V D L G R O E P

A N N U A L R E P O R T

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13

V D L G R O E P

A N N U A L R E P O R T

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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

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 2013

C O N T E N T S

2

3

F I N A N C I A L

H I G H L I G H T S

(x 1,000 euro)

2013 2012 2011 2010 2009

Combined turnover 1,812,313 1,756,354 1,718,724 1,472,373 1,162,233

Consolidated turnover 1,632,108 1,628,857 1,574,805 1,353,726 1,057,662

Gross profit 95,610 87,407 96,275 102,779 32,544

Profit before tax 98,027 75,679 83,377 97,447 25,432

Profit before tax / turnover 5.4% 4.3% 4.9% 6.6% 2.2%

Net profit 88,582 56,755 66,014 76,762 18,047

Net profit / turnover 4.9% 3.2% 3.8% 5.2% 1.6%

Depreciation of (in)tangible fixed assets 47,326 32,490 30,465 28,844 28,405

Cash flow 135,908 89,245 96,479 105,606 46,452

(Dis-)investments including acquisitions 82,456 213,072 52,100 29,445 20,292

Guarantee capital 854,350 788,480 577,638 537,679 466,972

Total assets 1,382,879 1,403,669 1,062,228 1,017,657 928,798

Guarantee capital / total assets 61.8% 56.2% 54.4% 52.8% 50.3%

Net profit / equity 10.4% 7.2% 11.5% 14.3% 3.9%

Employees as at 31 December 9,216 8,757 7,135 7,126 6,113

4

VDL Groep is an international industrial company devoted to the development, production and sales of

semi-finished products, buses & coaches and other finished products as well as the assembly of cars. From

its head office in Eindhoven (the Netherlands) VDL supervises its subsidiaries, which have a high level of

autonomy and responsibility for results.

The establishment in 1953 of ‘Metaalindustrie and Constructiewerkplaats P. van der Leegte’ laid the basis for

what today is VDL Groep. Through targeted acquisition and autonomous growth, this family business has

developed into a group encompassing 83 subsidiaries spread over 18 countries and a workforce of 9,216.

In subcontracting, VDL is a leader in the fields of metalworking, mechatronic systems and system supply,

plastics processing and surface treatment. The car assembly division includes the production of passenger

cars for third parties. The bus & coach division consists of chassis, chassis modules, coaches, public

transport buses, mini & midi buses, special projects and second-hand buses. The finished products division

is extensive: suspension systems for the trailer and truck industry, heating, cooling and airtechnical

systems, production automation systems, systems for the oil, gas and petrochemical industry, systems for

the agricultural sector, sunbeds and roof boxes, container handling equipment, cigar-making and

packaging machines, components for bulk handling and dust extraction installations, systems for explosion

and fire protection.

VDL Groep strives to achieve growth both through acquisitions and autonomous means. This entails a

focus on making continuous improvements to its products and production processes. Such a vision

imposes a number of preconditions: modern machinery, locations based on good logistics, a critical quality

policy and a high level of expertise amongst its workforce. Investments made by VDL Groep enable the

group to meet customer requirements.

VDL Groep has a flat organisational structure with short policy lines. The company culture is characterised

by the shared VDL philosophy of ‘human added value’. This forms the basis for close cooperation between

companies within the group.

P R O F I L E

V D L G R O E P

G R O U P S T R U C T U R E

Subcontracting

VD Leegte Metaal

VDL Gereedschapmakerij

VDL TIM Hapert

VDS Technische Industrie

VDL Laktechniek

VDL Belgium

VDL Technics

VDL Kunststoffen

Helmondse Metaal Industrie

NSA Metaalindustrie

NSA Apparatenbouw

VDL MPC

VDL Parree

VDL Staalservice

VDL Lasindustrie

RPI Componenten

VDL Rotech

VDL Systems

VDL Postma

VDL Industrial Modules

VDL Konings

VDL Wientjes Roden

VDL Wientjes Emmen

VDL Services

VDL Enabling Technologies Group

VDL ETG Eindhoven

VDL ETG Research

VDL ETG Projects

VDL ETG T&D

VDL ETG Almelo

VDL ETG Singapore

VDL ETG Suzhou

VDL Network Supplies

VDL Fibertech Industries

Car assembly

VDL Nedcar

Buses & coaches

VDL Bus & Coach

VDL Bus Chassis

VDL Bus Modules

VDL Bus Heerenveen

VDL Bus Venlo

VDL Bus Roeselare

VDL Bus Valkenswaard

VDL Bus & Coach Nederland

VDL Bus & Coach France

VDL Bus & Coach Italia

VDL Bus & Coach Belgium

VDL Bus & Coach Polska

VDL Bus & Coach Deutschland

VDL Bus & Coach Suisse

VDL Bus & Coach Czech Republic

VDL Bus & Coach South Africa (70%)

VDL Bus & Coach Serbia

VDL Bus & Coach Danmark

VDL Bus Center Nederland

VDL Bus Center Deutschland

VDL Bus Center France

VDL Busland

VDL Bus & Coach Service FRY-ZHN

VDL Parts

APTS (70%)

VDL Groep

VDL Nederland VDL Holding Belgium

5

Finished products

VDL Agrotech

VDL Industrial Products

VDL Steelweld

VDL Steelweld UK

VDL Steelweld Deutschland

VDL Steelweld Sweden

Hapro International

VDL Klima

Klima Warmtetechniek

VDL Klima France

VDL KTI

VDL Delmas

VDL Containersystemen

VDL Containersysteme

VDL Weweler

Weweler-Colaert

VDL Weweler Parts

Truck & Trailer Industry

PMB-UVA International

VDL USA

VDL Middle East

6

7

This has been a remarkable year for VDL Groep. At the start of 2013, prospects were still somewhat

uncertain, but the situation improved each quarter, and by the end of the year, VDL exceeded expectations

on all fronts; and that in the year in which we celebrated the 60th year of our founding.

Otherwise, 2013 was a relatively quiet year in which we succeeded in maintaining our position. There were

no major takeovers and no severe crisis measures. At VDL Nedcar in Born (the Netherlands), we were hard

at work converting the plant and installing new production lines. 2014 will be the real thing. All 1,500

employees will return to work, and we will even need additional people. The VDL Nedcar plant will be

officially reopened in July 2014, and the first MINI will roll off the production line.

Financially, 2013 was a good year, certainly given the economic circumstances. Combined turnover rose by

3% from 1.756 billion euro in 2012 to a record level of 1.812 billion euro in 2013. Consolidated turnover

amounted to 1.632 billion euro, a marginal rise as compared to the 1.629 billion euro in 2012. Net result,

however, rose considerably from 57 million in 2012 to 89 million euro in 2013. The tax burden in 2013

was lower, based on the forecast fiscal loss at VDL Nedcar. The total turnover for 2013 was the second

best in our history, and that is a performance we can be proud of.

The number of employees also rose from 8,757 at year end 2012 to a record level of 9,216 at year end

2013. The majority of this 5% increase was achieved autonomously, in a period of increasing overall

unemployment. Autonomous growth demonstrates that production in the Netherlands and Belgium still

remains possible. Nonetheless, a sound industrial policy is essential.

We continue to call for a level playing field in Europe. This is essential if we are to continue manufacturing

here. A good lending climate, sound credit insurance and a flexible labour force – with a structural system

of part-time unemployment benefits and technical training programmes – are of vital importance. We must

continue in pursuit of a level playing field not only in Europe but throughout the world. Many countries

around the globe impose import duties, while Europe continues to believe in a free trade zone. We must

treat our trading partners in the world the same way as they treat us. Only then can employment

opportunities in the European Union be maintained and we can form a strong block to uphold our

position in the world economy.

R E P O R T

O F T H E B O A R D

O F D I R E C T O R S

8

Turnover

Combined turnover for 2013 amounted to 1.812 billion euro. Compared to the 1.756 billion euro in 2012,

this represents an increase of 3%. Internal deliveries increased.

2013 2012

million euro million euro

Combined turnover 1,812 1,756

Internal deliveries - 180 - 127

Consolidated turnover 1,632 1,629

The balance between international and domestic turnover remained the same, but this is due to change in

2014 in favour of international turnover, given the start of production at VDL Nedcar for our client BMW

Group in Germany.

2013 2012

million euro % million euro %

International 1,096 67 1,098 67

Domestic 536 33 531 33

1,632 1,629

In 2013, we supplied products to 118 countries outside the Netherlands. International turnover, divided

among the various continents, is as follows: Europe 867 million euro (43 countries), Asia 132 million euro

(30 countries), North America 47 million euro (2 countries), South and Central America 34 million euro

(19 countries), Africa 13 million euro (22 countries) en Oceania 3 million euro (2 countries). If turnover is

broken down country by country, in addition to the Netherlands, we see that our largest markets are our

neighbouring countries Germany, Great Britain and Belgium.

