ANNUAL REPORT 950 /1000

Transcription

1 ANNUAL REPORT 950 /1000

2 Key Figures for the D.Logistics Group Amounts in million Change (%) Results of operations Revenue (total) (13.9) Germany (13.9) Rest of the World (13.8) International revenue ratio (%) EBITDA (32.4) EBITA (55.9) EBIT (73.8) EBT (0.4) 9.9 Income tax expense (54.3) Income for the period (94.0) of which attributable to minority interests (57.6) of which attributable to the shareholders (96.8) of the parent company Earnings per share ( ) (96.7) Balance sheet Noncurrent assets (3.7) Current assets Balance sheet total (1.9) Equity (5.3) Liabilities (0.8) Equity ratio (%) Net financial liabilities (2.9) Cash flow / investments Cash flow from operating activities (3.9) Cash flow from investing activities (2.8) (0.5) Cash flow from financing activities (9.5) (15.7) (39.4) Investments in property, plant and equipment (7.1) Employees Employees (average) 2,890 3,187 (9.3) Personnel costs (9.6)

3 So D.Logistics focus as an industrial service provider concentrating on packaging services has paid off in the present crisis? Detlef W. Hübner > Tammo Fey Absolutely. We already decided to concentrate on our core compe- Concentration on our core competences has also quite clearly demon- tences back in The focus on our strong position as a packaging strated that the Group has a solid, well-established financial structure. specialist for industry is now paying off, in difficult economic times. This focus on a stable business model for a medium-size business has Discussion with the Executive Board So our adjustment in line with the market s requirements is naturally an advantage for us and we are producing exactly the right solutions for our customers requirements, as Deufol exemplifies. Through its extensive export packaging services and the many years of experience and optimization which are reflected in its Verpackung und Versand (VV) software, this company was well-placed even for difficult times. Tammo Fey CFO also proven its merits in the context of the current crisis: The creditcrunch issue, which has caused problems for so many companies, has not posed any difficulties for the D.Logistics Group. > Andreas Bargende In a nutshell, the results for the past fiscal year provided a clear confir- How did the economic crisis affect D.Logistics in 2009? Andreas Bargende In contrast, business divisions such as Airport Services GmbH which no longer fit with our strategic orientation have proven particularly mation of our strategic orientation. Naturally, 2009 was still dominated by the global economic crisis. This crisis-prone. For Airport Services this resulted in a sharp slump, fol- did not leave the D.Logistics Group unscathed, and the overall eco- lowed by the company s sale in the middle of the year. nomic situation impacted on all the economic aspects of our business. Yet despite this difficult environment we were able to realize a positive Group result. Sales amounted to 290 million and thus fell within our target corridor of 285 to 300 million, while at 6.3 million the Andreas Bargende CEO Detlef W. Hübner operating result (EBITA) was some 8 % below our planning figures of 7 10 million.

4 What was the situation outside Germany? How did the global economic situation affect the Group s companies in Italy and the USA? Andreas Bargende What is your overall assessment of the past fiscal year? Andreas Bargende In 2009, our US business once again failed to match our predictions. Our sales volume suffered a further fall. The past fiscal year was once again dominated by the rigorous restructuring of our American companies. Our accounting system was entirely changed over to SAP, and the two companies were combined in a single unit. Together with external factors which should not be underestimated, this process once again necessitated significant expenditure in the USA. As already mentioned above, we felt the effects of the global economic crisis in all our business divisions. However, this doesn t mean that we lost orders everywhere. In our Industrial Goods Packaging division in particular, new business largely compensated for falling sales due to the economic crisis. We recognized the renewable energies trend early on and have thus been able to establish a further business field: export packaging for solar modules. Various refinery projects have also cushioned declining volumes for mechanical engineering, for instance. January 1, 2009 saw the start of the contract with your customer Procter & Gamble for the Customization Center in Euskirchen. The launch of this project must have been a major challenge? Andreas Bargende > Tammo Fey Unfortunately, the negative trend for our US activities had an unfavorable impact on both the performance of our Consumer Goods Packaging segment and our overall results. Sales in the local currency declined by 15.9 %; due to the approx. 5 % average appreciation of the dollar, in euro terms US sales fell by just 11.4 %, however. For 2009 as a whole, in the USA we were unable to improve on our business performance in For 2010, we expect our restructuring measures to hit home and we envisage a significant easing of the situation in the USA. > Tammo Fey Our business in the USA needs particularly close attention now and in the future. We will also need to look very carefully at this in the current fiscal year. Above all, savings must be realized through concentration on a single business location. In addition, we have widened our sales activities so as to improve our still insufficient utilization rate while also dealing with possible further declining volumes for our existing business. The 2009 fiscal year started out with a large degree of uncertainty and it was hardly possible to provide reliable predictions for the Group s business performance. Would you care to hazard a forecast for 2010? Andreas Bargende We performed pioneering work in Euskirchen. Procter & Gamble One thing is quite certain: D.Logistics growth strategy is paying off and the Group is growing together with its core competences. The crisis has clarified that we have adopted the right path. Our Customization Center in Euskirchen is one example of this, even though the start-up losses exceeded our initial expectations. requires a very wide range of packaging services, including shrinkwrapping, display packaging, labeling and enclosure of products for special campaigns. And all that in a newly built packaging center which with around 10,000 m 2 is one of the largest of its kind in Europe. While we ve cooperated with Procter & Gamble for many years now, the Customization Center was an entirely new challenge which required of us a meticulous approach in our planning and the launch phase. We provided the financing for the necessary start-up investments. In the third quarter, Euskirchen reached its operational break-even point later than we had envisaged. > Detlef W. Hübner > Detlef W. Hübner I would like to emphasize that in this difficult year we made significantly fewer workforce cutbacks than was the case for many other companies. Above all, we reduced our use of temporary workers and purchased services. Naturally, the sale of Airport Services is also making itself felt here. Adjusted for this sale, we recorded a personnel cutback of 5.2 %. We do not expect to make any major workforce reductions in the present year either. > Detlef W. Hübner New business is emerging in innovative markets which are attractive for D.Logistics. For instance, this year we are developing our gift-card packing business and thus expanding our Consumer Goods Packaging competences. As an intelligent and flexible service provider we are also taking a consistent step away from being a packaging specialist toward data management and offering our customers a depth of service hardly matched by any other provider on the market. Our Italian company is providing us with more pleasing results. The structural problems which this company has faced over the past few years have now been resolved 2009 was the third consecutive year for which a positive result was achieved. In view of the current economic uncertainties, we are cautiously optimistic regarding the future trend for Italy. > Tammo Fey In terms of the business outlook, we predict largely unchanged sales and growth in overall terms.

5 009 Table of Contents 001 To Our Shareholders 002 Foreword by the Executive Board 009 Table of Contents 010 Report of the Supervisory Board 014 The Share 017 Management Report (Summarized) 018 Business and Economic Environment 027 Corporate Governance 036 Results of Operations, Financial and Asset Position 047 Position of D.Logistics AG 049 Risk Report 054 Reports on Dependence, Post-Balance Sheet Date Events and Expected Developments 061 Consolidated Financial Statements 062 Consolidated Income Statement 063 Consolidated Balance Sheet 064 Consolidated Cash Flow Statement 065 Consolidated Statement of Changes in Equity 066 Notes to the Consolidated Financial Statements 066 General Information 066 Basis of Preparation 080 Scope of Consolidation 083 Consolidated Income Statement Disclosures 088 Consolidated Balance Sheet Disclosures 102 Consolidated Cash Flow Statement Disclosures 103 Other Disclosures 110 Segment Information by Business Division and Region 113 Supplementary Disclosures 116 Auditors Report 117 Responsibility Statement by the Management 119 Facts & Figures 120 Information on D.Logistics AG 120 Income Statement of D.Logistics AG 121 Balance Sheet of D.Logistics AG 122 Key Subsidiaries and Affiliates of D.Logistics AG 123 Glossary 124 Consolidated Key Figures Multi-Year Summary 126 Operational Investments of D.Logistics AG 128 Imprint / Financial Calendar

6 010 To Our Shareholders Report of the Supervisory Board Report of the Supervisory Board In the year under review, the Supervisory Board performed the duties assigned to it by law and the Articles of Association. It regularly advised the Executive Board on matters relating to the management of the Company, and monitored the management of the Company s business activities. The Supervisory Board was directly involved in all decisions of fundamental importance for the Company. This is based in particular on a detailed catalog of transactions requiring the prior approval of the Supervisory Board, which is contained in the by-laws for the Executive Board. This catalog is adjusted on an ongoing basis in accordance with the changing requirements. During the reporting period, the Executive Board informed the Supervisory Board, both verbally and in writing, of all relevant issues concerning the Company s position and material business transactions. The Supervisory Board receives a monthly report consisting of a current income statement for the Group and its three divisions as well as overviews of sales and operating results development at the individual subsidiaries together with target / actual comparisons and corresponding prior-period figures. The Supervisory Board regularly submits questions to the Executive Board on the basis of this data, which the Executive Board then answers accordingly. The Supervisory Board regularly and promptly receives the minutes of the Executive Board s meetings as well as up-to-date reports on trends not documented in special Executive Board minutes. There was frequently a comprehensive exchange of opinions between the Chairman of the Supervisory Board and the Executive Board on these issues. The Chairman informed the other members of the Supervisory Board about these discussions in detail. Meetings of the Supervisory Board The Supervisory Board discussed the reports of the Executive Board and other decision papers in a total of four meetings and also in frequent telephone conversations and discussed them in detail with the Executive Board. In eleven cases, resolutions were adopted outside meetings. These urgent decisions, that could not be delayed until a regular Supervisory Board meeting, were regularly preceded by an in-depth exchange of information by and / or telephone. Key Topics of Discussion As well as the further development of the Group, in the period under review the Supervisory Board s discussions with the Executive Board mainly focused on the effects of the general financial and economic crisis. These were highly variable for the individual subsidiaries. At its meeting on March 31, 2009, the Supervisory Board agreed with the Executive Board that falls in Warehouse Logistics sales were and are mainly due to economic factors and thus temporary in nature. This is particularly true for Dönne + Hellwig Logistics GmbH, which has now realized a recovery. In contrast, D. Logistics Airport Services GmbH experienced structural problems which were aggravated by the economic trend. Once it became clear that this company s sole customer, Lufthansa Cargo, intended to assign a large portion of its tasks to an affiliated service provider, the Supervisory Board agreed to sell this company to its current management. The Supervisory Board noted the economic planning for 2009 at its meeting held on March 31.

7 Report of the Supervisory Board To Our Shareholders 011 All four Supervisory Board meetings focused on the unsatisfactory performance of the US subsidiary J & J Packaging. Due to the expiry of the existing credit agreements with the banks, the possible options were subjected to a detailed, in-depth review at the Supervisory Board meeting on June 16. At the meeting held on August 31, the Supervisory Board agreed to the extension of the credit agreements until June 30, 2010, subject to certain conditions. The rationalization measures at J & J Packaging particularly the abandonment of its Brookville production site and the consolidation of its activities in Sunman are now expected to provide for a permanent improvement in its results of operations. Other Topics of Discussion On February 13, 2009, the Supervisory Board concluded new employment contracts with all three Executive Board members. The Supervisory Board had previously obtained the support of independent advisers in the fields of stock corporation and tax law. The remuneration report provides details of the agreements concluded. In addition, at its meeting held on August 31 the Supervisory Board examined possible consequences of the new law regarding the appropriateness of remuneration for Executive Board members. On December 7, 2009, the Supervisory Board resolved on the basis of detailed advice from an independent lawyer (specializing in stock corporation law) to leave the current remuneration of the Executive Board members unchanged for the time being but to monitor the further trend closely. The declaration of conformity in accordance with section 161 of the German Stock Corporation Act was unanimously approved and submitted by the Executive Board and the Supervisory Board in February Committees The Supervisory Board only consists of three members and it is therefore not necessary to establish committees. Audit Pursuant to Section 107 (3) of the German Stock Corporation Act The consequences for the Supervisory Board of the new version of section 107 (3) of the German Stock Corporation Act (due to the German Accounting Law Modernization Act) were repeatedly discussed with the Executive Board, in some cases with the involvement of external advisers. Since the Group has opted not to establish an audit committee, the members of the Supervisory Board are responsible for performing the checks laid down in section 107 (3) of the German Stock Corporation Act. The Supervisory Board already monitors the accounting process in its monthly reporting. The plausibility of the figures provided in income statements for the key business divisions is regularly verified and they are examined for possible discrepancies. Implausible data are promptly clarified with the Executive Board member with responsibility for Finance. In accordance with D.Logistics holding structure, the discussions with the Executive Board and the auditor focus on the valuation of the financial assets, and the results of the annual impairment tests in particular.

8 012 To Our Shareholders Report of the Supervisory Board The internal control system is still under construction. This task is discharged by an internal compliance officer together with an external consultant. The Supervisory Board chairman participated on a case-by-case basis in the preparatory discussions, while the project s current status was discussed at the Supervisory Board s meetings. Following a status report issued by the compliance officer on February 26, 2010, a large number of control targets and possible control mechanisms were established in the key business divisions / subsidiaries and the efficiency of the control mechanisms was verified. The internal auditing task was assigned to an external service provider which has now issued its first interim report. The internal auditing is based on a large number of control matrixes which are completed by the affected organizational units. Initial auditing measures have already been implemented on this basis and further measures are in progress. An auditing plan is currently being drawn up. The goal is to regularly provide the Supervisory Board with the reports on the internal control system as well as the internal auditing. The Supervisory Board will then perform its assessments on the basis of these further reports. D.Logistics has had a risk management system for some time now. The Supervisory Board was involved in the development of this system. The Supervisory Board regularly receives the quarterly risk assessments, and significant risks identified here are discussed at the Supervisory Board s meetings. The reports must be read in conjunction with the monthly reporting in order to understand their findings in the context of the current situation. Prior to the start of the audit the auditor provided a statement confirming its independence. It does not provide any further services. Audit of the Single-Entity and Consolidated Financial Statements In accordance with the resolution passed by the Annual General Meeting on June 16, 2009 and the subsequent audit engagement issued by the Supervisory Board, the annual financial statements for the fiscal year from January 1 to December 31, 2009 prepared by the Executive Board in accordance with the German Commercial Code, as well as the management report of D.Logistics AG, were audited by Ernst & Young AG, Wirtschaftsprüfungsgesellschaft, Eschborn / Frankfurt am Main, and issued with an unqualified audit opinion. The consolidated financial statements of D.Logistics AG were prepared in accordance with the International Financial Reporting Standards as stipulated by section 315a of the German Commercial Code. The auditors issued the consolidated financial statements and the Group management report with an unqualified audit opinion. All documents relating to the annual financial statements, including the management report and Group management report, the Executive Board s proposal for the appropriation of net profit and the audit reports issued by the auditors, were presented to the Supervisory Board. The Supervisory Board examined these documents and discussed them in the presence of the auditors. The Supervisory Board concurred with the results of the audit and, based on the results of its own examination, did not raise any objections. The Supervisory Board approved the annual financial statements of D.Logistics AG for 2009 and the consolidated financial statements at its meeting held on March 30, The annual financial statements were thereby adopted. The Supervisory Board also approved the Executive Board s proposal for the appropriation of net profit.

9 Report of the Supervisory Board To Our Shareholders 013 Report on Dependence The Executive Board has also compiled a report regarding the Company s relationships with associates and presented this to the Supervisory Board together with the audit report produced by the auditor. The auditor has issued the following audit opinion for the report: In accordance with our due audit and assessment, we confirm that 1. the factual information in the report is correct, 2. for the legal transactions stated in the report the Company s performance was not inappropriately high. Within the framework of its own audits of the report regarding the Company s relationship with associates, the Supervisory Board has determined that no objections are applicable and agrees with the auditor s findings. Composition of the Executive Board and the Supervisory Board The membership of the Supervisory Board and the Executive Board remained unchanged in the year under review. The position of CEO was transferred from Mr. Detlef W. Hübner to Mr. Andreas Bargende with effect from June 16, The Supervisory Board would like to thank the management and all the employees of the Company for their commitment and dedication in fiscal year Hofheim, March 30, 2010 The Supervisory Board Dr. Wolfgang Friedrich Chairman

10 014 To Our Shareholders The Share The Share Key information for the D.Logistics share Security code number International Securities Identification Number (ISIN) Stock exchange code Reuters Frankfurt Reuters Xetra Bloomberg DE LOI LOIG.F LOIG.DE LOI GY The 2009 Share Year: Price Gains Despite the Crisis Despite the economic crisis, 2009 was a good year for investors. Dramatic collapses on global stock markets in 2008 as a result of the financial market crisis were followed by a recovery in the past year. Share prices which continued to fall up to March 2009 recovered in the remainder of the year and recorded high price gains in some cases. Interventions by central banks and government guarantees and takeovers in the financial sector in particular prompted a stabilization of the financial system from March onwards and averted an economic collapse. In March, hopes of a lasting economic recovery arose in the USA and subsequently spread worldwide. Aggressive provision of loans and liquidity for banks and businesses prevented the feared economic meltdown. The MSCI World Index gained around 27 %. On the leading US stock exchange, prices increased nearly 19 %, measured against the Dow Jones Index, and the NASDAQ technology exchange rose around 44 %. On the European stock markets, the EURO STOXX 50 gained 21 %. In European terms, in 2009 Germany was in the top group of leading country indexes with growth of 23.9 % measured against the DAX. The small caps performance was even better; the SDAX gained almost 27 % in the course of the year. The CDAX, which maps the broad market, rose 25.4 %. D.Logistics Share Records Disproportionately Low Growth The D.Logistics share ended the year with a rise of 8.2 %. Allowing for its 7 cent dividend, the share realized growth of 14.6 %. The sector index of logistics stocks quoted in the Prime Standard (DAXsubsector Logistics) rose by a good 21 %. Key figures for the share Figures in Earnings per share Equity per share Equity ratio (%) Dividend 0.07 Peak price Lowest price Closing price for the year Daily trading volume (Ø, units) 40,401 48,296 Number of shares 43,773,655 44,154,978 Market cap. ( million) Relative performance of the D.Logistics share indexed, as %, January 1 December 30, D.Logistics AG CDAX Prime Logistics 50 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Volume in million Price fluctuation in Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 0.8

11 The Share To Our Shareholders 015 Following a comparatively positive trend in the period to mid-october, our share s performance was weaker than the reference indexes in the final two and a half months of the year in particular and it closed the period under review at a price of Share Repurchase Program Completed On September 29, 2008, the Executive Board of D.Logistics AG approved a share repurchase program and the subsequent withdrawal of the acquired shares. Repurchasing began on October 1, 2008 and ended March 31, Overall, 896,071 shares of the Company were purchased at an average price of Notice of all repurchases was provided on the website of D.Logistics AG ( In 2009, 382,154 of the Company s own shares were purchased for an average price of and withdrawn as of March 31. Subscribed Capital Reduced by Approx. 1 % The registered share capital decreased in the past fiscal year due to withdrawn shares by 381,313 from 44,154,978 to 43,773,665, and is divided up into the same number of nopar value shares to bearer. The number of shares admitted to stock market trading remained constant as of December 31, 2009 at 46, units. An amount of 20,000,000 was available as Approved Capital as of December 31, 2009 for the issuance of new shares in return for cash contributions or contributions in kind. D.Logistics financial calendar Publication of Annual Report 2009 April 8, 2010 Interim Report I / 2010 May 12, 2010 Annual General Meeting June 22, 2010 Interim Report II / 2010 August 12, 2010 Interim Report III / 2010 November 11, 2010 Shareholder structure Figures as % Other shareholders Detlef W. Hübner Shareholder Structure Executive Board Member Detlef W. Hübner has Majority Holding D.Logistics AG s ownership structure is crucially determined by the Company s founder and Executive Board member Detlef W. Hübner. On balance, in the past fiscal year the holdings attributed to him were increased from 52.3 % to 52.8 % due to the withdrawal of shares as part of the repurchase program. Convertible bond information ISIN Volume of issues Converted overall DE000A0DMK million 4.28 million Earnings per Share The earnings per share result from dividing the result due to the shareholders of D.Logistics AG by the weighted average number of shares in circulation. In the fiscal year 2009, on average 43,807,806 units (previous year: 44,603,246) were in circulation. The earnings per share on this basis were 0.01 (previous year: 0.26). Issue / redemption price Coupon 7.00 % Redemption December 8, 2009 Convertible Bond Repaid in December 2009 In December 2004, D.Logistics issued a convertible bond to the value of 7.2 million and with a coupon of 7.00 %. The bond had a time to maturity expiring December 8, 2009 and could be converted into shares at an exercise price of 1.80 for the first time following the 2005 Annual General Meeting. In April 2009, D.Logistics AG exploited the market situation and purchased convertible bonds from an investor with a volume of 0.5 million, at a price of %. In 2009, the bond s holders exercised their conversion right with a volume of 1,500, leading to the fresh issue of 831 shares. In the course of the year, the convertible bond was priced at between and and was repaid at a price of % on December 8, Please see page 97 of the Notes to the Consolidated Financial Statements for further information on the structure of the convertible bond.

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13 017 Management Report (Summarized) 018 Business and Economic Environment 027 Corporate Governance 036 Results of Operations, Financial and Asset Position 047 Position of D.Logistics AG 049 Risk Report 054 Reports on Dependence, Post-Balance Sheet Date Events and Expected Developments

14 018 Management Report Business and Economic Environment Organizational Structure and Business Fields Business and Economic Environment Organizational Structure and Business Fields Decentralized Structure of the D.Logistics Group The D.Logistics Group has a decentralized organizational structure, with D.Logistics AG as the ultimate holding company. In almost all cases, we have majority holdings in our investments. Please see the chapter Facts & Figures on page 126 for a summary of our operationally active investments and their corporate structure. As a management holding company we do not have any operating business ourselves and instead mainly perform management activities. These include specifying the strategic business fields, strategic control, appointments to management positions and control of the flow of capital within the Group. We have also established a compliance structure for the Group and control risk management and supervise important customers ( key accounting ). The holding also initiates and supervises Group-wide projects such as Business Development and Operational Excellence. The managing directors of the subsidiaries have a high level of independence as they are best able to assess regional specifics. Management is in the form of annual budget planning, target agreements and regular meetings. In addition, internal corporate governance guidelines specify consent requirements for specific types of transactions, e. g. investment schemes exceeding a specific volume. Core Features of the Group The D.Logistics Group is a strong service partner for its customers with finely-honed industry and methodological expertise. Its core features are as follows: Specialist for complex logistics solutions and intelligent packaging solutions Specific industry know-how, particularly industrial goods (mechanical and plant engineering, power station construction) and consumer goods (incl. automobile industry and consumer goods producers) Market leader in Germany for industrial export packaging Strong IT expertise to fulfill individual customer requirements Service-Oriented Segment Structure In accordance with the main type of service they offer, D.Logistics AG s equity investments are based in the three business fields of Industrial Goods Packaging, Consumer Goods Packaging and Warehouse Logistics. Industrial Goods Packaging Note 41, 42 The Industrial Goods Packaging segment comprises specific logistics activities for capital and investment goods manufacturers. This mainly consists of packaging construction, production of special packaging, export packaging logistics, long-term packaging and management of major industrial projects. The Group s advanced IT expertise is a major factor for success here. We also provide further industrial services such as disassembly services and spare parts warehousing.

15 Business and Economic Environment Management Report 019 Organizational Structure and Business Fields Locations of the D.Logistics Group Consumer Goods Packaging Note 41, 42 The Consumer Goods Packaging segment comprises packaging services for the consumer goods industry. The main activities in this division are packaging design and production and the entire spectrum from fully automated to manual packaging (displays). Our Consumer Goods Packaging services are also increasingly reinforced through data management. We also provide support services such as warehouse planning and management, distribution logistics, transport and document management and value-added services. Warehouse Logistics Note 41, 42 The Warehouse Logistics division s main services are warehouse planning and management, assembling, spare-parts logistics, just-in-time logistics and value-added services. The following diagram provides an overview of our individual segments. Business field summary Industrial Goods Packaging Consumer Goods Packaging Warehouse Logistics Type of goods Highly specific goods, e. g. production facilities Bulk goods Bulk goods D.Logistics know-how Technical expertise Process and IT know-how International network Secure, reliable delivery Total Packaging Solution Packaging design Design know-how Packaging technology Data management Process and IT know-how Coverage of all services, from commissioning, packaging, management through to dispatch Geographical focus Germany Eastern Europe Central Europe USA Central Europe Industry focus Mechanical and plant engineering, power station construction Consumer goods, automobile suppliers Automobiles, chemicals, electronics, healthcare, consumer goods Locations of the D.Logistics Group Majority of Locations in Germany In connection with the business activities of the D.Logistics Group, the terms location and sales market are more or less synonymous. As a service provider we mainly provide our services on a customer- and project-specific basis; as a rule, sales occur where the service is provided. In Germany, we have 50 locations which account for a total of 54,5 % of Group sales. The rest of Europe which accounts for around 28,6 % of business comprises 20 operational facilities in Belgium, France, Italy, Austria, the Slovak Republic and the Czech Republic. In the USA which accounts for approx. 16,9 % of our sales we have had two pack centers to date, but in the current year we intend to consolidate these activities in a single location. We established a new subsidiary last year in China (SuzHou) which will commence its operating activities this year. The D.Logistics Group s geographical presence is shown in the diagram on the following two pages. Number of locations Industrial Goods Packaging 47 Consumer Goods Packaging 10 Warehouse Logistics 15

16 020 Management Report Business and Economic Environment Locations of the D.Logistics Group BE DE FR CZ AT SK IT Industrial Goods Packaging, 47 Locations Consumer Goods Packaging, 10 Locations Warehouse Logistics, 15 Locations D.Logistics AG

17 Business and Economic Environment Management Report 021 Locations of the D.Logistics Group US CN Sales by region million Assets by region million Employees by region D.Logistics Group Germany Germany Germany 1,548 Rest of Europe Rest of Europe Rest of Europe USA USA USA

18 022 Management Report Business and Economic Environment Competition Environment Corporate Management, Goals and Strategy Competition Environment High Level of Customer Loyalty, Varying Levels of Competition The D.Logistics Group provides its services in a range of different competitive scenarios in the various regions and business sectors. The Industrial Goods Packaging segment continued to expand its strong market position in Germany in A broad customer base and customer relationships of many years standing are testimony to this segment s successful performance in competition. In future, we expect it to continue to consolidate its customer relationships and therefore its competitive position. The orientation of the Consumer Goods Packaging segment is mainly product-specific and in accordance with customer relationships. Due to the frequently strong level of integration with customers, this sector is only subject to limited competition. In the Warehouse Logistics segment, the intensity of competition varies. The in-house / outsourcing divisions are generally subject to a lower degree of competition due to their close relationship with customers. Where warehouse logistics is provided in so-called multi-user structures, i. e. multiple customers at a single warehouse, the D.Logistics Group does business in a highly competitive environment. Successful future performance here hinges on providing customer-specific additional services. Corporate Management, Goals and Strategy Internal Control System The Company s control instruments are intended to support the goal of a long-term increase in enterprise value and are oriented in accordance with profitable sales growth. D.Logistics AG controls its subsidiaries in accordance with their growth perspectives and individual income situations. For this purpose, it has a planning and budgeting process comprising both targets (topdown planning) and detailed planning for the individual units (bottom-up planning). The resulting targets are monitored by a monthly reporting system and deviations are rapidly analyzed. Regular meetings between the Executive Board of D.Logistics AG and the management of the subsidiaries support this process and enable a prompt reaction in case of any discrepancies. Financial Goals D.Logistics key financial goals are constant, profitable sales growth to be achieved both organically and through acquisitions. For the operating business segment, at Group level there is a long-term EBITA margin (EBITA defined as earnings before the financial result, taxes and goodwill amortization / impairment) target of more than 4 % (2009: 2.2 %). In the nonoperating business segment, the aim is a further improvement in the financial result and optimization of tax expenditure. In terms of the level of debt, the goal is for the D.Logistics Group s equity ratio to clearly exceed 30 % on a long-term basis (December 31, 2009: 39.4 %).

