1 October to 30 September Earnings 2009/2010 Cash Flow 30 September Financial Position 2010 Demag Cranes AG Employees Shares Demag Cranes AG

Transcription

1 Advancing Together Annual Report 2009/2010

2 Group Key Figures Demag Cranes has established itself as one of the world s leading manufacturers of premium products in the sectors of industrial cranes, crane components, harbour cranes and terminal automation technology. We also offer a wide range of services. Our two brands Demag and Gottwald stand for technology and innovation leadership as well as top quality and reliability. Demag Cranes has production facilities in 16 countries and is represented in more than 60, serving customers in more than 100 countries. 1 October to 30 September Earnings in EUR million 2009/ /2009 Order intake % Order book as at end of period % Revenue , % Of which inside Germany 20.5 % 22.2 % 1.7 % pts outside Germany 79.5 % 77.8 % 1.7 % pts Gross profit % in % of revenue % pts Operating EBITDA % Operating EBIT % in % of revenue % pts EBIT % Operating net income after tax % Operating earnings per share (in EUR) % Net income after tax n/a Earnings per share (in EUR) n/a Cash Flow in EUR million Cash flow from operating activities % Cash flow from investing activities % Of which capital expenditure % Free cash flow before financing % Financial Position in EUR million 30 September September 2009 Total assets % Net working capital % Net debt n/a Equity % Equity ratio in % % pts Gearing in % % pts Employees Employees 3 5,711 5, % Of which inside Germany 2,734 2, % outside Germany 2,977 3, % Shares Number of shares (in million) Market capitalisation (in EUR million) % Dividend per share (in EUR) Closing share price (in EUR) % 1 Adjusted to reflect the effects of operating adjustments. 2 Adjusted to reflect the effects of operating adjustments and tax effects. 3 Employees as at the end of the period, excluding tempoary employees, apprentices and trainees. 4 As per XETRA closing. 5 Dividend proposal for the Annual General Meeting 2011.

3 1. 2. Advancing Together Cover 1. Training instructor team for Demag and Gottwald brand products 2. Meeting of service managers from Germany, China, USA and UAE 3. Advancing together: our common goal for the integrated Group 4. Component production manager, Chakan, India 5. Teamwork at our Brazilian subsidiary, Cotia, São Paulo 6. Production worker at our Wetter plant Segment Key Figures Industrial Cranes In the Industrial Cranes segment, Demag Cranes manufactures highquality components, such as rope and chain hoists, travel units and motors and complete cranes. We make a distinction between cranes that are made of standardised modules for industrial infrastructure applications (Standard Cranes), and cranes that are designed for use in the customer s specific production processes (Process Cranes). With its highly flexible KBK crane construction kit, which is primarily used in industries with changing production requirements (e.g. the automotive industry), Demag Cranes is the world market leader. Earnings in EUR million 2009/ /2009 Order intake % Order book as at end of period % Revenue % Operating EBIT % in % of revenue % pts Employees 2 3,119 3, % Port Technology The products and services offered by our Port Technology segment provide customised solutions to enhance material flow and logistics processes at ports and in terminals. The products we offer range from Mobile Harbour Cranes, in which we lead the global market, to the automation of container transport and storage activities. In addition, Demag Cranes develops and supplies the necessary navigation and control software, making it the only provider of integrated solutions in the terminal automation sector. The segment also offers port and terminal operators planning and advisory services as well as specialised simulation and emulation facilities. Port Technology products are manufactured in Düsseldorf. Earnings in EUR million 2009/ /2009 Order intake % Order book as at end of period % Revenue % Operating EBIT n/a in % of revenue % pts Employees %

4 Services Demag Cranes operates one of the world s largest service networks for cranes and hoists made by all manufacturers. This enables us to provide our customers quickly with comprehensive services to repair, refurbish and to ensure safe, efficient operation. Demag Cranes also supplies any spare parts required, and acts as an outsourcing partner to meet long-term full service contracts for its customers. With more than 660,000 electric cranes and hoists, Demag Cranes has the largest installed base in the world. Earnings in EUR million 2009/ /2009 Order intake % Order book as at end of period % Revenue % Operating EBIT % in % of revenue % pts Employees 2 1,697 1, % 1 Adjusted to reflect the effects of operating adjustments. 2 Employees as at the end of the period, excluding temporary employees, apprentices and trainees. Segments proportion of total revenue in percent 2009/ Industrial Cranes 32.3 Services 20.4 Port Technology

5 Table of Contents Working Together Advancing Together 2 CEO Letter to our Shareholders 4 The Management Board 8 Report of the Supervisory Board 10 Demag Cranes Group 16 Boosting Productivity Together 16 Making our Technology Leadership Sustainable Together 20 Facilitating Global Growth Together 24 Products at a Glance 28 Demag Cranes AG Shares 30 Corporate Governance 34 Management Report 44 Foreword 46 Business and Environment 46 Business Performance of the Demag Cranes Group and its Segments in Financial Year 2009/ Demag Cranes Group Financial Review 72 Demag Cranes AG Financial Review 80 Development of Non-Financial Success Factors 82 Risk Report 90 Sustainability 97 Report on Post-Balance Sheet Date Events 97 Forecast Report 98 Consolidated Financial Statements 104 Statement of Comprehensive Income 107 Statement of Financial Position 108 Statement of Changes in Equity 110 Cash Flow Statement 112 Notes to the Consolidated Financial Statements 113 Notes to the Statement of Comprehensive Income 132 Notes to the Statement of Financial Position 136 Other Disclosures 161 Responsibility Statement 178 Auditors' Report 179 Appendices to the Consolidated Financial Statements 180 Additional Information 188 Glossary 188 Index 190 Financial Calendar Publisher's Note 192 Making our Technology Leadership Sustainable Together After over 1,000 patent registrations we could have rested on our laurels, but that goes against the grain. Our drive to innovate cannot simply be switched off. 16 Boosting Productivity Together The whole is more than the sum of its parts. This is a phrase that applies particularly to a production environment and we are showing the way Facilitating Global Growth Together The dynamism inherent in the emerging markets is breathtaking. We are blending our strengths and setting the scene for a successful future for our company.

