Sales and Earnings Q Q Sales in m EBITDA in m EBITDA margin % -1.1% -0.7% 2.2%

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2 Key Figures Sales and Earnings Q Q Sales in m EBITDA in m EBITDA margin % -1.1% -0.7% 2.2% EBIT in m EBIT margin % -1.9% -1.5% 0.3% EBT in m Net result after minorities in m Key Figures Q Q Cash flow from operating activity in m Cash flow from investing activity in m Free Cash Flow in m Cash flow from financing activity in m Total investments in m Working Capital in m Capital employed in m ROCE -1.2% -1.2% 1.3% Net debt in m Gearing 98.3% 108.1% 94.2% Return on equity (ROE) % -3.7% -3.6% -27.7% Number of employees 2,808 2,764 2,825 Share data Q Q Earnings per share in Earnings per share diluted in Earnings per share contiuing operations in Earnings per share diluted continuing operations in Dividend per share in 0.00 Equity per share in Book value per share in Share price at year-/ quarter end in Shares outstanding in Tsd. 45,879 45,879 45,879 Market capitalization at year-/quarter end in m Balance Sheet Q Q Long-term assets in m Short-term assets in m Equity in m Book value in m Long-term liabilities in m Short-term liabilities in m Balance sheet total in m

3 Contents Group interim report 4 1. Sales and earnings 5 2. Financial position and net assets 7 3. Segment report The VBH share Opportunities and risks Outlook for 2012 as a whole Supplementary report 13 Group interim financial statements 14 Consolidated balance sheet 14 Consolidated income statement 16 Total comprehensive income for the period 17 Consolidated cash flow statement 18 Consolidated statement of changes in equity 20 Notes to the consolidated financial statements 22 Further information 27 Financial calendar 27 Contacts 27 Disclaimer 27

4 4 Group interim report Group interim report The first quarter was in line with expectations for the Group. A market environment dominated by low interest rates and an upturn in construction spending meant there was a stable environment for construction in Germany, the most important segment for the company with a share of sales exceeding 50 %. This impacted business positively. As a result, this segment performed positively in comparison to most of its European neighbours. Southern Europe is still dominated by extremely weak economic activity. The fact that state budgets are running a deficit with the resulting negative impact on investments and investment sentiment has impacted dramatically on the security of work places and income trends in countries such as Greece, Italy and Spain. This impacts many neighbouring countries in a negative fashion. In this context and in retrospect, even though the withdrawal from the mass aluminium market in Italy was painful for VBH, it was the only right step. The current development in this country confirms this decision was correct. After many boom years in Eastern Europe, currently only a sideward trend is evident, at best with a slightly positive development. While Poland, the Czech Republic and the Baltic countries still appear solid, many smaller countries in Eastern Europe are being impacted by various imbalances, some economic, some political. In Russia too, the change of government and the ensuing tension have resulted in friction. In Asia the underlying growth trend remains in place. However, opaque market structures mean that at VBH the momentum can only be translated into business success to a very limited extent. Overall, VBH has recognised that the markets are not currently generating a positive contribution to expanding the business and that the Group can deal with this crisis only internally, with a further adjustment of its organisational structure. Based on a stable sales and profits situation in Germany and Eastern Europe, further individual subsidiaries will be aligned to the market situation. Where there is no long-term development perspective, VBH will rigorously dispose of loss-making companies in the Group and focus on the core regions. Impacted by this difficult environment, in the first quarter of 2012, sales remained at the level of the previous year, declining by 0.9 % from million to million. The same applies to earnings before tax. As is usual due to seasonal factors this generated a loss of 4.4 million, and thus 0.3 million up year-on-year (previous year: loss of 4.7 million). Including the previous-year figure for discontinued operations in Italy, the group result after tax improved from -4.5 million to -3.4 million. Sales in the German segment increased by 5.7 % from 84.3 million to 89.1 million. EBIT improved from 0.2 million to 0.3 million. Despite the unfavourable seasonal situation, profits were generated again in the first quarter. In view of the mixed economic prospects, business in Western Europe receded by 10.7 % to 21.8 million (previous year: 24.4 million) Due to adjustments already made in the subsidiaries, the quarterly loss (EBT) was reduced year-on-year from -0.2 million to -0.1 million. The Eastern European segment developed in a stable fashion, with sales increasing by 2.3 % from 39.2 million to 40.1 million. The quarterly result (EBT) was slightly below the level of the previous year at -0.9 million (previous year: -0.7 million). The Other Markets segment was at a very low level, with sales contracting a further 32.0 % from 7.5 million to 5.1 million. At the same time, the quarterly loss (EBT) moved down only slightly from -1.3 million to -1.0 million. Overall, it is evident that there is no alternative to continuing vigorously the consolidation in the Western Europe and Other Markets segments started in Due to seasonal factors, working capital rose 7.2 million in comparison to 31 December 2011 to post million. As a result of this increase and the negative first quarter result, cash outflow from operating activities was -9.4 million. The VBH share price has declined since the beginning of the year. On 30 March 2012, it was Diluted earnings per share (EPS) from continuing operations remained unchanged at