19 Business and Economic Environment Management Report 023 Corporate Management, Goals and Strategy Research and Development Economic Outline Conditions Operational Goals Our strategic orientation and our associated continuous evolution into a global packaging service provider have a central influence on the Company s operational development. Information technology and data management are increasingly significant here. A close relationship with our customers enables us to rapidly, efficiently and reliably implement these various tasks and processes. In this way, our services are continually expanded, while being tailored to our customers requirements. Both cross-learning and knowledge sharing play an important role in the process of communicating to the overall Group the specific know-how of individual locations. In future, we will more clearly separate our operating units from our business relationship management groups so as to leverage further growth and income potential in both these areas. Strategic Focus on Packaging Further strengthening of packaging services is key to the D.Logistics Group s orientation. For Industrial Goods Packaging, following the acquisition of the Logis Group in 2007 this has meant expansion into further international markets with the range of services we offer throughout Germany. In the 2008 fiscal year, we established a subsidiary of Deufol Tailleur GmbH at D.Logistics existing location in Italy, and in 2009, a subsidiary was founded in China, Deufol Packaging Service (Suzhou) Co., Ltd. Together with one of our strong cooperation partners, we will shortly establish our first pack center in the USA for the component sourcing and packaging segment. In Consumer Goods Packaging, in future all services which to date have only been provided on a selective basis in individual regions are to be offered at all our locations. The D.Logistics Group is currently still providing a large volume of packaging material delivery and manual packaging services which lack adequate IT support. Part of the Group s success relates to our capacity to offer our customers solutions based on our IT competence beyond the narrow scope of packaging. Accordingly, our further orientation as an intelligent and flexible solutions provider for all packaging issues also requires further development of our IT competences. Research and Development No Conventional Research Expenditure A service provider such as the D.Logistics Group does not have any conventional R & D expenditure. Instead, we constantly develop new products and innovative services while preparing new projects and in close cooperation with our customers. Economic Outline Conditions Deteriorating Global Economy According to the Kiel Institute for the World Economy, in the fiscal year 2009 the global gross domestic product fell for the first time since 1946, by a predicted 1 %.

20 024 Management Report Business and Economic Environment Economic Outline Conditions Following the dramatic decline in global economic activity as a result of the financial crisis which shaped the final months of 2008 and the start of 2009, the global economy has been on a path to recovery since the spring of Rapid and extensive measures in support of the banking sector and a strongly expansive monetary and financial policy have averted a collapse of the global financial system and provided the basis for a recovery of production and trade. While in the third quarter global production still fell short of its level in the previous year, relative to the previous quarter it improved as early as the second quarter. In the third quarter, it actually rose with a current annual rate of approx. 4 %, according to calculations by the Kiel Institute for the World Economy. The Kiel Institute s global economic activity indicator which is based on sentiment indicators provided by 41 countries reached a low point in the first quarter of 2009 and is now signaling a further recovery. Contracting Eurozone Economy For 2009 as a whole, according to Eurostat estimates Eurozone GDP fell by 4.1 % and by 4.2 % for the EU27, compared to % and % in Following the strong recession which marked the second half of 2008 and the first half of 2009, in the summer of this year a phase of economic recovery got underway in the Eurozone. In the third quarter of 2009, global economic production expanded again for the first time since the first quarter of According to the Kiel Institute for the World Economy, inventory changes and the current account balance which had already provided a positive growth contribution in the second quarter played a significant role in this rise. In contrast, gross investments in plant and equipment continued to fall, though significantly more slowly than in previous quarters. Private consumption also declined, while the government s consumer spending noticeably expanded (2.1 %). The production trend was highly varied in the individual member states of the Eurozone. Of the major Eurozone economies, Germany and Italy in particular realized significant growth rates while production suffered a further fall in Spain and Greece, for instance. According to Eurostat, the average inflation rate amounted to 0.3 % (2008: 3.3 %) in the Eurozone and to 1.0 % (2008: 3.7 %) in the EU27. Serious Recession in Germany In late 2009, the recovery of the German economy faltered. In the fourth quarter of 2009, according to the German Federal Statistical Office the price-adjusted gross domestic product (GDP) stagnated at the same level as in the previous quarter and was thus 1.7 % lower than in the same quarter in the previous year. Thus, in overall terms, German GDP in 2009 shrank by 5.0 % in price-adjusted terms relative to the previous year. This represents a significant deterioration on the previous year, which recorded growth of 1.3 %. The only growth impulses in 2009 were provided by consumer spending, which improved by 0.9 %. This rise was driven by widening government consumption expenditure, which rose by 3.0 %, while private consumer spending grew by just 0.2 %.

21 Business and Economic Environment Management Report 025 Economic Outline Conditions Gross fixed-capital investments recorded a 9.8 % decrease, with plant and equipment investments suffering a particularly pronounced fall ( 20.5 %) while construction investments remained relatively stable ( 2.8 %) and investments in other plant actually increased (+ 4.9 %). The current account balance i. e. the difference between exports and imports of goods and services, which had been a key growth engine for the German economy over the past few years recorded a negative growth contribution last year, as in 2008, putting the brakes on economic development. This was mainly due to significantly reduced foreign demand combined with a disproportionally low fall in German industry s import propensity. In 2009, German exports fell by 14.2 %, having grown by as much as 2.9 % in At the same time, imports declined in price-adjusted terms by just 8.9 % (previous year: %). On average for 2009, the consumer price index for Germany rose by just 0.4 % (previous year: 2.6 %) on A similarly low inflation rate was last seen in 1999 (+ 0.6 %). The low annual inflation rate for 2009 was mainly due to falling prices for mineral oil products ( 15.8 %) and food ( 1.3 %). Market Volume of the European Logistics Sector The current study on the Top 100 in European Transport and Logistics Services published by Nuremberg s Fraunhofer IIS-Center for Applied Research on Supply Chain Services (SCS), edition, has calculated a volume of around 930 billion in 2008 for the European logistics market. This corresponds to growth of slightly less than 3.5 % in relation to For the Europe of the 29 the 27 countries of the European Union plus Switzerland and Norway it is estimated that currently slightly less than 50 % of this figure is awarded to service providers. There is therefore still huge unutilized outsourcing potential. For 2009, the researchers predict an approx. 8 % decrease in the volume of the European market to around 850 billion. Logistics sales in 2008 billion Luxembourg Portugal Ireland Denmark Switzerland Austria Greece Norway Finland Sweden Belgium Netherlands Italy Spain United Kingdom France Germany Source: Peter Klaus, Evi Hartmann, Christian Kille: TOP 100 in European Transport and Logistics Services, edition

22 026 Management Report Business and Economic Environment Economic Outline Conditions Overall Summary of Business Performance German Logistics Market Suffers Clear Decline In Germany, Europe s biggest economy with the largest market volume for logistics services, according to Fraunhofer SCS in 2008 industry s logistics expenditure amounted to 218 billion or 8.8 % of the country s gross domestic product. For 2009, the researchers predict an approx. 9 % decrease in the volume of the German market to around 200 billion. The volume of the German logistics market is due not only to economic strength and the high level of population but also to the fact that trade and industry accounts for a sizeable portion of economic activity. Germany s central geographical location also plays a not insignificant role. At the same time, the figure of 200 billion represents the maximum possible market for logistics services if a 100 % outsourcing rate were to be achieved. In reality, around half of this market volume is provided through company logistics or insourced, while the other 50 % comes from commercial logistics service providers. Overall Summary of Business Performance Change 2009 (%) million Sales (13.9) EBITA 6.4 (55.9) Net financial liabilities 47.5 (2.9) D.Logistics Group: Difficult 2009 Fiscal Year It was a challenging year for our Company, particularly due to the extremely difficult global economic situation. Industrial Goods Packaging which extended its position as the strongest segment in the D.Logistics Group, provided an excellent overall performance despite the unfavorable outline conditions. Our national market leadership was consolidated and business relationships with our customers further strengthened. As part of the international expansion of the Deufol Tailleur Group, a subsidiary was founded in China (Suzhou) which is to commence its business activities in the current year. In Consumer Goods Packaging, our US activities fail to match up to our expectations and a significant loss was recorded here. On balance, our Italian subsidiary and our Belgian companies fulfilled and in some cases even exceeded the expectations placed in them. Warehouse Logistics failed to realize its goals in overall terms, but this was mainly due to the collapse of our airport business which we have now sold as well as the unexpectedly high start-up losses for our new Customization Center in Euskirchen. Our financial structure was largely stable in the past financial year. Net financial indebtedness fell slightly in 2009, by 1.4 million to 47.5 million. The equity ratio decreased somewhat, from 40.8 % in late 2008 to 39.4 % at the end of the past year. Goal achievement 2009 Sales EBITA million Original planning > 305 > 10 Revised planning Actual figures Original Planning Targets Not Fulfilled Not least due to the stronger than expected economic collapse, we were unable to realize our original goals for the past fiscal year. However, with annual sales of million we are within the corridor for our planning targets updated in the middle of the year. In 2008, sales amounted to million. The operating result (EBITA) was 6.4 million, around 8 % below our revised planning target. This exclusively resulted from the poor result realized in the USA in the fourth quarter of the past year. In the previous year, EBITA amounted to 14.6 million.

23 Corporate Governance 027

24 028 Management Report Corporate Governance Corporate Governance Statement Corporate Governance Corporate Governance Statement Responsible Corporate Governance The term corporate governance stands for responsible corporate management and control that is geared towards long-term value creation. It primarily relates to the way in which the management bodies operate, cooperation between them, and monitoring of their actions. Key aspects of good corporate governance include respect for shareholder interests, efficient cooperation between the Executive Board and the Supervisory Board, ensuring that the interests of the Company are given priority in the case of conflicts of interest, and open and transparent corporate communication. Corporate governance forms an integral part of corporate management at D.Logistics, which is aimed at increasing enterprise value. The key provisions of the Code are documented in the Articles of Association and the by-laws of the Executive Board and the Supervisory Board, and are observed by the management when performing all business activities. Further information on the activities of the Supervisory Board and cooperation between the Executive Board and the Supervisory Board can also be found in the Report of the Supervisory Board starting on page 10 This section is followed by the report on the remuneration of the Executive Board and the Supervisory Board on page 32. Cooperation between the Executive Board and the Supervisory Board D.Logistics AG is a company incorporated under German law. A dual management system comprising an executive board and a supervisory board as separate organs each equipped with its own independent competences is a basic principle of German stock corporation law. The Executive Board and Supervisory Board of D.Logistics AG enjoy a close and trusting working relationship in their monitoring and control of the Company. The Executive Board of D.Logistics AG currently consists of three members. The by-laws specify the competencies of the Executive Board as a whole as well as those of its Chairman and individual members. The areas of responsibility of the individual members of the Executive Board are defined in an organizational chart. The management structure of the Executive Board reflects the international orientation of the Company and its function as a management holding company. The members of the Executive Board are jointly responsible for managing the Company s business activities. The Executive Board determines the Group s business targets, fundamental strategic orientation, corporate policy and organizational structure. In particular, this includes the management of the Group and its financial resources, the development of its human resources strategy, appointments to management positions within the Group and the professional development of senior executives, as well as the presentation of the Group to the capital markets and the public as a whole. The Executive Board keeps the Supervisory Board promptly and comprehensively informed of planning, business trends and the Group s position. The Supervisory Board has three members. It monitors and advises the Executive Board in its management of the Company s business activities, and is responsible for business development, profit planning and further strategic development. It issues the audit engagement to the auditors and approves the single-entity and consolidated financial statements. It also appoints and dismisses the members of the Executive Board, working in conjunction with the latter to ensure long-term succession planning.

25 Corporate Governance Management Report 029 Corporate Governance Statement Any transactions or measures resolved by the Executive Board which materially impact on the asset ratios, financial ratios or results of operations of the Company require the prior approval of the Supervisory Board. These are listed in a catalog of transactions requiring approval, which is contained in the by-laws for the Executive Board of D.Logistics AG. In its report to the Annual General Meeting, the Supervisory Board describes any conflicts of interest and how these are handled. Material conflicts of interest relating to a member of the Supervisory Board that are not merely temporary should result in the termination of that person s membership of the Supervisory Board. In the year under review, there were no conflicts of interest relating to members of the Supervisory Board of D.Logistics AG. Shareholders and Annual General Meeting Shareholders exercise their rights and vote at the Annual General Meeting. Each share of D.Logistics AG entitles the holder to one vote. There are no shares with multiple voting rights, preferential voting rights or maximum voting rights. The Annual General Meeting resolves a number of key issues, including the appropriation of net profit and the approval of the actions of the members of the Executive Board and the Supervisory Board, the election of the auditors, and the election of the members of the Supervisory Board. In addition, the Annual General Meeting resolves amendments to the Articles of Association, corporate measures, and the authorization of certain intercompany agreements. Accounting and Auditing The consolidated financial statements of the D.Logistics Group are prepared in accordance with the International Financial Reporting Standards (IFRS). The single-entity financial statements of D.Logistics AG are prepared in accordance with the German Commercial Code. The auditors are elected by the Annual General Meeting in accordance with the relevant statutory provisions. The Supervisory Board prepares the proposal to the Annual General Meeting on the election of the auditors. To ensure their independence, the Supervisory Board must obtain from the auditors a declaration concerning any grounds for disqualification or partiality. In issuing the audit engagement to the auditors, it is agreed that the Chairman of the Supervisory Board will be informed immediately of any grounds for disqualification or partiality on the part of the auditors which arise during the performance of the audit, the auditors will report without delay on all facts and events of importance for the tasks of the Supervisory Board which arise during the performance of the audit, and the auditors will inform the Chairman of the Supervisory Board and / or note in the Auditor s Report if, during the performance of the audit, they become aware of facts which show a misstatement in the declaration on the German Corporate Governance Code submitted by the Executive Board and the Supervisory Board.

26 030 Management Report Corporate Governance Corporate Governance Statement Risk Management in the Group D.Logistics has a risk management system that reflects the Company s global orientation. The risk management system forms part of the planning, control and reporting process, and is intended to ensure that the Company s management identifies material risks at an early stage and is able to take measures to counteract these risks. The Chairman of the Supervisory Board remains in regular contact with the Executive Board to discuss issues relating to risk management, as well as the strategy and business development of the Group. Transparency and Communications D.Logistics provides shareholders, financial analysts, shareholders associations, the media and other interested parties with regular information on the financial position of the Company and key developments in its business activities. Information is published in line with the principle of fair disclosure. Accordingly, D.Logistics AG makes new information available to all shareholders and other interested parties at the same time as this information is disseminated to financial analysts and institutional investors. To ensure that information is provided in a timely manner, D.Logistics uses the Internet and other means of communication. A Financial Calendar lists all the dates of key publications (e. g. the Annual Report, Interim Reports or the Annual General Meeting) well in advance. The Financial Calendar is printed at the end of this Annual Report and is also available from our website In addition to its regular reporting, D.Logistics immediately publishes any new information that could have a significant effect on the Company s share price (ad hoc disclosures). In accordance with statutory requirements, D.Logistics also issues a statement immediately after receiving notification that a shareholder s stake in the Company has reached, exceeded or fallen below the thresholds of 3 %, 5 %, 10 %, 25 %, 30 %, 50 % or 75 % of the voting rights in D.Logistics AG, whether by way of acquisition, disposal or otherwise. Furthermore, in accordance with statutory requirements, details of transactions in financial instruments of D.Logistics AG by members of the Executive Board or the Supervisory Board (and persons defined by the German Securities Trading Act as related parties) are published promptly. An overview of the transactions effected is also provided on the Company s website ( under The share in the Investor & Public Relations section. Shareholdings of Members of the Executive Board and the Supervisory Board The Executive Board chairman, Mr. Detlef W. Hübner, holds 52.8 % of the share capital of D.Logistics AG, amounting to 23.1 million shares. The Executive Board also holds 73 thousand equities and around 94 thousand options to subscribe for the same number of D.Logistics shares. A detailed breakdown can be found under Supplementary Disclosures on page 114. The members of the Supervisory Board do not hold either shares or options to purchase shares in D.Logistics AG.

27 Corporate Governance Management Report 031 Corporate Governance Statement Declaration of Conformity with the German Corporate Governance Code The declaration of conformity issued by the Executive Board and the Supervisory Board of D.Logistics AG in February 2010 in accordance with section 161 of the German Stock Corporation Act is available on the Internet at In the declaration of conformity, the Executive Board and the Supervisory Board of D.Logistics AG state that the Company complies with most of the recommendations of the German Corporate Governance Code and has done so in the past. The Executive Board and the Supervisory Board of D.Logistics AG intend to continue to observe the recommendations of the German Corporate Governance Code in the version dated June 18, 2009 in future. Only in the following cases does D.Logistics AG not comply with the recommendations of the Code: Executive Board remuneration (section of the Code) Due to tax requirements for the avoidance of a concealed dividend payment due to his position as the majority shareholder, the Executive Board member Detlef Hübner receives variable remuneration as a fixed percentage of the Group s income from ordinary activities. This bonus may not exceed a maximum of 25 % of the overall remuneration. These tax requirements thus mean that the Supervisory Board is unable to stipulate for the relevant Executive Board member variable remuneration calculated over a period of several years. Age limit for members of the Executive Board (section of the Code) and the Supervisory Board (section of the Code) No age limit has been specified for the members of these bodies, since their physical and mental capacity is given appropriate consideration as part of the selection process regardless of their age. Establishment of Supervisory Board committees (section 5.3 of the Code) The Supervisory Board has not established any committees. Since the Supervisory Board only has three members, the committee members would inevitably be the same persons as the Supervisory Board members. Remuneration of members of the Supervisory Board (section of the Code) The remuneration paid to members of the Supervisory Board currently only contains a fixed component. The exercise of Chair and Deputy Chair positions and membership in committees is not considered separately. Due to the small size of the Supervisory Board (three members), only the Chairman can be considered as bearing additional responsibility. Publication of consolidated financial statements within 90 days (section of the Code) Due to the large number of companies included in the consolidated financial statements, it was not possible to publish the statements within the required time after the end of the respective reporting periods. The Company will endeavor to comply with this recommendation in future.

28 032 Management Report Corporate Governance Remuneration Report Remuneration Report Supervisory Board Compensation Supervisory Board compensation is governed by section 15 of the D.Logistics AG Articles of Association. Supervisory Board members receive fixed compensation of 20 thousand for each full fiscal year of service on the Supervisory Board, remitted pro rata at the end of the quarter. The Supervisory Board Chairman receives twice this amount. Supervisory Board members sitting on the Supervisory Board for less than a full fiscal year receive pro-rata compensation based on length of service on the Board. Supervisory Board members also enjoy full expenses reimbursement and reimbursement of any sales tax payable in connection with their compensation and expenses. In 2009, Supervisory Board compensation amounted to 80 thousand (previous year: 60 thousand). This amount was divided up as follows between the individual Supervisory Board members: Dr. Wolfgang Friedrich (chairman) 40 thousand, Helmut Olivier 20 thousand, Prof. Kai Furmans 20 thousand. In addition, the members of the Supervisory Board were reimbursed expenses of 0.5 thousand (previous year: 0.5 thousand). Executive Board Compensation All the Executive Board members of D.Logistics AG receive fixed and variable remuneration in accordance with the employment contracts newly concluded on February 13, The variable remuneration consists of a cash bonus. For two Executive Board members, the Supervisory Board decides on a discretionary basis on the value of their cash bonuses. This may not exceed 25 % of the overall remuneration (basic salary and cash bonus). The cash bonus is determined on the basis of the personal performance of the Executive Board member and the business success which he has achieved for the Company plus the following parameters in particular: D.Logistics AG s result after taxes, the result after taxes and third-party interests in the Group, the Company s medium and long-term performance, the Company s current liquidity position. Due to tax requirements for the avoidance of a concealed dividend payment due to his position as the majority shareholder, one other Executive Board member receives variable remuneration as a fixed percentage of the Group s income from ordinary activities. This bonus may not exceed a maximum of 25 % of the overall remuneration. The new employment contracts do not provide for any stock options. The Executive Board members receive further non-performance-related compensation, consisting mainly of use of a company car. Individual Executive Board members are responsible for paying tax on noncash benefits. No pension commitments exist with regard to Executive Board members as the Group does not generally make use of pension plans.

29 Corporate Governance Management Report 033 Remuneration Report Executive Board compensation for the fiscal year totaled 1,396 thousand (previous year: 1,205 thousand). Total individual Executive Board member compensation breaks down as follows: Total compensation Fixed salary Other Performance- Total compensation based in thousand components Andreas Bargende Tammo Fey Detlef W. Hübner Total 1, ,396 Commitments to Executive Board Members in Case of Early Termination These provisions have now been standardized in the three Executive Board members employment contracts. Upon early termination of the agency contract instigated by the Company, each Executive Board member is entitled to a severance package on the basis of his fixed salary plus average annual bonuses granted up to the date of the early termination and for the remaining duration of the contract, but not exceeding full remuneration for two years overall. This does not apply in the case of immediate termination for due cause. The relevant Executive Board member enjoys special termination rights with three calendar months notice in the event that the organizational structure of the Company should be altered in such a way as to compromise materially the competences of the member of the Executive Board or in case the Executive Board has more than four members. In this case, the severance package may not exceed three full annual salary installments. All settlement amounts are to be discounted at a rate of 6 %. All three Executive Board member contracts provide for a one-year non-compete clause upon departure from the Company. Departing Executive Board members receive an indemnification equal to 100 % of basic salary. The Supervisory Board has implemented a detailed review of possible consequences of the German Law Regarding the Appropriateness of Remuneration for Executive Board Members (VorstAG), which came into force in August The currently effective employment contracts with the Executive Board members of D.Logistics AG, which were approved by the members of the Supervisory Board, are all dated February 13, The Supervisory Board obtained advice from an independent lawyer on the legal changes resulting from the newly effective VorstAG. With reference to the recommendation passed by the legal committee of the lower house of the German parliament (Bundestag), this advice indicated that the new version of section 87 (1) of the German Stock Corporation Act regarding the makeup of overall compensation does not apply for the Executive Board contracts already effective when this new legislation came into force. Nonetheless, in the Supervisory Board s opinion the current system of Executive Board remuneration largely complies with the goal of the new regulations stipulated in VorstAG.

30 034 Management Report Corporate Governance Information Required under Takeover Law Information required under Takeover Law The following information is presented pursuant to section 289 (4) and section 315 (4) of the German Commercial Code (HGB). Capital As of December 31, 2009, the Subscribed Capital is 43,773,655 (previous year: 44,154,978) and is divided up into the same number of no par value shares to bearer. Each share provides a single vote and there are no special membership rights or voting right restrictions. As of December 31, 2009, Mr. Detlef W. Hübner, CEO of D.Logistics AG, holds an indirect capital share of 52.8 % (previous year: 52.3 %) through Lion s Place GmbH, Hofheim am Taunus. An amount of 20,000,000 remained unchanged as Approved Capital as of December 31, 2009 for the issuance of new shares in return for cash contributions or contributions in kind (end of previous year: 19,263,858). In accordance with the resolution passed by the Annual General Meeting on June 16, 2009, the Company has been authorized to increase the Company s share capital by up to 20,000,000 by June 15, In accordance with the resolution passed by the Annual General Meeting on June 16, 2009, the Company has been authorized to purchase up to 4,377,282 of its own shares in the period from June 16, 2009 to December 15, 2010; this corresponds to nearly 10 % of the share capital as of June Appointment and Dismissal of the Executive Board The appointment and dismissal of the Executive Board is regulated by section 84 in combination with section 85 of the German Stock Corporation Act; accordingly, the Supervisory Board appoints the members of the Executive Board for a maximum period of five years. Where multiple persons are appointed Executive Board members, the Supervisory Board may appoint one of these members as chairman of the Executive Board. The Supervisory Board may cancel an Executive Board appointment or an appointment to the position of chairman of the Executive Board for good cause. At D.Logistics AG, the appointment and makeup of the Executive Board is regulated in section 8 of the Articles of Association, in accordance with the relevant statutory provisions. Accordingly, the Executive Board has at least two members, who are appointed by the Supervisory Board. The Supervisory Board also specifies the number of Executive Board members and may appoint an Executive Board chairman and deputy chairman. Changes to the Articles of Association Changes to the Articles of Association are regulated in accordance with section 179 and section 133 of the German Stock Corporation Act. Paragraph 1 of section 179 specifies that any change to the Articles of Association requires a vote by the Annual General Meeting. The Annual General Meeting may assign to the Supervisory Board the power to make changes pertaining to the version only. Paragraph 2 states that an Annual General Meeting resolution requires a majority of the share capital represented at the vote, at least three quarters. The Articles of Association may specify a different equity majority, but may only specify a larger equity majority for a change to the Company s purpose of business. It may also specify further requirements.

31 Corporate Governance Management Report 035 Information on Acquisitions Accounting-Related Control and Risk Management System The Articles of Association of D.Logistics AG do not stipulate any different equity majorities or other requirements. In the case of D.Logistics, section 14 of the Articles of Association authorizes the Supervisory Board to make changes pertaining to the version only. Further disclosures in accordance with section 289 (4) and section 315 (4) of the German Commercial Code are provided in the remuneration report. Accounting-Related Control and Risk Management System The D.Logistics Group has an internal control and risk management system (ICS) for control and monitoring of its accounting process. This ICS is based on the recognized standards published by the COSO (Committee of Sponsoring Organizations of the Treadway Commission) and comprises the following elements: Control environment Risk assessment Control activities Information and communication Monitoring The goals of the internal control system have been approved by the Executive Board and notified to the relevant managers in the subsidiaries. The goal definitions include current risk management intelligence, and the key risks associated with the accounting process have been taken into consideration. The D.Logistics Group has a Group-wide accounting manual and an internal control specification in relation to the accounting-related activities of the key Group companies. In 2009, a chief compliance officer was appointed, who oversees measures for compliance with internal and external regulations. The chief compliance officer also acts as the Group s risk manager and closely cooperates with the Group s internal auditing department which was also established in 2009 and was subcontracted. Risk-hedging procedures are directly supervised by the Executive Board and are specified in the Notes or the Management Report where they affect the Group s commercial balance sheet. Please see the risk report for general information on the Group s risk management. The Group performed an assessment of the effectiveness of the existing systems, on the basis of which possible action requirements were identified. The internal auditing department also performed an independent audit and assessment. Internal auditing prepares audit planning which requires the Executive Board s approval and reports to the CEO. Audit planning is prepared on a risk-oriented basis and includes an assessment of the effectiveness of the accounting-related portion of the ICS. The internal auditing department reports to the audited units and the CEO. Follow-up audits ensure rectification within a defined time frame of any discrepancies graded as sufficiently serious. Reporting to the Supervisory Board is provided periodically or as required.