6 2 Demag Cranes AG Working Together Advancing Together Integration proceeds apace. Since May 2010, we have been experiencing the new organisational and management structure of the integrated Group. The objectives are clearly defined. We aim to use existing resources even more efficiently and involve each and every one of us in contributing experience and skills. The potential benefits are great. We are able to draw on around 5,700 qualified, talented individuals. The team benefits from the solid foundations underpinning our two brand names, Demag and Gottwald, and the extensive histories of our companies. Now, as we look to the future, our aim is to shape the new company together, imbue it with a harmonised corporate culture which is all the more powerful due to its individual origins and which embodies the vision expressed through our mission statement: we aim to be the first choice in our chosen markets.

7 Annual Report 2009/2010 Advancing Together 3 A meeting of cultures: teamwork in the integrated Group.

8 4 Demag Cranes AG CEO Letter to our Shareholders Dear Shareholders, Financial year 2009/2010 was dominated initially by the continuing effects of the global economic and financial crisis. Due to the late cyclical nature of our industry, the first quarters were severely impacted, with the effects of the crisis showing through in revenue and earnings in particular. However, as the economy recovered, order books steadily improved to the extent that we were able to almost completely abandon the short work-week. Thanks not least to the cost savings delivered by our successful restructuring programme, we fully achieved our targets in financial year 2009/2010. At EUR million, Group revenue came in slightly ahead of the approximately EUR 900 million forecast in the interim report for the third quarter of financial year 2009/2010. At some EUR 54.2 million, Group operating EBIT also exceeded our guidance range of EUR 45 million to EUR 50 million. In light of the positive business performance in the past financial year, the Management and Supervisory Boards have jointly decided to propose a dividend of EUR 0.60 per share for financial year 2009/2010 at the Annual General Meeting. This puts the dividend payout ratio at some 42 percent of Group operating net income after tax and marks a return to our policy of distributing a dividend after the crisis last year forced us to suspend payouts. For future years, we intend to retain the same basic policy of distributing attractive dividends according to Group operating earnings. In the past financial year, we made good progress towards our goal of building an integrated Demag Cranes Group. As part of our successful restructuring acitivities, Aloysius Rauen Chief Executive Officer (CEO) and Member of the Board with responsibility for Services

9 Annual Report 2009/2010 CEO Letter to our Shareholders 5 Management Board

10 6 Demag Cranes AG We are planning strong expansion of our business in the growth markets. we began in May of this year to implement our planned management organisation. Under this structure, managers are responsible for operational functions such as production, sales and services worldwide and on behalf of the entire Group. This has made decision-making processes considerably shorter, eliminated redundancies and significantly increased the efficiency of the Demag Cranes Group. Pooling expertise, in teams which in some cases are new, enables problems to be approached from different angles and facilitates the development of creative solutions. Each individual brings his or her professional experience to the work currently in hand, thereby fostering a new corporate culture based on our subsidiaries successful roots. The popularity of employee involvement initiatives, such as Group-wide ideas management and structured interviews aimed at developing our corporate culture, underscores my firm belief that we have chosen a successful path to an integrated group. Focusing on our customers and their needs is a key element of our strategy. This means devoting even greater attention to customers processes and value chains locally based on our global presence and working together with them to develop solutions that promise real added value. In this context, we are expanding the global footprint of activities such as research and development into areas that are the focus of the Company s growth. In countries such as India, China and South Africa, we have established teams of international engineers who concentrate on the market conditions and customer requirements specific to their region. Growth markets also offer excellent opportunities to establish the Group in the mid-segment product range by offering solutions tailored to customers individual requirements. In China, we recently applied for the first Sino-German patent for a mid-segment rope hoist, a major achievement attributable to international teamwork with a clear focus on growth markets. Our success in these endeavours depends primarily on having a highly motivated team with superlative skills. At this point, I would therefore like to thank our employees for their performance and commitment, particularly in tackling the crisis during the past financial year. A good team is able to switch very quickly from defence to attack. Our team has demonstrated this skill to stunning effect, firstly by successfully implementing a radical and far-reaching restructuring programme to safeguard the Group s future and, secondly, by focusing fully on translating the burgeoning upturn into commercial success. This achievement on the part of our team did not go unnoticed outside the Company, either. Back in May of this year, financial investors Cevian Capital acquired more than ten percent of the Company s share capital, saying that it believed Demag Cranes AG shares were severely undervalued. In the further course of the financial year, the Management Board of Demag Cranes AG received preliminary and conditional non-binding indications of interest from foreign companies regarding a possible