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CONSOLIDATED TURNOVER(in million euro)

NET PROFIT(in million euro)

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CONSOLIDATED TURNOVER(in million euro)

NET PROFIT(in million euro)

TURNOVER PER COUNTRY(in million euro)

Netherlands 536

Germany 308

Great Britain 178

Belgium 79

Singapore 71

Sweden 66

France 60

USA 46

Jamaica 24

Israel 23

Switserland 21

Norway 20

Poland 19

Spain 18

Italy 16

Czech Republic 12

Finland 10

Others 125

9

Divisions

If the combined turnover of VDL Groep is broken down according to the divisions subcontracting, car

assembly, buses & coaches and finished products, we see that with the exception of buses & coaches, all

divisions contributed to growth.

2013 2012

million euro % million euro %

Subcontracting 794 44 788 45

Car assembly 120 7 70 4

Buses & coaches 391 21 431 24

Finished products 507 28 467 27

1,812 1,756

Subcontracting

Turnover in the subcontracting division rose fractionally from 788 million euro in 2012 to 794 million euro

in 2013. Starting in the second half of 2013, various markets began to show recovery, such as the semi-

conductor and truck industry, while the total order book expanded. At year end 2013 the order book

amounted to 237 million euro as compared to 193 million euro at year end 2012. The subcontracting

division showed a profit in 2013.

Turnover in the subcontracting division rose by 11% in the first quarter of 2014, from 175 million euro in

the first quarter of 2013 to 194 million euro. The order book in week 13 amounted to 250 million euro,

which was significantly higher than in the same week last year (211 million euro). The semi-conductor

market, and the automotive market, both important for this division, demonstrated stability, and

expectations for 2014 are favourable.

10

2013 2012

million euro % million euro %

Mechatronic systems 432 54 421 53

Metalworking 290 37 296 38

Plastics processing 65 8 63 8

Surface treatment 7 1 8 1

794 788

Mechatronic systems and system supply

For the mechatronic systems and system supply sector, 2013 was a stable year with a moderate rise in

turnover from 421 million euro in 2012 to 432 million euro in 2013. The trends that had emerged in 2012

continued through 2013. The world market for production equipment for semi-conductors was 10% lower

than in 2012. Nevertheless, we succeeded in retaining our market share by developing a broader product

range for existing customers. We strengthened our position in the market for medical diagnostic systems,

and demonstrated further growth in 2013.

Expectations for 2014 are positive. For both production equipment for semi-conductors and for the LED

market growth is expected, and the first positive signs have been noted for a cautious recovery in the

market for production equipment for solar cells.

To further improve its position in this innovative market, VDL has considerably expanded its research and

development capacity with a view to further optimising our expertise as a manufacturing partner. The

outcome will be further cooperation with customers in the field of research and development. Against that

background, an initial MoU (Memorandum of Understanding) has been signed with our customer ASML.

Given the improving order book, we expect turnover for the mechatronic systems and system supply sector

in 2014 to exceed that of 2013.

SUBCONTRACTING

Mechatronic systems 54%

Metalworking 37%

Plastics processing 8%

Surface treatment 1%

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Metalworking

Turnover in the metalworking sector remained virtually unchanged: 296 million euro in 2012 compared to

290 million euro in 2013. The fact that we have a presence in many industrial sectors proved particularly

useful. As a metalworking player, VDL is active in the automotive industry, the food industry, the energy

market, telecom and the waste processing industry. New markets are constantly being explored and new

products developed that fit in with the current product range.

Over the past year, we once again invested in advanced machinery and further automated and robotised

production processes to maintain our international competitive position. Prices remain under tremendous

pressure, and customers are demanding ever shorter delivery times, combined with quality and flexibility.

The VDL companies serve increasingly as system supplier, with involvement in the entire process from

design and production through to delivery and maintenance. Through collaboration with other group

companies VDL demonstrates its added value.

The order book in the metalworking sector is currently well-filled. Despite rising raw material prices and

difficult recovery in some markets, prospects for 2014 can be described as broadly positive, and slight

growth is expected.

Plastics processing

Turnover in the plastics processing sector rose by 3%, from 63 million euro in 2012 to 65 million euro in

2013. The automotive sector and medical industry were key markets over the past year.

Due to increasing demand for complete and complex assemblies as well as larger products, we have again

invested in new injection moulding machines, an advanced milling machine for the milling of large

vacuum-moulded products and a variety of robots for further automation of the production process. The

new techniques ‘in mould labelling’ and ‘in mould foil’ clearly proved their worth over the past year, and

will continue to be included in new developments. By making good use of the knowledge of 3D design,

mould flow analysis and FEM strength calculations, we can offer our customers tailored service in the

development of new products. Automation combined with this high level of knowledge means that we

can act as a system supplier in successfully tackling complex problems.

In 2013, our position in the medical market was further strengthened with carbon and glass-reinforced

plastic, and high-tech composite solutions were identified for new selling areas including the defence,

automotive, semi-conductor and professional lighting sectors. We also invested in the largest RTM press

in Europe.

The order book for the total plastics processing sector is currently reasonably well-filled. Despite the

considerable rise in raw material prices, prospects are fairly positive and we expect turnover in 2014 to be

slightly higher than that in 2013.

14

Surface treatment

As expected, turnover in the surface treatment sector fell slightly, from 8 million euro in 2012 to 7 million

euro in 2013. Among the causes of the downturn was the launch of various new projects for Euro 6 trucks.

As in previous years, in 2013, we once again invested in equipment and the rectifier for the cataphoresis

line was replaced with a new computer-controlled model, with a larger capacity. Expectations for this year

are positive, despite the fact that we have observed a slight downturn on the truck market. We nonetheless

expect to be easily able to compensate for this fall by attracting new orders. The order book in the first

quarter of 2014 is growing, and we expect to be able to achieve a slight rise in turnover in 2014.

Car assembly

The car assembly division (VDL Nedcar in Born) made a contribution to turnover of 120 million euro, in

2013, as compared to 70 million euro in 2012. The start-up costs for 2013 were compensated for by the

provision established for that purpose.

After the turbulent year 2012 in which VDL Groep assumed control of NedCar in Born, 2013 was a

transition year for the independent car manufacturer. Starting in July 2014, the company will be

manufacturing the new MINI on behalf of BMW Group. In preparation for this production start-up, more

than 300 employees set to work at the start of 2013 on a raft of major technical alterations to the

production facilities in and around the plant. During the course of 2013, this number rose to almost 800.

At the latest by 1 January 2015, all 1,500 staff will have returned to work at VDL Nedcar. In the intervening

period, many of them have been trained, externally seconded (nationally, locally and internationally) and

kept fit for work. In January 2013, VDL Nedcar Servicecentrum was established to organise these activities.

A variety of government and market parties have provided much-appreciated support.

In the transition year 2013, VDL Nedcar manufactured zero cars. Turnover was above all generated from

invoices for project work on behalf of BMW. This work related to preparations for the production of the

MINI. VDL Nedcar also received income from the work by seconded personnel to other companies. Finally

press work for third parties was continued on a limited scale.

In the first quarter of 2014, VDL Nedcar generated turnover of 178 million euro as compared to 26 million

euro in the first quarter of last year. So far everything is going according to plan, and the mood is positive.

The plant and production lines are all but ready. We have every confidence that production will live up to

expectations in the second half of this year, and we predict a positive year for VDL Nedcar.

2013 2012

million euro % million euro %

Car assembly 120 100 70 100

120 70

15

Buses & coaches

Turnover in the buses & coaches division fell from 431 million euro in 2012 to 391 million euro in 2013.

The order book also shrank from 156 million euro to 128 million euro at year end. Enormous price

pressure continues, due to the shrinking market in Europe and the import of vehicles from low wage

countries. This factor, combined with high development costs for example for the switch to Euro 6

engines, continues to apply downward pressure on the result of this division. Once again, therefore, 2013

ended without profit.

Delivery numbers of VDL products fell as compared to 2012, and as a result our market share shrank

slightly. We can however cautiously suggest that the downturn on the Western European market appears

to be coming to an end. 2013 was one of the most difficult years ever for the bus and coach division, and

we expect 2014 to be a year of recovery. Over the past year, a number of organisational changes have

been implemented with a view to achieving a more efficient, more effective bus and coach division. All in

all, we expect an improvement in results for 2014, partly as a result of completing a series of Euro 6

projects. Our complete range of vehicles for both public transport and coaches has been presented to the

market, in a Euro 6 version. We also invested heavily in hybrid and electrical systems.

For 2014, the focus will be on further intensifying efforts in both our domestic markets and the export

markets. As a result, we expect a higher number of deliveries in 2014 than achieved in 2013. We will also

continue to invest in developing a number of new models.

During the first quarter of 2014, turnover fell as compared to the first quarter of 2013, from 112 million

euro to 102 million euro. On the other hand, the order book has shown considerable growth: 138 million

euro in week 13 of 2013 compared to 190 million euro this year. We seem to have reached a turning

point, toward upward development.

BUSES & COACHES

Coaches 35%

Public transport buses 26%

Parts & services 15%

Second-hand buses 11%

Chassis & chassis modules 9%

Mini & midi buses 3%

High-quality Public Transport Systems 1%

16

2013 2012

million euro % million euro %

Coaches 136 35 128 30

Public transport buses 102 26 168 39

Parts & services 60 15 57 13

Second-hand buses 41 11 39 9

Chassis & chassis modules 36 9 23 5

Mini & midi buses 12 3 11 3

High-quality Public Transport Systems 4 1 5 1

391 431

Coaches

In 2013, both turnover and numbers delivered rose in the coach sector. Turnover rose from 128 million

euro to 136 million euro. Whereas 557 coaches were delivered in 2012, the total in 2013 was 561. The

changing product mix had a positive influence on turnover.

