ANNUAL REPORT 2012 -...

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ANNUAL REPORT 2012

Transcript of ANNUAL REPORT 2012 -...

ANNUAL REPORT 2012

Hydratec Industries NV

Nijverheidsweg Noord 40

Postbus 328

3800 AH Amersfoort

The Netherlands

Telephone: Int. + 31 (0)33 469 73 25

E-mail: [email protected]

Internet: www.hydratec.nl

Registered offi ce in Amersfoort, the Netherlands, and listed in the Commercial Register

of the Amersfoort Chamber of Commerce under number 23073095.

Disclaimer: this international annual report 2012 serves as an indicative and shortened

version of the offi cial Dutch annual report 2012, which is published on the company’s

website www.hydratec.nl. In case of contradictions, the Dutch version shall prevail.

1 HYDRATEC INDUSTRIES NV

2 Profi le and organisation 3 Agri & Food Equipment

3 Pas Reform Hatchery Technologies

4 LAN Handling Systems

5 Man Machine Interfaces

5 Danielson Europe

6 Plastics

6 Timmerije

7 Euro Mouldings

8 Key fi gures

10 Major events in 2012

11 Strategy and fi nancial targets

12 Information for shareholders 13 Foreword from the CEO 14 Supervisory Board 15 Report of the Supervisory Board 17 Management Board

18 Report of the Management Board18 Business development during 2012

18 Financial developments

19 Dividend proposal

20 Developments per activity

20 Agri & Food Equipment

21 Man Machine Interfaces

22 Plastics

23 Health, safety and environment

24 Personnel and organisation

24 Risk management

26 Corporate Governance statement

26 In control statement

27 Outlook and expectations for 2013

27 A word of thanks

28 Summarised annual accounts 201229 Consolidated profi t and loss account

30 Consolidated summary of comprehensive income

31 Consolidated statement of changes in group equity

32 Consolidated balance sheet

33 Consolidated cash fl ow statement

34 Five year summary

36 Contact details

2 PROFILE AND ORGANISATION

Hydratec Industries NV (Hydratec) is an industrial holding company of companies that supply high-quality

products and systems and occupy strong positions in the following market segments:

the global agri and food markets;

the European Man Machine Interface (MMI) applications market;

the Benelux and German plastic products and packaging industries.

Man Machine Interfaces (MMI) PlasticsAgri & Food Equipment

Pas Reform, with a presence in over 100 countries, is one of the world’s leading incubator manufacturers.

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Pas Reform is an international company that offers innovative total solutions for the

hatchery industry. Since its founding in 1919 the Company has expanded into one of the

world’s largest hatchery systems suppliers. Pas Reform is active in the following product

groups:

industrial incubators for the production of uniform, robust day-old chicks;

hatchery automation systems for the effi cient processing of hatching eggs

and day-old chicks;

climate control equipment for sustainable and hygienic air and water treatment.

Pas Reform has extensive experience with providing advice regarding these systems and with

their design, installation and operation.

At the heart of the Company is the Pas Reform Academy which, in close co-operation with

clients and universities, carries out research into the infl uence of the incubation process on

embryo development. This specialist expertise is used to develop new, innovative products

and services for the hatchery industry and to train and guide hatchery managers.

Pas Reform exports to more than one hundred countries. Sales and service activities are

carried out via the head offi ce in Zeddam and a joint venture in Brazil. Pas Reform also

has its own sales offi ces in Asia and an extensive network of local partners and agents.

The products are distributed all over the world from the logistics centre in Doetinchem.

Pas Reform’s eighty employees focus primarily on the development, sale, fi nal assembly

& installation, and service of the hatchery systems.

www.pasreform.com

Pas Reform Hatchery TechnologiesAGRI & FOOD EQUIPMENT

LAN specialises in the handling of packaged food and pharmaceutical products.

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LAN has specialised in the handling of packaged food and pharmaceutical products during

the sterilization process since 1970. LAN’s systems are client-specifi c and form the

connection between fi lling machines, sterilisation boilers and packing machines in a

production line. They are used to position, pick up and move products of various sizes and

shapes and made from a variety of materials. This enables the most complex packaging to

be processed in every required quantity.

LAN has expanded its product range to include automation systems for the effi cient

processing of hatching eggs and day-old chicks.

LAN’s strength is its project-based approach to the execution of large and complex systems:

inventive robot technologies and mechanical solutions are combined with advanced control

technologies to achieve a production line that works perfectly. This demands intensive

co-operation within the project teams and with the client. This is why LAN’s organisation

and operations revolve around teamwork and partnerships with clients.

Most of LAN’s revenue is generated outside the Netherlands. Its loyal clients include

multinationals such as Mars, Nestlé Purina, Campbell’s, Kraft and Del Monte.

The systems are developed and assembled by sixty employees in the facility in Tilburg.

Due to the client-specifi c character of the projects the heart of the Company is formed by

the engineering department where specialists design the systems’ mechanical, electrical

and control technologies. Manufacture of the components is contracted-out. LAN’s own

specialists then assemble, test and install the system.

www.lan-hs.com

LAN Handling SystemsAGRI & FOOD EQUIPMENT

Danielson is one of the top suppliers of man machine interfaces in Europe.

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Danielson develops, manufactures and builds innovative electronic control panels that

enable complex machinery to be operated in demanding environments.

In its market approach Danielson’s priority is to identify the needs of its clients and design

every solution to the client’s specifi cations. Danielson’s clients are machinery and equipment

builders in the medical sector and manufacturers of industrial automation equipment.

Thanks to its client-oriented approach, in which Danielson’s specialists advise clients at

an early stage in the development process, Danielson occupies a top position in the

European market. Danielson’s objective for the coming years is to strengthen this position

still further.

Danielson develops control panels in the form of membrane switches, rubber keypads,

piëzo switches and touchscreens. The Company’s innovative strength is apparent in every

component of the solution: from the simple switch to complex electronics. In all these fi elds

Danielson ranks among the top in terms of both innovation and quality. The capacitive

touchscreens recently developed in-house are a clear example of this.

Danielson, with 165 employees, serves the entire European market. The Company has two

production facilities in Hardenberg (NL) and Aylesbury (UK). To ensure clients are provided

the optimum service sales engineers responsible for maintaining direct contact with clients

are located in Europe’s main industrial centres.

www.danielsoneurope.com

www.danielson.co.uk

Danielson EuropeMAN MACHINE INTERFACES

Timmerije is a leading designer and manufacturer of high-quality plastic products in the Benelux.

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Timmerije is an ISO / TS 16949 certifi cated full-service manufacturer of technologically

complex plastic injection-moulded components. Timmerije’s machine park includes fi fty

injection-moulding machines, with pressures varying from 25 ton to 1,400 ton, and state

of the art 2K injection moulding, gas injection, insert moulding and in-mould decoration

techniques.

As a ‘Custom Moulder’ with over one hundred employees, its own engineering department

and its own tool maker, Timmerije provides client-specifi c solutions.

Delivering quality and working with the client to fi nd solutions are in the Company’s DNA.