11 Annual Report 2009/2010 CEO Letter to our Shareholders 7 Management Board takeover. After carefully examining these unsolicited expressions of interest, it decided, in agreement with the Supervisory Board, that further discussions with the relevant parties were not in the interest of the Company or its shareholders. Under our clear standalone strategy, we are primarily targeting robust business expansion in emerging markets through the launch of new product lines combined with significant growth in profitable service business. Our goal is to become number one in our industry in cash flow and profitability through organic growth and acquisitions. In particular, our successful service activities with the largest installed base of cranes and strongest spare parts business in the industry are an excellent starting point towards this goal. financial year 2007/2008 (EUR 1,225.8 million). The new emerging-market product families mentioned elsewhere are planned to deliver another sharp jump in revenue in financial year 2014/2015. The changes in cost structure will also allow us once again to attain substantial improvements in operating EBIT. Subject to meeting the revenue target, we expect the Group operating EBIT margin to be back above ten percent as early as financial year 2012/2013. We anticipate that this will rise sharply again with the significant planned revenue growth in financial year 2014/2015. For further details, please see the Forecast Report starting on page 98 at seq. Yours sincerely, The Demag Cranes Group has a solid overall financial base. We are practically debt-free and, following our successful restructuring, cost-efficient, too. We are already well positioned in key markets. In recent years, we have honed Demag Cranes competitive edge by investing in products that are ready to meet the needs of the future, such as the container transport vehicle driven by a battery-electric drive train, and innovative services. Aloysius Rauen CEO Given the positive economic outlook, we expect to regain strong rates of revenue growth in the next two financial years. No later than financial year 2012/2013, Group revenue is budgeted to reattain the record level reached in

12 8 Demag Cranes AG The Management Board Thomas H. Hagen Member of the Board with responsibility for Industrial Cranes and Port Technology Rainer Beaujean Member of the Board and Chief Financial Officer (CFO)

13 Annual Report 2009/2010 The Management Board 9 Management Board Aloysius Rauen Chief Executive Officer (CEO) and Member of the Board with responsibility for Services

14 10 Demag Cranes AG Report of the Supervisory Board During the course of financial year 2009/2010, the Supervisory Board of Demag Cranes AG fulfilled its obligations as required by law, the Articles of Association and the Rules of Procedure. We both advised and monitored the Management Board in its management of the Company. The Management Board provided us with regular, prompt and comprehensive information in verbal or written form, in particular on business development in the individual segments, the position of the Group, proposed business policies, corporate planning and strategy, the profitability of the Company, the current status of the restructuring programme s implementation, risk management and compliance. The Supervisory Board was involved at an early stage in matters and decisions of fundamental importance to the Company. If a transaction or action by the Management Board required the approval of the Supervisory Board, it was presented by the Management Board in the proper manner and decided upon by the Supervisory Board. In my capacity as Chairman of the Supervisory Board, I regularly discussed and exchanged views and information on topics and issues of relevance to the Company with the Management Board, particularly the Chairman of the Management Board, also outside the Supervisory Board meetings. Thus, I always learned immediately of any events that could be of major significance to evaluating the Group s position and prospects. Burkhard Schuchmann Chairman of the Supervisory Board

15 Annual Report 2009/2010 Report of the Supervisory Board 11 Supervisory Board

16 12 Demag Cranes AG The Supervisory Board held five meetings during financial year 2009/2010: on 4 December 2009, 2 March 2010, 7 May 2010, 6 August 2010 and 3 September On 9 October 2009 and in current financial year 2010/2011 on 11 November 2010, it also adopted resolutions in writing without meeting. Main Points of Discussion at the Meetings of the Full Supervisory Board On a quarterly basis, the Management Board reported to the Supervisory Board meetings on business development and the position of the Company. In this context, the Management Board also informed the Supervisory Board about instances where business had not developed in line with corporate planning, at the same time indicating the reasons for this. In addition, the committee chairmen regularly briefed the Supervisory Board meetings on the work being carried out by the committees. On 9 October 2009, the Supervisory Board resolved to approve the rolling multi-year planning (over five years) presented by the Management Board on the basis of the Annual Budget for 2009/2010. At the Supervisory Board meeting held on 4 December 2009, we approved both the Financial Statements and the Consolidated Financial Statements for financial year 2008/2009 and followed the Management Board proposal on the appropriation of net income for financial year 2008/2009. As well as receiving the Management Board s report on current business developments, the Supervisory Board meeting on 2 March 2010 mainly prepared for the Annual General Meeting that was to take place after that Supervisory Board meeting. The main point of discussion at the Supervisory Board meeting on 7 May 2010 was the strategic focus of the Demag Cranes Group. We also dealt with issues related to Management Board remuneration for the period after the current Matching Stock Program expires. On 6 August 2010, the Supervisory Board held an extraordinary meeting at which the Management Board informed the Supervisory Board that a preliminary, nonbinding expression of interest had been received from a foreign company regarding the acquisition of Demag Cranes AG shares and discussed with the Supervisory Board the further course of action in this matter. The current status of the aforementioned expression of interest and the next steps in this regard were discussed at length again at the Supervisory Board meeting on 3 September The Supervicory Board agreed with the Management Board that further discussions with the relevant parties were not in the interest of the Company or its stakeholders. This meeting also resolved to transfer to the General Committee certain functions related to advising and monitoring the Management Board when carrying out transactions. We also approved the Annual Budget for 2010/2011 presented by the Management Board and the rolling multi-year planning. At the same meeting, the Management Board reported in depth on Demag Cranes AG s corporate strategy, which is fully supported by the Supervisory Board. The Supervisory Board was also presented with a transaction requiring its approval, namely the inclusion of Kranservice Rheinberg GmbH in Demag Cranes AG s consolidated tax group. This was approved. In accordance with the current version of the German Corporate Governance Code, we also set objectives for the future composition of the Supervisory Board. These objectives are described in detail in the Corporate Governance Report on pages 34 to 43 of this Annual Report. In new financial year 2010/2011 on 11 November 2010, we resolved to approve the refinancing of Demag Cranes AG proposed by the Management Board. In preparation, details of the refinancing had already been discussed at the preceding meetings of the Supervisory Board and in particular the Audit Committee. At the first Supervisory Board meeting of the current financial year, held on 3 December 2010, we approved both the Financial Statements and the Consolidated Financial Statements for financial year 2009/2010 and followed the Management Board proposal on the appropriation of net income for financial year 2009/2010. We also received and approved the Management Board proposal regarding the convening of and agenda for the Company s forthcoming Annual General Meeting and adopted our proposals regarding the resolution of the items on the agenda. At the Supervisory Board meeting on 2 March 2010, one member of the Supervisory Board sent apologies for his absence. The other Supervisory Board meetings were attended by all members of the Supervisory Board. There were no conflicts of interest involving members of the Management or Supervisory Boards in financial year 2009/2010.

