlands T: +31 (0)495-54 08 38 F: +31 (0)495-53 98 65 info@vdlstaalservice.nl www.vdlstaalservice.nl The manufacture of customer-specific welded assemblies, laser, plasma and autogenic cut, bevelled and mechanically finished products. Metalworking such as CNC laser cutting, CNC flame cutting and CNC plasma cutting. Punching, cutting, CNC squaring, welding (MIG/MAG/TIG), machining and water jet cutting. VDL Lasindustrie bv Director: Bas van der Leegte Wekkerstraat 1 5652 AN Eindhoven, the Netherlands T: +31 (0)40-292 33 00 F: +31 (0)40-251 00 50 info@vdllasindustrie.nl www.vdllasindustrie.nl From engineering and prototyping through to production of small and large series. Specialized in sheetmetal and construction work. Cutting, sawing, CNC punching, CNC laser cutting, CNC setting, drilling, tapping, milling and all welding activities such as robotic welding, welding (MIG/MAG/TIG), spot welding and stud welding. RPI Componenten bv Director: Hans de Bresser Nijverheidsweg 40 3341 LJ Hendrik-Ido-Ambacht, the Netherlands T: +31 (0)78-683 18 00 F: +31 (0)78-681 97 28 info@rpicomponenten.nl www.rpicomponenten.nl Sheet-metal working: from 0.5 mm in steel, stainless steel and aluminium, specialised in desks and frame building for complicated assemblies. All welding processes, including robotic welding, stud welding and spot welding. Machined sheet-metal processes, punching, laser cutting, bending and cutting. Machining: turning, milling and drilling. Mounting and mechanical assembly. VDL Rotech SRL Director: Silviu Nitulescu Zona industriala NV str. 1 no. 5 310419 Arad, Romania T: +40 (0)257-25 66 43 F: +40 (0)257-22 03 00 vdl_romania@inext.ro Metalworking, specialized in CNC machining as milling and turning. Production of welded constructions and assembly work. Thin sheetmetal work: cutting, stamping, spot welding. VDL Systems bv Director: Edwin Willems Erfstraat 3 5405 BE Uden, the Netherlands T: +31 (0)413-25 05 05 F: +31 (0)413-25 10 25 info@vdlsystems.nl www.vdlsystems.nl Development, production and installation of machines and internal transport systems for OEM s who produce Food Processing Equipment. Specialized in the processing of stainless steel and aluminium.