5 Group interim report 5 Group outlook In view of the ongoing mixed overall outlook for 2012, there is no reason to change the outlook for the whole year which has already been published. For 2012 it is expected that VBH s operational strength will improve further. This should also be reflected positively in the reported result sights are firmly set on an increase in operating profit in the core regions. The focus on core markets will entail further withdrawals from individual, unprofitable countries. This will be dealt with directly in Alongside these adjustments, it is important not to lose sight of the operating business and to concentrate on the company s strengths. Together with its strong suppliers, VBH is highly competitive on the global markets and, in combination with the diverse service tools, this gives a clear outline to our promise "Simply everything. Everything simple". 1. SALES AND EARNINGS At Group level, sales were maintained at the level of the previous year. At million, they were only 0.9 % down on the previous-year figure of million. The segments developed very differently, continuing the trends of the previous year. While the German and Eastern Europe segments posted stable growth of 5.7 % and 2.3 % respectively, the Western Europe and Other Markets segments declined by 10.7 % and 32.0 %. Sales by VBH region In Mio. Q Q Change Germany % Western Europe** % Eastern Europe % Other Markets % Consolidation* Group % * Consolidation represents non-intersegmentary Group sales. ** Q without discontinued operations in Italy. As in the 2011 annual financial statements, the discontinued mass aluminium market in Italy was reported in a separate item in the income statement as discontinued operations.

6 6 Group interim report Profit and Loss Account In T Q continuing operations Q continuing operations Sales 150, ,756 Costs of raw materials, supplies and purchased merchandise 114, ,674 Gross operating profit 35,279 36,082 Personnel expenditure 21,951 22,477 Other operating income 3,667 4,934 Other operational expenditure 18,555 19,585 EBITDA -1,560-1,046 Depreciation 1,345 1,289 EBIT -2,905-2,335 Financial result -1,842-2,088 EBT -4,747-4,423 Current taxes Deferred taxes -2,294-1,599 EBT continuing operations Discontinued operations -3,334-1,130-3,370 0 EAT -4,464-3,370 Non-controlling interests Net result after non-controlling interests -4,285-3,068 In the first quarter, costs of materials declined by 1.8 % or 2.1 million to million (previous year: million). As a result of costs of materials declining more strongly than sales, the gross profit margin increased from 23.5 % in the previous year to 24.3 % in the reporting period. There were two key factors here the increase in the share of Group sales for proprietary brand products and the discontinuation of negative factors on the margin in the Other Markets segment. Personnel expenses increased by 2.4 % from 22.0 million to 22.5 million. This rise was due primarily to increasing headcount in the Germany and Corporate Services segments. Other operating expenses moved up by 5.6 % from 18.6 million to 19.6 million, due largely to higher fuel and logistics costs. In the same period, other operating income rose by 1.3 million. In the first quarter of 2012, EBITDA improved by 0.6 million to -1.0 million after -1.6 million in the previous year, up 32.9 % year-onyear. Due to capital expenditure remaining moderate, at 1.3 million depreciation and amortisation were at the level of the previous year. EBIT increased by 0.6 million from -2.9 million in the previous year to -2.3 million. Net financial income amounted to -2.1 million after -1.8 million in the previous year. Earnings before taxes (EBT) increased by 0.3 million to -4.4 million after -4.7 million in the previous year. Due to the quarterly loss, the tax result was +1.1 million (previous year: +1.4 million). The Group result from continuing operations declined to -3.4 million after -3.3 million in the previous year. On the other hand, the Group result after tax improved to -3.4 million after -4.5 million in the previous year. This was because the Group result in the first quarter of 2011 was negatively impacted by the discontinued operations in Italy in the amount of -1.1 million. Earnings per share (EPS) from continuing operations remained unchanged at