32 036 RESULTS OF OPERATIONS, FINANCIAL AND ASSET POSITION

33 Results of Operations, Financial and Asset Position Results of Operations Sales Management Report 037 Results of Operations, Financial and Asset Position Results of Operations Recession Leads to Decreased Sales Notes 01, 42 In an overall economic environment hit by the financial and economic crisis and marked by recession, in the period under review sales decreased by 13.9 % on the previous year to million and thus fell within the target corridor of 285 to 300 million. If the sales trend is adjusted for the changes to the consolidated group (sale of D.Logistics Airport Services GmbH) this represents an organic decrease of 12.2 %. If one also takes into consideration the US dollar s appreciation against the euro of around 5 % on average, the decline is approx %. Consolidated sales Share by segment Sales million Share as % million Industrial Goods Packaging % 400 Consumer Goods Packaging % Warehouse Logistics % Holding company % 47 % 48 % 45 % 45 % 46 % Total % Industrial Goods Packaging s Share Continues to Rise Note 42 In the past year, Industrial Goods Packaging consolidated its position as the area of activity providing the largest volume of sales for the D.Logistics Group. Despite falling sales ( 11.7 % to million) in 2009, it contributed 47.3 % (previous year: 46.1 %) to Group sales. In the second-strongest segment, Consumer Goods Packaging, sales also fell ( 14.7 % to million) in the reporting period, providing 37.2 % (previous year: 37.5 %) of Group sales. However, this decrease is unevenly distributed across the regions: 10.9 % in Belgium, 27.2 % in Italy and 11.4 % in the USA. In the US the dollar s appreciation was a positive factor, however; in local-currency terms sales actually fell by 16.0 %. In Warehouse Logistics, sales decreased 18.3 % to 44.8 million. This means that this segment now represents around 15.4 % (previous year: 16.3 %) of Group activities. Besides falling volumes, this decline is also due to the disposal of D.Logistics Airport Services GmbH in the middle of the year. Adjusted for changes to the scope of consolidation, the drop in sales in Warehouse Logistics was only approx. 7.3 %. Regional Sales Distribution Hardly Changed Note 43 With an unchanged sales share of around 54.5 % (previous year: 54.6 %), Germany remains the Group s key market. The proportion of sales elsewhere in Europe decreased slightly, from 29.1 % to 28.6 %. The US increased slightly in significance, from 16.4 % to 16.9 %. 53 % 52 % 55 % 55 % 54 % Germany Rest of the World Consolidated sales by region million Germany Share (%) Rest of Europe Share (%) USA / Rest of the World Share (%) Holding company Share (%) Total

34 038 Management Report Results of Operations, Financial and Asset Position Results of Operations Costs Income Cost development million Cost of sales as % of sales Selling expenses as % of sales General and administrative expenses as % of sales Other operating income (4.4) (6.7) as % of sales (1.5) (2.0) Other operating expenses as % of sales Total as % of sales of which personnel costs * as % of sales * Total personnel costs included in all cost items Operating Costs Ratio Increased on Balance Notes 02 06, 11 At 89.5 % (previous year: 87.8 %), the ratio of the cost of sales to sales recorded a rising trend. This is mainly due to the personnel costs ( 10.3 %) which decreased to a disproportionately low extent relative to the fall in sales ( 13.9 %), higher space costs ( %) and increased rental and lease expenses (+ 2.8 %). Costs of materials which fell disproportionately strongly ( 17.3 %) and expenditure on purchased services ( 15.8 %) were the main positive factors here. Selling expenses fell 0.2 million to 5.5 million and accounted for around 1.9 % (previous year: 1.7 %) of sales. General and administrative expenses fell 3.0 million to 20.6 million and the expense ratio was 7.1 % (previous year: 7.0 %). As with the cost of sales, here too the slight rise in the expense ratio resulted from personnel costs which decreased to a disproportionately low extent ( 10.1 %), higher space costs ( %) and increased depreciation (+ 7.7 %). In contrast, legal and consulting costs ( 31.9 %), IT and communication costs ( 28.3 %) and travel expenses ( 36.2 %) fell significantly. Other operating income declined strongly. It fell by 2.3 million to 4.4 million, reducing the ratio to sales to 1.5 % (previous year: 2.0 %). In 2008, this item included compensation claims associated with an earlier case of warehouse damage in Italy, in the amount of 3.3 million, as well as income from the sale of the property in Zeithain in the amount of 0.9 million. The total other operating expenses also fell ( 1.6 to 2.3 million), the quota amounted to 0.8 % (previous year: 1.1 %). This is mainly due to the decreased accruals. In overall terms, the cost quota has thus increased from 95.7 % to 97.8 %. This corresponds to an EBITA margin of 2.2 % (previous year: 4.3 %). Income development million Gross profit EBITDA EBITA EBT Net income Economic Crisis Leads to Lower Result In the past fiscal year, the gross profit decreased by 25.9 % to 30.4 million. The gross mar - gin thus fell to 10.5 %, compared to 12.2 % in While in many cases the cost structure was adjusted in line with the reduced sales, this was not possible for personnel costs in particular whose share of sales increased to 32.6 % (previous year: 31.0 %) and for space costs. Earnings before interest, taxes, depreciation and amortization (EBITDA) were 16.2 million, compared to 24.0 million in the previous year. The EBITDA margin reached 5.6 %, compared to 7.1 % in Depreciation of property, plant and equipment remained largely constant, at 8.5 million, and amortization of other intangible assets rose slightly, from 1.2 million to 1.3 million. In the period under review, the operating result before goodwill amortization (EBITA) decreased by 55.9 % to 6.4 million and was thus approx. 8.0 % below the lower limit of our planning corridor. The EBITA margin reached 2.2 % in 2009, compared to 4.3 % in In the USA, in view of the poor results we implemented a full valuation adjustment on the allocated goodwill in the amount of 2.6 million. The operating result after goodwill amortization was thus 3.8 million (previous year: 14.6 million).

35 Results of Operations, Financial and Asset Position Results of Operations Income Management Report 039 Improved Financial Result Note 07 At 4.2 million, the financial result was less negative than in the previous year ( 4.7 million). Finance costs fell from 7.5 million to 6.6 million. These reduced costs are mainly due to the fact that in 2008 this item was encumbered with market valuations and accruals in the amount of 0.9 million. The average level of financial indebtedness was slightly higher ( 80.4 million, compared to 77.1 million in 2008). Financial income declined from 1.8 million to 1.6 million. This chiefly resulted from reduced income from bank balances ( 0.3 million). The profit from associates declined slightly, falling from 1.0 million to 0.9 million. Margin development as % of sales Gross margin EBITDA margin EBITA margin EBIT margin EBT margin (0.1) 2.9 Net income margin Positive Net Income Achieved Notes Earnings before taxes amounted to 0.4 million in the past year and were thus significantly below the level in 2008 ( 9.9 million). In the past fiscal year, the tax item recorded on balance income in the amount of 1.1 million (previous year: 2.5 million). Despite the lower pre-tax income, current tax expenditure for taxes on income increased from 2.1 million to 3.2 million. The reasons for this include significantly increased income tax expense in Italy, following the inflow of the compensation payment. For the deferred taxes, income of 4.4 million was recorded, compared to 4.6 million in As well as the recognition of deferred taxes on current losses, this item also reflects the recognition of deferred taxes in the amount of 2.9 million due to the profit and loss transfer agreement between D.Logistics AG and Deufol Tailleur GmbH. As a consequence of this agreement, tax income recorded by Deufol Tailleur GmbH can be partially offset against tax losses carried forward by D.Logistics AG. This corresponds to a result of 0.7 million (previous year: 12.4 million). The profit share for minority shareholders amounts to 0.4 million, compared to 0.9 million in the previous year. The profit attributable to the shareholders of D.Logistics AG amounted to 0.4 million in the period under review, compared to 11.5 million in the same period in the previous year. Earnings per share were in 2009 (previous year: 0.257).

36 040 Management Report Results of Operations, Financial and Asset Position Financial Position Financing Investments Total Decentralized Financing for the D.Logistics Group Notes 24, 40 The D.Logistics Group is financed in a decentralized form. Most financing is provided by means of bilateral bank loans and syndicated borrowing facilities. Credit lines of 34.1 million are available to the Group at various banks (previous year: 32.9 million). As of December 31, 2009, 21.2 million (previous year: 13.1 million) of this had been utilized, subject to variable interest rates. The variable-interest loans carried in the balance sheet are subject to standard interest-rate risks; in some cases these are limited through interest rate hedges. In fiscal year 2009, the average weighted interest rate for short-term loans was 4.37 % (previous year: 6.13 %). The payable credit margins are partially dependent on achieving certain financial ratios (so-called covenants ). In the Executive Board s opinion, the D.Logistics Group s financial resources are sufficient to meet payment obligations at any time. Financial liabilities million to banks thereof current thereof noncurrent Finance leasing Convertible bond Other Total Lower Net Financial Indebtedness Notes 18, 24 In the past fiscal year, the financial liabilities of the D.Logistics Group increased slightly, from 76.1 million to 78.8 million. Net financial liabilities defined as the total financial liabilities less financial receivables and cash fell slightly, by 1.4 million from 49.0 million on December 31, 2008 to 47.6 million at the end of the period under review. This was due to the increase in cash held (+ 2.7 million) and higher financial receivables (+ 1.4 million). The balance of amounts due to banks and call deposits at banks is 55.9 million (previous year: 54.2 million). Reduced Volume of Investment Notes 12, 13 In the period under review, at 7.2 million, investments were 22.2 % lower than in 2008 ( 9.2 million). In the past fiscal year, investments in property, plant and equipment totaled 6.7 million (previous year: 7.2 million). The investment quota as a ratio of capital expenditure to sales was 2.3 % in 2009 (previous year: 2.1 %). Investments by segment million Industrial Goods Packaging Consumer Goods Packaging Warehouse Logistics Holding company Total Share Investments million Property, plant and equipment % Intangible assets % Financial assets % Total %

37 Results of Operations, Financial and Asset Position Financial Position Investments Depreciation, Amortization and Impairment Cash Flow / Liquidity Management Report 041 Operating and office equipment ( 1.9 million) is the largest capital expenditure item. This is followed by leased assets ( 1.8 million), technical equipment and machinery ( 1.6 million) and land ( 0.3 million). There were minor goodwill additions ( 0.1 million). 0.5 million (previous year: 1.7 million) was invested in other intangible assets. Higher Depreciation, Amortization and Impairment Notes 12, 13 Depreciation of property, plant and equipment and amortization of intangible assets increased significantly on the previous year ( 12.4 million compared to 9.5 million). Depreciation on property, plant and equipment amounted to 8.5 million (previous year: 8.2 million) and amortization on other intangible assets totaled 1.3 million (previous year: 1.2 million). In addition, in the USA goodwill amortization was implemented in 2009 in the amount of 2.6 million. Depreciation, amortization Share and impairment million Property, plant and equipment % Intangible assets % Financial assets % Depreciation, amortization and impairment by segment million Industrial Goods Packaging Consumer Goods Packaging Warehouse Logistics Holding company Total Total % Operating Cash Flow Remains at High Level Notes The operating cash flow amounted to 15.1 million in the period under review and was thus just 3.9 % below the level in the previous year ( 15.7 million). Net cash used in investing activities was 2.8 million ( 0.5 million). Cash-based fixed assets investments were 5.3 million. On the other hand, the disposal of intangible assets and property, plant and equipment produced fund inflows in the amount of 2.2 million. Further proceeds resulted from interest and dividends received ( 2.3 million) and from the sale of financial assets and subsidiaries ( 1.1 million). Outflows of funds resulted from the purchase of minority interests ( 1.5 million) and the increase in financial receivables ( 1.4 million). Net cash provided by operating activities million

38 042 Management Report Results of Operations, Financial and Asset Position Financial Position Cash Flow / Liquidity Change in liquid funds in thousand 15,060 2,806 14,853 12,143 9, Liquid funds Dec. 31, 2008 Net cash provided by operating activities Net cash used in investing activities Net cash used in financing activities Changes in the scope of consolidation Liquid funds Dec. 31, 2009 Free cash flow: 12,254 Accordingly, the free cash flow which is made up of net cash provided by operating activities and net cash used in investing activities amounted to 12.3 million, compared to 15.2 million in the previous year. Net cash used in financing activities totaled 9.5 million. Amounts due to banks increased in cash terms by a net amount of 4.4 million. Outflows of funds resulted from the decrease in other financial liabilities ( 3.5 million), paid interest ( 6.4 million) and the dividends paid to the shareholders of D.Logistics AG ( 3.1 million). In addition, 0.4 million was used to repurchase Company shares. Cash and cash equivalents increased by 2.7 million to 14.9 million as of December 31, 2009.

39 Results of Operations, Financial and Asset Position Asset Position Management Report 043 Asset Position Slightly Lower Balance Sheet Total Notes The balance sheet total for the D.Logistics Group decreased in 2009 by 1.9 % to million. On the asset side of the balance sheet, noncurrent assets declined by 3.7 % from million as of the period-end in the previous year to million as of the reporting date. This decrease resulted from a reduction in property, plant and equipment ( 3.3 to 51.1 million). The asset depreciation ratio (ratio of accumulated depreciation to historical cost) rose by 3.2 percentage points on the previous year to 60.7 %, while the property, plant and equipment ratio (the ratio of property, plant and equipment to the balance sheet total) decreased from 23 % to 22 %. In addition, the other intangible assets decreased ( 1.7 to 3.7 million) and goodwill fell by a total of 3.9 million to 64.5 million due to valuation adjustments and the currency translation. Deferred tax assets increased (+ 2.6 to 10.8 million) and the Other receivables and other assets item rose slightly (+ 0.6 to 4.0 million). The other noncurrent assets changed only slightly. The current assets increased from 80.3 million to 81.5 million. This is mainly due to the increased trade receivables (+ 2.7 to 14.9 million). Financial receivables (+ 1.2 to 3.0 million), trade receivables (+ 0.4 to 44.3 million) and inventories (+ 0.2 to 11.7 million) also rose. In contrast, other receivables and other assets decreased ( 2.8 to 6.0 million), as did tax receivables ( 0.4 to 1.6 million). The working capital the difference between current assets and current, non-interest-yielding liabilities decreased from 35.0 million to 28.2 million. Balance sheet structure share as % Current assets Noncurrent assets Assets 34% 35% 66% 65% Equity and liabilities 32% 38% 27% 23% 41% 39% Current liabilities Noncurrent liabilities Equity Lower Equity Following Distribution Notes At the end of fiscal year 2009, the D.Logistics Group s equity was at 91.6 million, 5.1 million lower than the previous year s level ( 96.7 million). Since the balance sheet total fell slightly, this led to a decrease in the equity ratio from 40.8 % to 39.4 %. Equity decreased due to the dividend distribution ( 3.1 million), changes recognized directly in equity ( 1.8 million), the deduction of the Company shares repurchased in 2009 from the Subscribed Capital ( 0.4 million) and the lower minority interests ( 0.3 million). The profit for the period (+ 0.4 million) had a positive effect. The noncurrent liabilities decreased considerably, from 63.6 million to 53.6 million. Here, the other liabilities in particular decreased ( 8.6 to 4.7 million). The late purchase price liability resulting from the acquisition of the minority shares in Deufol Tailleur GmbH was reclassified from the noncurrent segment to the current segment. Deferred tax liabilities also fell ( 1.6 to 2.2 million). Financial liabilities rose slightly (+ 0.3 to 44.9 million). The other noncurrent liabilities hardly changed. Asset cover ratio II the ratio of equity and noncurrent liabilities to fixed assets was %, compared to % at the end of Net financial indebtedness and equity ratio million 36.7 % / 05 Equity ratio 40.1 % / / / / 09 Net indebtedness 35.1 % 40.8 % 39.4 %

40 044 Management Report Results of Operations, Financial and Asset Position Asset Position Employees The current liabilities increased significantly, by 10.5 million to 87.3 million. The other liabilities recorded the largest increase (+ 5.8 to 22.2 million). This was due to the above-mentioned reclassification of the purchase-price liability. Trade payables (+ 2.2 to 26.1 million), current financial liabilities (+ 2.4 to 34.0 million) and tax liabilities (+ 0.1 to 2.1 million) also increased. Employees Overview of employees D.Logistics Group Germany 1,548 1,847 Rest of the World 1,134 1,321 Female Male 1,869 2,372 Total 2,682 3,168 Average 2,890 3,187 Lower Number of Employees As of the end of 2009, the D.Logistics Group had 2,682 employees. This represents a decrease of 486 employees or 15.3 % on the previous year. However, the Group s number of employees decreased by 339 due to the removal from the corporate group of D.Logistics Airport Services GmbH, resulting in a net decrease of just 147 employees or 5.2 %. As of December 31, 2009, the Group had 1,548 employees in Germany (57.7 %) and 1,134 employees (42.3 %) elsewhere. Industrial Goods Packaging had 68 fewer employees while Consumer Goods Packaging recorded the strongest decrease ( 161 employees); its US workforce recorded a particularly significant decrease ( 131 employees). Warehouse Logistics registered a lower fall in employees ( 257) than the airport business (339 employees) and thus actually increased in net terms. Additional employees were hired here, mainly in connection with the launch of the new project in Euskirchen. Personnel costs decreased in the reporting period by 9.5 % to 94.3 million. The personnel cost ratio as a ratio of personnel costs to sales increased from 31.0 % to 32.5 %. Personnel expense ratio % 50 Share Employees by segment D.Logistics Group Industrial Goods Packaging 1,085 1, % Consumer Goods Packaging % 20 Warehouse Logistics 845 1, % Holding company % Total 2,682 3, % Thanks for Commitment The Executive Board would like to thank all the Company s employees for the dedication and flexibility they displayed in fiscal year 2009.

41 Results of Operations, Financial and Asset Position Employees Development in the Segments Management Report 045 Development in the Segments Industrial Goods Packaging Notes 41, 42 In 2009, Industrial Goods Packaging suffered due to the poor economic situation in much of the mechanical and plant engineering sector, so that consolidated sales fell by 11.7 % to million. EBITA in this sector decreased by just 4.8 %, from 10.2 million to 9.7 million. The EBITA margin rose from 6.6 % to 7.1 %. Besides a wide variety of cost-cutting measures, the successful completion of additional projects in the first half of the year was a key factor in this result which was favorable in view of the economic trend. In overall terms, Industrial Goods Packaging provided an outstanding performance despite the negative outline conditions. Our national market leadership was consolidated and business relationships with our customers further strengthened. As part of the international expansion of the Deufol Tailleur Group, a subsidiary was founded in China (Suzhou) which is to commence its business activities in the current year. Industrial Goods Packaging million Sales Consolidated sales Gross profit EBITA = EBIT EBITA margin (%) EBT Consumer Goods Packaging Notes 41, 42 The Consumer Goods Packaging segment achieved consolidated sales of million, a fall of 14.7 % on the level in the previous year. However, this decline was unevenly distributed among the Group s regions, with 10.6 % in Belgium, 27.2 % in Italy and 11.4 % in the USA. In the US the euro s appreciation was a positive factor, however; in local-currency terms sales actually fell by 16.0 %. The operating result (EBITA) for this segment was negative at 1.5 million and far below the level for the previous year ( 5.0 million). However, the result for 2008 included income from compensation claims associated with an earlier case of warehouse damage in Italy, in the amount of 3.3 million. In Italy, the result adjusted for the 2008 compensation payment was positive. In particular, production areas were better utilized here, by leasing smaller sites and also renting out existing areas. Significant use of temporary workers in Italy enables a flexible response to fluctuations in volume. In Belgium, the net operating result fell only slightly short of the previous year. In the USA, the Group suffered an unexpectedly strong loss in 2009 ( 4.3 million). The volume of core business fell here significantly. This led to clearly reduced utilization of existing production capacities and was reflected in a significantly lower contribution margin. In addition, in the fourth quarter the concentration on a single business location rather than two and valuation adjustments for inventories imposed significant burdens. Moreover, within the framework of the impairment testing we implemented a full valuation adjustment on the goodwill allocated to the USA, in the amount of 2.6 million. Consumer Goods Packaging million Sales Consolidated sales Gross profit EBITA (1.50) 5.00 EBITA margin (%) (1.4) 4.0 EBIT (4.11) 5.00 EBT (6.74) 2.70

42 046 Management Report Results of Operations, Financial and Asset Position Development in the Segments Overall Summary of Economic Position Warehouse Logistics million Sales Consolidated sales Gross profit EBITA = EBIT EBITA margin (%) EBT (0.21) 3.11 Warehouse Logistics Notes 41, 42 In Warehouse Logistics, consolidated sales decreased 18.3 % to 44.8 million. This strong decline is due in particular to the collapse in airport business in the first half of 2009 ( 37.4 %) and the subsequent sale of D.Logistics Airport Services GmbH in the middle of the year. Adjusted for changes to the scope of consolidation, the drop in sales in Warehouse Logistics was approx. 7.3 %. EBITA in this segment fell by 97.6 % to 0.07 million. In the previous year, the result included an accounting profit of 0.9 million from the sale of the property in Zeithain. Besides the weak general economic situation, Dönne + Hellwig Logistics GmbH placed a particularly strong strain on this segment. Start-up losses of 1.3 million were realized at the new Customization Center in Euskirchen, and empty warehouse areas following the departure of a tenant in the fourth quarter were only partially newly leased. The airport business which was sold in the middle of the year has been recognized in the results and provided a negative contribution ( 0.29 million). The Belgian companies performed positively, more than doubling their results. In the fourth quarter, significant income was realized here through a profit-sharing agreement with a customer. Overall Summary of Economic Position At the time of preparing these consolidated financial statements, the D.Logistics Group s economic position remains stable. The economic and financial crisis has also led to significant volume falls in most segments of the D.Logistics Group. Clearly lower results were recorded in the USA in particular, and in the Warehouse Logistics segment in some cases. The profit trend for the Industrial Goods Packagingsegment is relatively stable. Our financial and asset position remains solid.

43 Position of D.Logistics AG Sales and Results of Operations Assets and Financial Position Management Report 047 Position of D.Logistics AG Sales and Results of Operations In fiscal year 2009, D.Logistics AG realized sales of 1,857 thousand (previous year: 2,579 thousand) and other operating income of 965 thousand (previous year: 4,419 thousand). These sales mainly resulted from amounts billed to associates for services provided and rents. Sales in the amount of 1,274 thousand (previous year: 1,561 thousand) were realized outside Germany. The other operating income mainly consists of income from the release of accruals in the amount of 429 thousand (previous year: 124 thousand), income from the reduction on item-by-item allowances amounting to 183 thousand (previous year: 189 thousand) and income from passed-on expenses in the amount of 312 thousand (previous year: 434 thousand). No income resulted from the write-up of financial assets in the past fiscal year (previous year: 2,700 thousand). The income from the release of accruals and the reduction on item-by-item allowances is income unrelated to the accounting period. The other operating expenses ( 9,712 thousand, previous year: 4,392 thousand) mainly comprise bad debt charges in the amount of 4,032 thousand (previous year: 189 thousand), losses from the disposal of investments in the amount of 2,833 thousand (previous year: 13 thousand), external services in the amount of 628 thousand (previous year: 665 thousand), legal and consulting expenses in the amount of 616 thousand (previous year: 1,790 thousand), passed-on expenses in the amount of 305 thousand (previous year: 434 thousand), space costs in the amount of 266 thousand (previous year: 270 thousand), losses from exchange-rate differences in the amount of 114 thousand (previous year: income of 957 thousand) and losses on receivables in the amount of 2 thousand (previous year: 116 thousand). The other operating expenses include expenses unrelated to the accounting period in the amount of 6 thousand (previous year: 582 thousand). In the past year, the financial result increased from 4,932 thousand to 10,368 thousand. Net interest income improved from 457 thousand to 352 thousand and net income from investments increased from 5,389 thousand to 10,270 thousand. This was mainly due to the reduced amortization on financial assets in the amount of 523 thousand, which totaled 6,800 thousand in the previous year. Income from profit transfer agreements rose to 8,823 thousand (previous year: 5,323 thousand) and income from investments decreased to 2,420 thousand (previous year: 6,866 thousand). Income from ordinary activities thus amounted to 1,050 thousand (previous year: 5,336 thousand). The net profit for the year under review amounted to 682 thousand (previous year: 4,554 thousand). D.Logistics AG: Income statement in thousand Sales 1,857 2,579 Other operating income 965 4,419 Personnel costs (1,855) (1,784) Depreciation, amortization and impairment (573) (418) Other operating expenses (9,712) (4,392) Financial result 10,368 4,932 Income / loss from ordinary activities 1,050 5,336 Taxes (368) (782) Annual net profit 682 4,554 Assets and Financial Position In the year under review, the balance sheet total of D.Logistics AG increased from million to million. Fixed assets rose from 98.3 million to million while current assets decreased from 9.0 million to 12.1 million. Depreciation on property, plant and equipment and amortization on intangible assets amounted to 573 thousand (previous year: 418 thousand), investments to 2 thousand (previous year: 23 thousand). Investments in financial assets totaled 7,069 thousand (previous year: 2,646 thousand). This was mainly due to the recognition of the possible additional purchase price for the acquisition of Deufol Tailleur GmbH.

44 048 Management Report Position of D.Logistics AG Assets and Financial Position D.Logistics AG: Balance sheet as % of total assets Fixed assets of which financial assets Current assets Balance sheet total Equity Provisions Liabilities of which financial liabilities Balance sheet total On the liabilities side of the balance sheet, equity decreased from 77.3 million to 74.6 million. Equity was reduced by the dividend payout ( 3.1 million) and the deduction of the Company shares repurchased in 2009 ( 0.4 million) from the Subscribed Capital. The profit for the period (+ 0.7 million) had a positive effect. As of December 31, 2009, the equity ratio had thus decreased from 72.1 % to 65.8 %. Accruals fell to 1.5 million (previous year: 2.7 million). Liabilities rose from 27.3 million to 37.3 million, mainly due to the recognition of the additional purchase price for the acquisition of Deufol Tailleur GmbH. In 2009, a nominal amount of 1.5 thousand was converted into 831 Company shares from the convertible bond issued in December 2004 with a nominal value of 7.2 million. The convertible bond was repaid on December 8, The following cash flow statement shows the financial position of D.Logistics AG: in thousand Result for the period 682 4,554 Depreciation / appreciation 573 4,518 (Gain) loss from disposal of investments 2,833 0 Other noncash revenue / expenses (1,300) (6,280) Increase (decrease) in accruals (1,224) 1,770 Net changes in working capital (140) (1,940) Operating cash flow 1,424 2,622 Purchase of intangible assets and property, plant and equipment (280) (23) Purchase of financial assets (69) (1,035) Proceeds from the sale of financial assets Dividends received 2,420 6,866 Interest received Net cash used in investing activities 2,240 6,484 Proceeds from borrowings 6,496 0 Repayment of borrowings (5,393) (6,859) Payments for the purchase of Company shares (389) (530) Dividends paid (3,064) 0 Interest paid (1,356) (1,620) Net cash used in financing activities (3,705) (9,008) Change in cash (41) 98 Cash at the beginning of the period Cash at the end of the period

45 Risk Report 049

46 050 Management Report Risk Report Risk Policy Risk Management Risk Report Risk Policy The role of D.Logistics AG is to act as a management holding company for operationally active subsidiaries which provide logistics-related services in Germany and elsewhere, focusing on packaging. As part of its holding tasks, D.Logistics AG provides the resources required for risk management and monitors implementation of risk-policy and risk-management procedures on an ongoing basis. Corporate management and control, corporate governance, the by-laws and risk policy are coordinated within the D.Logistics Group. Exposure to risks is unavoidable in our efforts to achieve long-term success by taking advantage of opportunities in our services divisions and regions in an environment of constantly changing requirements and challenges. These are carefully examined and assessed on the basis of a risk / opportunity calculation. Our corporate and business strategy is to concentrate operational activities and the risks associated with them within separate legal entities in order to insulate the rest of the Group from possible negative influences. The core risks are monitored on an ongoing basis and measures are implemented to reduce them. The core risks comprise, in particular, risks associated with the companies current and future business situation. Risks include potential losses of customers due to relocations of packaging-related production sites or insufficiently rigorous development of market leadership in core business fields. Non-core and residual risks are accepted provided they can be specifically identified and mapped. Non-core risks are externalized (force majeure, liability to third parties for loss or damage etc.). In particular, corporate governance guidelines (including the D.Logistics AG by-laws) and the active monitoring of subsidiaries as the parent company ensure that the deliberate acceptance of risks proceeds in a transparent and controlled fashion. D.Logistics Group AG s Executive Board considers a highly-developed awareness of risk in all business divisions to be indispensable for the success of its risk policy. Awareness of existing and potential risks is an important element of business management. Due to the various risk areas and the different ways in which risks are applicable within the individual subsidiaries, this increased awareness is vital for successful implementation of risk policy. Risk Management All activities of subsidiary companies are supported by an integrated risk management system without exception. The purpose of risk management activities is firstly to ensure that statutory requirements are complied with, and secondly to promote value-oriented management of individual subsidiaries and thus of the D.Logistics Group as a whole. According to the December 31, 2009 risk inventory, the system covers around 99.4 % (previous year: approx %) of subsidiary risks as measured against Group sales. The risk management system was audited in connection with the auditing of the annual financial statements.