Timmerije’s integrated, professional approach to product and process development and

extensive expertise and experience results in smart and sustainable solutions for its clients.

The sustainable use of materials and the reduction of waste are key criteria.

Timmerije’s engineering services include product development, material selection, mould

fl ow / FEA studies, prototyping, matrix design, automation and value engineering. Timmerije

also offers additional services such as assembly, painting, printing, ultrasonic welding and

delivery up to and including the packaging. Timmerije’s logistics organisation ensures

fl exibility in supply and a high degree of delivery reliability.

www.timmerije.com

TimmerijePLASTICS

Euro Mouldings is a specialised supplier of client-specifi c plastic packaging.

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Euro Mouldings manufactures blow moulded plastic packaging. A combination of

acquisitions and organic growth has enabled the company to build-up a wide range of

packaging. Currently the factory in Nijverdal, the Netherlands, has 38 blow moulding

machines which produce products ranging from 20 millilitre bottles to 30 litre jerry cans.

Many of the bottles and containers carry the UN-label, which indicates that they are suitable

for transporting hazardous materials.

The wide product range means many different markets can be served including the

automotive, chemicals, food, cosmetics and agricultural sectors. The majority of the products

are made of High Density Polyethylene (HDPE).

Many of the products are manufactured using Euro Moulding’s own moulds. In addition

to these ‘standard’ products Euro Mouldings also produces client-specifi c packaging.

New products are continuously being developed (either independently or to fulfi l an order

from a client). The focus here is on improved functionality, logistics advantages, weight-

savings and image.

Euro Mouldings strives to generate added-value in the fi eld of logistics for its clients. Most of

the products are available from stock. In view of the voluminous nature of the products the

timing of deliveries is very important. Most deliveries are to clients in the Netherlands,

Germany and Belgium.

The combination of development capacity for new packaging and logistics added-value

is summarised in Euro Mouldings’ mission: ‘Your design our specialty‘.

With around sixty employees Euro Mouldings is a reliable, fl exible and client-oriented

supplier of plastic packaging.

www.euromouldings.com

Euro MouldingsPLASTICS

Net revenue

100,000

120,000

80,000

60,000

40,000

20,000

0

55,137

84,190

119,997

20112010 2012

Net profit

5,000

6,000

4,000

3,000

2,000

1,000

0

1,765

3,631

4,695

20112010 2012

Operating profit

7,500

9,000

6,000

4,500

3,000

1,500

0

7,071

5,523

3,073

20112010 2012

Average number of employees

20112010 2012

500

600

400

300

200

100

0

330

381

474

Profit per share (in euro)

5

4

6

3

2

1

0

1.49

3.07

3.84

20112010 2012

Group equity

30,000

36,000

24,000

18,000

12,000

6,000

0

22,875

26,589

30,442

20112010 2012

KEY FIGURES Amounts in thousands of euros unless stated otherwise8

9

Profi t and loss account 2012 2011

Net revenue 119,997 84,190

Operating profi t 7,071 5,523

Net profi t 5,392 4,159

Net profi t attributable to shareholders 4,695 3,631

Cash fl ow

Cash fl ow from operating activities 9,814 10,888

Cash fl ow from investing activities – 4,451 – 18,304

Cash fl ow from fi nancing activities – 1,687 733

Net cash fl ow 3,676 – 6,683

Balance sheet

Shareholders’ equity 28,403 24,640

Group equity 30,442 26,589

Balance sheet total 85,572 76,889

Key ratios 2012 2011

Operating profi t as a % of revenue 5.9% 6.6%

Return on invested capital / 1 11.5% 8.2%

Return on shareholders’ equity / 2 17.7% 15.9%

Solvency / 3 35.6% 34.6%

Number of issued shares 1,222,143 1,222,143

Profi t per share (in euro) 3.84 3.07

Number of employees at year end (FTEs) 479 466

1 / Net profi t + interest charges as a % of the average invested capital (total assets minus cash and cash equivalents minus current, non-interest-bearing liabilities).

2 / Net profi t as a % of the average shareholders’ equity.3 / Group equity as a % of the balance sheet total.

Key fi gures Amounts in thousands of euros unless stated otherwise

Net revenue rose from € 84 million to € 120 million, primarily as a result of the contribution throughout the year from the Agri & Food activities acquired at the end of 2011.

All the activities were confronted with a reduction in demand, especially in the second half of the year.

The weak market demand combined with relatively high raw materials prices led to severe pressure on prices in all sectors and, as a result, reduced margins.

A considered choice was made not to reduce the capacity of the companies’ core competencies. Operating costs fell by around 1% compared with the previous year due to stringent cost control.

Operating profi t rose from € 5.5 million to € 7.1 million.

The activities acquired at the end of 2011 contributed € 4 million towards the total operating profi t.

Net profi t rose from € 4.2 million to € 5.4 million.

Profi t per share rose from € 3.07 to € 3.84.

As in previous years, a dividend payout to shareholders amounting to 40% of the net profi t is proposed, which means a dividend of € 1.55 per share.

Despite the uncertain and weak macro-economic developments the companies invested € 4.5 million in developing new products, making manufacturing processes more effi cient and, where necessary, increasing capacity.

An improvement in the economic situation will lead to a structural improvement of the companies’ results.

At the end of 2012 Hydratec’s solvency amounted to 35.6%.

MAJOR EVENTS IN 201210

Active entrepreneurship

Because the activities of the different groups are very varied there is no basis for central staff

departments, which means overhead costs are limited to the minimum. Business operations

are based on a high degree of target-oriented, no-nonsense management within which

active entrepreneurship and stimulating leadership can fl ourish best. This enables the local

Management Boards to respond quickly and effectively to opportunities and threats.

Financial targets

Hydratec strives to achieve an operating profi t with its subsidiaries of at least 10% of revenue.

This profi t target can, however, temporarily fail to be achieved primarily as a consequence of

economic conditions and due to the reorganisation of acquired, less profi table, companies.

Together with the envisaged growth and a solvency of at least 35%, Hydratec strives for

a dividend distribution amounting to at least 40% of the profi t after taxes (excluding any

extraordinary income).

Strategy

Hydratec is an industrial holding company with majority interests in a number of different

business activities. The strategy is aimed at achieving consistent, long-term growth of revenue

and profi t from each of these companies. The strategic market positions and market options

of each business activity are evaluated annually. These evaluations form the basis for decisions

regarding long-term investments and priorities in respect of market developments. This must

offer our shareholders the prospect of a consistent and good return.

Motivated management and employee organisations

It is very important that every one of the companies has a good and motivated management

team that optimises its company’s market positions and results in a practical and realistic manner.

The personal development of the employees is stimulated on a continuous basis. Ambitious,

but realistic, targets form a guideline for everyone involved through well-founded scenarios.

The Management Boards of Hydratec’s companies are responsible for carrying out their own

operating activities within a clear framework of decisions related primarily to the budget,

investments, major organisational changes and fundamental amendments to business operations

that require the approval of the Hydratec Management Board. All business aspects, including

the development of the results, are discussed during the regular consultation meetings between

Hydratec’s Management Board and the Management Boards of the operating companies.