7 Group interim report 7 2. FINANCIAL POSITION AND NET ASSETS Financial position Investments Capex, depreciation and amortisation In m Q Q Capital expenditure (Capex) Depreciation and amortisation on assets Capex vs. D&A ratio Investments in property, plant and equipment and intangible assets not including goodwill (capex) amounted to 1.7 million were therefore up on the previous year s level ( 1.1 million). The ratio of capital expenditure to depreciation and amortisation climbed from 0.8 to 1.3. Investments were offset by depreciation and amortisation of property, plant and equipment and of intangible assets not including goodwill, amounting to 1.3 million (previous year: 1.3 million). Consolidated statement of cash flows In m Q Q Cash flow from operating activity Cash flow from investing activity Free cash flow Cash flow from financing activity Changes in cash and cash equivalents Change in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period In the first three months, cash flow from operating activities amounted to -9.4 million after -4.9 million in the previous year. Cash flow from investing activities declined to -0.7 million after -1.1 million in the previous year. This related predominately to capex and investments in replacements. Free cash flow in the first quarter was million after -5.6 million in the previous year. Cash flow from financing activities was 4.9 million, after 3.0 million the previous year. Net assets Due to seasonal factors, total assets increased million from million on 31 December 2011 to million. In the previous year, total assets amounted to million. Due to the final consolidation of the Italian companies on 31 December 2011, there is only limited comparability to first quarter of In line with IFRS regulations, the balance sheet figures of the comparable period in the previous year were not changed.

8 8 Group interim report Assets In T Non-current assets Intangible assets 40,547 24,416 24,211 Property, plant and equipment 29,364 27,375 27,976 Financial assets 1, Other non-current assets 3,773 3,333 3,266 Deferred tax assets 13,675 8,772 10,289 Total 89,131 64,352 66,192 Current assets Inventories 131, , ,894 Trade receivables 112,073 76,369 84,446 Trade receivables affiliated companies 2,806 2,838 3,101 Other assets 14,455 21,072 16,534 Cash and cash equivalents 9,451 17,328 12,193 Tax receivables 1, ,259 Total 271, , ,427 Total assets 361, , ,619 Due to seasonal factors, current assets (primarily inventories, receivables and other assets) rose from million on 31 December 2011 by 10.4 million to million. Cash and cash equivalents totalled 12.2 million as of 31 March 2012, down 5.1 million on the 31 December Compared to the balance sheet date of 31 December 2011, non-current assets were virtually unchanged at 66.2 million. Equity and Liabilities In T Equity 121,831 94,496 93,304 Non-current liabilities Pension provisions 12,904 13,201 13,261 Other non-current provisions 2,914 3,221 3,005 Financial liabilities 10,736 76,037 83,227 Other liabilities 1,438 1,915 2,584 Deferred tax liabilities 4,693 3,197 3,209 Total 32,685 97, ,286 Current liabilities Current provisions 5,641 6,623 7,330 Financial liabilities 118,504 30,341 29,815 Advances received Liabilities from supplies and services 60,761 36,443 48,848 Other liabilities 20,940 25,472 18,968 Tax liabilities Total 206, , ,029 Total equity and liabilities 361, , ,619

9 Group interim report As of 31 March 2012, the number of shares issued was unchanged against 31 December 2011, and remained at 45,879,408. In comparison to the reporting date of 31 December 2011, equity decreased from 94.5 million to 93.3 million. The main factor here was the negative result of -3.4 million in the first quarter of The Group equity ratio is 30.6 %, after 32.3 % as of 31 December In comparison to the end of 2011, non-current and current liabilities increased by 7.7 million and 5.7 million respectively. A key factor contributing to the increase was 6.7 million higher utilisation of liabilities to banks and the 12.4 million rise in trade payables due to seasonal factors. Other the other hand, other liabilities were reduced by 5.8 million. Group net debt increased by 11.7 from 89.1 million as of 31 December 2011 to million. This was driven primarily by the seasonally related increase in working capital. Gearing calculated as the ratio of net financial liabilities and equity rose from 94.2 % on 31 December 2011 to %. Key financial/asset ratios Equity ratio % 33.7 % 32.3 % 30.6 % Equity cover / fixed assets % % % % m % 98.3 % 94.2 % % Net financial liabilities Gearing Employees As of 31 March 2012, the VBH Group employed an average of 2,764 staff, 174 fewer than on 31 December 2011 (2,938 staff). 113 employees related to discontinued operations in Italy. Of VBH s total workforce, 1,089 employees work for the companies in Germany and 1,675 for the foreign companies. 9