47 Risk Report Risk Controlling Specific Risks Management Report 051 Risk Controlling Risks are identified by managing directors or site managers applying the following ten risk categories: strategy / planning, market / sales, procurement, service provision, finance, personnel, IT, contracts / legal, communication and other. The responsible managers document the risks identified in risk maps on a quarterly basis. Aggregation is subsequently implemented at Group level. Risk measurement is standardized throughout the Group. Risks identified in risk maps are assessed by local or site managers in terms of probability of occurrence and amount of potential loss. Individual risks are assigned quantitative values requiring response upon reaching specific levels. Measures taken to control identified risks are subject to regular on-site monitoring as to their effectiveness. The Executive Board additionally supervises risk identification procedures conducted by individual subsidiaries in the course of regular visits. Specific Risks Macroeconomic and Sector Risks For 2010, we predict a marginally upward trend for the economy and for our industry. Detailed commentary on the outlook for the economy and our industry is provided on pages 54 ff. of the Report on Expected Developments. Raw materials prices, and oil prices in particular, may also pose a specific risk. A rise would likely place a drag on the global economy. Increasing purchasing costs would result, potentially coupled with falling demand affecting sales in key markets for our Group such as our export-oriented mechanical and plant engineering business, which might then affect our business further down the line. Acquisition and Investment Risks Acquisition and investment decisions intrinsically involve complex risks as they tie up substantial capital on a long-term basis. Such decisions can only be made on the basis of specific, predefined terms governing responsibilities and approval requirements. Performance-Related Risks Sales and earnings of the subsidiaries are largely dependent on a relatively small number of business relationships with larger customers. Customers come from different industries (e. g. Procter & Gamble in the consumer goods industry, VW in the automotive industry), creating a certain risk diversification effect in addition to the fact that different, unrelated services are performed for one and the same customer.

48 052 Management Report Risk Report Specific Risks A primary objective of the D.Logistics Group is to promote customer loyalty, for example, through joint process and efficiency improvement projects etc. with our customers and while maintaining a high level of customer commitment (e. g. through customer surveys). Customer surveys conducted for this purpose have provided positive feedback for D.Logistics Group locations, enabling measures for a further increase in customer satisfaction. One such measure has been the redoubling of our employee training and education efforts. The acquisition of smaller customers is also important in order to broaden our customer base. The structuring of contracts with customers also poses certain risks, such as where amortization periods for investments exceed the initial contract term. Older contracts only allow limited reaction to quantitative or qualitative changes affecting our business. At the same time, price adjustment clauses are not always adequate for promptly passing on unexpected procurement price increases for raw materials to customers. Personnel Risks A major part of the business success of the D.Logistics Group rests upon the skills and qualifications of its employees and the motivation of the managerial staff of our corporate subsidiaries. For this reason, employees undergo regular training in order to ensure that the quality of the services provided meets customer requirements. Employees at all levels of the Company are being progressively sensitized to risk issues to ensure compliance with risk policy. Senior management remuneration packages have been systematically restructured to emphasize variable, performance-related components such as bonuses as an incentive for reaching targets. External contractors are utilized in some cases, particularly in view of the legal environment in certain countries. This allows managing phases of increased business activity without having to take on permanent employees, creating the potential for capacity underutilization later on. Nearly all subsidiaries are now run by managers with close ties to D.Logistics and an entrepreneurial attitude. The risk of loss of know-how through the departure of key personnel is limited through documentation of relevant know-how and its possession by multiple persons by virtue of the decision-making process structure. IT Risks In principle, possible IT risks may result from the failure of networks or the falsification or destruction of data through operating or programming errors. However, the IT infrastructure of the D.Logistics Group is in line with the Group s decentralized structure. There are therefore only isolated IT risks in the individual units and there are no Group-wide IT risks. The individual companies have extensive protection measures such as virus-protection concepts, firewalls and emergency and recovery plans as well as additional external back-up solutions in accordance with specific requirements. Financial Risks Different financing groups exist within the D.Logistics Group. The operating companies are largely financed on a decentralized basis. D.Logistics AG s financial risks mainly concern guarantees and loans extended to subsidiaries.

49 Risk Report Specific Risks Overall Group Risk Position Management Report 053 In some cases within the Group, credit agreements are tied to compliance with financial ratios ( covenants ). A violation of the covenants provides the banks with a right to terminate an agreement but does not automatically trigger a repayment obligation. In addition, the agreed credit margin and thus the Group s financing costs may be increased. As of December 31, 2009, in one case agreed financial ratios had not been complied with. This relates to liabilities to banks in the amount of 9.0 million. This did not trigger an automatic repayment obligation. It is at the bank s discretion to demand or waive a repayment. To date, the bank has not demanded a repayment. However, the relevant amounts due to banks have been reported as current. The continuing tensions on the financial markets may make it harder to borrow loan capital. Within the D.Logistics Group, there are financing requirements for the payments in connection with the acquisition of the minority interests in Deufol Tailleur GmbH (final purchase-price payment and performance-related purchase price component) in mid In addition, the financing of the American subsidiary is due for extension. At the present time, we expect to be able to organize successful follow-up financing, though it cannot be ruled out that this may only be possible subject to inferior conditions. Interest rate derivative contracts are still in place for managing and limiting interest rate risk in connection with medium-term financing. These are directly assigned to specific debt positions as cash flow hedges (see Other Disclosures, page 103). The risks resulting from exchange-rate fluctuations only apply within the scope of consolidation as a result of the conversion of the annual financial statements of companies outside the euro currency zone. Exchange rates have only a marginal effect on operating business. In the single-entity financial statements, currency risks exclusively apply for transactions with subsidiaries outside the euro currency zone. The Group has recognized goodwill in consequence of its expansion strategy. Impairment testing pursuant to IAS 36 may necessitate goodwill amortization / impairment. On the basis of the impairment testing conducted in 2009, goodwill amortization / impairment was implemented for the USA CGU in the amount of 2.6 million. At the present time, no further amortization / impairment requirement is apparent. Legal Risks The D.Logistics Group is exposed to general legal risks resulting from its business activities and from tax affairs. It is not possible to state with any certainty the outcome of currently pending or future proceedings, so that expenses may result due to judicial or official rulings or settlements such as are not covered or are not fully covered by insurance benefits and which may significantly affect our business operations and earnings. Overall Group Risk Position In summary, as in the previous year, no operational or financial risks are currently identifiable which potentially jeopardize the continued existence of the D.Logistics Group as a going concern. The Group structure entailing a wide range of services offered in a variety of sectors and regions under a management holding company has proven effective from a risk standpoint. Operating risks for individual subsidiaries are covered through appropriate insurance protection as far as possible. The risk management system is being continually upgraded and enhanced to allow risks to be identified at an early stage and appropriate countermeasures to be taken.

50 054 REPORTS ON DEPENDENCE, POST- BALANCE SHEET DATE EVENTS AND EXPECTED DEVELOPMENTS

51 Reports on Dependence, Post-Balance Sheet Date Events and Expected Developments Planned Orientation and Strategic Opportunities for the Group Management Report 055 Report on Dependence Since there is no control agreement with the majority shareholder, pursuant to section 312 of the German Stock Corporation Act the Executive Board of D.Logistics AG was obliged to prepare a report on D.Logistics AG s relationships with associates. This report covers the relationships with the Lion s Place GmbH and the companies of the D.Logistics Group. The Executive Board declares pursuant to section 312 (3) of the German Stock Corporation Act: With regard to the legal transactions listed in the report on D.Logistics AG s relationships with associates, for each such transaction our Company has received an appropriate counterperformance in accordance with the known circumstances at the time of its execution. No disadvantageous events for the Company occurred during the fiscal year such as are subject to a reporting obligation. Report on Post-Balance Sheet Date Events No material events occurred after the balance sheet date for which a reporting obligation is applicable pursuant to IAS 10. Report on Expected Developments Planned Orientation and Strategic Opportunities for the Group In future, the D.Logistics Group will increasingly evolve into a provider of intelligent and flexible solutions in the packaging segment. It will maintain the legal structure of a holding company as before, since this has proven its worth as a structure enabling the Group to respond to different requirements in its various regions and markets. This also provides not least for risk limitation. As part of this strategy, we will focus even more intensively on our customers, so as to understand more rapidly and clearly their requirements and the challenges which they present. This will enable us to offer faster and more specific solutions for our partners. To achieve this goal, we will make increased use of business relationship managers whose primary task will be to establish close relationships with our customers / partners. On the other hand, we shall empower managers with operational responsibility to concentrate more intensively on optimization of organizational processes. The strategic opportunities for the Group also lie in support for our customers in other regions. We have already realized initial successes here. For example, we are in advanced negotiations with customers whom we have previously only supported in Germany and for whom we will soon be providing packaging services in the USA, too; at the same time, with US customers, we are currently developing pack center solutions for Europe. The presence of the D.Logistics Group on two continents creates significant growth opportunities and strengthens our position as our customers increasingly focus on core service providers. We continue to adhere to the goal of providing additional services around our core focus of packaging activities. These include warehouse logistics, purchasing, inflow control for projects and packaging solutions consulting.

52 056 Management Report Reports on Dependence, Post-Balance Sheet Date Events and Expected Developments Economic Outline Conditions Our services will remain supported by IT expertise. The development of our own software services has provided a not inconsiderable contribution to the success of the D.Logistics Group in strengthening its existing customer relationships and also acquiring new customers. We are also working toward a single brand, so as to provide the Group with a new external profile and thus support our growth strategy. In future, we intend to communicate our core competence packaging more strongly. For this purpose, we shall bring together all the companies included in the scope of consolidation under a single brand. In future, we shall offer our innovative and intelligent services worldwide through a uniform market profile. Economic Outline Conditions Global Economy Realizes Moderate Growth According to the Kiel Institute for the World Economy, with its strong performance Asia led the global economic recovery in the past year. However, production is now on the upturn almost everywhere. Industrialized nations have now also returned to growth trajectories. Yet despite the strong improvement in sentiment indicators, the researchers do not expect the collapse in production which occurred in the past year to give way to an equally powerful upturn. The processes of adjustment triggered by the end of real-estate price bubbles, lower equity prices and turbulence on the financial markets continue to impact negatively on economic activity. In many cases, these have led to an increased propensity to save, investment restraint and a pronounced risk awareness. There is also the uncertainty resulting from the massive economic policy response, since it will be necessary sooner or later to normalize monetary policy and consolidate government budgets. These factors are placing a particularly acute strain on industrialized-nation economies. In this year and next year, the Kiel economic researchers expect monetary policy to remain expansionary but for financial policy to gradually adopt a restrictive path which may even be quite stringent in some cases. Domestic demand remains low in key countries, particularly the United States and the United Kingdom. Accordingly, in the forecast period, gross domestic product should grow only moderately in the industrialized nations by 1.6 % this year and 1.9 % next year following its strong fall of 3.5 % in the past year. At the same time, in the view of the Kiel Institute for the World Economy the hitherto highly dynamic recovery in the emerging markets is now suffering a significant loss of impetus, due to the tightening-up of economic policy and the fact that the crisis-related losses have in many cases now been made up for. At rates of 3.7 % and 3.6 %, in 2010 and 2011 global production will grow only moderately. This year, global trade will rise very strongly, by nearly 10 %, but this is mainly due to the large statistical backlog which is the result of the very strong growth seen in the second half of The rate of expansion in 2010 will be significantly lower, at around 6.5 %, and the average rate for 2011 will be similar.

53 Reports on Dependence, Post-Balance Sheet Date Events and Expected Developments Economic Outline Conditions Management Report 057 Weak Eurozone Economy Following the slight acceleration in the second half of 2009, analyses produced by the Kiel Institute for the World Economy indicate a fall in economic performance for the first quarter of Besides the general economic restraint, production may be assumed to have suffered in many Eurozone countries due to the unusually harsh winter. However, this does mean that a noticeable pick-up in macroeconomic activity should be expected for the second quarter, due to related catch-up processes. The subsequent trend will probably remain weak, though. Starting from what was still a relatively low level, in February consumer confidence fell for the first time in nearly a year. While business confidence once again improved slightly, other early indicators such as the EUROFRAME indicator also point to an upswing in the economy. It is not likely that production losses from the past recession will be made up for during the forecast period. During this timeframe, the Eurozone economy will continue to suffer from the consequences of the peripheral countries debt crises. The ECB will be only partially successful with its expansionary monetary policy, since households and companies in Spain for instance have to eliminate major debts. Financial policy in many member states particularly Greece will also have a restrictive effect. However, there is no alternative to the savings measures if the credibility of the stability and growth pact is to be maintained and a buildup of government debt avoided which would be very hard to control. For countries whose domestic economies have been spared significant crises, such as the Netherlands and Germany, the adjustment processes in the peripheral countries will make themselves felt through a drop in export demand. On the other hand, in the current year, external trade should provide several positive impulses as a result of the growth occurring in emerging markets. Over the coming year, private consumption is likely to pick up marginally due to a slight fall in unemployment and continuing low interest rates. For 2010, in overall terms the economists predict a slight rise of 0.7 % in the Eurozone s gross domestic product, while elsewhere in the Eurozone production will grow by 0.5 %. Toward the end of the year, there will be a slight acceleration in the economic trend, and in 2011 overall economic production is likely to grow by 1.5 %. Global economy OECD early indicators Total Europe Germany USA Source: OECD Moderate Recovery in Germany For the German economy, following a weak start, the Kiel Institute for the World Economy predicts that overall economic production will improve in the course of the year. The pace of growth will be moderate, however aside from the catch-up effect which is expected to materialize once construction investments realize strong growth compensating for the weatherrelated loss of output. Domestic demand is mainly being stimulated by government measures. Private households are benefiting from tangible tax benefits. Only slight growth in unemployment is expected. All in all, real disposable incomes will significantly increase, triggering very strong growth in private consumer spending over the course of the year. Public construction investments should also grow significantly, promoted by government investment programs. Plant and equipment investments may be assumed to have bottomed out.

54 058 Management Report Reports on Dependence, Post-Balance Sheet Date Events and Expected Developments Economic Outline Conditions Company-Specific Outlook While macroeconomic capacity utilization remains very low, companies sales forecasts have improved. Export demand will remain lively. The impulses from this may be expected to be limited, however, since economic expansion in key trading-partner nations will be restrained. Accordingly, industrialized nations continue to register only very moderate growth in their real gross domestic product. This is particularly so in the Eurozone. Foreign trade will provide a small contribution to growth in 2010 since imports will expand more strongly than exports over the course of the year. All in all, we expect the economic recovery to broaden out somewhat. Real gross domestic product is expected to improve by 1.2 % this year. Price buoyancy will remain moderate but the rate of inflation in 2010 is at 0.6 % expected to be slightly higher than last year. In the coming year, the economic researchers expect the recovery to continue at a slightly increased pace. At 1.8 %, the growth rate for the real gross domestic product will be higher than in 2010, partly because the statistical backlog will be larger at the end of this year than at the end of Price buoyancy will remain restrained in the coming year. Inflation is expected to increase only slightly, to 0.8 %. Logistics Market: Slight Recovery According to Nuremberg s Fraunhofer IIS-Center for Applied Research on Supply Chain Services, the logistics sector in Europe will achieve a slight recovery and in 2010 reach a volume of between 880 and 920 billion, compared to an estimated corridor of 850 to 910 billion in For Germany, on the basis of a market volume of around 200 billion in 2009 the researchers predict growth of between 2 % and 3 % in Company-Specific Outlook Predicted Sales and Results of Operations In the context of a merely sluggish economic recovery, for fiscal year 2010 the D.Logistics Group predicts sales in a corridor between 280 and 300 million. Its operating result (EBITA) should reach more than 10 million. With regard to the sales trend, we expect the packaging segments to remain nearly constant in relation to the previous year, though experience shows that it is difficult to predict seasonal business in the autumn in Consumer Goods Packaging. In Warehouse Logistics, we envisage a noticeable decline in sales due to the smaller consolidated group. In terms of the outlook, in Consumer Goods Packaging we expect significantly improved results which will largely be fueled by the emerging turnaround in America. In Industrial Goods Packaging, we assume largely constant EBITA, since it is not clear at the present time whether this segment will once again be able to handle additional project business, which strengthened the income trend in the first half of In Warehouse Logistics, we expect a significantly improved result, particularly as the start-up losses incurred in 2009 for the Customization Center in Euskirchen will no longer apply. The third and fourth quarters will be of key significance for the operating result trend of the Group.

55 Reports on Dependence, Post-Balance Sheet Date Events and Expected Developments Company-Specific Outlook Management Report 059 For 2011, if the economic recovery continues, we expect to see a positive sales and income trend. The proposal for payment of a dividend for fiscal year 2010 will be decided on in accordance with the result of the single-entity financial statements. Expected Financial Position At present, current business activities do not on balance require external financing. Our financial resources secure our existing liquidity requirements and provide room for organic growth. However, in the current year, late purchase price payments of up to 9 million are required for the acquisition of minority interests in Industrial Goods Packaging. At least some external financing will be required for this. In the current year, investments in property, plant and equipment with a volume of around 4.5 million are planned; this corresponds to an investment quota (investments in property, plant and equipment in relation to sales) of 1.6 % of sales. The planned investments are thus lower than those in fiscal year 2009 ( 6.7 million). They will be financed through the net cash provided by operating activities. In the event of acquisitions, it may be necessary to borrow additional external funds. Executive Board s Overall Summary of the Group s Expected Development In the next few years, the D.Logistics Group will continue to develop its profile as a packaging services provider. This is also compatible with our clear brand profile among new and existing customers. Also the D.Logistics Group suffered falling sales and income in fiscal year 2009 due to the economic and financial crisis, though its operating business was in the black. However, our broad customer base and many years of business relationships, our specific know-how and our financial resources enable us to maintain a confident outlook regarding the Group s further development. Accordingly, while 2009 presented special challenges, over the next few years we once again envisage a positive trend for the Group.

56 060

57 061 Financial Statements 062 Consolidated Income Statement 063 Consolidated Balance Sheet 064 Consolidated Cash Flow Statement 065 Consolidated Statement of Changes in Equity 066 Notes to the Consolidated Financial Statements 116 Auditors Report 117 Responsibility Statement by the Management

58 062 Consolidated Financial Statements Consolidated Income Statement Consolidated Financial Statements Consolidated Income Statement (IFRS) in thousand Note / Page Sales 290, , / 83 Cost of sales (259,692) (295,748) 02 / 83 Gross profit 30,361 41,000 Selling expenses (5,481) (5,684) 03 / 83 General and administrative expenses (20,588) (23,582) 04 / 84 Other operating income 4,373 6, / 84 Other operating expenses (2,244) (3,838) 06 / 84 Profit from operations before impairment of goodwill (EBITA) 6,421 14,562 Impairment of goodwill (2,611) 0 Profit from operations (EBIT) 3,810 14,562 Financial income 1,602 1, / 85 Finance costs (6,656) (7,485) 07 / 85 Share of profit of associates 864 1, / 85 Profit before taxes (EBT) (380) 9,911 Income tax income (expenses) 1,124 2, / 85 Income ,369 of which income attributable to minority interests / 87 of which income attributable to equity holders of parent ,485 Earnings per share in Basic and diluted earnings per share, based on the income attributable to common shareholders of D.Logistics AG / 87 Average number of shares in circulation 43,816,469 44,603, / 87 Statement of Total Comprehensive Income (IFRS) in thousand Note / Page Income ,369 Other recognised income and expense (1,773) 2,303 Exchange rate differences on translation of foreign operations Before tax (1,677) 2,767 Tax 0 0 After tax (1,677) 2,767 Gain (loss) on cash flow hedges Before tax (136) (652) Tax After tax (96) (464) Total comprehensive income after tax (1,029) 14,672 of which attributable to minority interests of which attributable to equity holders of parent (1,404) 13,788

59 Consolidated Balance Sheet Consolidated Financial Statements 063 Consolidated Balance Sheet (IFRS) Assets Dec. 31, 2009 Dec. 31, 2008 Note / Page in thousand Noncurrent assets 151, ,821 Property, plant and equipment 51,112 54, / 88 Investment property / 88 Goodwill 64,464 68, / 88 Other intangible assets 3,672 5, / 88 Equity-method accounted investments 2,813 2, / 89 Financial receivables 13,423 13, / 92 Other financial assets Other receivables and other assets 3,974 3, / 92 Deferred tax assets 10,829 8, / 85 Current assets 81,496 80,288 Inventories 11,688 11, / 93 Trade receivables 44,282 43, / 93 Other receivables and other assets 6,019 8, / 92 Tax receivables 1,637 2,050 Financial receivables 3,017 1, / 92 Cash and cash equivalents 14,853 12, / 94 Total assets 232, ,109 Equity and Liabilities Dec. 31, 2009 Dec. 31, 2008 in thousand Note / Page Equity 91,614 96,724 Equity attributable to equity holders of D.Logistics AG 90,344 95,196 Subscribed capital 43,774 44, / 94 Capital reserves 107, , / 95 Accumulated losses (53,854) (51,159) Other recognized income and expense (6,816) (5,043) Equity attributable to minority interests 1,270 1, / 95 Noncurrent liabilities 53,612 63,612 Financial liabilities 44,869 44, / 96 Provisions for pensions 1,385 1, / 100 Other provisions / 100 Other liabilities 4,688 13, / 101 Deferred tax liabilities 2,212 3, / 85 Current liabilities 87,277 76,773 Trade payables 26,084 23, / 101 Financial liabilities 33,948 31, / 96 Other liabilities 22,147 16, / 101 Tax liabilities 2,083 1,982 Other provisions 3,015 2, / 100 Total equity and liabilities 232, ,109

60 064 Consolidated Financial Statements Consolidated Cash Flow Statement Consolidated Cash Flow Statement in thousand Note / Page Profit (loss) from operations (EBIT) 3,810 14,562 Adjustments to reconcile income (loss) to cash flows from operating activities Depreciation, amortization and impairment charges 12,428 9,449 12, 13 / 88 (Gain) loss from disposal of property, plant and equipment 24 (725) 05, 06 / 84 (Gain) loss from sale of investments (542) (95) 05 / 84 Other noncash expenses (revenue) Taxes paid (2,708) (3,407) Changes in assets and liabilities from operating activities Change in trade accounts receivable (1,399) 9,282 Change in inventories (191) 2,745 Change in other receivables and other assets 1,360 (4,182) Change in trade accounts payable 2,232 (8,409) Change in other liabilities (146) (3,797) Change in accrued expenses (25) 264 Change in other operating assets / liabilities (net) 214 (393) Net cash provided by (used in) operating activities 15,060 15, / 102 Purchase of intangible assets and property, plant and equipment (5,302) (7,060) Proceeds from the sale of intangible assets and property, plant and equipment 2,164 8,503 Purchase of financial assets 1, Dividends received Purchase of minority interests (1,500) (1,054) Payments for the purchase of subsidiaries (69) (20) 30 / 102 Proceeds from the sale of shares of subsidiaries / 102 Net change in financial receivables (1,414) (3,820) Interest received 1,463 1,740 Net cash provided by (used in) investing activities (2,806) (464) 31 / 102 Net change in borrowings 4,403 (6,681) Payments for the purchase of treasury stock (389) (530) Dividends paid to equity holders of D.Logistics AG (3,064) 0 Dividends paid to minority shareholders (633) (670) Net change in other financial liabilities (3,478) (1,245) Interest paid (6,338) (6,552) Net cash provided by (used in) financing activities (9,499) (15,678) 32 / 102 Effect of exchange rate changes and changes in the scope of consolidation on cash and cash equivalents (45) (86) Change in cash and cash equivalents 2,710 (565) 33 / 102 Cash and cash equivalents at the beginning of the period 12,143 12,708 Cash and cash equivalents at the end of the period 14,853 12,143

61 Consolidated Statement of Changes in Equity Consolidated Financial Statements 065 Consolidated Statement of Changes in Equity in thousand Subscribed capital Capital reserves Accumulated losses Other recognized income and expense Cumulative translation adjustment Reserve for cash flow hedges Equity attributable to equity holders of D.Logistics AG Equity attributable to minority interests Total equity Balance at Dec. 31, 2007 as reported 44, ,248 (62,644) (7,173) (173) 81,926 1,344 83,270 Income (loss) 11,485 11, ,369 Changes recognized directly in equity 2,767 (652) 2,115 2,115 Deferred taxes for valuation changes recognized directly in equity Total recognized income and expense 11,485 2,767 (464) 13, ,672 Capital increases 22,001 (22,000) 1 1 Capital reduction (22,000) 22,000 0 Treasury stock Share-based payment Dividends (670) (670) Purchase of minority interests (30) (30) Balance at Dec. 31, , ,243 (51,159) (4,406) (637) 95,196 1,528 96,724 Income (loss) Changes recognized directly in equity (1,677) (136) (1,813) (1,813) Deferred taxes for valuation changes recognized directly in equity Total recognized income and expense 369 (1,677) (96) (1,404) 375 (1,029) Capital increases Treasury stock * (382) (7) (389) (389) Share-based payment Dividends (3,064) (3,064) (633) (3,697) Balance at Dec. 31, , ,240 (53,854) (6,083) (733) 90,344 1,270 91,614 * For further details, please see Note (20) on page 94.

62 066 Consolidated Financial Statements Notes to the Consolidated Financial Statements General Information Basis of Preparation Notes to the 2009 Consolidated Financial Statements General Information D.Logistics Aktiengesellschaft, domiciled in Hofheim am Taunus, was established by way of a notarial instrument dated October 26, The Company was entered in the Frankfurt am Main commercial register under the number HRB on December 22, The Articles of Association were adopted on October 26, 1998 and last amended on February 1, The purpose of the Company is to manage existing equity investments and those to be acquired at a future date and to operate as a managing holding company, particularly for logistics companies. The address of the Company s registered office is Johannes-Gutenberg-Strasse 3 5, Hofheim, Germany. The Company s shares are traded on the Regulated Market of the Frankfurt Stock Exchange. Lion s Place GmbH is the parent company which prepares the consolidated balance sheet for the largest group of companies. The Executive Board approved the IFRS consolidated financial statements on March 24, 2010 so that they could then be forwarded to the Supervisory Board. Basis of Preparation D.Logistics AG prepares its consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) as mandatorily applicable in the European Union. In addition, the provisions of section 315a (1) of the Handelsgesetzbuch (HGB German Commercial Code) are complied with and applied in the preparation of the consolidated financial statements. All IFRSs (IFRSs, IASs, IFRICs, SICs) as adopted by the European Union and mandatorily applicable as of the balance sheet date were applied. In principle, the consolidated financial statements are prepared using the historical cost concept. This excludes derivative financial instruments and financial assets available for sale, which are measured at fair value. Consolidation All subsidiaries over which D.Logistics AG has legal or practical control are included in the consolidated financial statements. In addition to D.Logistics AG, the consolidated financial statements include 23 (previous year: 25) fully consolidated subsidiaries in Germany and 13 (previous year: 13) in other countries (hereinafter referred to as the D.Logistics Group or the Group ). Joint ventures are included in the consolidated financial statements using the equity method in accordance with IAS 31. Other significant equity investments are accounted for using the equity method if D.Logistics does not hold a controlling interest, but is able to exert a significant influence on the operating and financial policies of the investee. This is always the case if it holds between 20 % and 50 % of the voting rights ( associates ). On acquisition of an equity investment accounted for using the equity method, the difference between cost and proportionate equity is initially allocated to the assets and liabilities of this investment by making certain adjustments to the fair values. Any remaining excess of cost of acquisition over net assets acquired is recognized as goodwill, and is not amortized. If the fair value of an investment in an associate falls below its carrying amount, its carrying amount is written down to the fair value. The impairment loss is recognized in income, and the new carrying amount of the investment then represents historical cost. The annual financial statements of consolidated companies are prepared as of the reporting date of the consolidated financial statements.