Our customers, the coach operators, are facing a difficult market, a situation reflected in their investment

behaviour. Coach operators also remain cautious in respect of the new Euro 6 technology, as compared to

the tried and tested Euro 5 technology. Partly for that reason, we saw a rise in orders for Euro 5 coaches in

the fourth quarter of 2013.

With the exception of France and Great Britain, total market volume for coaches in the majority of

European countries remained unchanged or was lower in 2013 than in 2012. The total market share in the

Western European coach market achieved by VDL Bus & Coach fell slightly from 6.9% to 6.7%. This was

mainly due to disappointing sales numbers in France and Belgium. Our market share in fact rose in Great

Britain and Switzerland.

In 2013, VDL Bus & Coach added a new Futura model to the coach family, the Futura FMD2. This Futura

has been presented to the market as a profitable all-rounder, a model suitable for the coach market and

intercity operation. The core values of our product range, low vehicle weight, low fuel consumption and

high passenger capacity, ample baggage space and low kilometre price make the Futura FMD2 a high-value

investment for operators. The first large order has been placed, and will be delivered to Sweden in 2014.

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Public transport buses

It was rather a poor year for the public transport bus sector, with a downturn in both turnover from 168

million euro to 102 million euro, and in the number of delivered buses. In 2013, we delivered 526 vehicles

as compared to 730 in 2012. In a number of countries, limited numbers of public transport buses were

purchased in response to government austerity measures. Competition has become more cutthroat, and it

is proving difficult to maintain employment opportunities in this bus sector in the Netherlands and Flanders

region of Belgium, due to increased price pressure combined with suppliers from low wage countries.

A large number of deliveries were made to the German market, where many public transport companies

have opted for VDL products. One example is the city of Düsseldorf where 60 vehicles of the type Citea

LLE were sold and delivered in 2013. Several other cities have chosen VDL buses, particularly due to the

high fuel economy and correspondingly lower operating costs and emissions. In the Netherlands itself, VDL

also supplied more than 100 Citea LLE vehicles for the Twente concession. In the fourth quarter of 2013,

we also won an attractive order for Amsterdam, where 23 Citea SLFA vehicles are due to be delivered in

2014. This articulated version of the Citea SLF was introduced by VDL in 2013. We also succeeded in

further strengthening our presence in Scandinavia; for the second year running, in Finland, VDL was

market leader for public transport buses.

We were also active outside the European markets in 2013. We delivered a large part of the order for 230

buses to Jamaica, the remainder of which will be delivered in 2014. We have also received an undertaking

for a follow-up order for 200 buses for that same country, and we are in discussion with a number of

other distant export countries.

The Citea range has now been completed with the introduction of a series of new models including the

Citea SLFA mentioned above. During the UITP trade fair in Geneva (Switzerland), we introduced the VDL

Citea Electric. The high degree of modularity in the Citea range means we can offer tailor-made products

to our client operators. The Citea Electric is ideal for any specific local situation. Our essential core values

such as lightweight contribution, optimum access and comfort for both passengers and drivers can be

guaranteed as a result. Response from the market has been very positive, leading to a number of orders

from large European cities.

Parts & services

2013 was once again a positive year for the parts & services sector. Despite pressure on prices, we

succeeded in raising turnover to 60 million euro in 2013 as compared to 57 million euro in 2012.

An excellent performance given the massive upturn in competition on the bus market.

VDL Parts is facing increasingly stiff competition from its own suppliers, the truck world, Internet

companies and trading companies. The rise in turnover is mainly due to the fact that VDL Bus & Coach

expanded their services by offering repair and maintenance contracts. In particular the public transport

sector in the Netherlands and Scandinavia have demonstrated increased turnover in this field, a trend

which we are now see spreading into other countries.

20

Exports of VDL Parts rose considerably, partly thanks to the expansion of our sales network. The objective

for 2014 is to further refine and improve our performance and product portfolio, in combination with

investigating how we intend to roll out the broader product range on the market.

Alongside our specialist repair workshop VDL Busland, the repair workshops at the individual bus

companies also performed well. Whereas in the past public transport operators carried out their own

maintenance, this work is being increasingly outsourced to VDL service points. Four new workshops were

opened in the Netherlands in 2013. This approach enables us to offer our customers even better service,

closer to home. In addition, based on the knowledge and information we acquire through this activity, we

are better able to further optimise our own products. Expectations for the parts & services sector overall

are positive for 2014.

Second-hand buses

The stabilisation in turnover expected for 2013 has indeed continued resulting in fact in a slight increase

from 39 million euro in 2012 to 41 million euro in 2013. The number of buses sold rose sharply from 606

to 802. Of this total, 417 were second-hand city buses and 385 coaches, minibuses and midibuses. To

achieve this result, new sales markets were developed in close collaboration with VDL Bus & Coach and

our professional local agents. Demand for Euro 5 vehicles has risen in response to ever tighter legislation

and regulations. At the end of 2013, a large number of young, second-hand city buses were once again

taken in inventory. The challenge for VDL Bus Center in 2014 will be to further expand the existing

network, and to develop new markets. We expect turnover to remain at a similar level in 2014.

Chassis & chassis modules

On 15 October 2013, VDL Groep acquired 19% of the shares in VDL Bus Chassis from PACCAR. As a result,

VDL Bus Chassis is now a 100% subsidiary of VDL Groep.

External turnover for chassis and module builder VDL Bus Chassis rose from 23 million euro in 2012 to 36

million euro in 2013. This rise in turnover was due to deliveries of modules to bus and coach builders outside

VDL, that rose from 251 chassis in 2012 to 586 in 2013. Sales generated by deliveries to sister companies

within VDL Bus & Coach for the construction of complete vehicles fell in 2013. The total number of modules

delivered therefore fell from 1,538 in 2012 to 1,333 modules in 2013.

Engineering activities in 2013 were above all hallmarked by the further optimisation of the product range

including modules with lower emission values. In close collaboration with the other companies within VDL

Bus & Coach, further developments were implemented in respect of engine and driveline technology, based

on the Euro 6 standards.

As well as reducing user costs per kilometre and achieving lower emission values, the use of alternative fuels

received considerable attention. As a result, the range was expanded to form a complete selection of models

in line with the latest developments and environmental requirements from the market. Over the next few

years, engineering activities will above all be focused on further reducing emission values and reducing the

operating costs of the vehicle.

Turnover in 2014 is expected to remain at a similar level to that achieved in 2013.

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Mini & midi buses

Turnover in the mini & midi buses sector rose from 11 million euro in 2012 to 12 million euro in 2013

(including police vehicles and damage repair). The number of vehicles delivered fell from 162 in 2012 to

132 in 2013. The focus we have placed on the MidCity and international tenders in the public transport

market over the past few years was continued. We were awarded a number of large orders, including one

order for 41 MidCity vehicles for public transport in Belgium. This order will be delivered in one batch in

2014, but much of the production work was carried out in 2013, resulting in a fall in the number of

vehicles delivered in 2013. As expected, our market share in Germany, Belgium and the Scandinavian

countries grew, and we predict further growth in 2014. We are also seeing signs of recovery on the Dutch

market.

The number of police vehicles delivered was below expectation, but the upgrading and adaptation of

existing vehicles had a positive influence on turnover. Turnover in the damage repair division rose slightly in

2013, and despite a shrinking market, we have a broadly positive vision for the future in this division. The

order book for the entire mini & midi buses sector is reasonably well-filled, and we therefore expect further

growth in the course of 2014.

High-quality Public Transport Systems

Turnover in the High-quality Public Transport Systems sector fell from 5 million euro in 2012 to 4 million

euro in 2013. Fully emission-free fuel cell vehicles are already in service in Cologne and Amsterdam. The

project in Haifa (Israel) for six hybrid Phileas vehicles was completed in 2013. In 2014, the first Phileas in a

series of nine vehicles will be delivered to Rimini (Italy).

Finished products

Turnover in the finished products division rose by 9%, from 467 million in 2012 to 507 million euro in

2013. It was a particularly good year for the production automation systems sector for the passenger car

industry, and suspension systems for trailers and trucks. The result for the finished products division was

positive. The order book for this division grew, from 132 million euro at year end 2012 to 282 million euro

at year end 2013. Prospects for the finished products division for 2014 are positive.

Invoiced turnover in the first quarter of 2014 amounted to almost 111 million euro, a fall of 20% as

compared to the figures for 2013 (138 million euro). This picture is distorted, however, by an advance

invoice in the first quarter of 2013 from a large customer in the production automation systems sector.

Without this advance invoice, turnover in the first quarter in fact rose by 8%. The order book is clearly up

on last year, with 280 million euro at the end of the first quarter of this year, as compared to 136 million

euro at the end of the first quarter in 2013. This is mainly due to fluctuations in the order intake for the

production automation systems sector. Even if we do not take account of these fluctuations, there is still

growth in the order book, and we predict a positive year for the finished products division.