Subcontracting VDL Postma bv Director: Johan Zwarts Leeuwarderstraatweg 121d 8441 PK Heerenveen, the Netherlands T: +31 (0)513-62 25 36 F: +31 (0)513-61 01 21 info@vdlpostma.nl www.vdlpostma.nl Sheet-metal processing: laser cutting, CNC punch nibbling, cutting, squaring. Pipe processing: CNC rolling, bending, (robotic) welding and machining. Powder coating including chemical pre-treatment by means of separated immersion baths for steel and aluminium. VDL Industrial Modules bv Director: Jeroen van den Hurk Brandevoortse Dreef 4 5707 DG Helmond, the Netherlands T: +31 (0)492-50 58 00 F: +31 (0)492-50 58 01 info@vdlindustrialmodules.nl www.vdlindustrialmodules.nl System supplier for the OEM market. Development, prototyping, precision sheetmetal processing, (cleanroom) assembly and testing of high-quality modules and systems. With a strong focus on integral cost-pricecontrol, logistics and minimizing financial risks in the supply chain. Design and production of dynamic and static road signs. VDL Konings bv Director: Sjoerd van de Velde Bosstraat 93 6071 XT Swalmen, the Netherlands T: +31 (0)475-50 01 00 F: +31 (0)475-50 01 01 info@vdlkonings.com www.vdlkonings.com Design, engineering, prototyping, production, assembly and installation of customer-specific mechanisation systems, machines and installations for the film, foam and paper industries, and other sectors. Development and production of systems and modules for the medical sector (radiotherapy and radiology). CNC operations including turning, milling, boring and drilling. VDL Wientjes Roden bv Director: Chris Mulder Produktieweg 9 9301 ZS Roden, the Netherlands T: +31 (0)50-502 48 11 F: +31 (0)50-501 86 96 info@vdlwientjesroden.nl www.vdlwientjesroden.nl Engineering, design and production of highquality plastic products. Various processing techniques, including vacuum forming, CNC machining, laser cutting, welding, gluing and assembly. VDL Wientjes Emmen bv Director: Hans Meuleman Phileas Foggstraat 30 7825 AK Emmen, the Netherlands T: +31 (0)591-66 96 66 F: +31 (0)591-63 49 92 info@vdlwientjesemmen.nl www.vdlwientjesemmen.nl Engineering, design and production of highquality plastic products. Production techniques: injection moulding of (fibre-reinforced) thermoplastics, gas injection and 2-components. Hot-pressing of thermoharders (polyester) and assembly. Producer of sheet moulding compound (SMC), a glass fibre-reinforced polymer semi-manufacture. VDL Services bv Director: Rob Diepstraten Handelsweg 21 5527 AL Hapert, the Netherlands T: +31 (0)497-38 01 00 F: +31 (0)497-33 11 33 info@vdlservices.nl www.vdlservices.nl Repair, maintenance and installation of a range of (VDL) products supported by a 24/7 service organisation with a network of service engineers throughout the Netherlands. Also project supervision and implementation, worldwide. VDL Enabling Technologies Group Director: Simon Bambach Achtseweg Noord 5 5651 GG Eindhoven, the Netherlands T: +31 (0)40-263 88 88 F: +31 (0)40-263 82 40 info@vdletg.com www.vdletg.com The VDL Enabling Technologies Group is aimed at system integration and logistic/supply chain management for mechatronic (sub) systems on behalf of OEMs for high-tech capital goods. The general management of the six VDL ETG branches in Eindhoven, Almelo, Singapore and Suzhou (China) is located in Eindhoven. In addition, new business development and key account management, technology, engineering and purchasing are organised centrally. VDL Enabling Technologies Group Eindhoven bv Director: Wil-jan Schutte / Simon Bambach Achtseweg Noord 5 5651 GG Eindhoven, the Netherlands T: +31 (0)40-263 88 88 F: +31 (0)40-263 84 20 info@vdletg.com www.vdletg.com Operates in the business of system integration of mechatronic (sub)systems and modules for OEMs in the high-tech capital equipment industry and in the area of production mechanisation. System supplier from (co-)engineering through parts production to assembly and testing. 45

Subcontracting VDL ETG Research bv Director: Jadranko Dovic / Simon Bambach High Tech Campus 7 5656 AE Eindhoven, the Netherlands T: +31 (0)40-274 83 69 F: +31 (0)40-274 68 79 info@vdletg.com www.vdletg.com Is the starting point for R&D departments with development and hardware questions. Provides support for the realisation of new products, in field of mechanics, mechatronics and electronics, from first prototype via transfer to volume production. In-house workshops guarantee the speed and makeability while maintaining extreme precision. Development departments and start-ups are assisted with the further development of the product or production and testing equipment. VDL ETG Projects bv Director: Arie van Kraaij / Simon Bambach Hurksestraat 13 5652 AH Eindhoven, the Netherlands T: +31 (0)40-263 82 18 F: +31 (0)40-263 82 10 info@vdletg.com www.vdletg.com Develops, produces, assembles and installs (mass) fabrication equipment worldwide for a wide range of markets varying from food and medical through to solar and semicon, in the form of both one-offs and roll-outs. Also makes and assembles high-quality technical prototypes for mechanical components and complete assemblies with very short lead times. VDL Enabling Technologies Group Almelo bv Director: Sander Verschoor / Simon Bambach Bornsestraat 345 7601 PB Almelo, the Netherlands T: +31 (0)546-54 00 00 info@vdletg.com www.vdletg.com Operates in the business of system integration of mechatronic (sub)systems and modules for OEMs in the high-tech capital equipment industry and in the area of production mechanisation. System supplier from (co-) engineering through parts production to assembly and testing. VDL Enabling Technologies Group (Singapore) Pte Ltd Director: Wu Yong Lin / Simon Bambach 259 Jalan Ahmad Ibrahim Jurong Singapore 629148, Singapore T: +65 650 803 20 F: +65 626 574 66 info@vdletg.com www.vdletg.com Operates in the business of system integration of mechatronic (sub)systems and modules for OEMs in the high-tech capital equipment industry and in the area of production mechanisation. System supplier from (co-) engineering through parts production to assembly and testing. VDL Enabling Technologies Group of Suzhou Ltd Director: Ton de Haan / Simon Bambach 288 Su Hong Xi Road Suzhou Industrial Park, Jiangsu P.R.C. 215021, China T: +86 512-85 18 89 98 F: +86 512-85 18 92 88 info@vdletg.com www.vdletg.com Operates in the business of system integration of mechatronic (sub)systems and modules for OEMs in the high-tech capital equipment industry and in the area of production mechanisation. System supplier from (co-) engineering through parts production to assembly and testing. VDL Network Supplies bv Director: William van Hout Handelsweg 21 5527 AL Hapert, the Netherlands T: +31 (0)495-33 11 00 F: +31 (0)495-33 11 01 info@vdlnetworksupplies.nl www.vdlnetworksupplies.nl Specialized in the production of semi-finished, finished products and related services for the construction, housing and extension of large and national networks such as mobile phone, telecom, energy and railway networks. VDL Fibertech Industries bv Director: Michiel Wassink Hallenweg 15 5683 CT Best, the Netherlands T: +31 (0)499-36 76 76 F: +31 (0)499-36 76 75 info@vdlfibertechindustries.com www.vdlfibertechindustries.com Specialists in the production of composites (carbon and glass-reinforced plastic) and polyurethane. These products serve the medical market (patient table tops for X-ray and MRI equipment, accessories) and focus on high-tech machine parts and lightweight composite parts for the transport sector. 46