These discussions are based on a clear framework of regular reports, including assessments of

the most important performance indicators.

11 STRATEGY AND FINANCIAL TARGETS

Financial data per ordinary share

Amounts in euros unless stated otherwise

2012 2011

Number of issued shares 1,222,143 1,222,143

Operating profi t 5.79 4.52

Shareholders’ equity 23.24 20.16

Profi t per share 3.84 3.07

Available cash fl ow / 1 4.39 – 6.07

Dividend 1.55 1.20

Price at year end 21.00 18.05

Lowest price 17.00 14.70

Highest price 25.80 19.98

1 / Operating cash fl ow minus investment cash fl ow.

Stock market listing and market capitalisation

Hydratec’s shares are listed on NYSE Euronext Amsterdam (ISIN NL 000 939 1242).

The total number of issued shares amounts to 1,222,143.

Disclosure of Major Holdings Act

The following interests governed by the Disclosure of Major Holdings Act are known:

Shareholder Interest Date of disclosure

Mr. E. ten Cate 79.5% 23 March 2011

Zoomers Beheer BV 6.0% 1 November 2006

Financial calendar 2013

Publication of annual fi gures 29 March

Trading update fi rst quarter 8 May

General Meeting of Shareholders 30 May

Publication of half-year fi gures 25 July

Trading update third quarter 7 November

12 INFORMATION FOR SHAREHOLDERS

Hydratec and its companies profi t from standards and values that are the result of the intense

involvement of their shareholders. Key values are open and direct communication between

all the components of the companies, cost awareness and stringent fi nancial reporting.

The operational management is aimed at achieving long-term structural growth of revenue

and profi tability. Currently the economic outlook remains weak and there is still considerable

uncertainty regarding important political decisions. Unfortunately this is not a good basis

for economic growth.

Despite this I see no reason to be pessimistic regarding the outlook for Hydratec. All the

companies have formulated concrete actions and measures to enable better results to be

achieved from revenue that remains roughly the same. In addition, not one of the companies

already holds such a dominant share of the market that there is no scope for revenue growth!

I am confi dent that, especially in these uncertain times, clients will deliberately choose high-

quality suppliers that can offer them assurance and timely deliveries.

Every manufacturer can, in principle, have the same knowledge, raw materials and production

tools at their disposal. This means that what can make the difference is the knowledge and

strength of the organisation and, therefore the motivation and ambition of the management.

In my view every Hydratec company has good and ambitious managers and, therefore, an

excellent starting position for making the most of market opportunities and improving results.

Roland Zoomers CEO

It goes without saying that the uncertain economic conditions throughout 2012 affected

demand for the Hydratec companies’ products. As a result, clients not only ordered less products

overall, they also ordered more often, but in much smaller quantities, so as to keep their

inventory positions low. The consequence was a constant need to fi nd a balance between saving

and/or lowering costs (short term) and retaining core competencies within the organisation,

including the development of better production methods and product applications (long term).

Thanks to the intense and direct involvement of Hydratec’s shareholders there is a focus on

continuity and long-term structural growth. This is especially important in times when the

economic climate is less favourable because this is precisely when investment in the future is

vital.

During 2012 there was considerable investment in every Hydratec company, not only in capacity

expansion but also in revamping products and improving manufacturing processes. These

investments were made on the basis of the confi dence that the companies occupy structurally

good market positions and will, therefore, profi t from the investments when demand increases

again.

Another example of a willingness to look beyond the current crisis is the fact that virtually all

the companies deliberately terminated supplying non-profi table clients despite the temptation to

opt for covering the fi xed costs at the expense of minimal margins. In a period in which every

business activity is an effective link in the complex client-supplier chain it is especially important

that both parties can achieve fair and market-conforming returns. Both parties must also be

willing to invest in optimising the mutual processes. Unfortunately there are still some clients,

mainly In the so-called supply industry, that want to use their position of power to enforce too

low prices or unrealistic delivery conditions. But incurring a lot of work (and therefore costs) on

behalf of clients who only order infrequently, or in extremely low quantities, without there being

any potential for future growth, makes no sense.

13 FOREWORD FROM THE CEO

From left to right: J.E. Vaandrager, E. ten Cate and H.A.A. Kienhuis.

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E. ten Cate (1945) Chairman

First appointed: 2000

Current term ends: 2016

Current position: director Bank ten Cate & Cie NV

Supervisory Board memberships/other positions held

Supervisory Board member, Koninklijke Ten Cate nv

Chairman of the Supervisory Board, Rijksmuseum Twente

Supervisory Board member, Medisch Spectrum Twente

H.A.A. Kienhuis (1945) Vice-chairman

First appointed: 2011

Current term ends: 2015

Last position held: lawyer and attorney

Supervisory Board memberships/other positions held

Vice-chairman, Stichting Edwina van Heek

Member of the Board, Stichting Continuïteit Reesink NV

J.E. Vaandrager (1943)

First appointed: 2011

Current term ends: 2015

Last position held: member of the Board and CFO, TKH Group NV

Supervisory Board memberships/other positions held

Supervisory Board member, HITT NV

Supervisory Board member, B.E. Semiconductor Industries NV

All the Supervisory Board members are Dutch nationals.

SUPERVISORY BOARD

15

extremely well with the Supervisory Board and is unique in view of his expertise and experience

related to the creation of today’s Hydratec. Mr. Ten Cate is also a major shareholder and,

as such, plays an important role in the stability of the Company. Mr. Ten Cate was, therefore,

re-appointed for a fourth term of four years during the General Meeting of Shareholders on

31 May 2012.

Supervision and meetings

During 2012 fi ve scheduled meetings were held with the Management Board. Prior to the

General Meeting of Shareholders on 31 May 2012 the Supervisory Board, in the absence of

the Management Board, evaluated the functioning of the Management Board and itself.

During its meetings the Supervisory Board discussed the strategy, acquisition policy, risk

management, quarterly and half-yearly results, 2011 annual fi gures, 2013 budget and the

remuneration policy.

The integration of the Lias Industries companies acquired in 2011 was discussed during every

meeting and was completed as planned. In 2012 the Supervisory Board devoted an extra meeting

to Timmerije, which was not developing as expected. The effects of the economic crisis on the

markets in which the Hydratec-companies operate were, of course, also discussed, as well as

measures to achieve increased profi t from the same level of revenue, in light of the current crisis.

Corporate Governance

The Supervisory Board endorses the objectives of the guidelines contained in the Dutch

Corporate Governance Code for listed companies. In view of the size of the organisation and

the number of Supervisory Board members no separate committees have been formed. Currently

Mr. E. ten Cate is the only member of the Board who does not meet the independence criteria as

laid-down in paragraph III. 2.2, clause e of the Code. More information regarding the Company’s

position can be found on www.hydratec.nl.

The uncertain economic climate has had repercussions for Hydratec’s business development.

In the light of the current situation we are very pleased that net profi t (before minority shares)

rose from € 4.2 million to € 5.4 million, an increase of 29% compared with 2011. A major

portion of this increase was due to the fact that the two business activities acquired in 2011 –

Pas Reform and LAN – contributed towards Hydratec’s revenue and results throughout the entire

year.