24

2013 2012

million euro % million euro %

Production automation systems 187 37 132 28

Suspension systems 129 26 118 25

Heat exchangers 87 17 105 23

Cigar-making and packaging machines 27 5 29 6

Sunbeds and roof boxes 26 5 25 5

Systems for the agricultural sector 22 4 31 7

Container handling equipment 20 4 19 4

Systems for the industrial sector 9 2 8 2

507 467

Production automation systems

2013 was a very successful year for production automation system manufacturer VDL Steelweld. Turnover

rose by 42% from 132 million euro in 2012 to 187 million euro in 2013. This record turnover was due to

major orders to supply production lines to various automotive manufacturing plants for Jaguar, Land Rover,

Volvo, Ford and VDL Nedcar. As a result, dozens of new jobs were created in Breda, Barford (Great Britain),

Cologne (Germany) and Arad (Rumania).

Successes were also achieved outside the automotive industry. Together with a number of other

VDL companies, series production of the previously developed AGVs (Automatic Guided Vehicles) is fully

up and running. The assembly line for series production of insulation panels for air handling units is also

running well.

The order book for 2014 is very well filled, and due to continuing demand for bodywork production lines,

2014 is expected to be an excellent year. In 2014, the main focus will be on further building the

relationship with our customers and expanding the international organisation. With that in mind, an office

was opened in Sweden, in 2014. We will of course continue to work on product innovations and the

development and optimisation of production methods.

FINISHED PRODUCTS

Production automation systems 37%

Suspension systems 26%

Heat exchangers 17%

Cigar-making and packaging machines 5%

Sunbeds and roof boxes 5%

Systems for the agricultural sector 4%

Container handling equipment 4%

Systems for the industrial sector 2%

25

Suspension systems

Total turnover in this sector rose by 9% from 118 million euro in 2012 to 129 million euro in 2013.

Suspension systems manufacturer VDL Weweler holds almost 40% of the European market. Within

Europe, Germany is the largest sales market for suspension systems. To reduce dependency on the

European market, the company is highly active in North America, Brazil and Southeast Asia, where the

market share is still limited. Air suspension is already the standard in North America, but in terms of

construction this market differs entirely from the European air suspension systems. The newly developed

modular systems from VDL Weweler would appear to be ideal for this market. To improve service efficiency

to our customers in Southeast Asia, we have been locally active in Thailand, since March 2014.

The Belgian company Weweler-Colaert once again saw a rise in the demand for replacement parts for

trucks. In Western and Southern Europe, turnover rose by 10%. In Eastern Europe, too, the market share

was further consolidated, and an active marketing policy also in collaboration with new distributors

enabled us to once again strengthen sales in Asia.

VDL Weweler Parts, supplier of truck and trailer replacement parts and workshop equipment can look back

on a good year. In 2013, joint ventures were established for the Dutch market with external parties, for the

supply of batteries, starters, alternators and electrical cable systems for trucks and trailers. Based on the

growth achieved, the size of the parts store will be expanded in 2014.

Our sales office in Norway, Truck & Trailer Industry, had a fairly good year, with a stabilisation of turnover.

The fall in value of the Norwegian crown in relation to the euro did represent a problem. Further work was

undertaken in 2013 on establishing a service network right across Norway, to improve customer service.

The order book for the total suspension systems sector is well-filled and further growth is expected in 2014.

Heat exchangers

2013 was a difficult year for the heat exchangers sector. Turnover fell from 105 million euro in 2012 to

87 million euro in 2013. Customers of VDL Klima experienced difficulty in financing new projects, and this

situation is not expected to change in the near future. After several years of solid growth, we are now

seeing a downturn in projects and orders for the market for (green) power generation, for example wind

energy. It is expected to be quite some time before any recovery is achieved in this sector. In response to

austerity measures, government stimulation programmes have been halted, making it difficult for the more

expensive innovative green technologies to compete with conventional processes. The shipbuilding market,

however, has shown slow recovery. The oil and gas market has developed strongly, and expectations are

favourable.

As expected, VDL Delmas in Berlin (Germany) and VDL KTI in Mol (Belgium) also broadly experienced a

difficult year. VDL Delmas was faced with tough market conditions in the field of power generation, above

all in the first six months of the year. This situation improved at the end of 2013, and the order book grew

substantially. Things were better in petrochemical industry. At VDL KTI, demand for special heat

exchangers lagged behind expectations, and delays in the production of high voltage masts grew even

further. Recovery is expected on both markets in 2014. The order books for both companies are well filled.

26

As well as delivering to existing markets, products will also be delivered to China, Brazil, Venezuela and the

United States.

The market situation for the heat exchangers sector is improving slowly. We expect turnover in 2014 to

match the level achieved in 2013.

Cigar-making and packaging machines

Although turnover at PMB-UVA International fell slightly, from 29 million euro in 2012 to 27 million euro in

2013, we are not dissatisfied with 2013. Once again, PMB-UVA International developed a series of innovative

concepts, functions and machines resulting in new possibilities and low operating costs. By responding to

global themes including food safety and hygiene, new product opportunities have been opened up.

Proprietary features developed in-house are licenced to other OEM suppliers. This strategy, which has been in

place for a number of years and was continued and expanded in 2013, has contributed to a rapid return on

investments for the costs of development. The average series size of the machines being built has remained

at the same level as in previous years. More focus has been placed on shortening the lead time of orders, to

improve the response to customer requirements. PMB-UVA International’s preferred supplier status for various

multinationals in the packaging segment is a key element in creating new opportunities and challenges.

For this segment, we broadened our market in 2013 into new disciplines, and delivered to more countries.

A shift has occurred in the cigar market, towards more overhaul activities. Machine sales in this sector

remained stable. Prospects for the entire cigar-making and packaging machines sector are positive.

Sunbeds and roof boxes

Turnover at Hapro International, manufacturer of sunbeds, roof boxes, bicycle carriers and skin improvement

equipment, rose slightly from 25 million euro in 2012 to 26 million euro in 2013. This rise was above all

achieved in the market for roof boxes. The market for professional and privately-owned sunbeds remained

stable. This situation is expected to continue in 2014. Despite first signs of economic recovery, the retail trade

is still suffering badly. This will affect turnover in roof boxes and bicycle carriers. The market for professional

sunbeds is expected to remain stable. The market for privately-owned sunbeds is expected to improve

slightly. All in all, in 2014, we expect to achieve practically the same level of turnover as in 2013.

Systems for the agricultural sector

VDL Agrotech has had a less positive year. Turnover fell from 31 million euro in 2012 to 22 million euro in

2013. The period within which the transition from battery hen cages to alternative housing systems had to

be completed expired on 1 January 2013. As a consequence, less feed systems from VDL Agrotech were sold

in Europe for these alternative systems, a fact which had a major influence on turnover. The project market

also experienced difficulties, mainly in Eastern Europe. The Asian market is very price sensitive, and based on

the euro exchange rate, turnover in this region only rose slightly. The additional sales efforts by VDL Agrotech

in the Middle East are starting to bear fruit, but progress is precarious, due to the unstable political situation

in many countries in the region. Expectations for 2014 are moderate. The project market is highly dependent

on bank credit, and the political instability and currency fluctuations could have a major influence on

investments in the agricultural sector. In 2014, focus will be shifted to product innovations and further

broadening the geographical market spread. VDL Agrotech also plans to introduce a number of new

developments in 2014, on the basis of which more competitive products can be supplied to existing markets.

27

28

Container handling systems

As compared to 2012, turnover at VDL Containersystemen rose slightly from 19 million euro in 2012 to

20 million euro in 2013. The truck-related turnover from existing products such as hook lift, skip loader

and cable systems remained constant. The expected growth failed to materialise due to disappointing

order intake from the construction and waste market. The turnover from spreaders did rise due to the

completion of a number of national and international projects in which our delivered quality and delivery

time often proved decisive. The introduction of our new product for the port sector, the AGV (Automatic

Guided Vehicle) made a major contribution to the order book. One new large order recently received

guarantees work for these projects until well into 2014. Partly thanks to this one order, the order book is

well-filled, and we face the coming year with a positive attitude and expect a major rise in turnover.

Systems for the industrial sector

For VDL Industrial Products, 2013 was a positive year. Turnover rose from 8 million euro in 2012 to

9 million euro in 2013. In the course of the year, the company focused on a broader and more in-depth

range of products, including the addition of vibration conveyors and flex conveyor systems for the process

industry. These products have been manufactured by sister companies in the VDL Groep for several years,

but only actively marketed in the solids handling by VDL Industrial Products, since 2013. There is no

growth expected in the building-related sectors but there are opportunities for growth in export and other

national markets such as the food and chemical industries. All in all we expect slight growth in 2014.

New companies

At the start of 2013, a new company was established, VDL Bus & Coach Service FRY-ZHN. This company

carries out maintenance and repair work from four workshops in the Netherlands, in Leiden, Krimpen a/d

IJssel, Sneek and Leeuwarden. The workshops were initially intended to provide maintenance and repair

services for the concessions Zuid-Holland-Noord and Friesland, as part of the agreement for 275 public

transport buses for Arriva Nederland. Activities have now been expanded to include maintenance and

repair work on coaches, mini and midi buses and other vehicles.