Car assembly VDL Nedcar bv Director: Joost Govaarts Dr. Hub van Doorneweg 1 6121 RD Born, the Netherlands T: +31 (0)46-489 44 44 F: +31 (0)46-489 54 44 info@vdlnedcar.nl www.vdlnedcar.nl Production and assembly of cars under contract to third parties. Also production of pressed sheet metal parts. 47

48

Buses & coaches VDL Bus & Coach bv Director: Rémi Henkemans / Henri Koolen De Vest 51 5555 XP Valkenswaard, the Netherlands T: +31 (0)40-208 44 00 F: +31 (0)40-208 44 99 info@vdlbuscoach.com www.vdlbuscoach.com VDL Bus & Coach offers an extensive product range: chassis and chassis modules, coaches, public transport buses, mini and midi buses, special vehicles and second-hand buses. VDL Bus & Coach has an extensive, international network of offices, agents and importers offering sales and after sales support. VDL Bus Chassis bv Director: Jan-Cees Santema Hoevenweg 1 5652 AW Eindhoven, the Netherlands T: +31 (0)40-250 05 00 F: +31 (0)40-257 09 04 info@vdlbuscoach.com www.vdlbuscoach.com Development and assembly of complete chassis, chassis modules and CKD packages for public transport buses and coaches. VDL Bus Modules bv Director: Frank Van Geel De Vest 55 5555 XP Valkenswaard, the Netherlands T: +31 (0)40-208 24 24 F: +31 (0)40-208 24 25 info@vdlbusmodules.nl www.vdlbuscoach.com Production of modules for luxury coaches, doubledeckers, VIP coaches, regional buses and special projects. VDL Bus Heerenveen bv Director: Dennis van Opzeeland Wetterwille 12 8447 GC Heerenveen, the Netherlands T: +31 (0)513-61 85 00 F: +31 (0)513-62 97 89 info@vdlbusheerenveen.nl www.vdlbuscoach.com Production of buses for public transport, such as city and regional buses. VDL Bus Venlo bv Director: Mark Bakermans Huiskensstraat 49 5916 PN Venlo, the Netherlands T: +31 (0)77-320 00 80 F: +31 (0)77-351 70 48 info@vdlbusvenlo.nl www.vdlbuscoach.com Production of mini & midi buses for coach and public transport, police vehicles, taxi buses, airport transport and special transport (such as disabled persons and VIP) in all possible types. Also body repair of cars and commercial vehicles under the trade name VDL Kusters as part of ABS Autoherstel. (www.absvdlkusters.nl / T: +31 (0)77-351 70 45) VDL Bus Roeselare nv Director: Peter Wouters Schoolstraat 50 8800 Roeselare, Belgium T: +32 (0)51-23 26 11 F: +32 (0)51-23 27 90 info@vdlbusroeselare.be www.vdlbuscoach.com Production of buses for public transport, luxury coaches, VIP coaches and carrying out special projects. Advanced Public Transport Systems bv Director: Ruud Bouwman Steenovenweg 1 5708 HN Helmond, the Netherlands T: +31 (0)492-56 20 13 F: +31 (0)492-56 23 38 apts.info@apts-phileas.com www.vdlbuscoach.com Development, production and sales of highquality public transport systems. VDL Bus Valkenswaard bv Director: Marc van Doorn De Vest 9 5555 XL Valkenswaard, the Netherlands T: +31 (0)40-208 46 11 F: +31 (0)40-204 20 45 info@vdlbusvalkenswaard.nl www.vdlbuscoach.com Production of luxury coaches, VIP coaches, regional buses and carrying out special projects. VDL Bus & Coach Nederland bv Director: Willem van der Leegte De Vest 51 5555 XP Valkenswaard, the Netherlands T: +31 (0)40-208 44 00 F: +31 (0)40-208 44 99 info@vdlbuscoach.com www.vdlbuscoach.com Sales and after sales for all VDL Bus & Coach products in the Netherlands. VDL Bus & Coach France sarl Director: Frank de Leeuw 5, rue du Pont de la Brèche Z.A.E. Les Grandes Vignes 95192 Goussainville Cedex, France T: +33 (0)1-343 88 940 F: +33 (0)1-343 88 941 info@vdlbuscoach.fr www.vdlbuscoach.com Sales, after sales and parts for all VDL Bus & Coach products in France. VDL Bus & Coach Italia s.r.l. a socio unico Director: Anno Dirksen Piazza dei Beccadori, 12 41057 Spilamberto (MO), Italy T: +39 059-78 29 31 F: +39 059-78 59 80 info@vdlbuscoach.it www.vdlbuscoach.com Sales, after sales and parts for all VDL Bus & Coach products in Italy. VDL Bus & Coach Belgium Director: Willem van der Leegte Schoolstraat 50 8800 Roeselare, Belgium T: +32 (0)51-23 26 06 F: +32 (0)51-23 27 63 info@vdlbuscoach.be www.vdlbuscoach.com Sales, after sales and parts for all VDL Bus & Coach products in Belgium and Luxembourg. 49