Despite the unfavourable market conditions it was decided that this was the right time for

Hydratec to invest, particularly in product revamping and improving manufacturing processes.

This policy was formulated and followed on the basis of confi dence that this would contribute

towards enabling the Hydratec companies to improve their market positions and results.

Annual report

We hereby submit to the shareholders the 2012 annual report, including the annual accounts, of

Hydratec Industries NV prepared by the Management Board. These annual accounts have been

audited and certifi ed by the external auditor, BDO Audit & Assurance, and discussed by us and

the Management Board on 28 March 2013 in the presence of the auditor. The auditor’s report is

included on pages 65 and 66 of the offi cial Dutch 2012 annual report, which can be found on

the company’s website www.hydratec.nl. On these grounds we are of the opinion that the

annual report meets the specifi cations for transparency and forms a good basis for the

Supervisory Board’s accountability in respect of its supervision.

We recommend that you adopt the annual accounts, approve the dividend proposal and

discharge the Management Board for its management and the Supervisory Board for its

supervision during 2012.

Composition of the Supervisory Board

During 2012 the Supervisory Board comprised Messrs. Ten Cate, Kienhuis and Vaandrager.

During 2012 Mr. Ten Cate ended his third term as a member of the Company’s Supervisory

Board. Although the best practice stipulations of the Corporate Governance Code recommend

a maximum of three terms, the Supervisory Board is of the opinion that Mr. Ten Cate’s profi le fi ts

REPORT OF THE SUPERVISORY BOARD

16

Composition of the Management Board

Mr. Bart Aangenendt was appointed to the Management Board as of 1 January 2012.

The statutory Management Board of Hydratec Industries NV comprised Mr. R. Zoomers

and Mr. B. Aangenendt. Mr. M. van den Burg was appointed CFO of the Company as

of 1 December 2012.

Remuneration of the Management Board

An agreement, that expires on 1 September 2015, has been reached with the CEO,

Mr. R. Zoomers. This agreement covers all the Company’s obligations in respect of fi xed salary

and pension agreements. Should this contract be terminated by the Company before the agreed

date the recompense will amount to one year’s salary. A bonus directly linked to the operating

profi t for the 2012 fi nancial year was agreed. The Supervisory Board has again agreed on

a bonus linked to the operating profi t for the 2013 fi nancial year.

As of 1 January 2012 Mr. B.F. Aangenendt has been appointed a member of the Management

Board for a fi rst term of up to four years. He will remain a member of the Management Board of

Lias Industries B.V. and Pas Reform BV and his employment agreement with these companies

remains valid. In the context of his appointment as a statutory Director of Hydratec Industries NV,

a bonus directly linked to the operating profi t has also been agreed with Mr. Aangenendt.

Remuneration policy

The Supervisory Board of Hydratec Industries NV follows a remuneration policy for the

Company’s Management Board based on the following principles:

The Management Board remuneration policy must enable good managers to be

recruited and retained.

The remuneration policy must be in accordance with the Company’s Corporate

Governance policy.

The remuneration must be compatible with the strategic and fi nancial targets and be

performance-oriented, whereby there should be a good balance between short-term

and long-term results and/or targets.

The remuneration may not include any incentives aimed at the recipients own

interests and in confl ict with the interests of the Company.

The possible outcomes of the remuneration policy are evaluated annually.

The remuneration of the members of the Management Board is specifi ed in Note 1.24.2 on

page 45 of the offi cial Dutch 2012 annual report, which can be found on the company’s website

www.hydratec.nl.

Non compliance with the Management and Supervision Act

Currently there are no women on Hydratec’s Management Board or Supervisory Board.

The Supervisory Board recognises the advantages of diversity, including gender diversity.

The Board is, however, of the opinion that gender is only one aspect of diversity. Members of

the Management Board and Supervisory Board will, in the future, continue to be selected on

the basis of their experience, background, skills, knowledge and insight and with particular

consideration being given to the importance of a balanced composition.

In conclusion

The Supervisory Board is grateful to the Management Board, the management teams and all

the employees for their efforts, dedication and ambition during 2012 and the results achieved

in a diffi cult year.

Amersfoort, 11 April 2013

Supervisory Board

E. ten Cate Chairman

H.A.A. Kienhuis Vice-chairman

J.E. Vaandrager

Report of the Supervisory Board

Roland Zoomers (1950)

Statutory Director

CEO

First appointed: 2002

Current term ends: 2015

Shareholding in Hydratec NV: 6.0%

Bart Aangenendt (1964)

Statutory Director

Managing Director

First appointed: 2012

Current term ends: 2016

Shareholding in Hydratec NV: 3.2%

Mark van den Burg RC (1969)

First appointment: 2012

CFO

All the members of the Management Board are Dutch nationals.

MANAGEMENT BOARD17

From left to right: B.F. Aangenendt, R. Zoomers and M.C. van den Burg RC.

18

Net profi t

Net profi t for 2012 amounted to € 5.4 million (2011: € 4.2 million).

Net profi t after deducting the third party share was € 4.7 million (2011: € 3.6 million).

Business development during 2012

The revenue and gross margin for 2012 were € 120 million and € 48.7 million respectively.

The main reason for the 43% increase in revenue was that the results of Agri & Food Equipment,

which was acquired at the end of 2011, were included for the entire year (in 2011 from

September to December). The € 60.9 million revenue generated by this activity amounts to more

than half Hydratec’s total revenue. The revenue of MMI and Plastics was 1% lower than in 2011.

Hydratec’s gross margin fell from 44% in 2011 to 41% in 2012. This was due to a combination

of higher raw materials prices in the Plastics segment and pressure on margins in the Agri & Food

Equipment sector as a result of sluggish market investment.

Financial developments

The operating profi t for 2012 amounted to € 7.1 million (2011: € 5.5 million), which was 5.9%

of revenue. Agri & Food Equipment was responsible for € 4.4 million of the operating profi t.

All the segments made a positive contribution towards Hydratec’s result.

Financial income and expenses

In 2012 net interest charges amounted to € 527,000 compared with € 108,000 in 2011.

The increase was due to the acquisition of the Agri & Food Equipment activity which was

fi nanced partly through bank loans. At the end of 2012 the Company’s bank credit balance was

€ 10 million. This high fi gure was due mainly to pre-payments received for clients’ orders.

Interest income was € 117,000 due to the prevailing low interest rates.

Fiscal effects

The effective tax rate over 2012 was 17.6% compared with 23.2% in 2011. The lower rate was

due primarily to the utilisation of the innovation box regulation which reduced the tax payable

over 2012.

REPORT OF THE MANAGEMENT BOARD

SmartHatchPro™ for the production of uniform, robust one-day-old chicks.

19

Cash fl ow

In 2012 operational cash fl ow amounted to € 9.8 million (2011: € 10.9 million).

Cash fl ow from investing activities amounted to € 4.5 million negative. Almost all the

investments involved property, plant and equipment, which meant a level of investment almost

double that of 2011.