On 17 July 2013, the Technology & Development (T&D) department of VDL ETG Eindhoven was made

independent. The new company, VDL ETG Technology & Development has a staff of around 130, involved in

the design and development of solutions and products, specifically for the semi-conductor, medical, solar and

LED industries. These solutions relate primarily to the transport and positioning of fragile substrates in a

vacuum or atmospheric environment. VDL ETG Technology & Development brings together the development

departments of the locations VDL ETG Eindhoven, VDL ETG Almelo, VDL ETG Research and VDL ETG Projects.

The company operates from Eindhoven, Almelo, Delft and Fremont (USA). The establishment of VDL ETG

Technology & Development is an important step in the process of change at VDL ETG aimed at developing

from exclusively manufacturing into partner in the field of research & development, for its clients.

29

30

In August 2013, VDL Groep acquired the parts manufacturing activities of ASMI in Singapore, together

with part of the assembly activities. The acquisition involves 75 employees. These activities have been fully

integrated with VDL ETG Singapore. As a result, the overall technology services from VDL ETG Singapore

have been broadened, in respect of the design and manufacture of complex, precision frames.

Investments

In 2013, VDL Groep invested 85 million euro, approximately one third in business premises and two thirds

in machinery and other equipment.

At VDL Nedcar in Born, together with BMW Group and a number of suppliers, much work was carried out

in 2013 on adapting the plant to the requirements of BMW for the production of the new MINI. The work

ranged from construction and logistic changes through to the installation of new production facilities. As a

result, VDL Nedcar is now almost ready for the launch of production of the new MINI in the summer of

2014.

At VD Leegte Metaal in Hapert, the existing premises were renovated and additionally insulated in 2013.

This project was concluded in mid-2013. In April, the floor of one hall at VDL Steelweld in Breda was

adapted for the AGV project. Here, too, the premises were reinsulated.

Following a construction period of eighteen months, the new premises for VDL ETG in Singapore were

opened in mid-November. Expansion was necessary based on the massive growth at the business over the

past few years, and expected growth in the future. A start was made on construction of the new

20,000 m² plant in 2012, on the derelict site behind the existing plant. The new premises, built on three

floors, comprise production space, assembly space, cleanrooms, storage warehouses and offices.

The original factory (7,400 m²) is linked to the new plant, and will be renovated in 2014. VDL ETG

Singapore now occupies a total space of 27,400 m².

The new building for the suspension system manufacturer VDL Weweler in Apeldoorn was opened at the

end of November. The new building, occupying some 22,000 m² consists of eight halls each of

approximately 2,500 m². Four of these halls are intended for the production of suspension systems and

axles. The remaining areas will be used for assembly, dispatch and offices. The floors in the dispatch halls

will be heated by residual heat from the production process and a ground loop heat exchange system is

responsible for heating and cooling the office space. The new building has also been fitted with a

completely new production line developed and automated entirely in-house by VDL Weweler. In this new

production line, a range of production processes have been combined, that in the past were carried out

separately given the nature of the former location.

At the end of 2013, work was started on the construction of a new factory for Klima Warmtetechniek in

Hamont (Belgium), due to be handed over at the end of 2014. In total, the building will measure

12,500 m², of which 10,500 m² will be for production and 2,000 m² for offices and canteen.

31

The building of VDS Technische Industrie in Hapert is due to be renovated in three phases. Phase one, will

involve demolition of part of the adjacent building and the building of a new facility for dispatch and

container storage was completed in 2013. The start of phase two, encompassing demolition of the

remaining part of the building and construction of a new production hall, canteen and measurement room

is planned for the construction industry holiday period in 2014. Finally, the existing canteen and wash area

will be converted into office space. The VDS Technische Industrie building will then measure a total of

23,000 m². Part of the hall at VDS will also be raised, to allow use of the building by VDL

Gereedschapmakerij for the storage and maintenance of moulds. In total, VDL Groep owns more than

1,200,000 m² of commercial property.

In 2014, premises at VDL ETG Almelo and VDL ETG Eindhoven were purchased. In 2015, the existing

buildings will be renovated and extended with new building for additional capacity. For VDL Wientjes

Roden, a new approximately 14,000 m² building has been purchased, on a 40,000 m² plot. In 2014, the

company will be moving to this new location. Since April 2014, the head offices of VDL Bus & Coach have

been housed in the premises of VDL Bus Valkenswaard. A large proportion of activities previously

undertaken centrally have therefore been returned to the operating companies that make up VDL Bus &

Coach. The staff of VDL Bus & Coach Nederland and VDL Busland have also been stationed in the VDL Bus

Valkenswaard building since April. In Germany, preparations are currently underway for new premises for

VDL Delmas in Berlin, construction of which will be started in 2015.

VDL also invested heavily in machinery and other equipment in 2013. A range of CNC machining centres,

laser pipe cutting machines and welding and laser robots have been installed. In 2014, we are going to

invest around 90 million euro in new buildings, machines and optimisation of production processes.

Employees

The number of employees at VDL Groep has risen from 8,757 at year end 2012 to 9,216 at year end

2013, which is 5% more than at the end of 2012. The vast majority of these 459 new employees were

achieved through autonomous growth. 75 employees entered the service of VDL ETG Singapore, following

the takeover of the production activities of ASMI in Singapore.

2009 2010 2011 2012 2013

6000

5500

6500

7000

7500

8000

8500

9000

9500

10000

EMPLOYEES(as at 31 December, including temporary employees)

32

Worker participation

In 2013, we consulted with the Joint Works Council on numerous occasions. As in previous years, these

consultations were open and positively critical.

The first topic of discussion in 2013 was the prognosis report. This report represents the kick-off for the

new year. Another regularly recurring subject of discussion in 2013 was progress at VDL Nedcar

(renovation, service centre and training programmes). There was also discussion of the way in which

practical trainees (vocational training pathway BBL) should account for their hours. The percentage indirect

hours among BBL trainees is higher than for other employees, as a result of practical supervision and

training. A uniform policy has now been adopted, to clearly identify when the employees in question are in

fact trainees. A higher percentage of indirect hours may never be allowed to lead to less training provision.

The number of employees subject to the Work and Income Act (WIA) and the resultant claim burden has

developed favourably over the past few years. In connection with this continuing low rate of WIA entry,

VDL Groep is still willing to pay for the employer’s share (50%) of the differentiated Work and Income Act

premium. Other discussion topics included shorter working days leave, the statutory excess payment in

medical expenses insurance in the event of industrial accidents and the writing off of doctor’s hours during

work as part of employment therapy. The restructuring of the management of VDL Groep was also

discussed, together with the introduction of family members in the management team.

Social dialogue within the Belgian VDL companies was also conducted in a constructive manner in 2013.

EMPLOYEES BY GEOGRAPHICAL AREA(as at 31 December 2013)

Netherlands 7,392 (80%)

Belgium 860 (9%)

Rest of Europe 344 (4%)

Rest of the world 620 (7%)

Total number of employees 9,216

EMPLOYEES BY DIVISION(as at 31 December 2013)

Subcontracting 4,142 (45%)

Car assembly 1,653 (18%)

Buses & coaches 1,777 (19%)

Finished products 1,504 (16%)

Head office in the Netherlands and Belgium 140 (2%)

Total number of employees 9,216

33

34

35

For Belgium, 2013 was an important year in which initial decisions were taken on achieving a balanced

situation for workers and operators. The most important changes for employees and employers relate to

the bringing into line of the regulations governing payment of the first day of illness and periods of notice.

The run-up period and effective agreement will be closely monitored by the various Works Councils.

Within the Belgian Works Councils, as always, the socio-economic issues remain an important topic of

discussion. The financial situation was averagely good at all companies, with a minor upsurge towards the

end of the year, in a number of businesses. In the PBW Committees, topics relating to improved safety and

welfare were particularly relevant. The obligation for establishing a plan within each company for keeping

the over 45s at work longer and more healthily led to open discussions. The combination of the activities

in our company and the ageing population mean that working on ergonomics and age awareness will be

major challenges for the next few years.

Corporate social responsibility

VDL Groep practices corporate social responsibility in many ways. As a family business, we have always

been greatly concerned about our living and working environment, so we see it as no more than logical

that we endeavour to find innovative ways of contributing to the sustainable development of our society.

We demonstrate our social responsibility in various ways, for example by sponsoring a range of sporting,

cultural and social events and associations, and through close cooperation with educational institutions

and government. Over the past year, many employees of VDL Nedcar have undertaken volunteer work

during the conversion period at the plant. In addition, VDL Groep supports a range of initiatives to

promote the technical sector and technical education. Two years ago, we launched our own training

programme for assembly work at the bus and coach companies. This programme was developed in

consultation with the Summa College in Eindhoven, and has proven a great success. A new group of

trainees started in 2013 and classes have been expanded to include assembly assignments at other VDL

companies. In 2013, we started preparations for an in-house plastics training programme in collaboration

with the Mikrocentrum and Summa College. This training programme will be launched in autumn 2014.