17 Annual Report 2009/2010 Report of the Supervisory Board 13 Activities and Meetings of the Committees The Supervisory Board has formed a total of four committees: the Mediation Committee required to be formed by Section 27 (3) of the German Co-determination Act (MitbestG), the General Committee, the Audit Committee and the Nominations Committee. The committees primarily prepare topics and resolutions for meetings of the full Supervisory Board. In some cases, they also have decision-making powers transferred to them, insofar as the law permits, by the Supervisory Board. With the exception of the Nominations Committee, the committees each have four members, of whom two are employee representatives and two are employer representatives. The Nominations Committee comprises all six shareholder representatives on the Supervisory Board. The Mediation, General and Nominations Committees are chaired by the Chairman of the Supervisory Board. The Audit Committee is chaired by Prof. Dr. h. c. Karlheinz Hornung. Specifically, the General Committee prepares the personnel-related decisions of the Supervisory Board, such as the terms of Management Board members employment contracts including their remuneration, the appointment and dismissal of Management Board members and the nomination of the Chairman of the Management Board. Since the German Act on the Appropriateness of Management Board Remuneration (VorstAG) came into force the full Supervisory Board takes the final decisions on issues relating to Management Board remuneration. The General Committee held three meetings during the reporting period and on 5 February 2010 adopted a resolution in writing without meeting. The main purpose of the first meeting of financial year 2009/2010 and the decision taken in writing by circular resolution was to draw up proposals for the full Supervisory Board so that targets could be set for the variable remuneration of the members of the Management Board for financial year 2009/2010. The General Committee meeting held in May 2010 dealt with issues related to Management Board remuneration for the period after the current Matching Stock Program expires. At its last meeting in financial year 2009/2010, the General Committee, in accordance with its newly assigned remit, discussed with the Management Board the further course of action on the basis of preliminary and conditional non-binding indications of interest from foreign companies regarding the acquisition of Demag Cranes AG shares and also agreed with the Management Board in this respect that further discussions with the relevant parties were not in the interest of the Company or its stakeholders. The Audit Committee prepares the Supervisory Board s decision on the adoption of the Financial Statements and the approval of the Consolidated Financial Statements. To this end, it is responsible for conducting a preliminary audit of the Financial Statements and Consolidated Financial Statements, the Management Reports and the proposal on the appropriation of net income. The Audit Committee also discusses the half-yearly and quarterly financial reports with the Management Board prior to their publication and deals in particular with risk management and compliance issues. The Audit Committee met four times in total in the past financial year. At its first meeting of financial year 2009/2010, it dealt with the preliminary audit of the 2008/2009 Financial Statements and Consolidated Financial Statements, the corresponding Management Reports and the Management Board proposal on the appropriation of net income. At the subsequent meetings, the Audit Committee discussed the preliminary quarterly results and obtained information in particular on the current status of risk management and compliance. The meeting on 30 April 2010 dealt with the results of an informal review by Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft as at 31 March The Chairman of the Audit Committee has at no time been a member of the Company s Management Board, is independent and, as a result of his education and professional experience, has appropriate accounting and auditing expertise. The Nominations Committee did not meet in financial year 2009/2010. Once again, there was no reason during the past financial year to convene a meeting of the Mediation Committee pursuant to Section 27 (3) of the German Co-determination Act (MitbestG). The first meeting of the Audit Committee in current financial year 2010/2011 took place on 29 November Here, the Audit Committee dealt in particular with the preliminary audit of the Financial Statements and Consolidated Financial Statements of the Company for financial year 2009/2010, the combined Management Report and the Management Board proposal on the appropriation of net income. At the meeting, the Management Board also reported on the results of the restructuring programme as per 30 September In this context, emphasis is placed on the constructive co-operation between the management and employee representatives in the Demag Cranes Group, which is characterised by open communication and mutual trust and without which the successful implementation of the restructuring programme would not have been possible. At the same meeting, the Audit Supervisory Board