Buses & coaches VDL Bus & Coach Polska Sp. z o.o. Director: Bolesław Piekorz Straszków 121 62-604 Kośielec, Poland T: +48 (0)63-261 60 91 F: +48 (0)63-261 04 80 info@vdlbuscoach.pl www.vdlbuscoach.com Sales, after sales and parts for all VDL Bus & Coach products in Poland. VDL Bus & Coach Deutschland GmbH Director: Silke Tödter Oberer Westring 1 Industriegebiet West 33142 Büren, Germany T: +49 (0)2951-60 80 F: +49 (0)2951-60 82 22 info@vdlbuscoach.de www.vdlbuscoach.com Sales, after sales and parts for all VDL Bus & Coach products in Germany. VDL Bus & Coach (Suisse) GmbH Director: Bernard Donzé Erlenstrasse 29 Postfach 2555 Brügg, Switzerland T: +41 (0)32-366 65 65 F: +41 (0)32-366 65 66 info@vdlbuscoach.ch www.vdlbuscoach.com Sales, after sales and parts for all VDL Bus & Coach products in Switzerland. VDL Bus & Coach Czech Republic s.r.o. Director: Pavel Schlosser Učňovská 177 38001 Dačice, Czech Republic T: +420 384 420 348 F: +420 384 420 348 info@vdlbuscoach.cz www.vdlbuscoach.com Sales, after sales and parts for all VDL Bus & Coach products in the Czech Republic and Slovakia. VDL Bus & Coach South Africa (Pty) Ltd Director: Sam Mansingh / Jan-Cees Santema Isando Business Park Unit H1 Cnr Gewel & Hulley Street 1600 Isando, South Africa T: +27 (0)11-392 14 70 F: +27 (0)11-392 43 93 info@vdlbuscoach.co.za www.vdlbuscoach.com Sales, after sales and parts for all VDL Bus & Coach products in South Africa. VDL Bus & Coach Serbia d.o.o. Beograd Director: Branislav Radovanović Ganijeva 99d 11070 Belgrade, Serbia T: +381 11 2166 525 F: +381 11 3189 760 info@vdlbuscoach.rs www.vdlbuscoach.com Sales, after sales and parts for all VDL Bus & Coach products in Serbia. VDL Bus & Coach Danmark A/S Director: John Lausen Naverland 21 2600 Glostrup, Denemarken T: +45 70 23 83 23 F: +45 70 23 84 23 info@vdlbuscoach.dk www.vdlbuscoach.com Sales, after sales and parts of all VDL Bus & Coach products in Denmark. VDL Bus Center bv Director: Manon Raynal De Run 4232 5503 LL Veldhoven, the Netherlands T: +31 (0)40-295 46 35 F: +31 (0)40-255 78 80 info@vdlbuscenter.com www.vdlbuscenter.com Purchase and sales of used buses and coaches of all makes and models. VDL Bus Center GmbH Director: Burkhard Gieffers / Manon Raynal Oberer Westring 2 Industriegebiet West 33142 Büren, Germany T: +49 (0)2951-98 920 F: +49 (0)2951-76 53 info@vdlbuscenter.de www.vdlbuscenter.com Purchase and sales of used buses and coaches of all makes and models. VDL Bus Center sarl Director: Manon Raynal 5, rue du Pont de la Brèche Z.A.E. Les Grandes Vignes 95192 Goussainville Cedex, France T: +33 (0)1-39 33 99 00 F: +33 (0)1-34 38 93 42 info@vdlbuscenter.fr www.vdlbuscenter.com Purchase and sales of used buses and coaches of all makes and models. VDL Busland bv Director: Ton Behr Steenoven 17 5626 DK Eindhoven, the Netherlands T: +31 (0)40-262 86 00 F: +31 (0)40-262 86 86 info@vdlbusland.nl www.vdlbusland.nl Specialized workshop for the maintenance, repair and damage repair of all makes of coaches and buses. VDL Parts bv Director: Peter Schellens De Run 5410 5504 DE Veldhoven, the Netherlands T: +31 (0)40-208 41 00 F: +31 (0)40-204 88 22 info@vdlparts.nl www.vdlparts.com Worldwide purchase and sales, logistics and information provision for all original VDL Bus & Coach spare parts and related accessories. 50