In-house training courses have been proved to be highly effective in achieving the perfect match between

education and practical requirements. In addition, sound learning and work supervision for young people

during their internship or graduation at VDL are essential. Employees are keen to pass on their knowledge

in order to maintain craftsmanship skills in the Netherlands. In 2013, in the Netherlands we employed 284

interns, at all levels.

In respect of industrial health and safety and the environment, VDL operates a sustainable policy. Energy

saving and waste prevention plans and the recycling of raw materials are constant areas of attention. VDL

is generally concerned with its employees’ wellbeing. We have our own disability case managers who strive

to establish a plan for each employee’s reintegration from day one, with special emphasis placed on a

personal approach. We also offer workplaces for employees with restricted capacities. For a range of

projects, we strive to achieve a win-win situation by deploying individuals who have been off the labour

market for some time. From a social point of view, we recognise the importance of ensuring that these

people also have an opportunity to participate in society.

Although the contribution by VDL to a range of products is often not obvious, because of our supplier’s

36

role, we do in fact produce essential components of products that make a contribution to improving the

living environment. Examples are the charger panels for electrical cars, a ceiling system for use in operating

theatres that enables surgeons to also take X-ray photographs during operations, a walking stick for the

visually impaired equipped with modern sensor and information technology, and machines for the

production of flexible solar cells and LED lighting. Examples of our own products that contribute to a

better living environment are the VDL Citea Electric, our electric public transport bus and the AGV, the

hybrid-powered port vehicle.

All new building and renovation projects at VDL are carried out sustainably, as far as possible. We for

example make use of sustainable materials, LED lighting that can be regulated depending on daylight

levels, ground loop heat exchange in the ground and the use of residual heat from the production process,

and solar panels on roofs. In installing new production lines, adjustments are made to further improve

sustainability with a view to reduced levels of materials, lower energy consumption and less environmental

burden. In other words, VDL strives to manufacture innovative products that are very smartly manufactured

in terms of costs, and also contribute to a more sustainable living environment.

Innovation

Our overall policy is focused on innovation in connection with products and production methods.

We continuously seek the best techniques and invest in the most advanced machinery. Every day we are

involved in the latest developments to strengthen our competitive position on the world market. We view

technical innovation as an integral part of innovative entrepreneurship. Creativity, daring and craftsmanship

are the key elements.

The head office of VDL Groep is based in Eindhoven, and subsidiary companies are concentrated in

southeast Brabant. This top technology region, Brainport Eindhoven, is an excellent home base for our

company. Here, we are able to realise high-tech products and projects in collaboration with educational

institutions, government and other companies. From this location, we have succeeded in establishing

unique collaborative ventures with various customers, in which we, as an authoritative supplier, provide

highly innovative technical solutions developed through open innovation.

In 2013, we spent 79 million euro on research & development and a total of 738 employees were involved

in R&D-related activities across all VDL companies. That places VDL Groep in 12th place in the Technisch

Weekblad index (Top 30 Business R&D 2014), making us one of the most innovative companies in the

Netherlands. Once again in 2014 we will be investing heavily in innovation, with a view to further

strengthening our position.

Strategy

VDL Groep aims at controlled development, in which the control of the organisation and the maintenance

of the financial position are the main considerations. The policy of VDL Groep is aimed at continuous

improvement of its competitive position. An essential aspect of this is the analysis and control of costs.

VDL Groep also endeavours to maintain the highest level of quality in all its subsidiaries. The investments

37

are therefore geared towards the renewal, improvement and expansion of the product range and the

production facilities. In addition, a priority in our personnel policy is to ensure internal promotion

possibilities for employees.

VDL Groep believes strongly in the importance of continuing manufacture in the Netherlands and the

Flanders region of Belgium, in a competitive manner. Through our investment in solid professional skills, as

well as in robotisation and automation, we aim to continuously improve our competitive position in the

international market. In addition, our industrial activities in Eastern Europe and Asia enable us to respond

to the specific wishes of our customers in terms of production in those regions. As a result of our sales

branches in various countries and our extensive network of importers and agencies, we are able to sell our

products worldwide. Despite the expansion of VDL Groep and the increasingly international character of

the company, VDL is and will remain a family business.

Prospects

Turnover in the first quarter of 2014 rose to 485 million euro, as compared to 451 million euro in the first

quarter of 2013. The result will also be clearly better than last year’s first quarter. The order book is also far

better filled at 669 million euro in week 13 of this year as compared to 485 million euro last year, and this

total is set to rise further, as we aim to start production of the MINI in the summer. The number of employees

also rose from 8,763 at the end of the first quarter in 2013 to 9,472 at the end of the first quarter of

2014. In respect of the 9,216 employees at year end 2013, this represents yet another new record.

All in all, in terms of turnover, result and number of employees, we expect the eventual outcome to be

higher in 2014 than in 2013. We have every confidence in our VDL Groep, and are convinced that this

year will be a success.

The dedication, knowledge and expertise of our employees and the cooperation with our company will

certainly enable use to achieve the expected growth.

Eindhoven, 16 April 2014

The Board of Directors,

Wim van der Leegte (Chairman)

Jan Karssen

Wim Maathuis

Jan Mooren

Theo Toussaint

Rini Vermeulen

38

39

We are delighted to present to the shareholders for adoption the

annual report for 2013 drawn up under the authority of the Board of

Directors. The annual accounts contained in the report were audited

by Govers Accountants in Eindhoven, and an approved accountant’s

statement was issued.

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 2013.

In 2013, the Supervisory Board convened five times in the presence of the Board of Directors. Members of the

Board regularly met face to face with members of the Board of Directors and the President. The Supervisory

Board convened once in the absence of the Board of Directors with a view to discussing the performance of the

Supervisory Board itself, its individual members and the Board of Directors. The normal annual consultation took

place with the external accountant, during which the opportunity was taken to discuss the summary of the

audit findings, the accountant’s report, the reporting systems and the financial administrative organisation of

the group. Members of the Supervisory Board each year attend a meeting of the Joint Works Council.

Jennifer Thomassen - van der Leegte joined the management team of VDL Groep on 1 October 2013 as

deputy director. In that connection, from that same date she stepped down as a member of the

Supervisory Board. The Supervisory Board currently consists of four members. Within the Supervisory

Board, no special commissions have been appointed.

During all meetings, the operation and financial state of affairs as compared to the budgets and other targets

for all individual companies and of the divisions to which those companies belong were discussed in detail.

The discussions included the outline of the strategic policy, the investment and acquisition policy, the

operating result, the internal management and control system of the company, social policy, the organisation

and the development of human resources and management development. During all meetings, intensive

discussions were held with the Board of Directors concerning the integration of VDL Nedcar, including the

agreements with BMW Group, the alterations to the plant and the installation of new production lines.

Once again in 2013, despite continuing difficult market conditions, VDL Groep achieved an excellent

result. Both turnover and employee numbers rose to record levels.

Lastly, we would like to express our appreciation to the Board of Directors, the Joint Works Council and all

the employees for the achieved result and for their dedication in 2013.

Eindhoven, 16 April 2014

The Supervisory Board,

Louis Deterink (Chairman)

Theo van Deursen

Arie Kraaijeveld

Lau Pas

R E P O R T O F T H E

S U P E R V I S O R Y

B O A R D

40

AUDITOR’S

REPORT

Statement concerning the abbreviated

annual accounts

The accompanying abbreviated annual accounts, consisting of

the consolidated balance sheet as at 31 December 2013, the

consolidated profit and loss account 2013, the statement of

source and application of funds for 2013 and the principles for

valuation and determination of result were derived from the

consolidated annual accounts for 2013 of VDL Groep bv. We

have issued an approved opinion together with the annual

accounts, in our auditor’s report dated 16 April 2014.

The abbreviated annual accounts do not contain all explanatory notes as required in accordance with Book

9 of the Dutch Civil Code 2. Inspection of the abbreviated annual accounts can therefore not take the

place of inspection of the audited annual accounts of VDL Groep bv.

Responsibility of the Board

The Board is responsible for compiling a summary of the audited annual accounts in accordance with the

principles as described in the explanatory notes.

Responsibility of the accountant

Our responsibility is to issue an opinion on the abbreviated annual accounts on the basis of our work,

undertaken in accordance with Dutch law, including Dutch Standard 810, ‘Assignments to report on

abbreviated financial summaries’.

Opinion

In our opinion, the abbreviated annual accounts, in all materially-relevant aspects, are consistent with the

audited annual accounts of VDL Groep bv for 2013, and comply with the principles as described in the

explanatory notes.

Eindhoven, 16 April 2014

Govers Accountants / Adviseurs

Paul van Vroonhoven RA

V D L G R O E P

S U B S I D I A R I E S

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42

VDL Groep bvBoard of Directors:

Wim van der Leegte (Chairman)

Jan Karssen

Wim Maathuis

Jan Mooren

Theo Toussaint

Rini Vermeulen

Deputy Directors:

Pieter van der Leegte

Jennifer van der Leegte

Willem van der Leegte

Wim van Bakel

Simon Bambach

Joost Govaarts

Rémi Henkemans

Henri Koolen

Bas van der Leegte

Hoevenweg 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 bvDirector: 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 nvDirector: 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

Support of all Belgian and French group companies

in the field of accounting and personnel matters.