18 14 Demag Cranes AG Committee decided on its recommendation for the proposal to elect the auditors for financial year 2010/2011. According to Section 319 a (1) 4 German Commercial Code (HGB), the review partner of the existing auditors must be excluded from the audit of a company if he has already been responsible for the audit of the company for several years. Furthermore, the Audit Committee also believes it is appropriate to change the auditing company at certain intervals. In view of this, the Audit Committee recommended that the Supervisory Board propose to the Annual General Meeting that, following a selection process, Warth & Klein Grant Thornton AG Wirtschaftsprüfungsgesellschaft, Düsseldorf, be elected as auditors for financial year 2010/2011. The full Supervisory Board followed this proposal at its meeting on 3 December The Audit Committee would like to thank Deloitte & Touche for their critical and constructive support in recent years. The Supervisory Board s Audit Committee has obtained a statement from Warth & Klein Grant Thornton AG Wirtschaftsprüfungsgesellschaft regarding the extent of the business, financial, personal and other relationships between this audit firm and its executive bodies and head auditors on the one hand and the Company, the companies of the Demag Cranes Group and the members of their executive bodies on the other as well as the extent of the services agreed for financial year 2010/2011 (especially in the field of consultancy) for the Company and the companies of the Demag Cranes Group. This did not provide any grounds to doubt the independence of Warth & Klein Grant Thornton AG Wirtschaftsprüfungsgesellschaft. Audit of the Financial Statements and Consolidated Financial Statements On 2 March 2010, the Annual General Meeting elected Deloitte & Touche as auditors for financial year 2009/2010. The Supervisory Board commissioned Deloitte & Touche to conduct the audit concluded an agreement with Deloitte & Touche regarding the latter s fee and followed the Audit Committee s recommendations in specifying the points on which audit activities should focus. The audit of the Financial Statements and Consolidated Financial Statements as at 30 September 2010 focused on the following: impairment testing of tangible and intangible assets including goodwill in light of the economic outlook (including clear documentation, note disclosures); recognition and measurement of financial instruments, note disclosures on measurement assumptions and changes, and IFRS 7 disclosures; the (Group) Management Report including risk and forecast reporting (in particular bearing in mind the advice issued by the German Accounting Standards Board on 27 March 2009); segment reporting in accordance with IFRS 8; note disclosures on measurement assumptions in the event of accounting estimates and estimation uncertainty in the financial statements, for example, when measuring properties at fair value (IAS 40.75d) and when measuring pension obligations (IAS A); presentation and explanation of significant financial risks related to financial covenants (Section 315 (1) German Commercial Code (HGB), German Accounting Standard (GAS) 15, GAS 5; IFRS 7.18 f. and IFRS 7.31). Deloitte & Touche audited and issued an unqualified audit opinion on the Financial Statements and Consolidated Financial Statements prepared by the Management Board for the financial year from 1 October 2009 to 30 September 2010 and the combined Management Report. The financial statement documents and the auditors audit reports were submitted to all members of the Supervisory Board in good time ahead of the Audit Committee meeting on 29 November 2010 and the Supervisory Board meeting on 3 December The documents were discussed in detail at both of the aforementioned meetings. The two meetings were also attended by the auditors, who reported on the material findings of their audit, answered questions and were available to provide any further information. In doing so, the auditors confirmed that no material weaknesses had been identified in the internal control and risk management system in relation to the financial reporting process and that there were no circumstances that would call into question the auditors impartiality. The auditors also reported that, in addition to performing the financial statement audits, they had conducted an informal review as at 31 March 2010 and provided audit-related services amounting to EUR 7,000 and other services amounting to EUR 288,000 in financial year 2009/2010.

19 Annual Report 2009/2010 Report of the Supervisory Board 15 Having thoroughly examined the Financial Statements and Consolidated Financial Statements, the combined Management Report and the proposal on the appropriation of net income, the Supervisory Board approved the findings of the auditors audit. It did not raise any objections on completion of its examination. The Supervisory Board followed the Audit Committee s recommendation and approved the Financial Statements and Consolidated Financial Statements. The Financial Statements were thus adopted. The Supervisory Board also approved the Management Board s proposal on the appropriation of net income. Personnel Changes on the Supervisory Board In financial year 2009/2010, there were a number of changes to the membership of the Supervisory Board. Mr. Alfred Hack stepped down from the Supervisory Board on entering the passive period of his early retirement arrangement on 31 December His successor, Mr. Horst Thelen, was appointed a member of the Supervisory Board in a ruling by the Düsseldorf local court dated 12 February Mr. Klaus Ginsel also stepped down from the Supervisory Board of Demag Cranes AG on retiring on 30 April His successor, Mr. Harry Hansen, was appointed to the Supervisory Board of Demag Cranes AG in a ruling by the Düsseldorf local court dated 26 April Corporate Governance In financial year 2009/2010, the Supervisory Board continued to devote considerable attention to the Company s corporate governance. In particular, the Supervisory Board set objectives for its future composition in light of the new version of the German Corporate Governance Code issued in May Pursuant to Clause 3.10 of the Corporate Governance Code of 26 May 2010, the Management and Supervisory Boards report on corporate governance within the Demag Cranes Group in the Corporate Governance Report on pages 34 to 43 of this Annual Report. On 7 December 2010, the Management and Supervisory Boards issued an updated Declaration of Compliance in accordance with Section 161 of the Stock Corporations Act, which the Supervisory Board adopted at its meeting on 3 December This declaration is published both on page 43 of this Annual Report and on the Internet at We would like to thank the members of the Management Board, the employees and the employee representatives of all Group companies and associated companies for their personal commitment and constructive cooperation in meeting the demanding challenges that persisted throughout financial year 2009/2010. Supervisory Board There were further changes to the membership of the Supervisory Board in current financial year 2010/2011. Following Dr. Martin Posth s resignation from the Supervisory Board with effect from 15 October 2010, Mr. Jens Tischendorf was appointed a member of the Supervisory Board in a ruling by the Düsseldorf local court dated 22 October Mr. Tischendorf was appointed by the court to serve until the close of the next Annual General Meeting on 2 March Dr. Posth will remain available to the Company as a consultant. Düsseldorf, 7 December 2010 The Supervisory Board Burkhard Schuchmann Chairman We would like to thank the former members of the Supervisory Board for their constructive and successful cooperation over the last few years.