63 Notes to the Consolidated Financial Statements Consolidated Financial Statements 067 Basis of Preparation Acquisition accounting is performed in accordance with the purchase method, whereby the cost of the acquired interests is eliminated against the parent s share of the revalued equity at the date of acquisition. Any resulting difference is allocated to the corresponding assets and liabilities of the subsidiary insofar as it is due to hidden reserves or hidden liabilities. Any remaining excess of cost of acquisition over net assets acquired is recognized as goodwill. In accordance with IFRS 3 (Business Combinations) in combination with IAS 36 (Impairment of Assets), goodwill is not amortized over the expected useful life, but instead tested at least annually to establish whether there is any need to recognize impairment losses. Minority interests represent the share of net profit / loss and net assets that is not attributable to the Group. Minority interests are reported separately in the consolidated income statement and the consolidated balance sheet. They are reported on the face of the consolidated balance sheet as a separate component of equity from the equity attributable to the shareholders of the parent company. Intercompany receivables and liabilities, revenue, expenses, income and profits are eliminated as part of consolidation. Currency Translation The consolidated financial statements are prepared in euros, the functional and presentation currency of the D.Logistics Group. Unless indicated otherwise, all amounts are given in thousands of euros. Each company within the D.Logistics Group determines its own functional currency. The annual financial statements of the foreign subsidiaries included in the consolidated financial statements whose functional currency is not the euro were converted into the Group currency (euro) on the balance sheet cut-off date pursuant to IAS 21 in accordance with the functional currency concept. Financial statements are translated using the modified closing rate method, i. e. balance sheets are translated from the functional currency to the reporting currency at the middle rate on the balance sheet date, while income statements are translated at the average rates for the year. The equity is translated at historical rates. Differences resulting from the translation of assets and liabilities compared with the translation of the previous year and translation differences between the income statement and the balance sheet are taken directly to equity and are reported under Other recognized income and expense. When a foreign operation is disposed of, the cumulative amount recognized in equity for this foreign operation is reversed to the income statement. Foreign-currency transactions are translated at the spot rate of the foreign currency to the functional currency prevailing at the transaction date. Foreign-currency monetary assets and liabilities are translated at the rate on the balance sheet date. The resulting foreign exchange differences are recognized in profit or loss for the period, with the exception of foreign exchange differences resulting from foreigncurrency loans insofar as the loans are used to hedge a net investment in a foreign operation. These are recognized directly in equity until the net investment is disposed of and only recognized in profit or loss on the date of disposal. The exchange rates for the translation of key currencies that are not part of the European Monetary Union changed as follows: Middle rate as of the balance sheet date Average rate for the year Foreign currency per US dollar Czech crown Slovak crown

64 068 Consolidated Financial Statements Notes to the Consolidated Financial Statements Basis of Preparation Sales Recognition Sales are primarily generated from services, products and rental agreements. These sales are recognized when the relevant service has been rendered or the goods delivered, the amount of sales can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Group. Sales are recognized net of purchase price reductions such as cash and sales discounts and rebates. Cost of Sales The cost of sales comprises the costs of the products and services sold. As well as direct material and manufacturing costs, it also includes indirect overheads such as depreciation of manufacturing equipment, amortization of certain intangible assets and write-downs on inventories. The cost of sales is recognized in the income statement in accordance with the realization of sales. Earnings per Share Earnings per share (EPS) are calculated in accordance with IAS 33. Basic earnings per share are calculated by dividing the net profit / loss for the period attributable to the holders of common shares of the parent company by the weighted average number of common shares in circulation. Shares newly issued or repurchased during a period are included pro rata for the time they are in circulation. Diluted earnings per share are calculated by dividing the adjusted net profit / loss for the period attributable to the holders of common shares of the parent company by the weighted average number of common shares in circulation and the weighted average number of common shares that would be issued following the conversion of all potential common shares with a dilutive effect into common shares. Intangible Assets and Goodwill Purchased intangible assets with finite useful lives are recognized at cost and amortized on a straight-line basis over their economic lives. Capitalized software licenses are amortized over their expected useful life of three to eight years or over the term of the relevant agreement. The amortization recognized is allocated to the relevant functions in the income statement based on the asset s use. If there are indications of impairment and the recoverable amount is less than amortized cost, impairment losses are recognized on the intangible assets. If the reasons for impairment cease to apply, the impairment losses are reversed accordingly, up to the acquisition cost. This does not apply to capitalized goodwill. Goodwill is recognized in accordance with IFRS 3 (Business Combinations) in conjunction with IAS 36 (Impairment of Assets). These standards require goodwill to be tested annually for impairment, rather than amortized. The accounting principles for intangible assets are as follows: Customer relationships Licenses and software Amortization method used Straight-line Straight-line Useful life 5 years 3 8 years Remaining useful life 3 4 years up to 8 years Amortization of intangible assets is included in the cost of sales as well as the general and administrative expenses and the selling expenses.

65 Notes to the Consolidated Financial Statements Consolidated Financial Statements 069 Basis of Preparation Property, Plant and Equipment Property, plant and equipment is carried at cost less straight-line depreciation recognized over the economic life of the respective item. Assets are removed from the balance sheet on disposal or scrapping; any disposal gains or losses are recognized in income. The following useful lives are used for depreciation: Useful lives of property, plant and equipment Factory and office buildings years Operating and office equipment 3 10 years Machinery and equipment 6 20 years Vehicle fleet 5 7 years If there are indications of impairment and the recoverable amount is less than amortized cost, impairment losses are recognized on the items of property, plant and equipment. If the reasons for impairment cease to apply, the impairment losses are reversed accordingly, up to the amortized cost. More complex items of property, plant and equipment consisting of clearly separable components with different useful lives are split into these components for the purposes of calculating depreciation. Depreciation is calculated using the useful lives of the individual components. Investment Property Investment property as defined by IAS 40 is carried at depreciated cost and, if applicable, depreciated on a straight-line basis over the same useful lives used for items of property, plant and equipment of the same type. The fair value of investment property is determined using recognized valuation techniques or on the basis of the current market price of comparable properties and disclosed in the Notes. The process of determining whether an arrangement contains a lease is performed on the basis of the substance of the arrangement at the date on which it is entered into, and requires a judgment on whether meeting the respective contractual obligations is dependent on the use of one or more specific assets and whether the arrangement transfers the right to use those assets. Group as Lessee Finance leases that transfer substantially all the risks and rewards incident to ownership of an asset to the Group result in the leased asset and the corresponding liability being recognized at the inception of the lease at the lower of the fair value of the asset or the present value of the minimum lease payments. If there is no reasonable certainty that the D.Logistics Group will obtain ownership at the end of the lease term, recognized leased assets are depreciated on a straight-line basis over the shorter of the lease term or the useful life of the asset. Lease payments are apportioned between the finance costs and the repayment of the outstanding liability so as to produce a constant rate of interest on the remaining balance of the liability. Finance costs are recognized as an expense immediately. Lease payments under operating leases are expensed on a straight-line basis over the term of the lease.

66 070 Consolidated Financial Statements Notes to the Consolidated Financial Statements Basis of Preparation Group as Lessor Leases that do not transfer substantially all the risks and rewards incident to ownership of an asset from the Group to the lessee are classified as operating leases. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and expensed over the lease term in proportion to the recognition of rental income. Contingent rent is recognized in the period in which it is generated. Leases that transfer substantially all the risks and rewards incident to ownership of an asset from the Group to the lessee are classified as finance leases with the Group as lessor. Lease payments are divided up into finance income and repayment of lease receivables. Sale and Lease-Back Transactions Leases resulting from sale and lease-back transactions are classified in accordance with the general leasing criteria and are treated either as finance or operating leases. In the case of a finance lease, the carrying amount of the capital good continues to be amortized as before. Any disposal gain is recognized and reversed in the income statement against the applicable finance expenditure over the term of the agreement. Any disposal loss is also recognized and reversed in the income statement over the term of the agreement. Joint Ventures and Associates Investments in joint ventures and associates are accounted for using the equity method. The cost of equitymethod accounted investments is increased or decreased annually by changes in equity insofar as these are attributable to the D.Logistics Group. Financial Assets Under the provisions of IAS 39, these financial instruments are classified as held for trading, loans and receivables, held to maturity or available for sale. Financial instruments held for trading are carried at fair value, with fair-value changes recognized in the income statement. Loans and receivables are measured at amortized cost with application of the effective interest method and less impairments. Income / losses are recorded in the income (loss) for the period. Held-to-maturity investments are carried at amortized cost using the effective interest method. Available-for-sale financial assets are carried at fair value, with fair-value changes less income tax expense recognized as gains or losses from the fair value measurement of financial instruments and presented as a separate item within equity. The Company s management classifies financial assets on acquisition and checks their classification at each balance sheet date. All standard market purchases and sales of financial assets are recorded in the balance sheet on the transaction date, i. e. the date on which the Company entered into the obligation to purchase the asset.

67 Notes to the Consolidated Financial Statements Consolidated Financial Statements 071 Basis of Preparation In case of objective indications of an impairment of assets accounted for at amortized cost, the impairment loss is the difference between the carrying amount of the asset and the present value of the expected future cash flows (with the exception of expected future loan losses which have yet to occur), discounted at the original effective interest rate for the financial asset, i. e. the effective interest rate determined at the initial valuation. The carrying amount for the asset is reduced with use of a valuation account. The impairment loss is recognized in the income statement. In case of a decrease in the valuation adjustment in the following reporting periods, where this decrease is objectively attributable to circumstances occurring after recording of the valuation adjustment, the previously recorded valuation adjustment will be canceled. However, the new carrying amount of the asset may not exceed the amortized cost at the reinstatement of the original value. The reinstatement of the original value will be recognized in income. In case of objective indications for trade receivables that amounts due will not all be received in accordance with the originally agreed invoice terms (e. g. probability of an insolvency or significant financial difficulties for the debtor), an impairment will occur with use of a valuation account. Receivables are closed out once they are classified as uncollectible. A financial asset (or a portion of a financial asset or a portion of a group of similar financial assets) will be closed out subject to one of the three following conditions: The contractual rights to receive cash flows resulting from a financial asset have expired. The Group will retain the rights to receive cash flows resulting from financial assets but assumes a contractual obligation of immediate payment of the cash flows to a third party under an agreement fulfilling the conditions laid down in IAS ( Pass-through Arrangement ). The Group has transferred its contractual rights to receive cash flows resulting from a financial asset, thereby either (a) substantially transferring all risks and opportunities associated with ownership of the financial asset or (b) not having substantially transferred or retained all risks and opportunities associated with ownership of the financial asset, but having transferred the power of control over the asset. Derivative Financial Instruments Derivative financial instruments are exclusively used by the Group to hedge interest-rate fluctuation risks. The Group s cash flow hedges are for fluctuations in the value of cash flows resulting from variable-interest loans. The Group applies the hedge accounting rules pursuant to IAS 39 in the course of its accounting. The effective portion of the profit or loss resulting from a cash flow hedge is recorded directly in equity as a portion of the accumulated changes recognized directly in equity, including deferred taxes, while the ineffective portion is immediately recognized in income. The financial instruments in their entirety are explained in Note (38). Where a fixed obligation not shown in the balance sheet is classified as an underlying transaction, the following accumulated change in the fair value of the fixed obligation attributable to the hedged risk will be recognized in the result for the period as an asset or liability with a corresponding profit or loss. The changes in the fair value of the hedging tool will also be recognized in the period result.

68 072 Consolidated Financial Statements Notes to the Consolidated Financial Statements Basis of Preparation Cash Flow Hedges The amounts recognized in equity will be reclassified in the income statement in the period in which the hedged transaction affects the period result, e. g. if hedged financial income or expenses are recognized or if an expected sale is executed. Where a hedge leads to the reporting of a nonfinancial asset or a nonfinancial liability, the amounts recognized in equity will form part of the costs of acquisition at the time of the addition of the nonfinancial asset or nonfinancial liability. Where the stipulated transaction or fixed obligation is no longer expected to be realized, the amounts previously recognized in equity will be reclassified to the income statement. In case of the expiry or sale, termination or exercise of the hedging tool without a replacement or the rollover of the hedging tool into another hedging tool, the amounts previously recognized in equity will remain a separate equity item until the envisaged transaction or fixed obligation has been realized. Hedges of a Net Investment Hedging of a net investment in a foreign operation, including hedging of monetary items balanced as part of the net investment, will be shown in the balance sheet as cash flow hedges. Profits or losses from the hedging tool which are attributable to the effective portion of the hedging tool will be directly recognized in equity while profits or losses attributable to the ineffective portion of the hedging tool will be recognized in the income statement. At the disposal of a foreign operation, the accumulated value of such profits or losses directly recognized in equity will be reclassified to the income statement. Cash and Cash Equivalents Cash and cash equivalents on the face of the balance sheet comprise cash on hand, checks, bank balances and short-term deposits with an original maturity of up to three months. Inventories Inventories are carried at the lower of cost and net realizable value. As a rule, carrying amounts are calculated using the weighted average cost method; for certain inventories, the FIFO method is used. Cost comprises all production-related costs, calculated on the basis of normal employment. As well as direct costs (such as direct material and manufacturing costs), it also includes fixed and variable material and manufacturing overheads relating to the production process and appropriate portions of depreciation of manufacturing equipment. Deferred Taxes Deferred taxes are calculated using the balance sheet liability method in accordance with IAS 12. This standard requires deferred taxes to be recognized for all temporary differences between the tax bases of the individual companies and the carrying amounts according to IFRSs, and on consolidation adjustments. Deferred tax assets are also recognized for future benefits expected to arise from tax loss carryforwards. However, deferred tax assets have only been recognized for accounting differences and for tax loss carryforwards to the extent that it is probable that the asset will be realized. Deferred tax assets are measured at the applicable national rates of income tax. In Germany, deferred tax assets were calculated using a tax rate of % (previous year: %). This includes corporation tax at 15 %, the solidarity surcharge of 5.5 % on the corporation tax and the average rate of trade tax within the Group.

69 Notes to the Consolidated Financial Statements Consolidated Financial Statements 073 Basis of Preparation Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when an asset is realized or a liability is settled. Deferred taxes for items recognized directly in equity will also be recognized directly in equity. Deferred tax liabilities are not recognized in case of taxable temporary differences associated with investments in subsidiaries and associates where the timeframe for the reversal of the temporary differences may be controlled and a reversal of the temporary differences is not probable in the foreseeable future. Other Recognized Income and Expense Items taken directly to equity are reported under this item, unless they result from capital transactions with shareholders, such as capital increases or dividend payments. This item includes the cumulative translation adjustment and unrealized gains or losses from the fair value measurement of financial instruments, and derivatives used in cash flow hedges. They are recognized including deferred taxes, where applicable. Share-Based Payment The Group applies IFRS 2 (Share-Based Payment) in the course of its accounting. In this context, it has elected to make use of the transitional provisions contained in IFRS 1, according to which IFRS 2 only has to be applied to share-based payments granted after November 7, 2002 that have not vested prior to the first-time application of IFRS 2. For further information on share-based payments, please refer to Note (23). Provisions for Pensions and Similar Obligations The actuarial valuation of pension provisions for defined benefit plans is based on the projected unit credit method prescribed in IAS 19. The interest element of pension expenses is shown as a finance cost. Prior-period actuarial gains and losses that exceed 10 % of the greater of the defined benefit obligation or the fair value of the plan assets are recognized immediately as income or expense. In the case of defined contribution pension plans (e. g. direct insurance schemes), the contributions payable are recognized immediately as an expense. Provisions are not recognized for defined contribution plans, as in these cases the Group has no other obligation above and beyond its obligation to pay premiums. Other Provisions Other provisions are recognized where a present obligation exists to third parties as a result of a past event, an outflow of resources is expected and the amount can be reliably measured. They are uncertain obligations that are recognized in the amount of the best estimate. Provisions with a remaining maturity of more than one year are discounted at market interest rates reflecting the risk specific to the liability and the period of time until the settlement date. Financial Liabilities and Other Liabilities Financial liabilities are carried at amortized cost. Differences between historical cost and the repayment amount and transaction costs are accounted for using the effective interest method. Other liabilities are carried at their nominal value or the repayment amount. Noncurrent other liabilities bearing no interest are accounted for at their present value. A financial liability will be closed out in case of the fulfillment, cancellation or expiry of the underlying obligation for this liability.

70 074 Consolidated Financial Statements Notes to the Consolidated Financial Statements Basis of Preparation Where an existing financial liability is replaced by another financial liability of the same lender subject to substantially different contract terms or where the terms of an existing liability are subject to substantial change, this replacement or change will be treated as a closing-out of the original liability and a valuation for a new liability. The difference between the respective carrying amounts will be recognized in income. Treasury Stock Where the Group acquires treasury stock, this is recognized at cost on acquisition and deducted from equity. The purchase, sale, issue or withdrawal of treasury stock is not recognized in income. Differences between the net carrying amount and the counterperformance are recorded in the capital reserves. Cash Flow Statement The cash flow statement is prepared in accordance with the provisions of IAS 7 and shows the changes in the Group s cash and cash equivalents in the course of the year under review as a result of cash inflows and outflows. A distinction is made between cash flows from operating activities, investing activities and financing activities. Cash flows from operating activities are presented using the indirect method. Segment Reporting Segment reporting is performed in accordance with IFRS 8 (Operating Segments). The segments correspond to those of the internal reporting structure. Segmentation aims to make transparent the assets and financial position and results of operations of the Group s individual activities and its various regions. Liabilities All liabilities are expensed in the period in which they are incurred. The Group does not have any qualified assets requiring mandatory inclusion of borrowing costs in their historical costs. Government Grants D.Logistics has received government grants relating to its investment projects. In accordance with IAS 20, these were deducted when determining the carrying amount of the respective assets. The grant is therefore recognized as income over the asset s useful life by means of a reduction in depreciation. Government grants are recognized if there is reasonable assurance that the grants will be received and the Company meets the conditions attached to the grants. Management Judgments and Key Sources of Estimation Uncertainty The preparation of the consolidated financial statements in accordance with IFRSs sometimes requires the Executive Board to make estimates or assumptions that can affect the reported amounts of assets, liabilities and financial liabilities as of the balance sheet date, and the income and expenses for the reporting period. Actual amounts and changes may differ from these estimates and assumptions. The significant judgments and estimates applied are described in the following section: Recognition and measurement of other provisions are based on an estimate of the probability of the future outflow of benefits, supplemented by past experience and the circumstances known at the balance sheet date. As such, the actual outflow of benefits may differ from the amount recognized under other provisions. Please see Note (26) for further disclosures.

71 Notes to the Consolidated Financial Statements Consolidated Financial Statements 075 Basis of Preparation Deferred tax assets from tax loss carryforwards are recognized on the basis of an estimate of the future recoverability of the corresponding tax benefits, i. e. if there is expected to be sufficient taxable income or reduced tax expense in future. The next five years is assumed as the assessment timeframe for this. The actual taxable income situation in future periods, and hence the extent to which tax loss carryforwards can actually be utilized, may differ from the estimate performed at the date on which the deferred taxes are recognized. Please see Note (8) for further disclosures. Significant forward-looking estimates and assumptions are made in the context of the impairment tests performed on goodwill, because the discounted cash flow method used for these tests requires the calculation of future cash flows, an appropriate rate of interest and long-term future growth rates. Any change in these factors may affect the results of such impairment tests. Please see Note (13) for further disclosures. Where an agreement regarding a business combination stipulates an adjustment of the costs of acquisition for the combination such as is dependent on future events, the amount of this adjustment will be incorporated in the costs of acquisition for the combination at the time of acquisition if the adjustment is probable and can be reliably measured. Further judgments may be required for the classification of leases. Changed Accounting and Valuation Methods In principle, the balancing and valuation methods used are the same as those used in the previous year, with the exception of the following IFR standards and interpretations (New Accounting Standards) used for the first time in the fiscal year. New Accounting Standards The new and revised IFR standards IFRS 7 Financial Instruments: Disclosures, IFRS 8 Operating Segments and IAS 1 Presentation of Financial Statements had no effect on the recognition and measurement of assets and liabilities in the consolidated financial statements. However, they did affect the form of publication of the Group s financial information. The annual improvement project (2008) features amendments to 20 IFRS standards. Application of the revised versions of these standards had no significant effect on the presentation of the consolidated financial statements. The IASB and IFRIC have published the following standards and interpretations which were not yet bindingly applicable in fiscal year The Group opted to waive early application of these standards and interpretations: Amendment of IAS 32 Classification of Rights Issues : The amendment to IAS 32 was published in October 2009 and is first applicable in a fiscal year beginning on or after February 1, This amendment redefines a financial liability so that certain rights issues may be classified as equity instruments. This applies even where these rights are offered pro rata to existing owners of non-derivative equity instruments of the same class of an entity in order to acquire a fixed number of the entity s own equity instruments for a fixed amount of any currency. Application of this standard did not have any effect on the consolidated financial statements. Amendments to IAS 39 Eligible Hedged Items : The amendment to IAS 39 was published in July 2008 and is first applicable retrospectively in a fiscal year beginning on after July 1, It clarifies the permissibility of only designating a portion of the fair-value changes or cash flow variability of a financial instrument as a hedged item. In certain cases, this includes designation of inflation as a risk or portion of a financial instrument. D.Logistics AG is currently assessing potential effects on future consolidated financial statements.

72 076 Consolidated Financial Statements Notes to the Consolidated Financial Statements Basis of Preparation IFRS 1 First-Time Application of IFRS : The revised standard IFRS 1 was published in November 2008 and is first applicable in a fiscal year beginning on or after July 1, The revised standard incorporates all editorial changes and a restructuring of the standard. This revision has not led to any changes in reporting and measurement rules for first-time adopters of IFRSs. It has not had any effect on the consolidated financial statements of D.Logistics AG. IAS 27 Consolidated and Separate Financial Statements : The revised standard IAS 27 was published in January 2008 and is first applicable in a fiscal year beginning on or after July 1, Changes in a parent s ownership interest in a subsidiary that do not result in a loss of control are accounted for within shareholders equity as transactions with owners acting in their capacity as owners. No gain or loss is recognized on such transactions and goodwill is not remeasured. At the loss of control of a subsidiary the remaining ownership interest is to be remeasured at fair value and included when calculating the gain on disposal. Losses incurred by the subsidiary are to be apportioned to the owners of the parent and the noncontrolling interests (previously referred to as minority interests ) even where this results in a negative balance in noncontrolling interests. The transitional provisions stipulate prospective application. Application of this standard did not have any significant effect on the consolidated financial statements. IFRS 3 Business Combinations : The revised standard IFRS 3 was published in January 2008 and is first applicable in a fiscal year beginning on or after July 1, The standard was subject to comprehensive revision as part of the IASB / FASB convergence project. The material changes refer, in particular, to the introduction of an option in the valuation of noncontrolling interests (previously referred to as minority interests ) which are to be measured either at fair value or at the proportionate share of the identifiable net assets of the acquiree. Also worthy of emphasis are the reevaluation as income or expense of previously held interests as of first-time control (step acquisition), mandatory consideration, at the time of acquisition, of a counterperformance tied to the occurrence of future events and the treatment of transaction costs as income. These new rules will affect recognition of goodwill and the result for a period in which a business combination takes place as well as future results. The transitional provisions stipulate that the new rule is to apply prospectively. There are no changes for assets and liabilities resulting from business combinations prior to the first-time application of the new standard. As the Group will probably continue to use the purchased goodwill method in case of future business combinations, the new rule will have no effect. IFRS 5 Noncurrent assets and disposal groups held for sale : The amendment to IFRS 5 clarifies that assets and liabilities of a subsidiary whose planned disposal will lead to a loss of control are to be classified as held for sale even if the company will retain a non-controlling interest in its former subsidiary following the sale.

73 Notes to the Consolidated Financial Statements Consolidated Financial Statements 077 Basis of Preparation IFRIC 12 Service Concession Agreements : IFRIC interpretation 12 was published in November 2006 and in principle is first applicable in a fiscal year beginning on or after January 1, This interpretation was incorporated in EU law in March 2009, with the proviso that this interpretation is mandatory in the EU no later than the first fiscal year after June 30, This interpretation regulates the balance-sheet treatment of obligations assumed under service concessions and rights received in the concession holder s financial statements. This interpretation is not expected to have any effect on the consolidated financial statements. IFRIC 15 Agreements for the Construction of Real Estate : IFRIC interpretation 15 was published in July 2008 and is first applicable in a fiscal year beginning on or after January 1, This interpretation was incorporated in EU law in July 2009, with the proviso that this interpretation is mandatory in the EU no later than the first fiscal year after December 31, This interpretation provides guidelines concerning the time and scope for realization of income from real estate construction projects. This interpretation is not expected to have any effect on the consolidated financial statements. IFRIC 16 Hedges of a Net Investment in a Foreign Operation : IFRIC interpretation 16 was published in July 2008 and is first applicable in a fiscal year beginning on or after October 1, This interpretation was incorporated in EU law in June 2009, with the proviso that this interpretation is mandatory in the EU no later than the first fiscal year after June 30, IFRIC 16 provides guidelines for the identification of foreign-currency risks which may be hedged as part of the hedging of a net investment, for definition of which group entities may hold the collateral instruments to hedge the net investment and for calculation of the foreign-currency profit or loss to be reclassified from equity to profit or loss at the disposal of the secured foreign operation. This interpretation is to be applied prospectively. D.Logistics AG is currently assessing potential effects on future consolidated financial statements. IFRIC 17 Distributions of Non-Cash Assets to Owners : IFRIC interpretation 17 was published in November 2008 and is first applicable in a fiscal year beginning on or after July 1, This interpretation provides guidelines for the recognition and measurement of liabilities stipulating a distribution of noncash assets to shareholders. The interpretation refers in particular to the time of recognition of a liability, measurement of the liability and the affected assets and the time of closing-out of these assets and the reported liability. It is to be applied prospectively. It is not expected to have any effect on the consolidated financial statements. IFRIC 18 Transfers of Assets from Customers : IFRIC interpretation 18 was published in January 2009 and is first applicable in a fiscal year beginning on or after July 1, This interpretation provides guidelines for the recognition of agreements under which a company receives tangible assets or cash from a customer which the company is required to use, e. g., to connect the customer to a network or provide the customer with ongoing access to a supply of goods or services, or to do both. It comments in particular on the recognition criteria for customer contributions and the time and scope for realization of income from such business transactions. This interpretation is to be applied prospectively. D.Logistics AG is currently assessing potential effects on future consolidated financial statements.

74 078 Consolidated Financial Statements Notes to the Consolidated Financial Statements Basis of Preparation The IASB and IFRIC have published the following standards and interpretations which were not yet bindingly applicable in fiscal year These standards and interpretations have not yet been recognized by the EU and are not applied by the Group. Amendment of IFRS 1 Additional Exemptions for First-Time Adopters : The amendment to IFRS 1 was published in July 2009 and is first applicable in a fiscal year beginning on or after January 1, IFRS 1 was revised to enable additional exemptions for full retrospective application of the IFRSs for the measurement of assets in the sector Oil and Gas sector and for leases. These have not affected the consolidated financial statements. Amendment of IFRS 2 Group Cash-Settled Share-Based Payment Transactions : The amendment to IFRS 2 was published in June 2009 and is first applicable in a fiscal year beginning on or after January 1, The amendment to IFRS 2 revised the definition of share-based payment transactions and the scope of IFRS 2 and inserted additional guidelines for the recognition of group share-based payment transactions. This requires a company to recognize received goods or services in accordance with the rules for an equity-settled share-based payment transaction where the company s own equity is granted in return or if the company is not obliged to settle the share-based payment agreement. In all other cases, the agreement will be recognized as share-based payment with a cash settlement. These principles apply irrespective of any internal repayment agreements. Within the framework of the amendment, the rules stipulated in IFRIC 8 Scope of IFRS 2 and IFRIC 11 Group and Treasury Share Transactions were incorporated in IFRS 2 and these two interpretations discontinued. These have not affected the consolidated financial statements. Improvements to IFRS 2009: The Improvements to IFRS 2009 are a combined standard which was published in April 2009 and comprises changes to various IFRSs which are applicable for fiscal years beginning on or after December 31, D.Logistics AG is currently assessing potential effects on future consolidated financial statements. IFRS 9 Financial Instruments: Classification and Measurement : The standard IFRS 9 was published in November 2009 and is first applicable in a fiscal year beginning on or after January 1, This standard was produced by the IASB as the first part of its project for comprehensive changes to the recognition of financial instruments and includes new rules for the classification and measurement of financial assets. Under these rules, depending on their characteristics and according to the applicable business model(s), financial assets are to be recognized either at amortized cost or in income at fair value. Equity instruments must always be recognized at fair value, but fluctuations in equity instruments may be recognized as part of other comprehensive income as an instrument-specific option exercisable at receipt. In this case, only specific dividend income would be recognized in income for equity instruments. D.Logistics AG is currently assessing potential effects on future consolidated financial statements.