10 10 Group interim report 3. SEGMENT REPORT Germany Western Europe** Eastern Europe Other markets Corporate Service Consolidation* Group In T Q Q Q Q Q Q Q Q Q Q Q Q Q Q Total revenue 84,289 89,074 24,415 21,820 39,239 40,093 7,534 5, ,410-7, , ,756 EBITDA , ,560-1,046 EBIT ,244-1, ,905-2,335 Number of Employees 1,006 1, ,216 1, ,808 2,764 * Consolidation represents non-intersegmentary Group sales. ** Q without discontinued operations in Italy. Germany The Germany segment continues to contribute a major share of Group sales and earnings, benefiting from energy modernisation and stable prospects for residential and commercial construction. Sales in the reporting period rose by 5.7 % from 84.3 million to 89.1 million, the highest growth across the Group. This trend was positively impacted by higher internal sales in connection with assuming the warehouse functions for the subsidiaries in Belgium and the higher supply of Group companies with greenteq products from German central warehouses. Pure domestic growth was 2.5 % at VBH Deutschland GmbH and a pleasing 4.3 % in the esco Metallbausystem GmbH metal construction segment. Due to higher sales, EBIT improved in the first quarter from 0.1 million in the previous year to 0.3 million. As a result, Germany again moved into profitability in the first quarter. The gross profit margin was again higher, due to the rigorous expansion of proprietary brand activities. Costs were in line with planning. Western Europe In the Western European segment, first quarter sales declined year-on-year by 10.7 % from 24.4 million to 21.8 million. Declining sales were recorded in the VBH companies in Belgium, Greece, Ireland and Spain. Sales in the UK are likely to stabilise, while in the Netherlands declining sales are expected due to the discontinuation of tax incentives in the construction industry. Despite the sales downturn, the EBIT contribution of the Western European companies was 88 thousand after 29.0 thousand in the previous year. This is due to adjustments to the cost structure of individual subsidiaries. Cost measures partially compensated for the earnings decline due to the level of sales. Eastern Europe The Eastern European segment increased sales by 2.3 % to 40.1 million after 39.2 million in the previous year. In Eastern Europe, most markets benefited from an economic recovery in the previous year. Currently these countries are tending sideward. In addition, markets which used to be stable, such as Belarus or the Ukraine, have moved backwards due to the current economic situation. Furthermore, in Russia domestic political issues are on the agenda and are pushing economic development into the background. Only the Baltic countries and Kazakhstan seem to have a chance of recovering. In the first quarter, EBIT in this segment decreased from -0.7 million in the previous year to -0.9 million.

11 Group interim report 11 Other Markets In the Other Markets segment, the activities in Asia, the Middle East, Turkey and Mexico generally represent investments in future growth markets for VBH. Sales declined from 7.5 million in the previous year to 5.1 million. Political uncertainty in the area of Arab exports and in-house problems at VBH in many of these companies make it difficult to achieve a return to profitability in the short term. On this basis, the activities in the region will be subject to a new analysis and examined carefully. Only the establishment activities in Central and South American lead one to hope for good results at a low level. EBIT improved from -0.9 million in the previous year to -0.6 million. Corporate Services Costs in the activities bundled in the VBH Holding AG Corporate Services segment and the leasing special-purpose entity developed as planned. EBIT improved from -1.2 million in the previous year to -1.1 million. 4. THE VBH SHARE Very low transaction volume and little interest in the VBH share resulted in the share price moving down in the first quarter of 2012 from 3.79 as of 30 December 2011 to 3.74 as of 30 March The VBH share thus moved in the opposite direction from the SDAX reference index which gained approximately 18 % in the first quarter of The quarter high of 3.90 for the VBH share was posted on 17 January, with the low of 3.70 being posted on the next day. As of the quarterly reporting date, the share price declined by 22 % year on year (previous year: 4.78). The free float remains at approximately 32 %. The daily trading volume of the share averaged just over 5,000. Share price performance VBH share and SDAX Stock performance indexed, = 100 VBH Share SDAX Shareholder structure March 2012 Number of shares: 45,879 Mio. Financial Investors Management Free Float 67.1 % 31.9 % %