VDL International bvDirector: 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.

VD Leegte Beheer bvDirector: 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 Dutch operating companies.

VDL Bus Beheer bvDirector: 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 bus and coach companies.

VDL Vastgoed bvDirector: Pieter van der Leegte

Hoevenweg 1

5652 AW Eindhoven, the Netherlands

T: +31 (0)40 - 292 50 00

F: +31 (0)40 - 292 50 43

Real estate company for VDL commercial real

estate.

VDL Participatie bvDirector: 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.

VDL Car Beheer bvDirector: 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 car assembly.

S U B S I D I A R I E S

43

VD Leegte Metaal bvDirector: 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 bvDirector: 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 bvDirector: 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 bvDirector: 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 stamping, bending and

drawing possible up to 800 tonnes, with integrated

finishing. Medium-sized and large series from

simple to complex metal parts with minimum

tolerances. Material thickness 0.10-10 mm.

(Robotic) welding, (CNC) spot welding, klinking,

3D laser cutting, automated assembly and

(sub)assembly.

VDL Laktechniek bvDirector: 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, wet painting, assembly

and warehousing. Fully-automated cataphoresis and

powder coating line including pre-treatment and

zinc phosphating.

VDL Belgium nvDirector: 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 150 mm diameter.

Production of insulated tubes. Tool shop, ultrasonic

cleaning and own wet-paint spray line.

VDL Technics bvDirector: 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 fully-automatic eccentric presses.

Engineering, project management and assembly.

VDL Kunststoffen bvDirector: 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 bvDirector: 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 and 3D pipe laser cutting, (robotic) welding

and soldering. Sheet-metal work, construction work

and assembly work.

S U B C O N T R A C T I N G

44

NSA Metaalindustrie bvDirector: 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 bvDirector: 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, manufacture,

testing and provision of service, overall logistics and

project management, as well as the design and

manufacture of filter and tank installations for the

agricultural and chemical industry.

VDL MPC bvDirector: 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, mechatronic components and

assemblies. Specialized in machine building,

(cleanroom) assembly of high-grade mechanical

components and modules. All common sheet-metal

working techniques such as laser cutting, punching,

welding, bending, turning, milling, spark machining

and degreasing of metal products.

VDL Parree bvDirector: 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 bvDirector: 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 bvDirector: Piet Sterrenburg

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

sheet metal and construction work. Cutting, sawing,

CNC punching, CNC laser cutting, CNC setting,

drilling, tapping, milling and all welding activities

such as robotic welding, welding (MIG/MAG/TIG),

spot welding and stud welding.

RPI Componenten bvDirector: 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, squaring and

cutting. Machining: turning, milling and drilling.

Mounting and mechanical assembly.

VDL Rotech SRLDirector: Silviu Nitulescu

Zona industriala NV str. 1 nr. 5

310419 Arad, Romania

T: +40 (0)257 - 25 66 43

F: +40 (0)257 - 22 03 00

info@vdlrotech.ro

Metalworking, specialized in CNC machining as

milling and turning. Production of welded

constructions and assembly work. Thin sheet-metal

work: cutting, stamping and spot welding.

VDL Systems bvDirector: 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 OEMs who produce

Food Processing Equipment. Specialized in the

processing of stainless steel and aluminium.

VDL Postma bvDirector: 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 bending, rolling, (robotic) welding and

machining. Powder coating including chemical

pre-treatment by means of separated immersion

baths for steel and aluminium.

S U B C O N T R A C T I N G

45

VDL Industrial Modules bvDirector: 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 sheet-metal processing,

(cleanroom) assembly and testing of high-quality

modules and systems. With a strong focus on

integral cost-price-control, logistics and minimizing

financial risks in the supply chain. Design and

production of dynamic and static road signs.

VDL Konings bvDirector: 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 industry.

Development, production and supply chain

management of modules and systems for OEMs for

example in the medical sector. Certified welding

and large-format mechanical processing including

turning, milling, boring and drilling.

VDL Wientjes Roden bvDirector: 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 high-quality

plastic products. Various processing techniques,

including vacuum forming, CNC machining, laser

cutting, welding, gluing and assembly.

VDL Wientjes Emmen bvDirector: 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 high-quality

plastic products. Production techniques: injection

moulding of (fibre-reinforced) thermoplastics, gas

injection, 2-components and in-mould labelling.

Hot-pressing of thermoharders (polyester) and

assembly. Producer of sheet moulding compound

(SMC), a glass fibre-reinforced polymer semi-

manufacture.

VDL Services bvDirector: 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 bvGeneral director: Simon Bambach

Technical director: Guustaaf Savenije

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 seven VDL ETG

branches in Eindhoven, Almelo, Singapore and

Suzhou (China) is located in Eindhoven. In addition,

new business development and key account

management, technology, engineering and

purchasing are organised centrally.

VDL Enabling Technologies Group Eindhoven bvDirector: Wil-jan Schutte

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.

VDL ETG Research bvDirector: Jadranko Dovic

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 bvDirector: Arie van Kraaij

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.

S U B C O N T R A C T I N G

46

VDL ETG Technology & Development bvDirector: Geert Jakobs

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

Development organisation responsible for the

development of high-tech mechatronic (sub)

systems and the further optimisation of production

processes within VDL ETG to ensure the provision

of optimum systems to meet customer needs.

VDL Enabling Technologies Group Almelo bvDirector: Sander Verschoor

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 LtdDirector: Wu Yong Lin

259 Jalan Ahmad Ibrahim

Singapore 629148

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 LtdDirector: Ton de Haan

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 bvDirector: William van Hout

Handelsweg 21

5527 AL Hapert, the Netherlands

T: +31 (0)497 - 33 11 00

F: +31 (0)497 - 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 bvDirector: 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

Production of small and large series of composites

(carbon and glass fibre-reinforced plastic) and

polyurethane. These products serve the medical

market (patient table tops for X-ray and MRI

equipment and accessories). Also the development

and production of high-tech machine components,

lightweight composite parts and composite

sandwich panels for the defence sector, transport

sector, aerospace and container building.

S U B C O N T R A C T I N G

47

VDL Nedcar bvGeneral director: Joost Govaarts

Technical director: Karel Bouckaert

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.

C A R A S S E M B L Y

48

49

VDL Bus & Coach bvDirector: Rémi Henkemans

De Vest 7

5555 XL 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 bvDirector: 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 bvDirector: 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 van luxury coaches,

doubledeckers, VIP coaches, regional buses and

special projects.

VDL Bus Heerenveen bvDirector: 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 bvDirector: 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 nvDirector: 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.

VDL Bus Valkenswaard bvDirector: 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 bvDirector: Willem van der Leegte

De Vest 3

5555 XL Valkenswaard, the Netherlands

T: +31 (0)40 - 208 44 90

F: +31 (0)40 - 208 44 85

info@vdlbuscoach.com

www.vdlbuscoach.com

Sales and after sales for all VDL Bus & Coach

products in the Netherlands.

VDL Bus & Coach France sarlDirector: 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 unicoDirector: 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 BelgiumDirector: 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.

VDL Bus & Coach Polska Sp. z o.o.Director: Bolesław Piekorz

Straszków 121

62-604 Kościelec, 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 GmbHDirector: 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.

B U S E S & C O A C H E S

50

VDL Bus & Coach Danmark A/S Director: John Lausen

Naverland 21

2600 Glostrup, Denmark

T: +45 70 23 83 23

F: +45 70 23 84 23

info@vdlbuscoach.dk

www.vdlbuscoach.com

Sales, aftersales and parts for all VDL Bus & Coach

products in Denmark.

VDL Bus Center bvDirector: 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 GmbHDirector: 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 sarlDirector: 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 bvDirector: Ton Behr

De Vest 3

5555 XL Valkenswaard, the Netherlands

T: +31 (0)40 - 208 44 60

F: +31 (0)40 - 208 44 80

info@vdlbusland.nl

www.vdlbuscoach.com

Specialized workshop for the maintenance, repair

and damage repair of all makes of coaches and

buses.

VDL Bus & Coach Service FRY-ZHN bvDirector: Ton Behr

De Vest 3

5555 XL Valkenswaard, the Netherlands

T: +31 (0)40 - 208 44 60

F: +31 (0)40 - 208 44 80

info@vdlbuscoach.com

www.vdlbuscoach.com

Specialist workshop for maintenance, repair and

damage repair for coaches, buses and other

transport equipment.

VDL Parts bvDirector: 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 sale, logistics and

information provision for all original VDL Bus &

Coach spare parts and related accessories.

Advanced Public Transport Systems bvDirector: 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 high-quality

public transport systems.

B U S E S & C O A C H E S

VDL Bus & Coach (Suisse) GmbHDirector: 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) LtdDirector: 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. BeogradDirector: Branislav Radovanović

Gandijeva 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.