75 Notes to the Consolidated Financial Statements Consolidated Financial Statements 079 Basis of Preparation Amendment to IFRS 1 Limited Exemption from Comparative IFRS 7 Disclosures for First-Time Adopters : The amendment to IFRS 1 was published in January 2010 and is first applicable in a fiscal year beginning on or after July 1, The new rule permits first-time adopters of IFRSs to make use of the transitional arrangements applicable for the amendment of IFRS 7 Improvement of Disclosures which was published in March These have not affected the consolidated financial statements. IAS 24 Related Party Disclosures : The revised standard IAS 24 was published in November 2009 and is first applicable in a fiscal year beginning on or after January 1, This revises the definition of related parties and exempts government-related entities from disclosure of transactions with the government and with other government-related entities. This standard is to be applied retrospectively. D.Logistics AG is currently assessing potential effects on future consolidated financial statements. Amendment of IFRIC 14 Prepayments of a Minimum Funding Requirement : The amendment to IFRIC 14 was published in November 2009 and is first applicable in a fiscal year beginning on or after January 1, Application of the interpretation IFRIC 14 which was published in July 2007 and seeks to limit an asset resulting from a defined benefit plan to its recoverable amount had certain unforeseen consequences for companies in some countries. The amendment is intended to enable companies to recognize an asset for prepayments of a minimum funding requirement. The application of this interpretation is not expected to have any significant effect on the consolidated financial statements. IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments : IFRIC interpretation 19 was published in November 2009 and is first applicable in a fiscal year beginning on or after July 1, This interpretation clarifies that at the issuance of equity instruments to creditors for the extinction of a financial liability, the equity instrument is to be treated as a counterperformance for the extinction of the liability. Equity instruments are measured either at fair value or at the fair value of the extinguished liability, whichever can be calculated more reliably. Any discrepancy between the book value of the extinguished financial liability and the fair value of the issued equity instruments is recorded directly in the income / loss for the period. D.Logistics AG is currently assessing potential effects on future consolidated financial statements.

76 080 Consolidated Financial Statements Notes to the Consolidated Financial Statements Scope of Consolidation Scope of Consolidation Consolidated Companies In addition to D.Logistics AG, the group of fully consolidated companies includes all major subsidiaries and subgroups over which D.Logistics AG has legal or practical control. Dec. 31,2008 Additions Disposals Dec. 31,2009 Consolidated subsidiaries thereof in Germany thereof abroad Companies valued using the equity method thereof in Germany thereof abroad Total As of the reporting date December 31, 2009, the scope of consolidation of D.Logistics AG consisted of 23 fully consolidated subsidiaries in Germany and 13 in other countries. The following table shows the companies fully consolidated as of December 31, 2009: Companies fully consolidated as of Dec. 31, 2009 Country Equity interest (%)* Aircon Airfreight Container Maintenance GmbH, Mörfelden-Walldorf Germany 56.7 Baumann Technologie GmbH, Oberhausen Germany 56.0 D.Logistics Services GmbH, Hofheim Germany D.Services Immobilien GmbH & Co. KG i. L., Hofheim Germany 94.8 Dönne + Hellwig Logistics GmbH, Hofheim Germany Dualogis GmbH, Erlenbach Germany 51.0 Deufol Tailleur GmbH, Oberhausen (and its subsidiaries) Germany Alltrans Exportverpackung GmbH, Hamburg Germany 65.5 APL Techno-Pack Verpackungsgesellschaft mbh, Frankfurt Germany BVU Bayerisches Verpackungsunternehmen GmbH, Munich Germany Deufol Exportverpackungsgesellschaft mbh, Oberhausen Germany Deutsche Tailleur Industrie-Service GmbH, Nuremberg Germany DTG Eggemann Industrieverpackung GmbH, Bochum Germany DTG Verpackungslogistik GmbH, Fellbach Germany 51.0 Fischer Kisten GmbH, Mühlhausen Germany GGZ Gefahrgutzentrum Frankenthal GmbH, Frankenthal Germany GTV Logistik GmbH, Bruchsal Germany Günter Baumann Transport + Verpackung GmbH, Oberhausen Germany Horst Lange GmbH, Hamburg Germany 56.7 IAD Industrieanlagen-Dienst GmbH, Munich Germany IAS Industrieanlagen-Service GmbH, Nuremberg Germany Tailleur & Topp GmbH, Berlin Germany Walpa Gesellschaft für Übersee- und Spezialverpackung mbh, Walldorf Germany 100.0

77 Notes to the Consolidated Financial Statements Consolidated Financial Statements 081 Basis of Preparation Companies fully consolidated as of Dec. 31, 2009 Country Equity interest (%)* Logis Industriedienstleistung GmbH, Tulln a. d. Donau Austria Logis průmyslové obaly a. s., Ivancice Czech Republic Logis priemyselné obaly s. r. o., Krusovce Slovak Republic Deufol Packaging Italy S. R. L., Fagnano Olona Italy D.Logistics North America Inc., Sunman, Indiana (and its subsidiaries) USA J & J Packaging Co., Brookville, Indiana USA D.Logistics Packing N. V., Tienen Belgium D.Logistics Tienen N. V., Tienen Belgium D.Logistics Services N. V., Tienen (and its subsidiaries) Belgium Arcus Installation N. V., Houthalen Belgium AT + S N. V., Houthalen Belgium D.Logistics Waremme S. A., Waremme Belgium 98.8 So. Ge. Ma. S. p. A., Fagnano Olona Italy * attributable to the relevant parent Investments Accounted for Using the Equity Method The following companies were included in consolidation using the equity method: Companies accounted for using the equity method as of Dec. 31, 2009 Country Equity interest (%) SIV Siegerländer Industrieverpackungs GmbH, Kreuztal Germany 50.0 Abresch Industrieverpackung GmbH, Viernheim Germany 50.0 Deutsche Tailleur Bielefeld GmbH & Co. KG, Bielefeld Germany 30.0 D.Logistics France SAS, Saint Nabord France 24.0 Acquisitions and Sales The shares in D.Logistics Airport Services GmbH were sold by notarial contract of July 3, Of the selling price of 0.5 million, 0.05 million has already been received. The remainder of the purchase price is due by June 30, 2012 and has been shown in the balance sheet as a long-term receivable with a present value of 0.39 million. The sale resulted in a disposal profit of 0.54 million in the consolidated financial statements of D.Logistics AG.

78 082 Consolidated Financial Statements Notes to the Consolidated Financial Statements Scope of Consolidation The sold assets and liabilities are shown in the following table: Jul. 1, 2009 Dec Current assets Noncurrent assets 1,656 1,497 Total assets 1,724 1,602 Current liabilities 1,806 1,327 Noncurrent liabilities Total liabilities 1,833 1,408 Net assets (109) 194 Disposal profit 542 Sale price (present value) 500 less sale price undue (450) Less cash and cash equivalents (45) Cash inflow (present value) 5 Mergers Under a contract dated August 19, 2009 DTG Mannheim GmbH was merged with Deutsche Tailleur Industrieservice GmbH. Sales 2008 Under a contract dated January 22, 2008, Dönne + Hellwig Logistics GmbH acquired 100 % of the limited partner s shares in Dönne + Hellwig GmbH & Co. KG. The purchase price was 90 thousand. As Dönne + Hellwig Logistics GmbH was also the general partner at the time of acquisition, Dönne + Hellwig GmbH & Co. KG was automatically merged with the acquiring company through the acquisition, so that there was no change to the consolidated group as of December 31, Due to the merger with Dönne + Hellwig Logistics GmbH, no separate disclosures regarding the sales and income trend of Dönne + Hellwig GmbH & Co. KG are available for the fiscal year. The fair values for the assets and liabilities of the acquired companies at the time of acquisition are presented in the following summary: Previous net Fair values carrying at the time of in thousand amounts acquisition Intangible assets 6 6 Property, plant and equipment 8 48 Other receivables Deferred tax assets 0 3 Cash and cash equivalents Total assets Other reserves (51) (60) Financial liabilities 0 (42) Miscellaneous liabilities (99) (99) Total liabilities (150) (201) Net assets Goodwill from company acquisitions (15) Purchase price 90 less cash and cash equivalents 70 Cash outflow 20

79 Notes to the Consolidated Financial Statements Consolidated Financial Statements 083 Consolidated Income Statement Disclosures Consolidated Income Statement Disclosures 01 Sales The sales include rents from the investment properties in the amount of 90 thousand (previous year: 162 thousand). In respect of further sales disclosures, we refer to the segment reporting from page Cost of Sales The cost of sales includes the following expenses: in thousand Cost of purchased services 77,747 86,681 Personnel costs 75,103 89,207 Cost of materials 59,056 71,352 Rental and lease expenses 18,582 16,714 Depreciation, amortization and impairment 8,185 8,252 Space costs 7,249 6,094 Maintenance costs 3,801 4,424 Insurance premiums 2,397 3,102 Vehicle fleet costs 2,373 2,553 Expenses for loss or damage incurred Miscellaneous 4,396 6,406 Total 259, ,748 The cost of sales includes expenses for the investment properties in the amount of 65 thousand (previous year: 172 thousand). Income was achieved through these properties throughout the fiscal year. 03 Selling Expenses The selling expenses include the following expenses: in thousand Personnel costs 4,205 3,927 Travel expenses Advertising costs Depreciation, amortization and impairment Cost of purchased services Other selling expenses Total 5,481 5,684

80 084 Consolidated Financial Statements Notes to the Consolidated Financial Statements Consolidated Income Statement Disclosures 04 General and Administrative Expenses The general and administrative expenses include the following expenses: in thousand Personnel costs 12,313 13,691 Legal and consulting costs 1,591 2,337 Depreciation, amortization and impairment 1,159 1,076 IT and communications costs 805 1,122 Cost of purchased services Rental and lease expenses Travel expenses Annual general meeting and financial reports Space costs Other administrative expenses 2,543 2,849 Total 20,588 23, Other Operating Income The following table shows the breakdown of other operating income: in thousand Release of accruals and liabilities 1, Insurance compensation and other indemnification 736 3,689 Income from deconsolidation Income from disposal of fixed assets 98 1,035 Exchange rate gains Miscellaneous 1,796 1,240 Total 4,373 6,666 The insurance compensation and indemnification item included in the previous year income of 3.3 million resulted from a settlement concerning warehouse damage in Italy. 06 Other Operating Expenses The following table shows the breakdown of other operating expenses: in thousand Other space costs Impairment on property, plant and equipment Losses on disposal of fixed assets Provision for legal dispute 0 1,132 Relocation costs Expenses for deconsolidation Consumption taxes resulting from external audit Miscellaneous 1, Total 2,244 3,838

81 Notes to the Consolidated Financial Statements Consolidated Financial Statements 085 Consolidated Income Statement Disclosures 07 Financial Result The financial result can be broken down as follows: in thousand Financial income 1,602 1,803 from bank balances from finance leases 1,269 1,207 from recognition of the interest rate swap in income 53 0 Accumulation of receivables Finance costs (6,656) (7,485) from financial liabilities (4,953) (5,576) from convertible bond (340) (399) from finance leases (796) (718) from recognition of the interest rate swap in income 0 (167) Accumulation of liabilities and accruals (567) (625) Shares of profits of equity-method accounted companies 864 1,031 Total (4,190) (4,651) 08 Income Tax Income / Expenses The Group s income taxes can be broken down as follows: in thousand Effective income tax expense 3,222 2,110 Germany 1,242 1,616 Rest of the World 1, Deferred income taxes due to the occurrence or reversal of temporary differences (4,346) (4,568) Germany (4,013) (5,059) Rest of the World (333) 491 Total (1,124) (2,458) Deferred tax proceeds can be broken down as follows: in thousand Recognition of loss carryforwards (3,435) (4,849) Different valuation of property, plant and equipment 59 (1,013) Different valuation of clientele (115) (132) Different valuation of convertible bond (51) (50) Different valuation of financial liabilities Different valuation of inventories Realization of compensation claims (1,063) 1,087 Finance leasing 239 (607) Other 20 (306) Total (4,346) (4,568) As of December 31, 2009, deferred taxes were calculated for German companies with an overall tax rate of % (previous year: %). The relevant national tax rate applies for the deferred taxes of companies outside Germany.

82 086 Consolidated Financial Statements Notes to the Consolidated Financial Statements Consolidated Income Statement Disclosures The following table shows the reconciliation between the expected and reported income tax expense for the Group, subject to the % (previous year: %) income tax rate for D.Logistics AG: in thousand Profit from continuing operations before taxes (380) 9,911 Income tax rate of the D.Logistics Group as % Expected tax expense (112) 2,918 Effect of different tax rates (72) (12) Valuation adjustments and unrecognized deferred tax assets on loss carryforwards 2, Reversal of the valuation adjustments and use of previously unconsidered tax losses (3,308) (6,540) Effect of tax-exempt income (985) (524) Effect of expenses not deductible for tax purposes Effect of taxation of internal income and expenses Prior-period tax effects Other Income taxes (1,124) (2,458) Effective tax rate (%) (295.79) (24.80) Deferred tax assets can be broken down as follows: in thousand Finance leases 9,111 5,803 Changes recognized directly in equity 1,209 1,200 Cash flow hedges Provisions for pensions Other Deferred tax assets 11,444 8,185 Netting with deferred tax liabilities (615) 0 Total 10,829 8,185 Deferred tax assets include 10,564 thousand (previous year: 6,783 thousand) for consolidated companies in Germany. In Germany, tax loss carryforwards can be carried forward indefinitely, although domestic income is subject to minimum taxation. As of December 31, 2009, corporate income tax loss carryforwards amounted to a total of 82.5 million (previous year: 78.2 million). Of this amount, 79.0 million (previous year: 76.2 million) can be carried forward indefinitely. The trade tax loss carryforwards of German Group companies amount to 84.7 million (previous year: 82.2 million) and can be carried forward indefinitely. Temporary differences relating to shares in subsidiaries and associates for which no deferred taxes were accounted for total 21.7 million (previous year: 17.7 million).

83 Notes to the Consolidated Financial Statements Consolidated Financial Statements 087 Consolidated Income Statement Disclosures Deferred tax liabilities can be broken down as follows: in thousand Compensation claims 53 1,116 Plant, property and equipment 1,401 1,342 Finance leases Clientele Convertible bond 0 51 Other Deferred tax liabilities 2,827 3,826 Netting with deferred tax assets (615) 0 Total 2,212 3, Profit / Loss Attributable to Minority Interests The consolidated net profit attributable to minority interests primarily consists of profit shares attributable to companies in the Deufol Tailleur Group. 10 Earnings per Share The basic earnings per share are calculated in accordance with IAS 33 as a quotient from the Group result due to the shareholders of D.Logistics AG and the average number of shares in circulation during the fiscal year. Newly issued shares are to be taken into consideration pro rata temporis for the period in which they are in circulation. The weighted average was reduced through the acquisition of treasury stock. Earnings are diluted where the average number of shares is increased by adding potential shares from option and conversion rights. The convertible bonds issued in December 2004 do not have any diluting effect, as their conversion into common stock would not reduce the earnings per share resulting from continuing operations. Income in thousand Result attributable to the holders of D.Logistics AG common stock ,485 Shares outstanding figures in units Weighted average number of shares 43,816,469 44,603, Other Consolidated Income Statement Disclosures The following personnel costs are included in the expense items: in thousand Wages and salaries 74,851 81,891 Social security contributions 19,414 22,408 Total 94, ,299 The average number of employees in 2009 was 2,890 (previous year: 3,187), of which Industrial Goods Packaging accounted for 1,092 employees (previous year: 1,129), Consumer Goods Packaging 807 employees (previous year: 960) and Warehouse Logistics 984 employees (previous year: 1,093). The holding had 7 employees on average (previous year: 5). As of the reporting date December 31, 2009, the Group had 2,682 employees (previous year: 3,168). The Group auditors fees recognized in the consolidated income statement amounted to 377 thousand (previous year: 430 thousand) for audits of financial statements and 0 thousand (previous year: 36 thousand) for other services.

84 088 Consolidated Financial Statements Notes to the Consolidated Financial Statements Consolidated Balance Sheet Disclosures Consolidated Balance Sheet Disclosures 12 Property, Plant and Equipment Property, plant and equipment also includes leased buildings and technical equipment and machinery where the Group as lessee is considered to be the economic owner because all substantial risks and rewards incident to the use of the leased assets are transferred. Within leased assets, the following amounts are attributable to the Operating and office equipment and Technical equipment and machinery asset classes: in thousand Cost 8,312 7,978 Accumulated depreciation and amortization charges (4,295) (4,139) Net carrying amount 4,017 3,839 The following amounts are attributable to Buildings : in thousand Cost 7,502 7,502 Accumulated depreciation and amortization charges (4,360) (3,901) Net carrying amount 3,142 3,601 As of December 31, 2009, the fair value of investment property was 0.6 million (previous year: 1.3 million). The fair value of investment property was measured on the basis of the Company s yield analysis. 13 Intangible Assets Intangible assets primarily consist of the goodwill recognized on consolidating acquirees. The currency translation adjustments result from the translation of the US dollar-denominated financial statements of the Group s US subsidiaries. The following table shows the breakdown of goodwill by segment: Industrial Consumer Warehouse Total Goods Goods Logistics in thousand Packaging Packaging Carrying amount as of Jan. 1, ,814 8,329 7,203 68,346 Additions Impairment of goodwill 0 (2,611) 0 (2,611) Currency translation adjustments 0 (1,340) 0 (1,340) Carrying amount as of Dec. 31, ,883 4,378 7,203 64,464 In accordance with IAS 36 (Impairment of Assets), goodwill should be tested for impairment at least once a year. In the course of impairment testing, the carrying amount of a cash-generating unit (CGU) is compared with its recoverable amount. The recoverable amount of a CGU is the higher of its fair value less costs to sell and its value in use.

85 Notes to the Consolidated Financial Statements Consolidated Financial Statements 089 Consolidated Balance Sheet Disclosures In principle, the lowest level within the Group at which goodwill is monitored for internal management purposes is the segment level for reportable segments as defined by IFRS 8. Accordingly, goodwill is allocated to the reportable segments Industrial Goods Packaging and Warehouse Logistics. However, in the Consumer Goods Packaging segment the management monitors goodwill at the level of three regionally classified cash-generating units. In the past few years, the three segments each provided a single CGU. The recoverable amount corresponds to the value in use and was calculated as the present value of future cash flows. Future cash flows are determined on the basis of the multiple-year financial plans of the companies included in the scope of consolidation. The concrete planning period in each case is three years. The forecasts contained therein are based on past experience and the expected future segment and market development. The discount rates before taxes are calculated on the basis of market data. For the Group s individual CGUs, they are between 9.52 % and % (previous year: % to %). The terminal growth rates (1.5 % to 2 %; previous year: 1.5 % to 2 %) do not exceed the long-term growth rates for the industry and region in which the cash-generating units operate. For the CGUs defined above, impairment testing for the regional CGU USA identified a need to recognize impairment losses in the amount of 2,611 thousand for Consumer Goods Packaging. This is attributable to the reduced income outlook there. There is no further need to recognize impairment losses. A modification of the basic assumptions regarding an increase in the discount interest rate by 1.0 % point and a simultaneous reduction in the long-term growth rate by 1.0 % point would not lead to any further need to recognize impairment losses. 14 Investments Accounted for Using the Equity Method As of December 31, 2009 the carrying amount of the investments in associates accounted for using the equity method amounts to 2,813 thousand (previous year: 2,739 thousand). The following table provides summary information for the companies accounted for using the equity method. The figures are for the Group s share in the associates. Assets in thousand Dec. 31, 2009 Dec. 31, 2008 Current assets 2,196 2,244 Noncurrent assets 2,418 2,338 Total assets 4,614 4,582 Equity and liabilities in thousand Liabilities 1,844 1,907 Equity 2,770 2,675 Total equity and liabilities 4,614 4,582 Sales 10,776 10,521 Total expenses (9,891) (9,458) Annual net profit 885 1,063 In 2009, the pro-rata profits of a company accounted for using the equity method (D.Logistics France SAS) in the amount of 21 thousand (previous year: 32 thousand) were not recognized; the cumulative unrecognized losses amount to 43 thousand (previous year: 64 thousand).

86 090 Consolidated Financial Statements Notes to the Consolidated Financial Statements Consolidated Balance Sheet Disclosures Consolidated statement of changes in assets 2008 and 2009 in thousand Procurement and production costs Jan. 31, 2009 Currency Changes in Additions Disposals Reclassifi- Dec. 31,2009 translation the scope of cations adjustments consolidation Property, plant and equipment Land, land rights and buildings 39,161 (508) (446) 75 38,577 Technical equipment and machinery 43,465 (770) 0 1,636 (363) ,838 Operating and office equipment 29,789 (53) (346) 1,926 (1,054) 17 30,279 Assets under construction 395 (29) (372) 985 Leased assets 15, ,841 (947) (567) 15,814 Investment property 1, (995) (3) 983 Total 130,271 (1,353) (346) 6,689 (3,805) ,476 Intangible assets Patents, licenses, trademarks and similar rights and assets 13,013 (53) (494) 454 (880) (20) 12,020 Goodwill 68,346 (1,340) ,075 Total 81,359 (1,393) (494) 523 (880) (20) 79,095 Total 211,630 (2,746) (840) 7,212 (4,685) 0 210,571 in thousand Jan. 31, 2008 Dec. 31,2008 Property, plant and equipment Land, land rights and buildings 40,101 1, (1,703) (1,390) 39,161 Technical equipment and machinery 44,567 1,207 (29) 1,508 (3,065) (723) 43,465 Operating and office equipment 28, (62) 2,764 (1,349) (353) 29,789 Assets under construction 1, (361) (472) 395 Leased assets 12,638 (27) 40 1,884 (1,152) 2,097 15,480 Investment property 1, ,981 Total 129,021 2,575 (51) 7,197 (7,630) (841) 130,271 Intangible assets Patents, licenses, trademarks and similar rights and assets 10, ,747 (10) ,013 Goodwill 66,524 1, ,346 Total 76,735 1, ,026 (10) ,359 Total 205,756 4,336 (45) 9,223 (7,640) 0 211,630

87 Notes to the Consolidated Financial Statements Consolidated Financial Statements 091 Consolidated Balance Sheet Disclosures Depreciation and amortization charges Net amounts Jan. 1, 2009 Currency Changes in Additions Disposals Reclassifi- Dec. 31,2009 Dec. 31, 2008 Dec. 31,2009 translation the scope of cations adjustments consolidation 14,325 (199) 0 2,016 (42) 4 16,104 24,836 22,473 33,407 (588) 0 2,188 (308) ,258 10,058 9,580 18,093 (43) (278) 2,138 (546) 0 19,364 11,696 10, , ,101 (929) (559) 8,655 7,440 7,159 1, (697) (4) ,954 (828) (278) 8,543 (2,522) 0 79,869 55,317 51,607 7,596 (28) (494) 1, ,348 5,417 3, , ,611 68,346 64,464 7,596 (28) (494) 3, ,959 73,763 68,136 82,550 (856) (772) 12,428 (2,522) 0 90, , ,743 Jan. 1, 2009 Dec. 31,2008 Dec. 31, 2007 Dec. 31, , ,502 (1,657) 1 14,325 25,929 24,836 33, (29) 2,706 (2,950) (590) 33,407 11,169 10,058 17, (71) 2,185 (1,119) 7 18,093 11,621 11, , ,504 (12) 0 1,738 (1,114) (76) 8,040 5,134 7, ,089 1, ,074 1,238 (100) 8,240 (6,840) (658) 74,954 55,947 55,317 5, ,209 (10) 658 7,596 4,501 5, ,524 68,346 5, ,209 (10) 658 7,596 71,025 73,763 78,784 1,267 (100) 9,449 (6,850) 0 82, , ,080

88 092 Consolidated Financial Statements Notes to the Consolidated Financial Statements Consolidated Balance Sheet Disclosures 15 Financial Receivables The D.Logistics Group has rental and lease agreements under which D.Logistics is the lessor and essentially all risks and opportunities are transferred to the lessee. These are classified as finance leases with D.Logistics as the lessor. They relate primarily to buildings, technical equipment and machinery that is used exclusively on a customer-specific basis. Corresponding financial receivables have been recognized on the basis of the net investment in the future lease installments to be paid by the customer. The total of the future minimum lease payments can be broken down as follows as of December 31, 2009: in thousand Total future minimum lease payments 19,672 22,666 thereof due within one year 2,908 2,994 thereof due between one and five years 10,043 10,846 thereof due in more than five years 6,721 8,826 Present value of future minimum lease payments 14,323 16,173 thereof due within one year 1,778 1,821 thereof due between one and five years 6,887 7,178 thereof due in more than five years 5,658 7,174 Interest element 5,349 6,493 These amounts differ from the amounts reported under financial receivables in the balance sheet by 972 thousand (previous year: 2,847 thousand) due to the fact that the minimum lease payments include expected future investment. The financial receivables also include liquid funds of 1,850 thousand (previous year: 1,700 thousand) which are subject to limited availability and a normal rate of interest as well as loans in the amount of 1,239 thousand (previous year: 0 thousand). 16 Other Receivables and Other Assets The following table shows the breakdown of the Other receivables and other assets item: in thousand Total Current Total Current Value-added tax and other taxes receivable 1,771 1, Receivables from employees Receivables from related parties Guarantees 1, , GHX purchase price receivable Airport purchase price receivable Deferred income 2,119 1,771 1,390 1,228 Insurance compensation and indemnification 0 0 4,420 4,420 Miscellaneous 4,087 1,783 2,689 1,157 Total 9,993 6,019 12,265 8,903

89 Notes to the Consolidated Financial Statements Consolidated Financial Statements 093 Consolidated Balance Sheet Disclosures 17 Inventories The following table shows the breakdown of inventories: in thousand Raw materials, consumables and supplies 7,772 8,597 Finished products and merchandise 1,898 1,630 Work in progress 2,018 1,270 Total 11,688 11,497 The reversal amount for inventories recorded as a reduction in the cost of sales amounts to 143 thousand (previous year: impairment in the amount of 204 thousand). The carrying amount of the inventories reported at the net disposal value amounts to 71 thousand (previous year: 303 thousand). 18 Trade Receivables All trade receivables are non-interest-bearing and are generally due within 30 to 90 days. in thousand Trade receivables 45,304 44,879 Valuation adjustments (1,022) (1,005) Trade receivables, net 44,282 43,874 Trade receivables from related parties amount to 380 thousand (previous year: 337 thousand). As of December 31, 2009, the age structure of the trade receivables was as follows: Overdue, but not value-impaired Neither overdue nor < > 180 in thousand Total value-impaired days days days days days ,282 32,918 8,128 1, ,874 32,135 7,289 1, ,441 In respect of the receivables which are neither value-impaired nor overdue, as of the reporting date there are no indications that the debtors will be unable to meet their payment obligations.

90 094 Consolidated Financial Statements Notes to the Consolidated Financial Statements Consolidated Balance Sheet Disclosures The following table shows the development of valuation adjustments on trade receivables: in thousand Valuation adjustments at start of period 1,005 1,009 Currency translation adjustments 0 1 Changes to scope of consolidation (11) (421) Addition Utilization (1) (344) Reversal (287) (60) Valuation adjustments at end of period 1,022 1, Cash and Cash Equivalents The following table shows the breakdown of cash and cash equivalents: in thousand Cash on hand Checks 2 6 Bank balances 14,782 12,062 Total 14,853 12,143 There are no restrictions on the amounts reported as liquid funds. 20 Subscribed Capital As of December 31, 2009, the Subscribed Capital is 43,773,655 (previous year: 44,154,978) and is divided up into the same number of no-par value shares to bearer. In the past fiscal year, the Subscribed Capital increased by 831 as a result of the exercise of conversion rights attaching to the convertible bond issued in December It was reduced by 382,154 due to the withdrawal of shares purchased within the framework of the share repurchase program expiring March 31, An amount of 20,000,000 remained unchanged as Approved Capital as of December 31, 2009 for the issuance of new shares in return for cash contributions or contributions in kind (end of previous year: 19,263,858). In accordance with the resolution passed by the Annual General Meeting on June 16, 2009, the Company has been authorized to increase the Company s share capital by up to 20,000,000 by June 15, Including outstanding options, contingent capital amounted to 8,507,046 at December 31, 2009 (end of previous year: 12,766,866). In accordance with the resolution passed by the Annual General Meeting on June 17, 2008, the Company has been authorized to purchase up to 4,466,839 of its own shares in the period from June 17, 2008 to December 16, 2009; this corresponds to 10 % of the share capital as of June On September 29, 2008, pursuant to section 71 (1) no. 8 of the German Stock Corporation Act the Executive Board of D.Logistics AG approved the exercise of the right granted by the Annual General Meeting on June 17, 2008 to acquire and use company shares and to implement a share repurchase program. Under this program, in the first quarter of ,154 no-par value shares were purchased for the purpose of withdrawal. The share capital attributable to these shares amounted to 382,154, corresponding to approx % of the share capital as of December 31, The purchase price amounted to 389 thousand. In accordance with the resolution passed by the Annual General Meeting on June 16, 2009, the Company has been authorized to purchase up to 4,377,282 of its own shares in the period from June 16, 2009 to December 15, 2010; this corresponds to 10 % of the share capital as of June 2009.