12 12 Group interim report 5. OPPORTUNITIES AND RISKS The risk estimate was updated for the current financial report. There have been no material changes in the risk situation of the VBH Group compared with the risks addressed in the management report in the 2011 Annual Report. Risks are identified using a standardised procedure which covers both external risk factors such as those relating to suppliers, customers, competition, market and currency factors, and also internal risks relating to receivables, inventories and management as well as risks arising from the financial/liabilities structure and from the current business development. A Risk Controlling Committee ensures the sustainable monitoring and elimination of risks. The Executive Board continues to deal intensively with the existing country portfolio. VBH must recognise that the VBH business model cannot be implemented, particularly on Asian markets. Efforts will be continued to consolidate VBH consistently, implementing measures to make it weatherproof for the future. Our companies in Belgium, Greece, Singapore and Turkey will again face considerable challenges in 2012 and will be monitored very closely by the Executive Board in their development. On 20 April 2012, Euler-Hermes moved the rating of the VBH Group from BBB- to BB+ (stable outlook). 6. OUTLOOK FOR 2012 AS A WHOLE Anticipated developments on global markets will not help the VBH Group to achieve its targets in Even though VBH planning was set at a conservative level, at the moment we are able to do little more than be in line with the overall objective. The target remains of establishing and extending the competitive position in the sub-markets to strength the company s market position, of managing in a flexible fashion and of using the extensive range of VBH offering with its creative services. The Germany segment will remain the segment generating the highest sales for VBH. We expect a slight increase in sales and earnings for this segment in For the current perspective, there are no serious concerns regarding the current high level. However VBH cannot assume that it will achieve further growth. Western Europe has become the most important export market for most Eastern European countries. However, the weak outlook in Western Europe also results in cloudy sentiment for Eastern Europe in Since cost increases cannot be avoided in Eastern Europe, earnings are expected to come under pressure. There are currently no indicators pointing to any fundamental improvement in the situation in For VBH the two segments Germany and Eastern Europe represent the major, strong anchor markets. In VBH s Western European countries the bottom does not seem to have been reached and some VBH companies are undergoing a tough restructuring programme. However, it is particularly ongoing developments in the Southern European countries such as Greece, Italy, Spain and Portugal which do not currently allow any upward movement to be seen on the horizon. Stimulus programs running out in countries such as the Netherlands make it difficult to retain earnings at their previous levels. Even though the activities combined in the Other Markets segment (Asia, Middle East, Turkey and South America) currently are showing higher growth momentum, VBH is well aware that obtaining a foothold in individual markets on a long-term basis also requires high initial investments and that these amortise themselves only with a time lag, if at all. Due to the difficult general conditions, the perspectives and risks of these markets are currently being subjected to an intensive examination. Overall, the Executive Board is expecting 2012 to be a year in which the operational strength of VBH is consolidated further and positively reflected in its reported earnings it is firmly aiming for growth in operating profits. Thanks to the successful adjustment measures taken in 2011, VBH is already better equipped today to survive in a difficult environment. Nevertheless, we must keep to the course we have taken. Our companies in Belgium, Greece, Singapore and Turkey will again face with considerable challenges in 2012 and will be monitored closely by the Executive Board in their development.

13 Group interim report 7. SUPPLEMENTARY REPORT Events of key importance occurring after the financial statements of the first quarter of 2012 are to be reported separately. On 20 April 2012, Euler-Hermes moved the rating of the VBH Group from BBB- to BB+ (stable outlook). Since 31 March 2012, no further matters have arisen that are of material importance for the VBH Group and could thus lead to a changed valuation of the company. Korntal-Münchingen, May 2012 VBH Holding Aktiengesellschaft The Executive Board Frieder Bangerter Rainer Hribar Ulrich Lindner 13

14 14 Group interim financial statements Group interim financial statements VBH HOLDING AKTIENGESELLSCHAFT Consolidated balance sheet Assets In T Non-current assets Intangible assets 40,547 24,416 24,211 Property, plant and equipment 29,364 27,375 27,976 Financial assets 1, Other non-current assets 3,773 3,333 3,266 Deferred tax assets 13,675 8,772 10,289 Total 89,131 64,352 66,192 Current assets Inventories 131, , ,894 Trade receivables 112,073 76,369 84,446 Trade receivables affiliated companies 2,806 2,838 3,101 Other assets 14,455 21,072 16,534 Cash and cash equivalents 9,451 17,328 12,193 Tax receivables 1, ,259 Total 271, , ,427 Total assets 361, , ,619

15 Group interim financial statements 15 Equity and Liabilities In T Equity Issued capital 45,879 45,879 45,879 Capital reserves 41,906 18,812 18,812 Revenue reserves 41,925 23,654 25,543 Profit / loss retained -14, ,983 Equity attributable to shareholders of VBH AG 114,829 88,345 87,251 Non-controlling interests 7,002 6,151 6,053 Total 121,831 94,496 93,304 Non-current liabilities Pension provisions 12,904 13,201 13,261 Other non-current provisions 2,914 3,221 3,005 Financial liabilities 10,736 76,037 83,227 Other liabilities 1,438 1,915 2,584 Deferred tax liabilities 4,693 3,197 3,209 Total 32,685 97, ,286 Current liabilities Current provisions 5,641 6,623 7,330 Financial liabilities 118,504 30,341 29,815 Advances received Liabilities from supplies and services 60,761 36,443 48,848 Other liabilities 20,940 25,472 18,968 Tax liabilities Total 206, , ,029 Total equity and liabilities 361, , ,619