20 16 Demag Cranes AG Boosting Productivity Together A company s productivity depends not just on the performance potential of its machines and equipment. It is the willingness of employees to go the extra mile and to forge new paths jointly as a team that really makes production processes more efficient and customer-friendly. This can be seen, for example, in the successful optimisation of production at our factory in Wetter an der Ruhr, where highly motivated, committed staff work together to find solutions that have brought about astonishing improvements in performance. We are currently in the process of transferring these approaches to increasing production efficiency to our facilities all over the world. In this way, successful teamwork is permeating the integrated Demag Cranes Group. Creative, dedicated and highly motivated: production team.

21 Annual Report 2009/2010 Demag Cranes Group 17 Laureate prize for Wetter plant in Best Factory competition: Dr. Rainer Harkort (right) and team. Demag Cranes Group Processing times at Wetter cut by up to 70 percent

22 18 Demag Cranes AG Efficient production line layout for DC series chain hoists. Restructuring Completed Impressive Increases in Efficiency and Customer Satisfaction Demag Cranes is one of the world s leading suppliers of industrial cranes and crane components, harbour cranes and terminal automation technologies. As a company focused on profitable growth, we intend to continually expand and reinforce this market position. Demag Cranes is aware that this ambitious goal cannot be attained solely through innovative, high-quality products and services geared to meet market requirements. Speed and adherence to deadlines in the face of widely varying customer needs are additional criteria vital to customer satisfaction. Thanks to the process optimisation achieved at Demag Cranes Wetter production facility, we have had commendable success in fulfilling the growing customer need for shorter delivery times by producing solid results: we have been able to reduce component processing time by an average of 70 percent. This improvement was utilised for order-driven assembly of our components. It now takes only four days from order intake, rather than six to date, for the majority of our rope hoists to reach the distribution centre. Five years ago, this took 15 to 20 days. Our successful restructuring has produced more than just added value for our customers. The benefits of the new processes for Demag Cranes include significantly higher efficiency and, therefore, markedly lower costs. As it stands now, we only manufacture parts when there is an order for them. The result: profitability is rising and we are becoming increasingly competitive in a difficult market environment. For these reasons, we also consider our successfully completed restructuring project to be a clear commitment to the Wetter site and to manufacturing in Germany, as well as an essential contribution to securing the future of our Company.

23 Annual Report 2009/2010 Demag Cranes Group 19 Cell Production Replaces Workshop Production One of the key factors in the success of the restructuring process at our largest production facility worldwide was the switch from workshop to cell and linear production. Previously, after each process step, the manufactured parts had to be stored in buffer storage facilities, which was a time-consuming and costly procedure. Thanks to the new manufacturing structure, the necessary steps are performed in immediate succession. What may sound simple to the layman was one of the most extensive investment projects in the history of Demag Cranes and took several years. The measures required to accomplish this goal included breaking down material flows, organising products in new part families and assigning them to one of five segments. In total, Demag Cranes invested approximately EUR 14 million in the modernisation of its production infrastructure. Among other things, the success of this project is reflected in the massive reduction in processing time. At the same time, we succeeded in cutting back inventories, i. e. working capital, considerably. New, state-of-the-art machining centres were installed that can complete all process steps from turning to milling. Intensive staff training guarantees that each employee is capable of performing all of the steps and does not just remain specialised in a single task. Demag Cranes Group Amazing Feat by Employees Wetter an der Ruhr production plant Oldest Production Facility Remains Trendsetter in New Technologies and Processes It was in Wetter an der Ruhr in 1819 that the history of today s Demag Cranes Group began with the establishment of Mechanische Werkstätten Friedrich Harkort. Over the years, the factory became the largest of all the Group s production facilities worldwide. Today, the Wetter plant produces crane components and light crane systems for customers around the globe. The pro duct range includes rope and chain hoists in addition to the KBK crane construction kit. The plant additionally produces wheel block systems and geared motors that are sent across the world through the distribution system. In May 2010, Demag Cranes received the Best Factory/Industrial Excellence Award 2010 for its pioneering segmentation of the plant Wetter. The prize is awarded annually by INSEAD business school and the Otto Beisheim School of Management (WHU) in Vallendar near Koblenz. The entire project was developed and implemented exclusively by our own employees over a period of several years. This reflects the extraordinary creativity and motivation of our workforce. Transparent communications and the opportunity to gain additional qualifications as part of the change process proved to be further motivating factors. Prestigious Award in Prominent Competition Our plant in Wetter took second place in the prominent Best Factory/Industrial Excellence Award 2010 industry competition and was recognised for excellent production management. The international jury praised our first-rate production management solutions and acknowledged our excellent management quality. This award is also a challenge to Demag Cranes to continue to increase efficiency and customer focus on an ongoing basis. With our highly motivated and committed team, we are well positioned to shape the future of the Company successfully and impress customers with new products and services. In order to exploit this competitive advantage more effectively worldwide, we will apply the processes and structures successfully tested in Wetter to other locations internationally.

24 20 Demag Cranes AG Making our Technology Leadership Sustainable Together We are a global technology and innovation leader in our industry. Demag Cranes aims to consolidate and expand this position systematically. For us, future orientated research and development work is the broad basis from which to achieve our goal. As a global company with an absolute customer focus, we are putting our research and development efforts on an increasingly international footing. Our cross-border teamwork in financial year 2009/2010, for example, achieved another success with the first Sino-German patent. But innovation leadership brings with it a responsibility for sustainability. In Port Technology, we are setting trends with our green product range, benefiting both the environment and our Company. Near-silent, emission-free AGVs: thanks to our capable development team. Pioneering handling technology: the hybrid drive for Harbour Cranes was designed and developed in-house.