91 Notes to the Consolidated Financial Statements Consolidated Financial Statements 095 Consolidated Balance Sheet Disclosures 21 Capital Reserves In the year under review, the capital reserves decreased from 107,243 thousand to 107,240 thousand. This includes an increase of 3 thousand due to the recognition of the personnel costs for the share-based payment system, a 1 thousand increase due to conversions plus a 7 thousand decrease due to the recognition of the share repurchase program. The capital reserves mainly consist of the premium resulting from the issue of shares plus payments by the shareholders. 22 Equity Attributable to Minority Interests Equity attributable to minority interests primarily relates to the minority interests in companies of the Deufol Tailleur Group. The changes in these interests are presented in detail in the statement of changes in equity. Proposed Appropriation of Earnings The Executive Board and the Supervisory Board propose to the Annual General Meeting to carry forward to new account the net income of D.Logistics AG for the fiscal year 2009 in the amount of 2,568 thousand, calculated in accordance with the principles of the Handelsgesetzbuch (HGB German Commercial Code). 23 Share-Based Payment Stock Option Plan August 2002 At the Annual General Meeting on August 13, 2002, a stock option plan was resolved for members of the Executive Board and members of the management of subsidiaries in Germany and abroad with a volume of up to 850,000 shares ( Stock Option Plan August 2002 ). The issue period is limited to twelve days after publication of quarterly or annual financial statements. The subscription price is calculated as the average price after such a publication plus 25 %. Stock options may be exercised for the first time two years after issue and only during the issue period of ten days, starting twelve days after the publication of quarterly or annual financial statements. An exercise hurdle of an additional 50 % on the subscription price must be observed. The stock options may be issued on one or several occasions up to August 12, 2007, and have a term of three years. Under the Stock Option Plan August 2002, stock options were issued as follows: in units Stock options 33, , ,000 80,000 93,750 The changes in the options issued to eligible employees under the Stock Option Plan August 2002 are summarized in the following table: Number Exercise Number Exercise price price (average, in ) (average, in ) Options outstanding (at January 1) 143, , Options granted Options forfeited Options exercised Options expired 50, , Options outstanding (at December 31) 93, , of which exercisable at December 31 93, ,

92 096 Consolidated Financial Statements Notes to the Consolidated Financial Statements Consolidated Balance Sheet Disclosures In accordance with IFRS 2 (Share-Based Payment) the fair value of the stock options issued is determined using an option price model. The total value of the options at the issue date is recognized ratably as a personnel cost over the lock-up (vesting) period. In the year under review, the options issued under the Stock Option Plan August 2002 resulted in personnel costs of 3.0 thousand (previous year: 11.4 thousand). The weighted average remaining contractual term of the options outstanding as of December 31, 2009 is 0.31 years (previous year: 1.03 years). The weighted average fair value of the options granted during the fiscal year was 0 (previous year: 0). The subscription price for the options outstanding at the end of the period under review is 2.81 (previous year: 2.28). The fair value of equity-settled stock options is determined at the grant date using the Black-Scholes option pricing model. The calculation at the relevant exercise date was based on the following parameters: Issue / valuation date Jun. 6, 2005 Apr. 21, 2006 Sep. 5, 2006 Apr. 24, 2007 Share price at the issue date ( ) Subscription price ( ) Expected share price volatility (%) Expected dividend yield (%) Risk-free interest rate (%) Term of options (years) The expected volatility is based on the assumption that future trends can be inferred from historical volatility; however, actual volatility may differ from the assumptions made. No other factors relating to the option grant were incorporated into the measurement of fair value. 24 Financial Liabilities The following table summarizes the financial liabilities of the D.Logistics Group: in thousand thereof with a remaining maturity of thereof with a remaining maturity of Total up to 1 to 5 over 5 Total up to 1 to 5 over 5 1 year years years 1 year years years Amounts due to banks 70,770 32,212 30,330 8,228 66,320 27,727 29,597 8,996 Convertible bonds ,750 2, Liabilities under financial leases 7,996 1,736 4,157 2,103 6,998 1,049 3,484 2,465 Other financial liabilities Financial liabilities 78,817 33,948 34,538 10,331 76,119 31,526 33,132 11,461 Property, plant and equipment in the amount of 34.3 million (previous year: 38.6 million), trade receivables in the amount of 7.1 million (previous year: 5.8 million) and inventories in the amount of 6.3 million (previous year: 5.4 million) have been pledged as collateral to secure amounts due to banks and other financial liabilities. These assets have been collateralized subject to standard terms and modalities.

93 Notes to the Consolidated Financial Statements Consolidated Financial Statements 097 Consolidated Balance Sheet Disclosures Amounts Due to Banks Current account credit lines of 32.9 million are available to the Group at various banks (previous year: 34.1 million). As of December 31, 2009, 21.2 million (previous year: 13.1 million) of this had been utilized, subject to variable interest rates. The financial liabilities carried in the balance sheet are subject to standard market interest rate risks. In fiscal year 2009, the average weighted interest rate for short-term loans was 4.37 % (previous year: 6.13 %). The following table shows the Group s material noncurrent amounts due to banks: Currency Net Remain- Effective Currency Net Remain- Effective carry- ing interest carry- ing interest ing maturity rate ing maturity rate amount (years) (%) amount (years) (%) ( thou- ( thousand) sand) Loan EUR 9, EUR 10, Loan EUR 4, Loan EUR 2, EUR 2, Loan EUR 10,000 3 variable * EUR 10,000 4 variable * Loan EUR 9, variable * EUR 11, variable * * 3-month EURIBOR % There are also further noncurrent amounts due to banks for financing of property, plant and equipment, particularly technical equipment and machinery, in the amount of 9.7 million (previous year: 7.7 million). The amounts due to banks also include liabilities under financial leases in the amount of 7.3 million (previous year: 2.9 million). For the variable-interest loans interest-rate hedging transactions have been concluded in some cases. Please see Note (39) on page 104 for further disclosures. As of December 31, 2009, in one case agreed financial ratios had not been complied with. This relates to amounts due to banks in the amount of 9.0 million. This did not trigger an automatic repayment obligation. It is at the bank s discretion to demand or waive a repayment. This situation has been discussed in an initial meeting with the financing banks. The banks declared that they did not intend to exercise their contractual right of termination for reasons including the fact that, in all probability, the agreed covenants will once again be complied with as of March 31, 2010 due to the positive trend in the 1st quarter of However, the relevant amounts due to banks have been reported as current. Convertible Bond On December 8, 2004, D.Logistics AG launched a convertible bond in the principal amount of 7.2 million. It issued a total of 72,000 individual bonds with a face value of each at an issue price of 100 %. The individual bonds had a maturity of five years and bear interest of 7.00 % per year. The bond could be converted into up to 4.0 million new shares from the Company s contingent capital at a conversion price of In fiscal year 2009, a total of 831 new shares were created out of the contingent capital through conversion of individual bonds (previous year: 500). In April 2009, D.Logistics AG purchased convertible bonds from an investor with a volume of 500 thousand, at a price of %. On December 8, 2009, the outstanding nominal amount of 2,420,100 was repaid at a price of %.

94 098 Consolidated Financial Statements Notes to the Consolidated Financial Statements Consolidated Balance Sheet Disclosures Liabilities under Financial Leases The total of the future minimum lease payments from financial leases can be broken down as follows as of December 31, 2009: in thousand Total future minimum lease payments 23,948 17,430 thereof due within one year 4,569 3,032 thereof due between one and five years 12,111 9,137 thereof due in more than five years 7,268 5,261 Present value of future minimum lease payments 15,298 9,924 thereof due within one year 3,044 1,817 thereof due between one and five years 7,797 5,490 thereof due in more than five years 4,457 2,617 Interest element 8,650 7,506 The following table shows the liabilities under financial leases included in the amounts due to banks: in thousand Total future minimum lease payments 9,709 3,328 thereof due within one year 1, thereof due between one and five years 4,775 2,254 thereof due in more than five years 3, Present value of future minimum lease payments 7,302 2,926 thereof due within one year 1, thereof due between one and five years 3,641 2,006 thereof due in more than five years 2, Interest element 2, In several cases, extension or purchase options plus price-adjustment clauses apply which are based on standard indexes. The increase in minimum lease payments is the result of an investment for the extension of a commercial property in 2009.

95 Notes to the Consolidated Financial Statements Consolidated Financial Statements 099 Consolidated Balance Sheet Disclosures 25 Provisions for Pensions The D.Logistics Group has both defined-contribution and defined-benefit pension schemes in place. The defined-benefit pension plans include pension obligations (funded and unfunded) and noncurrent benefit entitlements (provisions for similar post-employment benefits). Noncurrent benefit entitlements are recognized in the balance sheet at the Italian subsidiaries. The recognized provisions can be broken down as follows: in thousand Provisions for pensions Provisions for other post-employment benefits Total 1,335 1,385 The pension obligations (actuarial present value of benefit entitlements or defined-benefit obligation) were calculated using actuarial methods. The calculations were based on the following parameters: Germany Italy in % Discount rate Turnover rate * Index-linked salary increase Index-linked pension increase * No assumptions are made with regard to turnover, as all benefits are vested. Pension obligations are measured in accordance with the provisions of IAS 19. The following table shows the changes in the present value of the total obligation: in thousand Present value of the obligation at January 1 1,264 1,373 Current service cost 3 4 Interest cost Pension payments (74) (254) Actuarial losses Addition to consolidated group 0 60 Present value of the obligation at December 31 1,269 1,264 The present value of the total obligation was 2,004 thousand at December 31, 2005, 1,895 thousand at December 31, 2006 and 1,373 thousand at December 31, 2007.

96 100 Consolidated Financial Statements Notes to the Consolidated Financial Statements Consolidated Balance Sheet Disclosures Adjustment to reconcile the total obligation to net pension provisions: in thousand Present value of the total obligation at December 31 1,269 1,264 Unrealized gains Net pension provisions at December 31 1,335 1,385 The net pension provisions recognized in the balance sheet changed as follows in the fiscal year: in thousand Net pension provisions at January 1 1,385 1,624 Current pension expense 24 (45) Pension payments (74) (254) Addition to consolidated group 0 60 Net pension provisions at December 31 1,335 1,385 Pension expense in the fiscal year can be broken down as follows: in thousand Current service cost 3 4 Interest cost Actuarial losses (38) (113) Total pension expense 24 (45) For fiscal year 2010, pension payments roughly matching the level in the previous year are predicted. In the case of the defined-contribution plans, the D.Logistics Group does not enter into any obligations above and beyond its obligation to pay contributions. In 2009, pension expenses relating to defined-contribution plans totaled 777 thousand (previous year: 827 thousand). In addition, contributions were paid to state-pension insurance agencies in the amount of thousand (previous year: 4,750 thousand). 26 Other Provisions The following table shows the changes in other provisions: Jan. 1, Uti - Reversal Addition Changes Dec. 31, 2009 lization in scope 2009 of consoli- dation in thousand Guarantee and liability risk 367 (45) (249) 463 (38) 498 Litigation risk 1,804 (172) (636) ,283 Restructuring 172 (127) Other risks 1,134 (395) (67) ,536 Total 3,477 (739) (952) 1,775 (38) 3,523

97 Notes to the Consolidated Financial Statements Consolidated Financial Statements 101 Consolidated Balance Sheet Disclosures Provisions for guarantee and liability risks included assuming obligations for former subsidiaries and the claims from damage and other warranties. These provisions were recognized on the basis of experience from previous years. The accruals for legal disputes were made for anticipated claims due to ongoing legal disputes. The provisions recognized by the D.Logistics Group are mainly current provisions. More specifically, the outflows are structured as follows, based on when they are expected to be settled: Current Noncurrent Total in thousand Guarantee and liability risk Litigation risk 1,233 1, ,283 1,804 Restructuring Other risks 1, ,536 1,134 Total 3,015 2, ,523 3, Other Liabilities Other liabilities can be broken down as follows: in thousand Total Current Total Current Value-added tax and other taxes payable 1,816 1,816 2,896 2,896 Social security liabilities Liabilities to employees relating to wages and salaries 1,640 1,640 2,051 2,051 Other liabilities to employees (annual leave, overtime, etc.) 4,825 4,825 6,437 6,437 Deferred income 3, , Liabilities to related parties 9,773 9,773 10,699 2,306 Miscellaneous 4,572 3,322 2,998 1,834 Total 26,835 22,147 29,703 16,373 The liabilities to related parties include the purchase-price liability resulting from the acquisition of the minority interests in Deufol Tailleur GmbH ( 8,756 thousand; previous year: 9,748 thousand), of which the remaining purchase-price payment in the amount of 2.0 million is due on June 30, A performance-related purchase-price component was also agreed; it is due in 2010 and may amount to up to 7.0 million. Due to clearly above-target income in fiscal year 2009 and the current planning and control accounting, this additional purchase-price was carried as a liability as of December 31, 2009 with its present value of 6,811 (previous year: 6,447 thousand). 28 Trade Payables Trade payables amounting to 26,084 thousand (previous year: 23,893 thousand) all have remaining maturities of less than one year. They include trade payables of 1,575 thousand (previous year: 1,661 thousand) that have not yet been invoiced.

98 102 Consolidated Financial Statements Notes to the Consolidated Financial Statements Consolidated Cash Flow Statement Disclosures Consolidated Cash Flow Statement Disclosures The consolidated cash flow statement is prepared in accordance with IAS 7. It shows the origin and use of cash flows in fiscal years 2009 and 2008 and is therefore of key importance when it comes to assessing the financial position of the D.Logistics Group. The cash flow statement distinguishes between cash flows from operating activities, investing activities and financing activities. The cash and cash equivalents reported in the cash flow statement correspond to the Cash and cash equivalents item in the balance sheet and comprise cash on hand, checks and immediately available bank balances with an original maturity of up to three months. A breakdown of cash and cash equivalents is provided in Note (19). Net cash from or used in investing activities and financing activities is determined on the basis of cash flows in each case. By contrast, net cash from or used in operating activities is derived using the indirect method. 29 Net Cash Provided by Operating Activities Net cash provided by operating activities amounted to 15.1 million in fiscal year 2009 (previous year: 15.7 million). It should be noted that adjustments were made for the effects of changes in the scope of consolidation. 30 Acquisitions and Sales Cf. page 81 on acquisitions and sales. 31 Net Cash Used in Investing Activities In the past fiscal year, a 2.8 million (previous year: 0.5 million) outflow of funds from investing activities resulted. This includes in particular the investments in intangible assets and property, plant and equipment in the amount of 5.3 million. The disposal of intangible assets and property, plant and equipment led to an inflow of funds in the amount of 2.2 million in fiscal year Net Cash Used in Financing Activities In the past fiscal year, a 9.5 million (previous year: 15.7 million) outflow of funds from financing activities resulted. This is mainly due to interest paid in the amount of 6.3 million and distributions in the amount of 3.7 million. Amounts due to banks increased on balance by 4.4 million. In 2009, D.Logistics AG paid a dividend per share of 0.07, corresponding to a total dividend of approx. 3.1 million. In the previous year, no dividend was paid out. 33 Change in Cash and Cash Equivalents The cash and cash equivalents balance increased by 2.7 million. Net financial indebtedness defined as financial liabilities less the Group s financial receivables, cash and cash equivalents decreased by 1.4 million.

99 Notes to the Consolidated Financial Statements Consolidated Financial Statements 103 Other Disclosures Other Disclosures 34 Contingencies and Contingent Liabilities Within the Group, guarantees have been granted to third parties only for items reported in the balance sheet or reciprocal rental payment guarantees within the Group. The Group has guarantees to associates totaling 891 thousand (previous year: 891 thousand). Expenses amounting to 17,682 thousand (previous year: 17,371 thousand) were recognized in the consolidated income statement due to rental agreements and leases that do not qualify as finance leases under IFRSs (operating leases). The proportion of contingent lease payments included therein is of minor significance. Within the framework of the purchase of the Logis Group in December 2007, a variable additional purchase-price payment of up to 2.5 million was agreed with the vendors. This is dependent on accumulated sales and income figures for the three acquired companies in fiscal years 2007 to This additional purchase price was not reported as of December 31, 2009 as the results realized in the period from 2007 to 2009 fell short of the results required for an additional purchase price and on account of the current planning and control accounting for We examine legal disputes and administrative procedures on an individual basis. We evaluate the possible outcomes of such legal disputes on the basis of the information we have received and in consultation with our lawyers and tax advisers. Where we are of the opinion that an obligation will probably lead to future fund outflows, we carry as a liability the present value of the expected fund outflows where these are deemed to be reliably measurable. Legal disputes and tax affairs present complex issues and are associated with a large number of imponderabilities and difficulties, including the facts and circumstances of the individual case and the authority involved. D.Logistics key legal risks are indicated in the following. Tax assessment notices were issued in January 2009 against a Group company for previous fiscal years, requiring an additional tax payment due to alleged concealed dividend payments to former shareholders of this subsidiary in the amount of 3.7 million. Objections have been lodged against these notices. In view of the legal assessments it has received, the Group considers that, through the appeals procedure, there is a good prospect that these tax notices will not be enforced. Moreover, D.Logistics AG is not obliged to settle this company s liabilities. Accordingly, no accrual was established for this item as of December 31, Claims relating to packaging damages were brought against a subsidiary. The Company has been found to be liable in the pending court proceedings. The claim for damages amounts to 6.1 million. In the Company s opinion, the level of damages will be considerably less and within the scope of the risk covered. 35 Obligations under Operating Leases Group as Lessee The future (non-discounted) minimum lease payments under such non-cancelable leases are as follows: in thousand Dec. 31., 2009 Dec. 31., 2008 Not later than one year 12,912 13,916 Later than one year and not later than five years 20,639 26,704 Later than five years 5,816 6,310 Total minimum lease payments 39,367 46,930 These standard market obligations result primarily from leases for warehouse or office space, vehicles, and IT and office equipment. The leases have terms of between one and six years and, in some cases, contain a renewal option.

100 104 Consolidated Financial Statements Notes to the Consolidated Financial Statements Other Disclosures 36 Receivables under Operating Leases Group as Lessor The D.Logistics Group has concluded leases for the commercial leasing of its investment property. These leases have remaining, noncancelable terms of between three and five years. All leases contain a clause under which the rent can be adjusted annually on the basis of prevailing market conditions. In accordance with IAS 17, further contracts have been classified as operating leases with the Group as lessor. These contracts have remaining, noncancelable terms of between one and five years. As of December 31, 2009, receivables in the form of future minimum lease payments under noncancelable operating leases are as follows: in thousand Dec. 31., 2009 Dec. 31., 2008 Not later than one year 1,115 1,343 Later than one year and not later than five years 1,825 2,552 Later than five years Total minimum lease payments 3,832 4, Contingent Assets As of the balance sheet date, as in the previous year there were no contingent assets that could have a significant financial impact on the D.Logistics Group. 38 Government Grants In previous years, the D.Logistics Group received government grants for its investment projects totaling 0.7 million. It was required to repay an amount of 0.3 million, which was recognized in full as a liability. Over and above this, the conditions attached to these grants have been met in full. 39 Capital Management Disclosures In principle, D.Logistics goal is to secure its equity capital base on a long-term basis. A Group equity ratio in excess of 30 % is aimed for. At December 31, 2009, the Group s equity ratio was 39.4 % (previous year: 40.8 %). The equity ratio thereby functions merely as a passive management criterion, with sales and the operating result (EBIT) being used as active management variables. In some cases within the Group, credit agreements are tied to compliance with financial ratios. In these cases, the development of the relevant financial ratios forms a fixed component of the reporting of the affected companies, for early recognition and rectification of undesirable trends and negotiations with the relevant lenders. 40 Financial Risk Management The D.Logistics Group is exposed to various financial risks in its normal business activities. These include, in particular, market risks (currency risk, interest risk and goods price risk), the risk of nonpayment and the liquidity risk. The D.Logistics Group uses a standardized, Group-wide risk management system to manage these risks. The aim is to establish an operating routine based on actions, and therefore on constant risk minimization. Within the D.Logistics Group, derivatives are used exclusively for risk reduction purposes.

101 Notes to the Consolidated Financial Statements Consolidated Financial Statements 105 Other Disclosures Currency risk The currency risk is the risk of the fair value or future cash flows of a financial instrument being subject to change due to exchange-rate fluctuations. Overall, the risks resulting from the change in exchange rates are of minor significance for the operating activities of the D.Logistics Group. The main effect on the Group s assets position resulted from the translation of the American companies US dollar-denominated financial statements into the reporting currency euro. Further currency risks result from the consolidation of the Czech company. Our current assessment is that these risks will not have any significant effects on the Group s asset and financial position or its results of operations. The D.Logistics Group has not currently used any forward exchange transactions to hedge currency risks. Interest rate risk The interest rate risk is the risk of the fair value or future cash flows of a financial instrument being subject to fluctuation due to changes in the market interest rate. Businesses may be exposed to this risk through both variable-interest and fixed-interest financial instruments. The D.Logistics Group holds both fixed-interest and variable-interest financial instruments. In some cases, interest-rate hedging transactions in the form of interest rate swaps have been entered into to secure significant, variable-interest noncurrent bank loans. The following table shows the Group s interest-rate hedging transactions at December 31, 2009: Interest rate derivatives Maturity Currency Notional amount Fair value Start date Maturity date Euro 9,642,857 (703,595) Jun. 29, 2007 Jun. 30, 2014 Euro 5,000,000 (335,163) Nov. 15, 2007 May 15, 2012 US dollar 2,180,556 (119,550) Jan. 1, 2007 Jan. 1, 2012 The following table shows the interest-rate hedging transactions as of December 31, 2008: Interest rate derivatives Maturity Currency Notional amount Fair value Start date Maturity date Euro 11,785,714 (668,284) Jun. 29, 2007 Jun. 30, 2014 Euro 5,000,000 (234,274) Nov. 15, 2007 May 15, 2012 US dollar 2,180,556 (246,134) Jan. 1, 2007 Jan. 1, 2012 The euro-denominated interest rate swaps are allocated to directly and indirectly earmarked loans in the form of cash flow hedges. The change in the fair value of these interest rate swaps is reported in other recognized income and expense. The fair values are based on market prices for comparable instruments. Due to the entirely effective hedge relationship, no ineffectivity was recorded in the income statement. The US dollar-denominated hedge is no longer fully effective, so that changes in fair value are recorded in the income statement. If the interest rate level as of December 31, 2009 had been 1.0 % higher (lower), the market value of the interest rate swaps would have been 378 thousand higher or 370 thousand lower (previous year: 521 thousand higher or 547 thousand lower). If the interest rate level as of December 31, 2009 for variable-interest liabilities had been an average of 100 base points higher (lower), this would have had an effect on the Group s interest expense in the approximate amount of 190 thousand (previous year: 191 thousand).

102 106 Consolidated Financial Statements Notes to the Consolidated Financial Statements Other Disclosures Goods price risks The Group s key requirements include packaging materials such as wood, foils, screws and cardboard. The purchasing prices for these products may fluctuate, depending on the market situation. It is not always possible to directly pass on fluctuating prices to customers. A goods price risk therefore applies which may influence the Group s earnings, equity and cash flow situation. To minimize risks, outline delivery agreements have been concluded with various suppliers. In addition, some agreements include a stipulation that the cost of materials will be passed on directly, so that no goods price risk applies in the case of these agreements. Credit risks (nonpayment risks) The Group only enters into business with creditworthy third parties. In almost all cases, customers of the D.Logistics Group are major industrial companies with good or very good credit standing. In addition, the Group s receivables are continuously monitored so that the Group is not exposed to any significant default risk. The maximum default risk for trade receivables is limited to their carrying amount. Please see Note (18) for further disclosures. In case of other financial assets of the Group such as cash and cash equivalents, receivables under finance leases and other assets, the maximum credit risk in the event of the counterparty s default is the carrying amount of these instruments. Liquidity risks The liquidity risk is the risk of a company experiencing difficulties in meeting its payment obligations for its financial instruments. The D.Logistics Group is financed in a decentralized form. Most financing is provided by means of bilateral bank loans and syndicated borrowing facilities. The consolidated companies liquidity status is continuously monitored by means of a standardized monthly reporting system. The following table shows all the contractually agreed payments for interest and repayment for financial liabilities shown in the balance sheet: in thousand to 2014 after 2014 At December 31, 2009 Convertible bond Amounts due to banks 34,106 35,681 8,466 Liabilities under financial leases 2,811 7,336 4,088 Other financial liabilities Trade payables 26, Other liabilities (excluding tax liabilities) 20, Derivative financial liabilities to 2013 after 2013 At December 31, 2008 Convertible bond 3, Amounts due to banks 30,963 36,105 9,922 Liabilities under financial leases 2,117 6,884 5,101 Other financial liabilities Trade payables 23, Other liabilities (excluding tax liabilities) 13,183 9,086 0 Derivative financial liabilities

103 Notes to the Consolidated Financial Statements Consolidated Financial Statements 107 Other Disclosures Further Financial Instruments Disclosures The net result for the financial instruments in terms of valuation categories is as follows: From subsequent measurement From At fair Currency Valuation From interest value translation adjust- disposal in thousand ment Loans and receivables (29) 352 1,241 Financial assets available for sale 2 2 Financial assets held for trading Financial liabilities measured at amortized cost (5,801) (5,801) (7,318) Financial liabilities held for trading (167) Valuation of financial instruments Cash and cash equivalents and trade receivables normally have short residual maturities. Accordingly, on the reporting date their carrying amounts approximately correspond to the fair value. Trade payables and other liabilities generally have short residual maturities. The figures shown in the balance sheet therefore approximately correspond to the fair values. The fair values of interest-bearing loans and borrowings and lease liabilities are calculated as the present value of the payments associated with the liabilities, with use of market interest rates. In the balance sheet as of December 31, 2009 derivative financial liabilities in the amount of 1,158 thousand (previous year: 1,079 thousand) were exclusively measured at fair value. The fair value of these liabilities was determined on the basis of factors which are observable directly (e. g. prices) or indirectly (e. g. derived from prices). This fair value measurement is therefore allocable to level 2 of the hierarchical system of classification defined by IFRS 7. The fair value hierarchy levels are as follows: Level 1: Quoted market prices for identical assets and liabilities in active markets Level 2: Information other than quoted market prices which is observable directly (e. g. prices) or indirectly (e. g. derived from prices) and Level 3: Information for assets and liabilities which is not based on observable market data.