finished products VDL Agrotech bv Director: Brian van Hooff Hoevenweg 1 5652 AW Eindhoven, the Netherlands T: +31 (0)40-292 55 00 F: +31 (0)40-292 55 01 info@vdlagrotech.nl www.vdlagrotech.com Equipment for intensive livestock keeping, including engineering and erection of complete turnkey projects. Manure drying tunnel. VDL Industrial Products bv Director: Carlos Ooijen Hoevenweg 3 5652 AW Eindhoven, the Netherlands T: +31 (0)40-292 55 80 F: +31 (0)40-292 55 02 info@vdlindustrialproducts.com www.vdlindustrialproducts.com Sales and service of components for dust extraction installations and bulk material handling such as modular tube systems, rotary valves, fans, cyclones, diverter and butterfly valves and vibrating conveyors. Also sales and service of complete systems for explosion and fire-protection of industrial processes. VDL Steelweld bv Director: Peter de Vos Terheijdenseweg 169 4825 BJ Breda, the Netherlands T: +31 (0)76-579 27 00 F: +31 (0)76-587 47 54 info@vdlsteelweld.com www.vdlsteelweld.com Design, production, installation and service of robotized production automation systems with a wide range of handling, assembly and connection joining techniques for industrial applications including for the automotive industry. Also active in product development, prototype manufacture and production of special machines and series production of mechatronic modules and systems for applications in industrial vehicle technology and agricultural vehicles. VDL Steelweld UK Director: Darren Dowsett / Peter de Vos Unit 3, The Barford Exchange Wellesbourne Road, Barford Warwickshire, CV35 8AQ, United Kingdom T: +44 (0)1926 62 47 10 info@vdlsteelweld.com www.vdlsteelweld.com Design, production, installation and service of robotized production automation systems with a wide range of handling, assembly and connection joining techniques for industrial applications including for the automotive industry. VDL Steelweld GmbH Director: Peter de Vos Max Planck Straße 38 50858 Köln, Germany T: +49 (0)2234-200 10 60 F: +49 (0)2234-200 33 17 info@vdlsteelweld.com www.vdlsteelweld.com Design, production, installation and service of robotized production automation systems with a wide range of handling, assembly and connection joining techniques for industrial applications including for the automotive industry. Hapro International bv Director: Dick van de Linde Fleerbosseweg 33 4421 RR Kapelle, the Netherlands T: +31 (0)113-36 23 62 F: +31 (0)113-36 23 99 info@hapro.com www.hapro.com Develops, produces, assembles and distributes sunbeds for both the consumer market and professional tanning studios. Sales of accessories for the tanning market. Development, production and assembly of car roof boxes and bicycle carriers. Hapro Deutschland GmbH Director: Dick van de Linde Südring 6 56412 Ruppach-Goldhausen, Germany T: +49 (0)2602-940 00 F: +49 (0)2602-940 049 kontakt@hapro.com www.hapro.com Sales and service of professional sunbeds for commercial use. Accessories for the tanning market. VDL Klima bv Director: Wim Jenniskens Meerenakkerweg 30 5652 AV Eindhoven, the Netherlands T: +31 (0)40-298 18 18 F: +31 (0)40-298 18 00 info@vdlklima.com www.vdlklima.com Development and production of heat exchangers (such as air/air and air/water coolers, boxcoolers, shell and tube heat exchangers) and ventilation systems for various applications such as electrical propulsion systems and power generators, transformers and converters. Klima Warmtetechniek nv Director: Wim Jenniskens Buitenheide 4 3930 Hamont-Achel, Belgium T: +32 (0)11-80 47 00 F: +32 (0)11-66 12 40 klima.wt@vdlklima.com www.vdlklima.com Production company of VDL Klima products. VDL Klima Belgium nv Director: Wim Jenniskens Planet II, Unit A.4.0 Leuvensesteenweg 542 1930 Zaventem, Belgium T: +32 (0)2-720 60 26 F: +32 (0)2-720 34 07 klima.belgium@vdlklima.com www.vdlklima.com Sales office for products of VDL Klima and Klima Warmtetechniek. 51