Cash fl ow from fi nancing activities amounted to € 1.7 million negative (2011: € 733,000

positive) mainly due to the dividend distribution of € 1.5 million.

Balance sheet

In 2012 the agreements regarding the put/call option of the share of the minority shareholders

in Lias (11.5%) was once again reviewed. As a result it was decided to present the put-option

as a long-term obligation in the balance sheet. At the end of 2012 the amount involved was

estimated at € 3.1 million. The comparable fi gures for 2011 have been adjusted.

Dividend proposal

It will be proposed to the General Meeting of Shareholders that a dividend of € 1.55 per share

be paid out for the 2012 fi nancial year (2011: € 1.20 per share). This sum will be paid in cash.

The profi t for 2012 will be added to the other reserves. This dividend distribution is in line with

the policy of paying out at least 40% of the profi t after taxes.

Report of the Management Board

‘Net profi t rose from € 4.2 million to € 5.4 million.’

20

After several years of robust growth, 2012 was a year in which Agri & Food Equipment

optimised its internal processes in a diffi cult, competitive market and saw its revenue stabilise

compared with 2011.

High feed costs put margins under pressure in the global poultry industry and resulted in

a reduced demand for hatchery products. Although most of the drop in revenue was offset

by an increasing demand for other Agri & Food products, this puts margins under pressure.

The long-term outlook for the poultry industry is positive: increasing world population,

urbanisation and welfare are key factors for an increasing demand for poultry.

Pas Reform’s fl exibility enables it to respond quickly and effi ciently to fl uctuating levels of client

demand. Pas Reform’s position was strengthened further by the introduction of new, client-

oriented, product innovations, such as the SmartHatchPro™ – a sustainable version of the

existing hatching machine.

The Pas Reform Academy, which offers clients high-quality training and translates clients’ wishes

into new hatchery products, increases the added-value Pas Reform can offer its clients and is

highly appreciated by the market.

The global distribution network was strengthened still further and the sales offi ce in Indonesia in

particular achieved high revenue in 2012. Russia remained a major sales market. The order book

for this region is well fi lled, including the large Cherkizovo project.

LAN Handling Systems BV achieved good revenue and greatly improved results. Modern

mechanisation equipment that will improve the effi ciency of clients’ hatchery operations was

also developed.

Developments per activityAgri & Food Equipment: Pas Reform Hatchery Technologies and LAN Handling Systems

€ x 1,000 2012 2011

Revenue 60,934 61,938

Gross margin 20,228 20,825

Depreciation and amortisation 498 449

Investments 982 665

Operating profi t 4,388 5,048

Number of FTEs at year end 142 131

1 / Figures for the entire year for information purposes; only the fi gures for the period 1 September

to 31 December 2011 are consolidated.

/ 1

Pas Reform Academy investigates the infl uence of the incubation process on embryo development.

Report of the Management Board

21

In 2012 Danielson Europe was confronted with a reduced demand from existing clients in

virtually every market and, in addition, a number of new projects were delayed or postponed.

As a result revenue was 9.8% lower than for 2011 and operating profi t amounted to 6.2% of

revenue.

During 2012 Danielson paid considerable attention to customer satisfaction. It is this satisfaction

that leads to new orders. To ensure Danielson is able to pay suffi cient attention to its major

clients and is involved in these clients’ new projects at an early stage, in 2012 Danielson

transferred a number of its smaller clients to its Industrial Graphics department. Unfortunately

the extra projects resulting from this could not offset the overall reduction in revenue.

In 2012 the implementation of World Class Manufacturing – the multi-year quality improvement

programme launched in 2011 – continued throughout the Company. The resulting improvement

in quality will enable Danielson to continue meeting clients’ increasingly stringent demands.

The continued development of touchscreen know-how throughout the year increased the

expertise in innovative touchscreens and the related electronics and enabled new touchscreens

to be developed based on projected capacity technology and with glass screens and multi-touch

capabilities. By the end of 2012 several orders had been received from renowned clients.

With these innovative products Danielson has a competitive offering and is, therefore, in

a position to maintain its lead in this fi eld. Towards this end, in 2012 the Company once again

committed considerable investments. All the necessary machines are now operational.

Investment programmes in the fi eld of energy effi ciency, heating, air conditioning and

compressed air contributed towards reducing costs and improving the environment and

sustainability.

Man Machine Interfaces: Danielson Europe

€ x 1,000 2012 2011

Revenue 20,801 23,073

Gross margin 11,113 12,314

Depreciation and amortisation 636 559

Investments 1,042 513

Operating profi t 1,281 1,971

Number of FTEs at year end 164 169

Innovative products offer Danielson a market lead.

Report of the Management Board

22

Plastics: Euro Mouldings and Timmerije

€ x 1,000 2012 2011

Revenue 39,049 37,254

Gross margin 17,354 17,411

Depreciation and amortisation 1,484 1,366

Investments 2,627 1,692

Operating profi t 1,383 2,237

Number of FTEs at year end 171 165

The price of raw materials during 2012 played a key role for the Plastics companies because raw

materials account for a relatively large portion of the manufacturing costs. The continuous

increase of these prices throughout the year could only be passed-on per quarter and in arrears.

As a result the margin was lower than in the preceding year, especially for plastic packaging.

This effect was offset by further volume growth. As the supplier of a wide range of products

Timmerije noticed very clearly the effects of weak market demand, which reduced sales volumes.

At Euro Mouldings in Nijverdal the production capacity was expanded because the client base

increased and an old machine needed replacing. At Timmerije two large injection moulding

machines were added because a number of important new orders were acquired in this market

segment.

Possibilities for reusing plastic are sought continuously. Most of the so-called manufacturing

waste is immediately reused in the on-going manufacturing process. In addition, continuous

research is carried out and possibilities for using recycled plastic in new products are found.

Although, in most cases, this does not generate cost advantages it does lead directly to a more

sustainable use of raw materials.

Report of the Management Board

The quadruple blow moulding matrix for manufacturing the 1 litre GLX.

23

Health, safety, environment and sustainability

A focus on good, and above all safe, working conditions is key for maintaining a consistently

controlled and high-quality manufacturing process. Paying constant attention to employees, and

in particular their working conditions, is especially important for industrial companies. Not only

to minimise absenteeism through sickness but also to guarantee maximum safety within the

manufacturing processes. Programmes aimed at introducing continuous improvement are used

and implemented by the employees of every Hydratec company. Virtually every industrial

process involves environmental risks. Limiting these risks is an important area of attention for

the management teams. Environmental risk assessments are, therefore, carried out at the

manufacturing facilities on a regular basis and, if necessary, lead to the immediate

implementation of measures and procedures to reduce the risks still further. Increasingly the

processes are also checked for possibilities to improve the sustainability of our products and/or

manufacturing processes. This aspect will become increasingly important. Not only to offset the

ever higher energy prices, but also because we expect increasingly stringent requirements

specifi ed by our clients.

Recycled plastics lead to a sustainable use of raw materials.

Report of the Management Board

‘We have continued investing in new products and more effi cient manufacturing processes.’