25 Annual Report 2009/2010 Demag Cranes Group 21 Demag Cranes Group Emissions at terminals cut by 100 percent thanks to our battery-driven AGVs

26 22 Demag Cranes AG Automated Guided Vehicles The high-performance batteries on board a Gottwald Battery AGV provide enough electricity to keep it operating for a full twelve hours with zero exhaust gas emissions. Position as Global Technology and Innovation Leader Further Strengthened Our vision We aim to be the first choice in our markets is highly ambitious, but not unattainable. Today we are already setting international standards with continuous improvements and new developments in crane and port technology. More than 1,000 patents for our two brands, Demag and Gottwald, underline the Group s great innovative strength. With new and improved products and services, Demag Cranes intends to further increase its customers productivity and significantly reduce their operating costs, with sustainability playing a key role. Utilising Local Skills in a Global Context Our aim to be the technology and innovation leader in our industry can only be achieved through outstanding research and development (R&D). With a view to achieving best-possible customer focus, we have put our R&D efforts on an increasingly international footing in recent years, boosting the foreign proportion of our development efforts from less than ten percent to currently around 30 percent. In the growth markets of India, China and South Africa, which are so important to us, we have set up teams of international development engineers who are focused on the market and customer requirements of their respective region. In China, we recently filed the first Sino-German patent for a rope hoist in the mid-segment product range. This is a major success, achieved through international teamwork with a clear focus on the growth markets.

27 Annual Report 2009/2010 Demag Cranes Group 23 New in the Green Range Product Line: Hybrid Drives for Mobile Harbour Cranes Teamwork with the Customer: Innovation Lead in Process Cranes Aircraft manufacture requires extreme precision. For years, we have been working closely with our customer Airbus to meet the extreme demands posed in production during the lifting and moving of heavy and sensitive aircraft components. In our latest joint project, we are supplying a 16-crane Process Crane system for the manufacture of wings for the new Airbus 350 in Wales. The application solution, which we developed together with the customer, for the first time allows assembly work to be carried out on wings and components held in a horizontal position and moved by cranes. The particular design of this crane application ensures extremely precise alignment of the components and eliminates undesired load sway. This is a major success made possible by intensive teamwork between the customer and us. Such tailored and highly innovative application solutions like the one at Airbus are based on many years of confidence and cooperation. Our activities always start with customer needs. This is our credo in the integrated Demag Cranes Group. The use of hybrid drives in cars is now established. Since March 2010, customers of Demag Cranes have also been able to benefit from their proven economic and ecological advantages. At the world s leading trade fair for port technology, TOC Europe in Valencia, Spain, our Company presented the first hybrid drive for electric-powered Mobile Harbour Cranes. In this system, we use a modern diesel generator in conjunction with new brake resistors and electric short-term energy storage devices. When the load is lowered, energy is recovered via the braking operation, stored in high-performance capacitors and then reused. As a result, fuel consumption is cut by a two-digit percentage figure and, at the same time, exhaust and noise emissions are significantly reduced. Energy-efficient and therefore eco-friendly drives also result in advantages in the award of terminal concession contracts. Our Company will not only incorporate this forward-looking technology in new cranes, but will also offer corresponding retrofit packages. Our engineering achievement has already been honoured: we have been awarded a prize for our innovative technology by the International Bulk Journal (IBJ), a leading trade journal for the maritime bulk handling industry, in the Innovative Technology (Cargo Handling) category as part of that journal's "IBJ Awards 2010". Funded Innovations with a Focus on Sustainability: Battery Drives To Replace Diesel Engines Demag Cranes developed fully automated container transport vehicles (Automated Guided Vehicles, AGVs) around 20 years ago. Over the years, these software-con trolled vehicles have been continually improved, with efforts focused on low fuel consumption, low weight at maximum load capacity, high cost efficiency and environmental friendliness. Currently, Demag Cranes is working with partners on the development of battery-powered AGVs, i. e. replacing the diesel-electric drive with a battery drive system, which would eliminate emissions and significantly reduce noise. The joint goal with the new system is not only to make a major contribution to sustainable environmental protection in near-city port terminals. Rather, the project is aimed at creating an efficient and, therefore, resource-friendly solution that can also be applied to further drive trains in heavy-duty industrial vehicles. Following a successful test phase we will shortly, in close cooperation with our long-standing customer HHLA, be putting the first battery-powered, emission-free prototype AGVs into operation at the world s most advanced container terminal in Hamburg- Altenwerder. The focus will be on intensively trialling the vehicles under real operating conditions and on building and operating the necessary battery changing station. The German Federal Ministry for the Environment, Nature Conservation and Nuclear Safety (BMU) is supporting the development work with funding of EUR 1.2 million under the National Development Plan for Electric Mobility. Demag Cranes Group

28 24 Demag Cranes AG Facilitating Global Growth Together With its products and services, Demag Cranes is increasingly targeting the emerging markets of the world and benefiting from the rapid growth witnessed in these regions. Customised solutions, tailored to meet local customer needs and country-specific requirements strengthen our competitive position. We acquire the requisite knowledge in part locally, through our subsidiaries, as well as by harnessing the experience and information of an integrated Group, which is also a global innovation and technology leader. In this way, we create future orientated products and services that offer customers significant added value for example, in India, where we have quadrupled our production capacities.

29 Annual Report 2009/2010 Demag Cranes Group 25 Dedicated workforce: foundation of our success. Demag Cranes Group India production capacity boosted 400 percent Local skills, world-class work: Process Crane team in India.