104 108 Consolidated Financial Statements Notes to the Consolidated Financial Statements Other Disclosures The carrying amounts for the financial instruments in terms of valuation categories are as follows: Balance sheet valuation (IAS 39) Cate- Net Amor- Fair Fair Valu- Fair gory carry- tized value not value ation value ing cost recog- recog- acc. to Dec. 31, amount nized in nized in IAS Dec. 31, income income in thousand 2009 Assets Cash and cash equivalents 1) 14,853 14,853 14,853 Trade receivables 1) 44,282 44,282 44,282 Other receivables 1) 6,103 6,103 6,092 Receivables from the finance lease n. a. 13,351 13,351 15,459 Other financial receivables 1) 3,089 3,089 3,089 Financial assets 2) Equity and liabilities Convertible bond 4) Amounts due to banks 4) 70,770 70,770 70,748 Trade payables 4) 26,084 26,084 26,084 Liabilities under financial leases n. a. 7,996 7,996 10,509 Other liabilities 4) 20,045 20,045 19,976 Derivatives with hedge relationships n. a. 1,158 1, ,158 Aggregated by valuation category acc. to IAS 39 1) Loans and receivables 68,327 68,327 68,316 2) Financial assets available for sale ) Financial assets held for trading 4) Financial liabilities measured at amortized cost 116, , ,808 5) Financial liabilities held for trading

105 Notes to the Consolidated Financial Statements Consolidated Financial Statements 109 Other Disclosures Balance sheet valuation (IAS 39) Cate- Net Amor- Fair Fair Valu- Fair gory carry- tized value not value ation value ing cost recog- recog- acc. to Dec. 31, amount nized in nized in IAS Dec. 31, income income in thousand 2008 Assets Cash and cash equivalents 1) 12,143 12,143 12,143 Trade receivables 1) 43,874 43,874 43,874 Other receivables 1) 10,243 10,243 10,267 Receivables from the finance lease n. a. 13,326 13,326 17,380 Other financial receivables 1) 1,700 1,700 1,700 Financial assets 2) Equity and liabilities Convertible bond 4) 2,750 2,750 2,930 Amounts due to banks 4) 66,320 66,320 66,441 Trade payables 4) 23,893 23,893 23,893 Liabilities under financial leases n. a. 6,998 6,998 10,831 Other liabilities 4) 21,569 21,569 21,414 Derivatives with hedge relationships n. a. 1, ,079 Aggregated by valuation category acc. to IAS 39 1) Loans and receivables 67,960 67,960 67,984 2) Financial assets available for sale ) Financial assets held for trading 4) Financial liabilities measured at amortized cost 114, , ,678 5) Financial liabilities held for trading

106 110 Consolidated Financial Statements Notes to the Consolidated Financial Statements Segment Information by Business Division and Region Segment Information by Business Division and Region 41 Segment Reporting The segment reporting is prepared in accordance with the provisions of IFRS 8 (Operating Segments). For the purpose of corporate management, the business fields of D.Logistics AG are organized in accordance with its products and services. The D.Logistics Group has the following segments for which reporting requirements apply: Industrial Goods Packaging The Industrial Goods Packaging segment performs specialist logistics activities for manufacturers of capital and investment goods, such as packaging design, the production of special packaging, export packaging logistics, long-term packaging and the management of major logistics projects. Consumer Goods Packaging The Consumer Goods Packaging segment comprises logistics services for the consumer goods industry. The activities consolidated under this segment include the design and production of packaging, primary packaging, secondary packaging (display construction), warehouse planning and management, distribution logistics, transport coordination, document management and value-added services. Warehouse Logistics The Warehouse Logistics division comprises logistics services such as warehouse planning and management, assembling, spare-parts logistics, just-in-time logistics and value-added services. Holding Company The holding company covers the Group s administrative activities and, in addition to Group management functions, includes support functions such as key account management and corporate communications. The operating result for the business units is separately monitored by the management in order to make decisions on the allocation of resources and to determine the units performance. The segments development is mainly measured with reference to the operating result. As the D.Logistics Group has a decentralized organizational structure, financial expenses and income and income taxes can be allocated to the individual business segments. The D.Logistics Group mainly operates in Germany, Italy, Belgium, parts of Eastern Europe and the USA. Geographical information is presented accordingly for the following regions: Germany, Rest of Europe and USA / Rest of the World. The prices charged between the business segments are determined on the basis of standard market conditions between unrelated parties.

107 Notes to the Consolidated Financial Statements Consolidated Financial Statements 111 Segment Information by Business Division and Region 42 Segment Information by Business Field Industrial Consumer Warehouse Holding Elimi- Group Goods Goods Logistics company nation in thousand Packaging Packaging 2009 External sales 137, ,830 44, ,053 Internal sales 23,492 2,071 2,142 1,530 (29,235) 0 Total sales 160, ,901 46,942 1,857 (29,235) 290,053 EBITA 9,714 (1,498) 74 (1,893) 24 6,421 Impairment of goodwill 0 (2,611) (2,611) EBIT 9,714 (4,109) 74 (1,893) 24 3,810 Financial income 1, ,288 1,353 (2,486) 1,602 Finance costs (2,334) (2,994) (1,576) (2,238) 2,486 (6,656) of which earnings from associates EBT 9,323 (6,735) (214) (2,778) 24 (380) Taxes 1,124 Income 744 Assets 64,070 57,661 36,988 61, ,037 thereof equity-method accounted investments 2, ,813 Non-allocated assets 12,466 Total assets 232,503 Financial liabilities 23,330 14,492 20,031 20, ,817 Other debt 13,978 22,196 10,524 11, ,777 Non-allocated debt 4,295 Total liabilities 140,889 Depreciation, amortization and impairment 3,761 3,765 1, ,817 Investments 2,367 2,973 1, , External sales 155, ,330 54, ,748 Internal sales 23,276 1,823 3,068 2,347 (30,514) 0 Total sales 178, ,153 57,920 2,579 (30,514) 336,748 EBIT 10,202 5,002 3,081 (3,711) (12) 14,562 Financial income 1, ,307 1,515 (2,455) 1,803 Finance costs (3,496) (2,672) (1,283) (2,489) 2,455 (7,485) of which earnings from associates 1, ,031 EBT 8,798 2,704 3,106 (4,685) (12) 9,911 Taxes 2,458 Income 12,369 Assets 65,896 71,661 35,648 53, ,874 thereof equity-method accounted investments 2, ,739 Non-allocated assets 10,235 Total assets 237,109 Financial liabilities 23,548 13,874 19,020 19, ,119 Other debt 16,068 18,569 10,401 13, ,458 Non-allocated debt 5,808 Total liabilities 140,385 Depreciation, amortization and impairment 3,734 3,755 1, ,449 Investments 3,226 3,689 2, ,223

108 112 Consolidated Financial Statements Notes to the Consolidated Financial Statements Segment Information by Business Division and Region 43 Segment Information by Geographical Area in thousand 2009 Germany Rest USA / Holding Elimi- Group of Europe Rest of the company nation World External sales 157,798 83,056 48, ,053 Internal sales 22,664 5, ,530 (29,235) 0 Total sales 180,462 88,097 48,872 1,857 (29,235) 290,053 Assets 66,756 61,289 30,674 61, , External sales 183,461 97,910 55, ,748 Internal sales 24,188 3, ,347 (30,514) 0 Total sales 207, ,889 55,145 2,579 (30,514) 336,748 Assets 66,949 64,116 42,140 53, ,874 The D.Logistics Group has various customers which are themselves subsidiaries of a corporate group. As in the previous year, the D.Logistics Group realized approx. 24 % of its total sales with these customers. This relates to the Consumer Goods Packaging and Warehouse Logistics segments. None of these customers provided more than 10 % of sales. 44 Events after the Balance Sheet Date No events occurred after the balance sheet date for which a reporting obligation is applicable in accordance with IAS 10.

109 Notes to the Consolidated Financial Statements Consolidated Financial Statements 113 Supplementary Disclosures Supplementary Disclosures Concerning the Executive Bodies The following persons were appointed to the Supervisory Board during the reporting period: Dr. Wolfgang Friedrich (Chairman of the Supervisory Board) Ministerialrat (retired), appointed until the 2010 AGM Helmut Olivier (Deputy Chairman) Member of the Executive Board of Lehman Brothers AG i. Ins., appointed until the 2010 AGM Prof. Dr.-Ing. Kai Furmans, Holder of the endowed chair in logistics at the University of Karlsruhe, appointed until the 2011 AGM, Member of the Supervisory Board of j & m Management Consulting AG, Mannheim (since July 1, 2007) No loans or advances were granted to members of the Supervisory Board, nor were any contingent liabilities assumed in favor of the members of the Supervisory Board. In 2008, Supervisory Board compensation amounted to 80 thousand (previous year: 60 thousand). This amount was divided up as follows between the individual Supervisory Board members: Dr. Wolfgang Friedrich 40 thousand (previous year: 30 thousand), Helmut Olivier 20 thousand (previous year: 15 thousand), Prof. Dr. Kai Furmans 20 thousand (previous year: 15 thousand). The following persons were appointed to the Executive Board during the reporting period: Name and position Andreas Bargende Lawyer CEO Appointed until December 31, 2013 Tammo Fey Businessman CFO Appointed until December 31, 2011 Detlef W. Hübner Businessman Member of the Executive Board Appointed until December 31, 2013 Other board positions held Chairman of the Supervisory Board of PickPoint AG, Hofheim (since January 14, 2003) Group positions: Managing Director of D.Logistics Airport Services GmbH, Hofheim (to July 1, 2009) Managing Director of Deufol Tailleur GmbH, Oberhausen (since April 12, 2006) Member of the Board of Directors of So. Ge. Ma. S. p. A., Fagnano Olona, Italy (since April 18, 2008) Chairman of J & J Packaging Co., Sunman, Indiana (USA) (since March 4, 2008) Director of D.Logistics North America Inc., Sunman, Indiana (USA) (since January 16, 2008) Member of the Supervisory Board of PickPoint AG, Hofheim (since August 14, 2006) Group positions: Director of D.Logistics North America Inc., Sunman, Indiana (USA) (since January 16, 2008) Managing Director of Lion s Place GmbH, Hofheim (since December 12, 2007) Managing Director of Hofgut Liederbach GmbH, Liederbach (since September 27, 2001) Member of the Supervisory Board of DeDeMa AG, Hofheim (since October 24, 2001) Member of the Supervisory Board of PickPoint AG (since August 14, 2006) Member of the Executive Board of Detlef Hübner Stiftung, Hofheim (since December 19, 2000)

110 114 Consolidated Financial Statements Notes to the Consolidated Financial Statements Supplementary Disclosures The total remuneration of the Executive Board can be broken down as follows: in thousand Fixed remuneration 1, Variable remuneration Other remuneration Total 1,396 1,205 Executive Board compensation in 2009 totaled 1,396 thousand (previous year: 1,205 thousand). For further information, please refer to the remuneration report contained in the management report. Securities Held by the Organs On December 31, 2009, the Executive Board held 23,183,832 shares. On December 31, 2009, the Executive Board held 93,750 options. The members of the Supervisory Board did not hold any shares or options on shares in D.Logistics AG. The securities holdings are as follows: No-par value No-par value Options Options shares at shares at Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2009 Dec. 31, 2008 Executive Board Andreas Bargende 58,000 38,000 50, ,000 Tammo Fey 15,000 15,000 43,750 43,750 Detlef W. Hübner 23,110,832 23,110, Total 23,183,832 23,163,832 93, ,750 Mr. Andreas Bargende holds some of his shares indirectly through ALDAMA GmbH, Mainz. Mr. Detlef W. Hübner holds most of his shares indirectly through Lion s Place GmbH, Hofheim am Taunus. Directors Dealings Transactions of the organs involving financial instruments of D.Logistics AG are notified promptly in accordance with the statutory regulations. An overview of transactions can be found on the website of D.Logistics AG ( in the Investor & Public Relations area under the heading The share. Declaration of Conformity in Accordance with Section 161 of the German Stock Corporation Act The declaration of conformity with the recommendations of the Government Commission on the German Corporate Governance Code required under section 161 of the German Stock Corporation Act was issued in February 2010 and made permanently available to shareholders on the Internet. Information in Accordance with Section 264 (3) of the German Commercial Code The consolidated financial statements of D.Logistics AG have a discharging effect for the preparation and disclosure of the annual financial statements of the consolidated corporations pursuant to section 264 (3) of the German Commercial Code once the preconditions laid down in these provisions have been fulfilled. The following consolidated companies are entitled to make use of the exemption provisions: Deufol Tailleur GmbH, Oberhausen APL Techno-Pack Verpackungsgesellschaft GmbH, Frankfurt am Main Deufol Exportverpackungsgesellschaft mbh, Oberhausen Deutsche Tailleur Industrie-Service GmbH, Nuremberg Günter Baumann Transport + Verpackung GmbH, Oberhausen IAD Industrieanlagen-Dienst GmbH, Munich Tailleur & Topp GmbH, Berlin

111 Notes to the Consolidated Financial Statements Consolidated Financial Statements 115 Supplementary Disclosures Relationships with Related Parties As well as the companies included in the consolidated financial statements, D.Logistics AG also has direct or indirect relations with joint ventures and associates in the course of its normal business. Business relationships with these companies are entered into on an arm s length basis. The following table shows the services performed by the Group for related parties and for the Group by related parties in the past fiscal year: in thousand 2009 Associates and other equity investments Other related parties Sales and other income 3,194 1,065 Expenses (2,332) (5,638) Receivables Liabilities ,058 in thousand 2008 Associates and other equity investments Other related parties Sales and other income 2, Expenses (3,165) (6,359) Receivables Liabilities ,295 The transactions with other related parties relate primarily to Mr. Manfred Wagner. Mr. Wagner is the managing director of Deufol Tailleur GmbH and held an indirect interest in the Deufol Tailleur subgroup until June 29, At December 31, 2009, the liabilities to other related parties ( 8,756 thousand; previous year: 9,748 thousand) include the present value of the outstanding purchase-price payments as well as the additional purchase price shown in the balance sheet. In addition, relationships with companies in which Mr. Wagner holds an interest resulted in expenses amounting to 4,259 thousand (previous year: 4,951 thousand) and sales of 1,051 thousand (previous year: 491 thousand) in the year under review. Services were provided at arm s length prices in all cases and relate mainly to rental agreements and purchased materials. The transactions with other related parties also include relationships with companies in which Mr. Detlef W. Hübner holds a majority interest. These transactions resulted in sales amounting to 14 thousand (previous year: 27 thousand) and expenses of 12 thousand ( 139 thousand) in the year under review. At December 31, 2009, the Group had receivables from these companies in the amount of 2 thousand (previous year: 31 thousand).

112 116 Consolidated Financial Statements Auditors Report Auditors Report We have audited the consolidated financial statements comprising the consolidated income statement, consolidated statement of income and accumulated earnings, consolidated balance sheet, consolidated cash flow statement, consolidated statement of changes in equity and the notes to the consolidated financial statements and the Company and Group management report prepared by D.Logistics AG, Hofheim am Taunus, for the fiscal year from January 1 to December 31, The preparation of the consolidated financial statements and the Company and Group management report in accordance with IFRSs as adopted by the EU and the supplementary provisions of German commercial law required to be applied under section 315a (1) of the Handelsgesetzbuch (HGB German Commercial Code) is the responsibility of the Company s management. Our responsibility is to express an opinion on the consolidated financial statements and the Company and Group management report based on our audit. We conducted our audit of the consolidated financial statements in accordance with section 317 of the HGB and the German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting standards and in the Company and Group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the Company and Group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of the companies included in the consolidated financial statements, the determination of the companies to be included in the consolidated financial statements, the accounting and consolidation principles used and significant estimates made by the management, as well as evaluating the overall presentation of the consolidated financial statements and the Company and Group management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRSs as adopted by the EU and the supplementary provisions of German commercial law required to be applied under section 315a (1) of the HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The Company and Group management report is consistent with the consolidated financial statements, as a whole provides a suitable understanding of the Group s position and suitably presents the opportunities and risks of future development. Eschborn / Frankfurt am Main, March 24, 2010 Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft Hanft Certified auditor Vöhl Certified auditor

113 Responsibility Statement by the Management Consolidated Financial Statements 117 Responsibility Statement by the Management To the best of our knowledge, and in accordance with the applicable reporting principles for financial reporting, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the management report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group. Hofheim (Wallau), March 30, 2010 Andreas Bargende Tammo Fey Detlef W. Hübner

114 118

115 119 Facts & Figures 120 Information on D.Logistics AG 123 Glossary 124 Key Group Figures Five-Year Overview 126 Operating Subsidiaries / Affiliates D.Logistics AG

116 120 Information on D.Logistics AG Income Statement of D.Logistics AG in thousand Sales 1,857 2, Other operating income 965 4, Personnel expenses a) Wages and salaries b) Social security contributions (1,778) (77) (1,719) (65) 4. Amortization of intangible assets and depreciation of property, plant and equipment (573) (418) 5. Other operating expenses (9,712) (4,392) 6. Income from profit and loss pooling agreements thereof from affiliated companies: thousand (previous year: thousand) 8,823 5, Income from investments, thereof from affiliated companies: thousand (previous year: thousand) 2,420 6, Other interest and similar income, thereof from affiliated companies: thousand (previous year: thousand) 1,353 1, Write-downs of financial assets (523) (6,800) 10. Interest and similar expenses, thereof from affiliated companies: 201 thousand (previous year: 91 thousand) (1,705) (1,972) 11. Income / loss from ordinary activities 1,050 (5,336) 12. Income taxes (321) (323) 13. Other taxes (47) (459) 14. Net income / loss 682 4, Retained profits brought forward 2,275 1, Expenses for the withdrawal of treasury stock (389) (531) 17. Income from the capital reduction Allocation to the capital reserves in accordance with 237 (5) of the German Stock Corporation Act (382) (514) 19. Balance sheet profit 2,568 5,338

117 121 Balance Sheet of D.Logistics AG Assets in thousand Dec. 31, 2009 Dec. 31, 2008 A. Fixed assets 101,086 98,279 I. Intangible assets Patents, licenses, trademarks and similar rights and assets II. Property, plant and equipment 1. Land, land rights and buildings including buildings on third-party land 2. Other equipment, operating and office equipment III. Financial assets 1. Shares in affiliated companies 2. Loans to affiliated companies 6,797 6, ,270 92,217 2,053 7,202 6, ,056 88,481 2,575 B. Current assets 12,197 8,970 I. Receivables and other assets 1. Trade receivables 2. Receivables from affiliated companies 3. Other assets 12, ,413 1,692 8, ,528 1,328 II. Cash in hand, bank balances C. Prepaid expenses Total assets 113, ,337 Equity and Liabilities in thousand Dec. 31, 2009 Dec. 31, 2008 A. Equity 74,422 77,341 I. Subscribed capital Contingent capital: 8,507 thousand (previous year: 12,767 thousand) 43,774 44,155 II. Capital reserves 28,184 27,802 III. Retained earnings Legal reserve IV. Balance sheet profit thereof profit brought forward 2,275 thousand (previous year: 1,315 thousand) 2,568 5,338 B. Provisions 1,494 2, Other provisions Other provisions 1,213 2,619 C. Liabilities 37,259 27, Bonds thereof convertible: 0 thousand (previous year: 2,922 thousand) 0 2, Liabilities to banks 20,854 16, Trade payables Liabilities to affiliated companies 7,053 3, Other liabilities thereof taxes: 207 thousand (previous year: 141 thousand) of which social security liabilities: 0 thousand (previous year: 3 thousand) 9,245 3,549 D. Prepaid expenses 1 6 Total equity and liabilities 113, ,337

118 122 D.Logistics AG Key Subsidiaries and Affiliates Consumer Goods Packaging Equity Subscribed Sales Employees interest (%) * capital ( thousand) ( thousand) D.Logistics Packing N. V., Tienen, Belgium , D.Logistics Services N. V., Tienen, Belgium ,664 29, J + J Packaging Inc., Brookville, Indiana, USA ,380 48, So. Ge. Ma. S. p. A, Rho, Italy ,477 20, Industrial Goods Packaging Deufol Exportverpackung GmbH, Oberhausen ,372 51, Deutsche Tailleur Industrie-Service GmbH, Nuremberg , DTG Eggemann Industrieverpackung GmbH, Bochum ,301 6, DTG Verpackungslogistik GmbH, Fellbach , Günter Baumann Transport + Verpackung GmbH, Oberhausen , Tailleur & Topp GmbH, Berlin , Walpa GmbH, Walldorf ,319 6, Warehouse Logistics D.Logistics Tienen N. V., Tienen, Belgium , Dönne + Hellwig Logistics GmbH, Hofheim (1,061) 17, Dualogis GmbH, Obernburg , D.Logistics Waremme N. V., Waremme, Belgium ,839 7, * attributable to the relevant parent

119 123 Glossary Asset depreciation ratio Ratio of the accumulated depreciation of property, plant and equipment to the historical cost EBITDA Earnings before interest, taxes, depreciation and amortization / impairment of goodwill Current ratio (%) Ratio of cash and cash equivalents plus current receivables and inventories to current liabilities Asset cover ratio I Ratio of equity to noncurrent assets EBT Earnings before taxes Price earnings ratio Ratio of share price to earnings per share Asset cover ratio II Ratio of equity plus noncurrent liabilities to noncurrent assets EBTA Earnings before taxes and amortization / impairment of goodwill Net financial liabilities Financial liabilities less financial receivables and cash and cash equivalents Days sales outstanding Ratio of trade accounts receivable to revenue Net carrying amount per share Ratio of equity adjusted for deferred tax assets to the number of shares in circulation Capital employed Operating capital that is tied up in the operation of a company. It is the total of working capital, the net carrying amount of property, plant and equipment and other noncurrent assets (offset against other noncurrent, noninterest-bearing liabilities) Dividend yield (%) Dividend paid for the fiscal year as a ratio of the year-end stock exchange price EBIT Earnings before interest and taxes Enterprise value The enterprise value is the value (price) of a company if it were to be purchased and subsequently freed of debt (including the sale of nonoperating assets such as financial assets). It is calculated as the sum of the company s market capitalization and net liabilities Free cash flow The net amount of cash flow from ordinary operating activities and cash flow from investing activities Investment ratio Ratio of expenditure on property, plant and equipment to revenue Days payables outstanding Ratio of trade payables to revenue Days sales in inventory Turnover of inventories, expressed in days Operating cash flow Net cash provided by operating activities Personnel expense ratio Ratio of personnel expenses to revenue Property, plant and equipment ratio Ratio of property, plant and equipment to total assets Inventory turnover Ratio of cost of sales to inventories Receivables turnover Ratio of revenue to trade accounts receivable Working capital Working capital is the difference between current assets and current non-interestbearing liabilities EBITA Earnings before interest, taxes and amortization / impairment of goodwill Cash ratio (%) Ratio of cash and cash equivalents to current liabilities Interest cover The total of EBITA and interest income divided by interest expense Acid test (%) Ratio of cash and cash equivalents plus current receivables to current liabilities

120 124 Key Group Figures Multi-Year Summary Results of operations Sales ( thousand) 290, , , , ,516 Change as against previous year (%) (13.9) (0.3) Gross profit ( thousand) 30,361 41,000 39,572 38,054 39,572 Margin (%) EBITDA ( thousand) 16,238 24,001 20,767 26,356 22,331 Margin (%) EBIT ( thousand) 6,421 14,562 12,252 16,132 11,374 Margin (%) EBT ( thousand) (380) 9,911 7,868 14,091 6,620 Margin (%) (0.1) Net income ( thousand) ,485 2,758 11,388 1,401 Margin (%) Operating cash flow ( thousand) 15,060 15,663 16,025 12,723 7,690 Margin (%) Free cash flow ( thousand) 12,254 15,113 (8,806) 8,755 5,510 Margin (%) (2.6) Asset ratios Current assets ( thousand) 81,496 80,288 88,653 87,737 80,495 as % of total assets Noncurrent assets ( thousand) 151, , , , ,915 as % of total assets Balance sheet total ( thousand) 232, , , , ,410 Change as against previous year (%) (1.9) (0.0) 13.1 (1.3) (9.3) Liabilities ( thousand) 140, , , , ,559 as % of total assets Shareholders equity ( thousand) 91,614 96,724 83,270 83,967 77,851 as % of total assets Working capital ( thousand) 28,167 35,041 30,807 33,630 21,407 as % of total assets Capital employed ( thousand) 168, , , , ,690 as % of total assets Noncurrent / current assets Shareholders equity / liabilities Property, plant and equipment ratio Asset depreciation ratio (%) Inventory turnover Days sales in inventory Inventories / sales (%) Receivables turnover Days sales outstanding Days payables outstanding

121 125 Financial and liquidity ratios Capital employed / sales (%) Investment ratio (%) Operating cash flow / investments (%) Asset cover ratio I (%) Asset cover ratio II (%) Interest cover Cash ratio (%) Acid test (%) Current ratio (%) Financial liabilities / shareholders equity (%) Financial liabilities / capital employed (%) Net financial liabilities / EBITDA Net financial liabilities / market capitalization (%) Productivity ratios Sales per employee ( ) 100, , , ,500 97,395 EBITDA per employee ( ) 5,619 7,534 6,809 8,380 6,937 EBITA per employee ( ) 2,222 4,569 4,016 5,129 3,533 Operating cash flow per employee ( ) 5,211 4,915 5,252 3,950 2,389 Personnel costs per employee ( ) 32,670 32,726 34,232 33,712 33,098 Personnel cost ratio (%) Per-share ratios Earnings per share (EPS) ( ) Price earnings ratio (PER) Dividend per share ( ) Dividend yield (%) 6.36 Book value per share ( ) Price / book value Book value per share less goodwill ( ) Price / book value less goodwill Investment ratios Market capitalization / sales Enterprise value / sales Enterprise value / EBITDA Enterprise value / EBIT Enterprise value / operating cash flow Enterprise value / free cash flow n / m

122 126 Operating Subsidiaries / Affiliates of D.Logistics AG * Consumer Goods Packaging Warehouse Logistics D.Logistics North America Inc. (US) D.Logistics Packing N. V. (BE) 0.33 Dönne + Hellwig Logistics GmbH J & J Packaging Co. (US) D.Logistics Services N. V. (BE) D.Logistics Tienen N. V. (BE) So. Ge. Ma. S. p. A. (IT) Arcus Installation B. V. B. A. (BE) D.Logistics France SAS 1) (FR) Assembling of Transport Systems and Service N. V. (BE) SCI Immo DLS 2) (FR) D.Logistics Waremme S. A. (BE) Tier 1 investment Tier 2 investment Tier 3 / 4 investment 1) Included at equity 2) Unconsolidated * As at December 31, 2009 in %

123 127 Industrial Goods Packaging AIRCON Airfreight Container Maintenance GmbH Deufol Tailleur GmbH D.Logistics Services GmbH G. Baumann Transport + Verpackung GmbH BVU Bayerisches Verpackungsunternehmen GmbH DUALOGIS GmbH Baumann Technologie GmbH DTG Eggemann Industrieverpackung GmbH PickPoint AG 2) Deutsche Tailleur Industrie-Service GmbH GTV Logistik GmbH GGZ Gefahrgutzentrum Frankenthal GmbH APL Techno-Pack Verpackungs GmbH IAD Industrieanlagen-Dienst GmbH DTG Verpackungslogistik GmbH IAS Industrieanlagen-Service GmbH Deufol Exportverpackung GmbH Fischer Kisten GmbH Deufol Securitas International GmbH 2) Walpa GmbH Securitas International N. V. 2) (BE) Horst Lange GmbH Tailleur & Topp GmbH Abresch Industrieverpackung GmbH 1) Alltrans Exportverpackung GmbH SIV Siegerländer Industrieverpackung GmbH 1) Logis Industriedienstleistungen GmbH (AT) Deutsche Tailleur Bielefeld GmbH & Co. KG 1) Logis průmyslové obaly a. s. (CZ) Deutsche Tailleur Bielefeld Beteiligungs-GmbH 2) Logis priemyselné obaly s. r. o. (SK) Deufol Packaging Italy S. R. L. (IT) Deufol Packaging Service (Suzhou) Co., Ltd. (CN)

124 128 Imprint Financial Calendar Publisher: D.Logistics AG Johannes-Gutenberg-Strasse 3 5 D Hofheim (Wallau) Germany Tel.: + 49 (61 22) Fax: + 49 (61 22) dlogistics.com April Publication of Annual Financial Statements 2009 May Interim Report I / 2010 June Annual General Meeting August Interim Report II / 2010 November Interim Report III / 2010 Concept and design: FIRST RABBIT GmbH, Cologne Contact: D.Logistics AG Rainer Monetha Head of Investor & Public Relations Johannes-Gutenberg-Strasse Hofheim (Wallau) Germany Tel.: + 49 (61 22) info@dlogistics.com This report is available in German and English. Both versions are available on the Internet at

125 KEY TO SYMBOLS Basis of Preparation Scope of Consolidation Consolidated Income Statement Disclosures Consolidated Balance Sheet Disclosures Consolidated Cash Flow Statement Disclosures Other Disclosures Segment Information Supplementary Disclosures

126