16 16 Group interim financial statements CONSOLIDATED INCOME STATEMENT In T Q continuing operations Q continuing operations Sales 150, ,756 Total operating profit 150, ,756 Costs of raw materials, supplies and purchased merchandise 114, ,674 Gross operating profit 35,279 36,082 Personnel expenditure 21,951 22,477 Other operating income 3,667 4,934 Other operational expenditure 18,555 19,585 EBITDA -1,560-1,046 Depreciation 1,345 1,289 EBIT -2,905-2,335 Other interest and similar income Interest and similar expenditure 1,912 2,171 Financial result -1,842-2,088 EBT -4,747-4,423 Current taxes Deferred taxes -2,294-1,599 EBT continuing operations -3,334-3,370 Discontinued operations -1,130 0 EAT -4,464-3,370 Non-controlling interests Net result after non-controlling interests -4,285-3,068 Earnings per share in Earnings per share (diluted) in EPS in from continuing operations EPS (diluted) in from continuing operations EPS in from discontinued operations EPS in (diluted) from discontinued operations

17 Group interim financial statements 17 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD In T Q continuing operations Q fcontinuing operations EAT -4,464-3,370 thereof attributable to shareholders of VBH AG -4,285-2,983 thereof attributable to non-controlling interests Changes in IAS 39 Hedge Accounting Currency translation differences 381 2,503 Total changes of value in equity 907 2,202 thereof attributable to shareholders of VBH AG 1,139 2,189 thereof attributable to non-controlling interests Total comprehensive income for the period -3,558-1,168 thereof attributable to shareholders of VBH AG -3, thereof attributable to non-controlling interests

18 18 Group interim financial statements CONSOLIDATED CASH FLOW STATEMENT In T Q Q EBT continuing operations -4,746-4,423 EBT discontinued operations -1,115 0 EBT -5,861-4,423 + Depreciation and amortisation on non-current assets 1,418 1,289 +/- Increase/decrease in non-current provisions /- Other non-cash income/expense -1, Taxes paid /- Interest paid/received 2,054 2,088 = Cash earnings -4,383-2,148 (of which discontinued operations) /+ Increase/decrease in inventories -6,627-10,948 -/+ Increase/decrease in trade receivables -1,193-3,973 +/- Increase/decrease in current provisions /- Increase/decrease in liabilities 6,497 6,907 = Total changes in working capital ,241 -/+ Profit/loss from the disposal of non-current assets = Cash flow from operating activity -4,891-9,400 (of which discontinued operations) 2, Cash outflows for investments in intangible assets Cash outflows for investments in property, plant and equipment -1, Cash outflows for investments in financial assets Cash outflows for other financial assets Cash inflows from disposal of intangible assets Cash inflows from disposal of property, plant and investment Cash inflows from disposal of financial assets 0 0 -/+ Payments for acquisition and disposal of consolidated companies Interest received = Cash flow from investing activity ,079 (of which discontinued operations) -51 0

19 Group interim financial statements 19 In T Q Q = Free cash flow -5,558-10,479 + Cash inflows from equity contributions Cash inflows from loans raised 7,794 6,664 - Cash outflows for repayment of loans -2, Interest paid -1,578-1,696 - Dividends paid = Cash flow from financing activity 2,984 4,900 (of which discontinued operations) -2,255 0 = Change in cash and cash equivalents (total of operating, investing and financing cash flow) -2,574-5,579 + Changes in cash and cash equivalents owing to exchange gains/losses Change in cash and cash equivalents -2, Cash and cash equivalents at the start of the period 12,662 17,328 = Cash and cash equivalents at the end of the period 9,451 12,193

20 20 Group interim financial statements Statement of changes in group equity Statement of changes in group equity Capital Capital Revenue In T stock reserve reserve Balance at 01 January ,879 41,906 37,257 Changes to the consolidated Group -267 Minority Interests Capital increase convertible issue rights Stock options Share based compensation Total comprehensive income 0 0 1,139 Payout Changes in retained reserves and other changes 4,294 Others -498 Balance at 31 March ,879 41,906 41,925 Balance at 01 January ,879 18,812 23,654 Changes to the consolidated Group Minority Interests -276 Capital increase convertible issue rights 117 Stock options Share based compensation Total comprehensive income 0 0 2,189 Payout Changes in retained reserves and other changes Others -141 Balance at 31 March ,879 18,812 25,543

21 Group interim financial statements 21 Thereof reserve curreny translation Thereof cashflow-hedge reserve Profit / loss retained Equity attributable to shareholders of VBH AG Minority interests Treasury shares Total equity -5,151-1,516-6, ,740 8, , ,285-3, , , , , ,829 7, ,831-8,102-1, ,345 6, , , , , ,651-1,900-2,983 87,251 6, ,304