51

F I N I S H E D P R O D U C T S

VDL Agrotech bvDirector: 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 bvDirector: 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 bvDirector: 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 UKDirector: Darren Dowsett / Peter de Vos

Unit 1-3, The Barford Exchange

Wellesbourne Road, Barford,

Warwickshire, CV35 8AQ, Great Britain

T: +44 (0)1926 - 2 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 GmbHDirector: Peter de Vos

Max Planck Straße 38

50858 Köln, Germany

T: +49 (0)2234 - 988 23 110

F: +49 (0)2234 - 988 23 122

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 ABDirector: Peter de Vos

Flygfältsgatan 16A

423 37 Torslanda, Sweden

T: + 46 (0)733 90 90 83

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 bvDirector: 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. Sale of accessories for

the tanning market. Development, production and

assembly of car roof boxes and bicycle carriers.

VDL Klima bvDirector: 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

(incl. air/air coolers, air/water coolers, box coolers,

shell and tube heat exchangers) and ventilation

systems for various applications such as electrical

propulsion systems and power generators,

transformers & converters.

Klima Warmtetechniek nvDirector: 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 France sarlDirector: 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 nvDirector: 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,

skids and separation modules for the chemical,

petrochemical, oil and gas industry. Production of

high-voltage masts.

52

VDL Delmas GmbHDirector: 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 bvDirector: 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

installation of hydraulic container-handling systems

(hook-arm systems, skip loaders and cable systems),

container trailers and containers. Development,

production, sales and repair of spreaders and AGVs

for handling 20, 40 and 45 feet ISO containers.

VDL Containersysteme GmbHDirector: Frans van Dommelen

Oberer Westring 2

33142 Büren, Germany

T: +31 (0)497 - 38 70 50

F: +31 (0)497 - 38 68 55

sales@vdlcontainersyst.nl

www.vdlcontainersystemen.com

Sales and after sales of container handling systems

and trailers in Germany.

VDL Weweler bvDirector: Dick Aalderink

Ecofactorij 10

7325 WC Apeldoorn, the Netherlands

T: +31 (0)55 - 538 51 00

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 nvDirector: 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 bvDirector: Danny Orgers

Kanaal Zuid 120

7332 BD 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 ASDirector: 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.

F I N I S H E D P R O D U C T S

PMB-UVA International bvDirector: 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 IncDirector: 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 Ring)

Dubai Airport Free Zone,

United Arab Emirates

Sales, after sales and service of VDL products in the

Middle East.

V D L G R O E P

F I N A N C I A L R E P O R T

2 0 1 3

53

54

Assets 31 December 2013 31 December 2012

Fixed assets

Intangible fixed assets

Goodwill 398 481

Tangible fixed assets

Buildings and land 462,728 421,228

Machinery and installations 82,287 88,180

Other fixed assets 36,373 36,766

581,388 546,174

Financial fixed assets

Participations 41,827 35,033

Other financial fixed assets 3,493 2,579

45,320 37,612

Current assets

Stocks

Raw materials and consumables 96,961 136,099

Work in progress and projects 178,905 35,227

Finished products and commodities 109,364 98,766

385,230 270,092

Accounts receivables

Trade debtors 255,007 308,085

Taxes 10,297 0

Other receivables and accrued income 9,316 19,444

274,620 327,529

Cash at bank and in hand 95,923 221,781

1,382,879 1,403,669

C O N S O L I D A T E D B A L A N C E (x 1,000 euro)

55

Liabilities 31 December 2013 31 December 2012

Group capital

Shareholders’ equity 854,350 788,049

Third party interests 0 431

854,350 788,480

Provisions

Pension provisions 1,545 1,527

Warranty provisions 28,892 27,415

Taxation provisions 36,585 42,630

Other provisions 81,011 142,013

148,033 213,585

Long-term liabilities

Debts to credit banks 77,632 143,646

Current liabilities

Debts to credit banks 12,200 17,914

Debt to suppliers 174,948 145,983

Taxes and social security contributions 26,286 20,449

Other debts and deferred liabilities 89,430 73,612

302,864 257,958

1,382,879 1,403,669

56

2013 2012

Net turnover 1,632,108 1,628,857

Changes in stocks 139,832 -34,914

Inter-company trading 1,019 2,425

Other operating income 95,678 8,825

Total operating income 1,868,637 1,605,193

Costs of raw materials and consumables 941,409 854,994

Subcontracted work and other external costs 273,455 235,580

Salaries and wages 389,654 303,094

Social security contributions and other personnel costs 102,141 80,201

Depreciation of (in)tangible fixed assets 47,326 32,490

Other operating costs 19,042 11,427

Total operating costs 1,773,027 1,517,786

Operating profit 95,610 87,407

Financial expenses -5,349 -9,045

Profit on ordinary activities 90,261 78,362

Profit on non-consolidated shareholdings 7,766 -2,683

Profit before tax 98,027 75,679

Tax -7,341 -19,923

Third party interests -2,104 999

Net profit after tax 88,582 56,755

C O N S O L I D A T E D P R O F I T

A N D L O S S A C C O U N T (x 1,000 euro)

57

2013 2012

Source of funds

Profit appropriation 88,582 56,755

Depreciation (in)tangible fixed assets 47,326 32,490

Change to consolidated participations 99 158,420

Other financial fixed assets transactions 826 751

Long-term loans taken up - 110,000

Changes in provisions - 27,623

136,833 386,039

Application of funds

Third party interests 431 981

Investments minus desinvestments 82,457 61,546

Repayment on long-term loans 66,014 22,358

Changes in provisions 67,290 -

Change to non-consolidated participations 6,796 10,292

Other changes in equity 22,380 21,251

245,368 116,428

Changes in working capital -108,535 269,611

S T A T E M E N T O F S O U R C E A N D

A P P L I C A T I O N O F F U N D S (x 1,000 euro)

58

P R O V I S I O N S

General

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.

59

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. Costs of repair and maintenance are charged

directly to the result.

Financiële vaste activa

Shareholdings are valued at their share in the net asset value. The value of assets, liabilities and profit of shareholdings in which

the company has a controlling interest are determined in accordance with the principles applicable to these annual accounts.

Claims on group companies and minority interests and other financial fixed assets are valued at nominal value or market value, if

lower. Also included under financial fixed assets, due to the available forward offset of losses, is part of the deferred tax credit that

cannot be set off against deferred tax obligations. Expectations are that this deferred tax credit will not be settled in the near

future. For the applicable valuation principles, refer to the paragraph on deferred tax credits and obligations.

Stocks

Stocks of raw materials and consumables are valued at fixed transfer prices based on the last known purchase price plus various

surcharges. If necessary, a provision for non-saleability is established. Work in hand (including semi-finished products and

development costs of new products) is valued on the basis of the overall cost price of the materials processed and hours worked,

less a provision for obsolete stock and expected losses. Invoiced instalments are deducted. Stocks of finished products and

commodities are valued at the cost price or fixed transfer price, based on the last known purchase price plus various surcharges,

minus the provision considered necessary for nonsaleability.

Project work in hand

Project work in hand undertaken on behalf of third parties is valued on the basis of realised project costs plus attributable profit

and less processed losses and invoiced instalments. The attributable profit is determined on the basis of individual assessment of

the executed proportion of the project. If the result on project work in hand cannot be reliably estimated, no profit is attributed.

Project costs comprise the costs relating directly to the project, the costs attributable to project activities in general and attributable

to the project, and other costs that can be contractually attributed to the client

60

Accounts receivable

Receivables including taxes and prepayments and accrued income are initially valued at face value, and subsequently at the

amortised cost price. The face value and amortised cost price are equal to the nominal value. Any provisions considered

necessary for bad debts are deducted. Provisions are determined on the basis of individual assessment of the accounts receivable.

Accounts receivable also includes a share of the deferred tax credit that cannot be set off against the deferred tax obligations,

due to the available forward offset of losses. Expectations are that this deferred tax credit will be settled in the near future.

Provisions

The pension provision is valued at cash value. The other provisions mainly concern warranty obligations, bridging loans,

reorganization, maintenance of buildings, soil remediation and anniversary benefits. Provisions are taken at the current value of

the estimated obligations.

Deferred tax credits and obligations

Deferred tax obligations relate to future tax obligations resulting from the differences between the valuation of the assets and

liabilities according to the balance sheet and the valuation for tax purposes of said items. Deferred tax obligations are

calculated in line with the current rate of corporation tax, and at 15% with regard to the revaluation of company buildings.

Deferred tax credits relate to future tax credits due to the available forward offset of losses and are calculated in line with the

current rate of corporation tax. If and to the extent that such can be legally justified, the deferred tax credits ensuing from the

available forward offset of losses are set off against the deferred tax obligations. If such offset is not possible, the deferred tax

credits are booked as financial fixed assets or receivables, depending on the anticipated time of settlement.

Other assets and liabilities

Other assets and liabilities are entered at face value.

Accounting principles for determining the result

Taking the aforementioned principles into account, the result is determined as the difference between the sales value of goods

and services supplied during the financial year and the costs and other expenses valued at historical cost price. Profit is viewed

as realised at the time of delivery and with project work in hand, in accordance with the valuation principles. Losses are

recorded as soon as they become known.

Profits from non-consolidated shareholdings

Profits from non-consolidated shareholdings are accounted for in accordance with the net assets method.

Tax

Tax on profit is calculated at the nominal rate applicable to the financial year in question, whereby tax facilities are taken into

account.

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