30 26 Demag Cranes AG Chakan production plant Offices at Chakan plant, India. Example of India: Preparing for Very Rapid Growth The Indian market is one of the fastest growing markets in the world. The size of the economy, the demographic trend and sustained strong growth set the conditions for continuous streams of investment. But our decision to significantly expand production in India was also influenced by the very high potential for personally and professionally qualified staff. We opened our first Indian factory back in 2003 near the industrial city of Pune, which has quickly developed into one of India s leading economic hubs and has an excellent infrastructure. As part of our strategy to put our research and development (R&D) activities on an increasingly international footing, we also set up a local R&D centre in Many of our major customers who appreciate the advantages of the region as a centre for growth and education have also settled in Pune in order to build momentum in developing their business locally. By expanding its Indian production capacities, Demag Cranes has equipped itself for the anticipated rapid growth in India. Capitalising on Dynamic Growth in Emerging Markets The continuous expansion of business activities in the emerging markets is one of the main pillars of our Group strategy. In these regions, we are also pursuing the clear goal of placing customer needs at the heart of our activities and meeting country-specific requirements with tailored, market-driven products. It is not just demand for Demag Cranes premium products that is rising steadily in emerging markets. There are also excellent opportunities to establish the Group in the mid-segment product range with solutions geared specifically to meet customer needs. Through subsidiaries in the BRIC countries (Brazil, Russia, India and China), the United Arab Emirates and Africa, we are well positioned in high-growth segments to benefit more than most from the momentum of these regions. On the one hand, intelligent production and procurement concepts tailored to the different markets bring us closer to customers and their regional needs. On the other hand, we are putting our research and development efforts on an increasingly international footing, which allows us to act on growth trends directly where they are happening. Mastering Global Challenges in the Integrated Group Any company that wants to supply customers around the globe has to adapt its products and services to all kinds of country-specific requirements. For Demag Cranes this can mean, for example, complying with local legal and safety regulations, or adapting products to cope with extreme weather conditions. It is also necessary to be able to assess the possibilities offered by the existing infrastructure and to have precise knowledge of the public authorities customary decision-making processes as well as other procedures. As a global Group with more than 20 country-level subsidiaries and a presence in more than 60 countries, this means enabling the continuous establishment and expansion of local know-how and expertise and, at the same time, making sure that experience and information are embedded as firmly as possible in the integrated Group. In this way, the optimised interaction between local competencies and central management result in additional efficiency gains.

31 Annual Report 2009/2010 Demag Cranes Group 27 Speed Counts: Production Capacities More Than Quadrupled The site we inaugurated in July 2010 is situated in the immediate vicinity of Pune. In addition to production, the site is home to development engineers, product managers and all the administration. Planning for the plant began in November Construction started about a year after that and production began just eight months later. In a short space of time, this more than quadrupled our production area on the subcontinent by around 8,000 square metres to more than 10,400 square metres. Another 6,000 square metres are available for possible further expansion. After all, the trend in demand is very positive, especially from particularly high-growth segments like automotive, steel trading and processing, energy production, engineering and infrastructure construction. The list of customers includes both privately-owned and public-sector enterprises. In addition to Standard Cranes, crane components and spare parts, the product portfolio also includes the technically more complex Process Cranes. Demag Cranes integrates these high-performance products individually in our customers production processes. Components not produced internally are increasingly purchased from local suppliers. In financial year 2009/2010, for example, we delivered the first Process Crane made almost exclusively of components procured in India. Demag Cranes Group Synergising Skills: Developing the Products of Tomorrow Together India is also an example of the excellent cross-border cooperation within the integrated Group. A team of Indian and German engineers has been successfully developing new products together in India for years. They focus in particular on the challenges and customer needs of the Indian market, which in some cases differ substantially from those in such mature markets as Western Europe or the USA. In this way, forward-looking development and production approaches are developed for the emerging markets based on local knowledge and our many years expertise as technology leaders in the industrial cranes segment. This rapidly brings us closer to successfully implementing our medium-term strategy of generating 40 percent of our revenue in emerging markets. Top: efficient teamwork in India. Bottom: girder manufacture for Demag travelling cranes.

32 28 Demag Cranes AG Products at a Glance Leading Position Technology leaders: Demag Cranes makes automated crane systems for automated paper roll warehouses. Alongside the proven vacuum-lift technology in use for many years, a new generation of mechanical clamps now developed further boosts handling rates by picking several ready-packed paper rolls at a time. Linking Processes We create integrated intralogistics to customer specification, with crane systems at three levels. Demag provides assembly line cranes to move material around the factory, kits out assembly stations with handling aids and loads the finished article for transport. Mobile and Universal Maximum mobility for universal and special cargo terminals: Mobile Harbour Cranes from Demag Cranes ensure efficient handling of bulk containers, unit loads and project cargo. With more than 1,300 Mobile Harbour Cranes sold, Demag Cranes is world market leader in the segment. Effective and Efficient Automated Guided Vehicles (AGVs) with their sophisticated management and navigation software are the essence of efficient container handling. The development of battery-powered drive systems for AGVs (Battery AGVs) now means operators can implement zero exhaust emission terminals.

33 Annual Report 2009/2010 Products at a Glance 29 Demag Cranes Group Single Source From components to systems: the extensive, modular Demag Cranes product range keeps things moving. Alongside cranes for conventional needs, countless applications call for a custom solution, implemented with Demag drive technology. Global Service Service made to measure from regular servicing to complete overhauls keeps customers cranes up and running. The Demag Cranes network is among the biggest in the industry, providing full life-cycle service both for Demag and for third-party cranes. Intermodal Handling Wide Span Gantries from Demag Cranes excel at intermodal cargo handling for seamless transfer between road, rail and ship. These versatile cranes also serve in container stackyards and as part of integrated terminal logistics systems. Securing Value Our customer-focused service philosophy: maximise availability, and make the customers investment last. Highly qualified service personnel secure the longterm efficiency of our handling equipment.