22 22 Notes to the consolidated financial statements Notes to the consolidated financial statements Accounting policies This condensed consolidated interim report of VBH Holding AG for the period ended 31 March 2012 was prepared in accordance with the International Financial Reporting Standards (IFRSs) as are to be applied in the European Union (EU), in conjunction with IFRS Standard IAS 34 Interim Financial Reporting and in accordance with section 315a of the German Commercial Code (Handelsgesetzbuch HGB) and with the provisions of the German Securities Trading Act (Wertpapierhandelsgesetz WpHG) applicable to Group financial reports. These interim financial statements only refer to the Group and contain all information and notes which according to IFRSs and WpHG are necessary for interim financial statements. The same accounting policies were applied in the preparation of the Group interim report of VBH Holding AG as were applied in the IFRS consolidated financial statements for the period ended 31 December A detailed description of the methods applied can be found in the notes to the 2011 consolidated financial statements. The condensed consolidated interim report was not audited or subject to an auditor s review in accordance with section 317 HGB and should be read in conjunction with the consolidated financial statements for the 2011 financial year. Further amendments based on Standards and Interpretations which have been adopted by the EU and whose adoption was mandatory as of 1 January 2012 were applied and are not expected to have any impact on the net assets, financial position and results of operations of the Group. Specifically this relates to the Standard IFRS 7 (Disclosures Offsetting Financial Assets and Financial Liabilities). The Annual Improvements to IFRSs will not have any material impact on the consolidated financial statements. The Group is currently examining the regulations to be applied in the financial years following 31 December 2012 with respect to their possible impact on the Group. Expenses that are not incurred at regular intervals during a reporting period are deferred in line with the procedure followed in the annual financial statements. The consolidated interim report is prepared in euro. In each case, the figures disclosed in the balance sheet, income statement, statement of total comprehensive income for the period, statement of cash flows, statement of changes in equity, segment report and notes are rounded to the nearest thousand euro or million euro. Seasonal factors The VBH Group s sales are highly dependent on seasonal factors and weather conditions. As a result, different levels of sales and profits are generated in the individual reporting periods. Viewing a single reporting period in isolation is not representative of the year as a whole. As a rule, the first half of the year is weaker for the Group in terms of sales and earnings than the second half. Scope of consolidation All material German and non-german companies in which VBH Holding AG directly or indirectly holds the majority of voting rights are included in the consolidated financial statements. The scope of consolidation has not changed since 31 December As at 31 March 2012, the scope of consolidation under IFRS includes three German and 52 foreign subsidiaries in addition to the parent company. Number of consolidated companies of VBH group VBH consolidated companies Germany Abroad Total 31 December March

23 Notes to the consolidated financial statements 23 Acquisitions By way of purchase agreement dated 5 December 2008, VBH Holding AG acquired a 65 % stake in Istanbul-based VBH Kapi ve Pencere Sistemleri San. ve Tic. A.S. (Turkey). The company has been fully consolidated since 1 January As at 28 March 2012, VBH Holding acquired an additional % stake in the company. VBH now holds % of VBH Kapi. Discontinued operations In the third quarter of 2011, with the approval of the Supervisory Board, the Executive Board resolved to discontinue the mass aluminium market in Italy. This was preceded by massive market setbacks at VBH Italia Holding S.p.A. and its subsidiaries operating in the aluminium sector, as well as unviable restructuring measures in this declining market segment. As the originally planned disposal was not possible in the existing market situation, voluntary liquidation was initiated in December 2011 and the companies have since been subject to an Italian liquidator. This resulted in deconsolidation in the fourth quarter of In line with IFRS 5.34, this discontinued operation is reported retrospectively in separate items in the income statement, i.e. the income statement of the first quarter of 2011 was adjusted accordingly. This relates specifically to the following Group companies: VBH Italia Holding S.p.A., Bozen C.D.A. S.r.l., Bologna VBH Service S.r.l., Fogliano Redipuglia VBH S.r.l., Fogliano Redipuglia In the current financial year there were no changes in discontinued operations. Effect on earnings of discontinued operations In T Q Sales 7,318 Costs and expenses -8,433 Profit / loss from discontinued operations before taxes -1,115 Income taxes -15 Profit / loss from discontinued operations after taxes -1,130 Segment reporting The organisational structure of VBH is still divided into five segments, which at the same time reflect the control structure of the Group. The segments are: Germany, Western Europe, Eastern Europe, Other Markets and Corporate Services. The previous year figures of the Western Europe segment were adjusted for discontinued operations in Italy.