finished products VDL Klima France sarl Director: Pascal Pécuchet 276 Avenue de la Marne Chateau Rouge 59708 Marcq en Baroeul, France T: +33 (0)320-65 91 65 F: +33 (0)320-65 91 60 klima.france@vdlklima.com www.vdlklima.com Development and sales of heat exchangers and cooling units for the electromechanical industry and other industrial applications. VDL KTI nv Director: William van Hout Nijverheidsstraat 10 Industrial Area II 2400 Mol, Belgium T: +32 (0)14-34 62 62 F: +32 (0)14-34 62 63 info@vdlkti.be www.vdlkti.be Development and production of parts for industrial furnaces (convection/radiation), as well as complete furnace modules, pressure vessels, heat exchangers and separation modules for the chemical, petrochemical, oil and gas industry. VDL Delmas GmbH Director: Jörg Nelius Breitenbachstraße 10 13509 Berlin, Germany T: +49 (0)30-438 09 20 F: +49 (0)30-438 09 226 info@vdldelmas.de www.vdldelmas.de Development, production and delivery of heat exchangers, cooling units and related aggregates for industrial applications. VDL Containersystemen bv Director: Frans van Dommelen Industrieweg 21 5527 AJ Hapert, the Netherlands T: +31 (0)497-38 70 50 F: +31 (0)497-38 68 55 sales@vdlcontainersyst.nl www.vdlcontainersystemen.com Development, production, sales, repair and 52 installation of hydraulic container-handling systems (hook-arm systems, skiploaders and cable systems), container trailers and containers. Development, production, sales and repair of spreaders and AGV s for handling 20, 40 and 45 feet ISO containers. VDL Containersysteme GmbH Director: Frans van Dommelen Wilhelmshavenstraße 33 26316 Varel-Winkelsheide, Germany T: +49 (0)4451-96 94 93 F: +49 (0)4451-96 96 85 sales@vdlcontainersyst.nl www.vdlcontainersystemen.com Sales and after sales of container handling systems and trailers in Germany. VDL Weweler bv Director: Dick Aalderink Kayersdijk 149 7332 AP Apeldoorn, the Netherlands T: +31 (0)55-538 51 00 F: +31 (0)55-538 51 93 info@vdlweweler.nl www.vdlweweler.nl Development, production and sales of air spring and axle lift systems for manufacturers of axles, trailers, trucks, buses and coaches. Weweler-Colaert nv Director: Jacques Colaert Beneluxlaan 1-3 8970 Poperinge, Belgium T: +32 (0)57-34 62 05 F: +32 (0)57-34 62 08 info@weweler.eu www.weweler.eu Development, production and sales of leaf and parabolic springs for the automotive industry. Distribution of high quality technical components for trucks, trailers, semitrailers and buses. VDL Weweler Parts bv Director: Danny Orgers Minden 12 7327 AW Apeldoorn, the Netherlands T: +31 (0)55-538 04 00 F: +31 (0)55-538 04 09 info@vdlwewelerparts.nl www.vdlwewelerparts.nl Distribution of high-quality technical components for trucks, trailers, semi-trailers and buses. Truck & Trailer Industry AS Director: Øyvind Stenersen Persveien 20 0581 Oslo, Norway T: +47 (0)23-03 96 00 F: +47 (0)23-03 96 01 post@tti.no www.tti.no Sales from four offices in Norway of VDL Weweler suspension systems and spare parts for trucks, trailers and buses. PMB-UVA International bv Director: Marius Ponten Meerenakkerweg 32 5652 AV Eindhoven, the Netherlands T: +31 (0)40-282 50 00 F: +31 (0)40-282 50 01 sales@pmb-uva.com www.pmb-uva.com Development, production, sales and service for the tobacco and packaging industries. Machines for the production and packaging of cigars. Vertical form, filling and sealing machines for food, animal feed and detergent sectors. VDL USA Inc Director: George van Bergen 8111 Virginia Pine Ct. Richmond VA 23237, USA T: +1 804-275 80 67 F: +1 804-271 30 96 info@vdlusa.com www.vdlusa.com Sales and service of VDL products in North America. VDL Middle East fzco Director: Rémi Henkemans 5WA (West Wing) Dubai Airport Free Zone, United Arab Emirates Sales, after sales and service of VDL products in the Middle East.