24

This growth strategy may also require investments that cannot always be fi nanced from our own

resources and available credit facilities. It may, therefore, be necessary to call on the capital

market and/or shareholders. Maintaining a strong solvency ratio is, therefore, an important basis

for continuity.

Commercial

Although the Plastics companies’ top-10 clients account for around 65% of the total turnover,

the largest client accounts for less than 10%. If a large client terminates its relationship with the

company the loss of revenue cannot be offset immediately. In view of the fact that such client

relationships involve a wide range of products, should a client relationship be terminated the

actual loss of revenue would be gradual. Although two of the MMI company’s clients are

responsible for nearly 25% of the total turnover revenue, here too these clients purchase more

than 20 and 200 different products respectively. Changing supplier would be a lengthy process

for both these clients. The top-10 clients of the Agri & Food Equipment companies account for

50% of the revenue. Indonesia and Russia with around 38% and 18% of the revenue in 2012

are important sales regions.

Product liability and product risks

Within the Hydratec companies many different manufacturing processes are carried out on a

relatively small scale and often involving a low level of automation. The resulting increased risk

of human error and incidental manufacturing faults can lead to a loss of product quality and

the discontinuity of the manufacturing process. In addition the Hydratec companies carry out

a considerable amount of product development, which increases the risk of design faults.

This can lead to relatively high costs for clients, who will endeavour to be recompensed by their

Personnel and organisation

As at the end of 2012 the workforce had risen from 466 to 474 FTEs. As a principle we strive for

strong local organisations with a high degree of entrepreneurship and a sense of responsibility

for all business processes. The human resources policies are implemented at the operating

company levels. At this level attention is paid to safety, accident prevention and absenteeism

and, above all, to the creation and maintenance of a loyal organisation with suffi cient fl exibility

and ambition. Within every company there is regular and constructive consultation with the local

Works Council. The central Management Board participates in this consultation at least once a

year partly in the absence of the local manager.

Currently Hydratec’s Management Board and Supervisory Board do not include any women.

The Supervisory Board recognises the advantages of diversity, including gender diversity.

We are, however, of the opinion that gender is only one aspect of diversity. Members of the

Management Board and Supervisory Board will, in the future, continue to be selected on the

basis of their experience, background, skills, knowledge and insight and with particular

consideration being given to the importance of a balanced composition.

Risk management

Hydratec Industries NV’s growth, acquisition and new activities

The growth of its revenue and results is at the core of Hydratec’s strategy. We endeavour to

achieve this by a combination of the organic growth of every company and selective acquisitions.

We believe that continuous growth is necessary for healthy business development and stimulate

our companies to improve their competitive positions by achieving product improvements and

innovations. Product developments are, however, based primarily on identifi ed concrete

requirements of clients and potential clients.

Hydratec wishes to strengthen its market positions, gain synergy advantages and gradually

expand its revenue and geographical area of operations through acquisitions. Hydratec also

remains abreast of opportunities in sectors in which it is not yet active. This can mean that

Hydratec acquires activities in new markets in which it does not have a proven track record

of experience and/or expertise.

Report of the Management Board

‘ We strive for strong local organisations with a high degree of entrepreneurship.’

Real estate

Our companies are increasingly being confronted with more stringent requirements regarding

possible soil contamination in the event of new construction or renovation. These stipulations

could lead to higher costs when expanding, or lower proceeds from the sale of real estate.

Environmental risks

Manufacturing and processing plastic products and (silk-screen) printing fi lms go hand-in-hand

with environmental risks. Limiting these risks is a key issue for the Hydratec companies which

must, at all times, focus on the environmental aspects relevant to their operations and the

prevention of calamities. The current situation and related (fi nancial) risks at the manufacturing

facilities are evaluated and recorded on a regular basis. The aim of the evaluation is not only to

ensure compliance with environmental legislation, but also to assess what preventative measures

can be implemented. The recognised environmental risks are, when necessary, converted into

concrete action plans. The effectiveness of the implemented measures is checked continuously in

order to limit the risks as far as possible. In addition to the preventative measures, Hydratec’s

policy is also aimed at reducing the total environmental burden. The waste streams of all the

companies have been optimised with the objective of generating less waste. Developments that

can lead to improved environmental care will continue to be closely monitored in the future.

Automation

Hydratec strives to achieve manufacturing effi ciency and logistics advantages through, for

example, far-reaching automation. Its success is increasingly dependent on the timely and correct

implementation and/or extension of automation systems. This makes the organisation more and

more dependent on the proper functioning of these systems.

supplier. All the companies implement strict quality standards and carry out Risk Inventories and

Evaluations (RIE). All the companies are ISO certifi cated or comply with an ISO-based quality

system. All the companies are insured against product liability.

At all the companies product manufacture involves many different machines, which reduces the

risk of the breakdown of one machine constituting a major manufacturing risk.

Suppliers

The Plastics companies purchase raw materials that are used on a global scale by all plastics

companies. Although only a relatively few extremely large global suppliers operate in these raw

materials production markets, the (lack of) availability of these raw materials does not constitute

a real risk.

The MMI company is the largest client of two specifi c companies, purchasing 20-25% of their

total production. These suppliers supply respectively 20% and 10% of the total volume

purchased by the MMI company. Although this represents a high degree of mutual dependency,

the MMI company does have the option of purchasing these products from other suppliers.

The Agri & Food companies use a variety of suppliers: Eastern European companies for the more

mass-produced products and companies in the region for specifi c components and smaller

quantities. The largest supplier (< 10% of the purchase volume) is based in the Czech Republic.

Large clients/key accounts

In the MMI segment 19% of the total revenue is generated through sales to one large client.

This company has been a client for many years and purchases a wide range of different products.

Should this client decide to terminate the relationship the loss of revenue would be spread over

a period longer than a year.

None of the other segments have any individual clients responsible for more than 20% of the

segment’s revenue.

Report of the Management Board25

‘Operational management is aimed at achieving long-term structural growth of revenue and profi t.’

At least once a year a General Meeting of Shareholders is organised during which all the

resolutions are approved on the basis of the ‘one share, one vote’ principle. Shareholders,

individually or with a joint interest of at least 1% of the issued shares, are entitled to ask the

Management Board or Supervisory Board to add particular topics to the agenda. Important

Board resolutions which could result in a change to the Company’s identity or character must be

approved by the General Meeting of Shareholders. The Company’s Articles of Association are

published on the Company’s website as are the main tasks and authorities of the General

Meeting of Shareholders and the Supervisory Board.

In control statement

Hydratec’s Management Board is of the opinion that the risk management and control systems

provide a reasonable level of assurance that the fi nancial reporting does not contain any material

misstatements. These risk management and control systems functioned properly during the year

under review and we have no indications that they will not function properly during the current

year. The process of refi ning the management and control systems has been, and will continue

to be, evaluated on a continuous basis.

The Hydratec Management Board declares that, to the best of its knowledge, the annual

accounts provide a fair and accurate statement of the assets, liabilities, fi nancial position and

profi ts of the Company and the companies jointly included in the consolidated annual accounts.