24 24 Notes to the consolidated financial statements Consolidated segment reporting Segments by region Germany Western Europe** Eastern Europe In T Q Q Q Q Q Q External revenue 81,636 83,755 22,413 20,526 39,127 39,962 Internal revenue 2,653 5,319 2,002 1, Total revenue 84,289 89,074 24,415 21,820 39,239 40,093 EBITDA Depreciation EBIT Result from participations Interest income Interest expense Financial result Earnings before taxes (EBT) Number of Employees 1,006 1, ,216 1,205 * Consolidation represents non-intersegmentary Group sales. ** Q without discontinued operations in Italy.

25 Notes to the consolidated financial statements 25 Other markets Corporate Services Consolidation* Group Q Q Q Q Q Q Q Q ,605 4, , , ,410-7, ,534 5, ,410-7, , , , ,560-1, ,345 1, ,244-1, ,905-2, ,466 1, ,912 2, ,023-1, ,842-2,088-1,304-1,042-2,267-2, ,747-4, ,808 2,764

26 26 Notes to the consolidated financial statements Notes to the income statement Due to the higher utilisation of credit lines in the reporting period, interest expense increased from 1.9 million to 2.2 million. Net financial income deteriorated from -1.8 million in the previous year to -2.1 million. Income taxes are recorded during the reporting period based on the best estimate of the weighted average annual income tax rate that is anticipated for each company for the entire year. On this basis, a tax rate of 23,8 % was used in calculations for the reporting period. Discontinued operations in financial year 2011 relate to the mass aluminium market in Italy. Pro rata temporis earnings in the previous year amounted to -1.1 million. In the current financial year, there were no changes in discontinued operations. Non-controlling interests in the consolidated result are primarily the result of the minority investments of foreign managing directors and joint venture partners in our respective subsidiaries. Earnings per share are determined by taking into account the weighted number of average outstanding shares. When calculating the diluted earnings per share, the outstanding share options from the still applicable stock option plan are taken into account (status as of 31 March 2012: 45,879,408 shares; 40,000 options outstanding). Other disclosures Authorised capital The Executive Board is authorised to increase the share capital of the Company (Authorised Capital) one or more times until 9 June 2014 by a maximum 20,000,000 by issuing new no-par-value ordinary bearer shares carrying voting rights (shares), subject to Supervisory Board approval. No activities in this respect have been carried out so far and are currently not planned. Contingent capital The share capital of the Company has been contingently increased by 40,000 by the issue of up to 40,000 no-par ordinary bearer shares with voting rights. This contingent capital increase is exclusively for the purpose of fulfilling option rights that were granted on the basis of authorisation by the Annual General Meeting from 24 May 2004 until 24 May Options and shares held by executive bodies Individual shares Options Shares Options Shares Executive Board 0 459, ,684 Supervisory Board 0 1,495, ,495,525 Total 0 1,955, ,955,209 Disclosures regarding related party transactions All performance relationships with related parties are covenanted under contract and any associated compensation corresponds to market conditions. Significant events after the end of the quarter On 20 April 2012, Euler-Hermes moved the rating of the VBH Group from BBB- to BB+ (stable outlook). Furthermore, between the end of the first quarter of 2012 and the publication of this report there were no significant events which might impact future business at VBH.

27 Further Information 27 Other significant events in the interim period Mr. Ulrich Lindner joined the Executive Board of VBH Holding AG from 1 February He is responsible for the areas of Marketing and International Sales. There were no other significant events after the balance sheet date of 31 December There were no further personnel changes in the Executive Board or Supervisory Board during the reporting period. Korntal-Münchingen, 14 May 2012 VBH Holding Aktiengesellschaft The Executive Board Further Information FINANCIAL CALENDAR Annual General Meeting 21 June 2012 Interim Report Q August 2012 Interim Report Q November 2012 German Equity Forum Frankfurt 14 November 2012 CONTACTS VBH Holding AG Siemensstraße 38 D Korntal-Münchingen Telephone switchboard: Internet: Investor Relations ir@vbh.de Securities code no ISIN code: DE disclaimer This report contains forward-looking statements. Such forward-looking statements are based on certain assumptions and expectations that were made at the time this report was published. They are therefore linked to risks and uncertainties, and actual results may deviate considerably from the results described in forward-looking statements. A large number of such risks and uncertainties will be determined by factors that are not subject to the influence of VBH Holding AG and that cannot be assessed with certainty today. These include future market conditions and economic developments, the conduct of other market participants, the achievement of any anticipated synergy effects and legal and political decisions. VBH Holding AG is not required to publish corrections of such forward-looking statements in order to reflect events or conditions that occur after publication of this report.

28 VBH Holding AG Siemensstraße 38 D Korntal-Münchingen Telefon