VDL Groep financial report 2012 53

Consolidated balance ( x 1,000 euro ) Assets 31 December 2012 31 December 2011 Fixed assets Intangible fixed assets Goodwill 481 199 Tangible fixed assets Buildings and land 421,228 287,078 Machinery and installations 88,180 48,969 Other fixed assets 36,766 29,387 546,174 365,434 Financial fixed assets Participations 35,033 24,741 Other financial fixed assets 2,579 5,025 37,612 29,766 Current assets Stocks Raw materials and consumables 136,099 133,623 Work in progress 150,003 156,265 Finished products and commodities 98,766 78,844 Advance payments for projects in progress -114,776-10,644 270,092 358,088 Accounts receivables Trade debtors 308,085 289,928 Other receivables and accrued income 19,444 10,285 327,529 300,213 Cash at bank and in hand 221,781 8,528 1,403,669 1,062,228 54

Liabilities 31 December 2012 31 December 2011 Group capital Shareholders equity 788,049 576,226 Third party interests 431 1,412 788,480 577,638 Provisions Pension provisions 1,527 1,470 Warranty provisions 27,415 25,355 Taxation provisions 42,630 19,014 Other provisions 142,013 7,751 213,585 53,590 Long-term liabilities Debts to credit banks 143,646 56,004 Current liabilities Debts to credit banks 17,914 118,225 Debt to suppliers 145,983 157,323 Taxes and social security contributions 20,449 23,047 Other debts and deferred liabilities 73,612 76,401 257,958 374,996 1,403,669 1,062,228 55

Consolidated profit and loss account ( x 1,000 euro ) 2012 2011 Net turnover 1,628,857 1,574,805 Changes in stocks -34,914-10,814 Inter-company trading 2,425 1,314 Other operating income 8,825 9,681 Total operating income 1,605,193 1,574,986 Costs of raw materials and consumables 854,994 794,529 Subcontracted work and other external costs 235,580 261,438 Salaries and wages 303,094 295,105 Social security contributions and other personnel costs 80,201 76,004 Depreciation of (in)tangible fixed assets 32,490 30,465 Other operating costs 11,427 21,170 Total operating costs 1,517,786 1,478,711 Operating profit 87,407 96,275 Financial expenses -9,045-8,005 Profit on ordinary activities 78,362 88,270 Profit on non-consolidated shareholdings -2,683-4,893 Profit before tax 75,679 83,377 Tax -19,923-18,312 Third party interests 999 949 Net profit after tax 56,755 66,014 56