The annual report provides a fair and accurate statement of the situation as at the balance sheet

date and the business development during the fi nancial year of the Company and the affi liated

companies for which the data is included in the annual accounts. The annual report describes

the actual risks with which the Company is confronted.

Foreign currency

Hydratec, with the exception of Danielson UK, invoices all its revenue in euros. Danielson

operates in the UK and invoices a large portion of that revenue in pounds sterling. In this respect

Hydratec faces a currency risk related to the translation of the fi nancial results and balance sheet

position into the company annual accounts and any dividend distribution. This risk is partially

hedged via local fi nancing of the working capital. Danielson Europe purchases components and

products from suppliers that invoice in US dollars. This accounts for around 20% of purchases.

In principle these euro/dollar positions are hedged by forward currency contracts. This guarantees

a constant purchase price over a longer period (three to six months).

Corporate Governance statement

The Supervisory Board and Management Board endorse the principles of Corporate Governance

and Hydratec Industries NV complies with the main provisions laid down in the Dutch Corporate

Governance Code. Key concepts such as transparency and accountability to and the participation

of the shareholders form the basis for our policy. We do, however, deem some of the guidelines

to be irrelevant for a SmallCap company. For example, in view of the company’s size and the fact

that its Supervisory Board has less than four members, no committees have been appointed.

The points on which Hydratec deviates from the Code and the reasons why are listed per section

of the Code on the Corporate Governance page of the Company’s website.

The reporting systems used within our companies and the regular reports to the Management

Board are of major importance. Revenue and order in-fl ow are reported weekly. Monthly reports

include the most important fi nancial and operational components, such as revenue, gross

margin, operating costs, operating profi t, orders received, working capital components,

personnel summaries, investments, delivery/supply reliability and effi ciency. These reports form

the basis for monthly meetings between the Management Board and the operating company

managements as well as for the consolidated summaries that are also sent to the Supervisory

Board. The local managements also prepare quarterly reports which include an explanation of

business development within their companies.

26Report of the Management Board

27

Outlook and expectations for 2013

The demand for our companies’ products is, to a great extent, infl uenced by macro-economic

developments. On a Western European scale for the MMI and Plastics companies, and on a

global scale for the Agri & Food Equipment companies. In view of the current uncertain

conditions we are not assuming we will achieve any structural market growth during 2013.

And for the same reason cost management must remain a top priority for our management

teams. Although every one of the companies is well positioned within its industry and has the

capability to achieve higher revenue, under the current conditions this will prove a challenge.

Every one of the companies still has the scope to achieve better results from the same revenue.

It is still too early to make more defi nite statements regarding the results for 2013. Neither

the level of investment nor the workforce are expected to undergo any major changes in 2013

compared with 2012.

A word of thanks

Our clients are confronted with a highly fl uctuating demand for their products and want us,

as their suppliers, to move in tune with this volatility as far as is possible. But without any cost

increases! This means that to maintain our position with our clients, our employees must

respond extremely quickly, must have a sharp eye for all the details and must have the ability to

always come up with a creative solution. We would like to thank our employees for their efforts

and their loyalty which, especially during these economically diffi cult times, gives us a solid

foundation for continuity.

Amersfoort, 11 April 2013

Management Board

Roland Zoomers CEO

Bart Aangenendt Director

Report of the Management Board

28

29 Consolidated profi t and loss account

30 Consolidated summary of comprehensive income

31 Consolidated statement of changes in group equity

32 Consolidated balance sheet

33 Consolidated cash fl ow statement

SUMMARISED ANNUAL ACCOUNTS 2012 Amounts in thousands of euros unless stated otherwise

29

x € 1,000 2012 2011

Net revenue 119,997 84,190

Material usage 71,302 47,080

Gross margin 48,695 37,110

Salaries and wages 19,160 14,878

Social security premiums and pensions 4,135 3,285

Depreciation and amortisation of non-current assets 2,849 2,177

Other operating costs 15,480 11,247

41,624 31,587

Operating profi t 7,071 5,523

Interest income 117 154

Interest expenses 644 262

Financial income and expenses – 527 – 108

Profi t from ordinary activities before taxes 6,544 5,415

Taxes 1,152 1,256

Net profi t 5,392 4,159

Net profi t attributable to:

Shareholders 4,695 3,631

Minority interests 697 528

5,392 4,159

Weighted average number of shares 1,222,143 1,183,308

Profi t per ordinary share (in euros) 3.84 3.07

CONSOLIDATED PROFIT AND LOSS ACCOUNT

30

x € 1,000 2012 2011

Net profi t 5,392 4,159

Currency translation differences 39 63

Result of hedge on fi nancial derivatives – 71 – 11

Change in put-option minority shareholders Lias 567 253

Total profi t after taxes 5,927 4,464

Total profi t attributable to:

Shareholders 5,230 3,876

Minority interest 697 588

5,927 4,464

CONSOLIDATED SUMMARY OF COMPREHENSIVE INCOME

31

x € 1,000Issued capital

Share premium

Statutory reserve

Translationreserve

Hedge reserve

Otherreserves

Undistributed profi t Total

Minority interest

Total group equity

Position as at 1 January 2011 532 2,713 4 – 445 – 91 16,686 1,765 21,165 1,710 22,875

Shareholder related changes:

– Share issue 18 705 722 722

– Dividend distribution 2010 – 1,183 – 1,183 – 1,183

– Dividend minority shareholders – 159 – 159

Other changes:

– Profi t appropriation 2010 1,765 – 1,765 0 0

– Acquisition Agri & Food Equipment 958 958

– Currency translation differences foreign participations 63 63 63

– Value differences interest rate swaps – 11 – 11 – 4 – 15

– Put-option minority shareholders Lias 253 253 – 1,084 – 831

– Profi t 2011 3,631 3,631 528 4,159

Position as at 31 December 2011 550 3,418 4 – 382 – 102 17,521 3,631 24,640 1,949 26,589

Shareholder related changes:

– Dividend distribution 2011 – 1,467 – 1,467 – 1,467

– Dividend minority shareholders – 317 – 317

Other changes:

– Profi t appropriation 2011 3,631 – 3,631 0 0

– Currency translation differences foreign participations 39 39 39

– Value differences interest rate swaps – 71 – 71 3 – 68

– Put-option minority shareholders Lias 567 567 – 293 274

– Profi t 2012 4,695 4,695 697 5,392

Position as at 31 December 2012 550 3,418 4 – 343 – 173 20,252 4,695 28,403 2,039 30,442

CONSOLIDATED STATEMENT OF CHANGES IN GROUP EQUITY

32

x € 1,000 2012 2011

ASSETS

Intangible fi xed assets 19,171 19,271

Tangible fi xed assets 22,151 20,293

Financial fi xed assets 215 587

Total non-current assets 41,537 40,151

Stocks 14,695 17,136

Trade debtors 16,174 14,091

Taxes and social security premiums 1,131 1,708

Other receivables 1,716 1,947

Accrued assets 333 281

Cash and cash equivalents 9,986 1,575

Total current assets 44,035 36,738

Total assets 85,572 76,889

x € 1,000 2012 2011

LIABILITIES

Shareholders’ equity 28,403 24,640

Minority interests 2,039 1,949

Group equity 30,442 26,589

Personnel-related provisions 539 487

Deferred tax liabilities 2,226 2,544

Other provisions 813 1,035

Non-current debts 6,575 7,479

Financial instruments 3,334 3,516

Total provisions and

non-current debts 13,537 15,061

Trade creditors 7,875 7,712

Taxes and social security premiums 1,600 1,483

Owed to banks 11,299 5,610

Other debts and accrued liabilities 20,819 20,434

Total current liabilities 41,593 35,239

Total liabilities 85,572 76,889

before profi t appropriationCONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER

33

x € 1,000 2012 2011

Profi t before taxation 6,544 5,415

Adjustment for:

– Depreciation and amortisation 2,849 2,177

– Book profi t/loss on sale of fi xed assets – 6 13

Financial income and expenses 527 108

Changes in provisions – 186 350

Changes in working capital:

– Stocks 2,462 2,871

– Current receivables – 2,451 496

– Current liabilities 600 277

611 3,644

Financial income and expenses received/paid – 369 – 164

Profi t tax paid – 156 – 655

Cash fl ow from operating activities 9,814 10,888

Investments in intangible assets – 174 – 116

Disposal of intangible assets 6 0

Investments in tangible assets – 4,477 – 2,259

Disposal of tangible assets 51 166

Investments in fi nancial assets 0 – 185

Disposal of fi nancial assets 143 0

Acquisition Agri & Food Equipment* 0 – 15,910

Cash fl ow from investing activities – 4,451 – 18,304

* After deduction of acquired cash and cash equivalents.

x € 1,000 2012 2011

Dividend paid to shareholders – 1,467 – 1,183

Dividend paid to former shareholders

Agri & Food Equipment 0 – 1,930

Third party dividends

(Plastics / Agri & Food Equipment) – 317 – 159

Repayment of non-current liabilities – 290 – 352

Non-current borrowings 387 4,357

Cash fl ow from fi nancing activities – 1,687 733

Net cash fl ow 3,676 – 6,683

Currency translation differences 2 22

Change in cash and cash equivalents 3,678 – 6,661

Cash and cash equivalents as at I January – 3,641 3,020

Cash and cash equivalents as at 31 December 37 – 3,641

CONSOLIDATED CASH FLOW STATEMENT

34

2012 2011 2010 2009 2008

Profi t and loss account

Net revenue 119,997 84,190 55,137 17,322 20,398

Operating profi t 7,071 5,523 3,073 – 1,223 2,201

Operating profi t excluding one-time income 7,071 5,523 3,073 – 1,223 1,705

Net profi t to be allocated to shareholders 4,695 3,631 1,765 – 255 9,708

Net profi t excluding one-time income 4,695 3,631 1,765 – 590 1,550

Cash fl ow

Cash fl ow from operating activities 9,814 10,888 1,661 653 4,324

Cash fl ow from investing activities – 4,451 – 18,304 – 10,295 – 1,277 10,654

Cash fl ow from fi nancing activities – 1,687 733 – 1,869 – 1,222 – 1,183

Net cash fl ow 3,676 – 6,683 – 10,503 – 1,846 13,795

Balance sheet

Shareholders’ equity 28,403 24,640 21,165 20,540 21,876

Group equity 30,442 26,589 22,875 20,861 22,190

Balance sheet total 85,572 76,889 36,992 24,079 25,408

/ 1

/ 2

/ 3

/ 3

/ 3

Amounts in thousands of euros unless stated otherwise

1 / Based on continued business

activities.

2 / 2010 cash fl ow adjusted on basis of movement in cash and cash equivalents and bank current account.

3 / Revised.

FIVE YEAR SUMMARY

35

2012 2011 2010 2009 2008

Key ratios

Operating profi t as a % of revenue 5.9% 6.6% 5.6% – 7.1% 8.4%

Return on invested capital 11.5% 8.2% 8.2% – 7.6% 16.2%

Return on shareholders’ equity 17.7% 15.9% 8.5% – 1.5% 8.7%

Solvency 35.6% 34.6% 61.8% 86.6% 87.3%

Information per ordinary share (in euros)

Operating profi t 5.79 4.52 2.60 – 1.03 1.44

Shareholders’ equity 23.24 20.16 17.89 17.36 18.49

Profi t per share 3.84 3.07 1.49 – 0.22 8.21

Profi t per share excluding one-time income 3.84 3.07 1.49 – 0.50 1.31

Dividend 1.55 1.20 1.00 1.00 1.00

Price at year end 21.00 18.05 15.00 14.30 15.86

Lowest price 17.00 14.70 12.40 13.50 15.86

Highest price 25.80 19.98 16.25 19.44 24.87

Other information

Average number of employees 474 381 330 158 167

Net revenue per employee 253.2 221.0 167.1 109.6 122.1

Salary costs per employee 49.1 47.7 43.6 39.1 37.2

/ 4

4 / Excluding one-time income.

Amounts in thousands of euros unless stated otherwise Five year summary

36 CONTACT DETAILS

Hydratec Industries NV

CEO Roland Zoomers

Director Bart Aangenendt

Address Nijverheidsweg Noord 40

Postbus 328

3800 AH Amersfoort

The Netherlands

Telephone Int. + 31 (0)33 469 73 25

E-mail [email protected]

Website www.hydratec.nl

Agri & Food Equipment

Pas Reform BV

Managing Director Bart Aangenendt

Address Bovendorpsstraat 11

Postbus 2

7038 ZG Zeddam

The Netherlands

Telephone Int. + 31 (0)314 65 91 11

E-mail [email protected]

Website www.pasreform.com

LAN Handling Systems BV

Managing Director Harm Langen

Address Jules Verneweg 123

5015 BK Tilburg

The Netherlands

Telephone Int. + 31 (0)13 532 25 25

E-mail [email protected]

Website www.lan-hs.com

Man Machine Interfaces

Danielson Europe BV

Managing Director Peter Boerdijk

Address De Nieuwe Haven 12

7772 BC Hardenberg

The Netherlands

Telephone Int. + 31 (0)523 28 12 00

E-mail [email protected]

Website www.danielsoneurope.com

Danielson UK Ltd.

Managing Director Peter Boerdijk

Address 29 Pembroke Road

Stocklake, Aylesbury Bucks

HP20 1DB

England

Telephone Int. + 44 (0)12 96 31 90 00

E-mail [email protected]

Website www.danielson.co.uk

Plastics

Euro Mouldings BV

Managing Director Martin Essink

Address Ambachtsweg 3

7442 CS Nijverdal

The Netherlands

Telephone Int. + 31 (0)548 61 10 07

E-mail [email protected]

Website www.euromouldings.com

Timmerije BV

Managing Director Wim Simons

Address Schoolweg 29

Postbus 3

7160 AA Neede

The Netherlands

Telephone Int. + 31 (0)545 28 38 00

E-mail [email protected]

Website www.timmerije.nl

Hydratec Industries NV

Nijverheidsweg Noord 40

Postbus 328

3800 AH Amersfoort

The Netherlands