Statement of source and application of funds ( x 1,000 euro ) 2012 2011 Source of funds Profit appropriation 56,755 66,014 Depreciation (in)tangible fixed assets 32,490 30,465 Change to consolidated participations 158,420 791 Change to non-consolidated participations - 546 Other financial fixed assets transactions 751 757 Long-term loans taken up 110,000 5,000 Correction to repayment obligations on long-term loans - 40,000 Changes in provisions 27,623 1,851 386,039 145,424 Application of funds Third party interests 981 929 Investments minus desinvestments 61,546 52,100 Repayment on long-term loans 22,358 17,908 Change to non-consolidated participations 10,292 - Other changes in equity 21,251 25,126 116,428 96,063 Changes in working capital 269,611 49,361 57

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

Valuation principles for the balance sheet Intangible fixed assets Intangible fixed assets relate to the costs of goodwill at the time of take-over. Goodwill is valued at the difference between the acquisition price and the share in the net asset value of the acquired companies, less accumulated depreciation and extraordinary capital reductions. The depreciation period is 10 years and starts from the commencement of the financial year in which the goodwill costs originated. Negative goodwill is listed under statutory reserves. Tangible fixed assets Company land and buildings are valued at the current appraised value, being the value by private treaty with continued use, with costs for the purchaser s account, less depreciation and taking into account the expected lifespan of the assets in question. A deferred tax liability of 15% is taken into account in the revaluation of buildings. The remaining tangible fixed assets are valued at purchase price less depreciation, taking the expected useful life into account. The expected life per category is: Company buildings: 20-33 years Renovations and facilities: 5-20 years Plant and machinery: 5-10 years Other fixed operating assets: 5-7 years Investments during the year under review are written off pro rata temporis. Financial fixed assets Shareholdings are valued at their share in the net asset value. The value of assets, liabilities and profit of shareholdings in which the company has a controlling interest are determined in accordance with the principles applicable to these annual accounts. Claims on group companies and minority interests and other financial fixed assets are valued at nominal value or market value, if lower. Also included under financial fixed assets, due to the available forward offset of losses, is part of the deferred tax credit that cannot be set off against deferred tax obligations. Expectations are that this deferred tax credit will not be settled in the near future. For the applicable valuation principles, refer to the paragraph on deferred tax credits and obligations. Stocks and work in hand Stocks of raw materials and consumables are valued at fixed transfer prices based on the last known purchase price plus various surcharges. If necessary, a provision for non-saleability is established. Work in hand (including semi-finished products and development costs of new products) is valued on the basis of the overall cost price of the materials processed and hours worked, less a provision for obsolete stock and expected losses. Invoiced instalments are deducted. Stocks of finished products and commodities are valued at the cost price or fixed transfer price, based on the last known purchase price plus various surcharges, minus the provision considered necessary for nonsaleability. Accounts receivable Receivables, including taxes, prepayments and accrued income, are valued at face value less a necessary provision for bad debts. Included under receivables, due to the available forward offset of losses, is part of the deferred tax credit that cannot be set off against deferred tax obligations. Expectations are that this deferred tax credit will be settled in the near future. 59

Provisions The pension provision is valued at cash value. The other provisions mainly concern warranty obligations, bridging loans, reorganization, maintenance of buildings, soil remediation and anniversary benefits. Provisions are taken at the current value of the estimated obligations. Deferred tax credits and obligations Deferred tax obligations relate to future tax obligations resulting from the differences between the valuation of the assets and liabilities according to the balance sheet and the valuation for tax purposes of said items. Deferred tax obligations are calculated in line with the current rate of corporation tax, and at 15% with regard to the revaluation of company buildings. Deferred tax credits relate to future tax credits due to the available forward offset of losses and are calculated in line with the current rate of corporation tax. If and to the extent that such can be legally justified, the deferred tax credits ensuing from the available forward offset of losses are set off against the deferred tax obligations. If such offset is not possible, the deferred tax credits are booked as financial fixed assets or receivables, depending on the anticipated time of settlement. Other assets and liabilities Other assets and liabilities are entered at face value. Accounting principles for determining the result Taking the aforementioned principles into account, the result is determined as the difference between the sales value of goods and services supplied during the financial year and the costs and other expenses valued at historical cost price. Profit is realised at the time of billing. Losses are recorded as soon as they become known. Profits from non-consolidated shareholdings Profits from non-consolidated shareholdings are accounted for in accordance with the net assets method. Tax Tax on profit is calculated at the nominal rate applicable to the financial year in question, whereby tax facilities are taken into account. 60

VDL Groep jaarverslag 2012