ANNUAL FINANCIAL STATEMENTS

Transcription

1 ANNUAL FINANCIAL STATEMENTS based on audited figures, according to the Hungarian Standards on Accounting, for the financial year ended December 31, 2013 Győr, April 17, 2014 Seat: H-9027 Győr, Martin út 1. Postal address: H Győr, POB 50 Telephone: Fax: Court of Registration: Győr Court of Justice as Court of Registration Registration number: Cg

2 Table of contents Independent Auditors Report Annual financial statements according to the Hungarian Standards on Accounting Management report / business report Declaration 2

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5 Statistical number Court registration number RÁBA Nyrt Gy r Martin út 1. December 31, 2013 Gy r, March 03, 2014 head (representative) of the company L.S.

6 Statistical number Court registration number data in th HUF Item b c e A. Fixed Assets I. INTANGIBLE ASSETS Capitalized value of formation and reorganisation expenses 0 0 Capitalized value of research and development 0 0 Concessions, licenses and similar rights Trade-marks, patents and similar assets Goodwill 0 0 Advances and prepayments on intangible assets 0 0 Adjusted value of intangible assets 0 0 II. TANGIBLE ASSETS Land and buildings and rights to immovables Plants, machinery, vehicles Other equipment, fixtures and fittings, vehicles Breeding stock 0 0 Assets in course of construction Payments on account 0 0 Adjusted value of tangible assets 0 0 III. FINANCIAL INVESTMENTS Long-term participations in affiliated undertakings Long-term credit to affiliated undertakings 0 0 Other long-term participations Long-term loan to independent undertakings 0 0 Other long-term loans 0 0 Securities signifying a long-term creditor relationship 0 0 Adjusted value of financial investments 0 0 Date: Gy r, March 03, 2014 L.S.

7 Statistical number Court registration number data in th HUF Item b c e B. Current assets I. INVENTORIES Raw materials and consumables Work in progress, intermediate and semi-finished products 0 0 Animals for breeding and fattening and other livestock 0 0 Finished products 0 0 Goods Advances and prepayments 0 64 II. LIABILITIES Trade debtors Receivables from affiliated undertakings Receivables from independent undertakings 0 0 Bills receivable 0 0 Other receivables III. SECURITIES Participations in affiliated undertakings 0 0 Other participations 0 0 Own shares and own partnership shares Securities signifying a creditor relationship for trading purposes 0 0 IV. LIQUID ASSETS Cash, cheques Bank deposits C. Accrued and deferred assets Accrued income Accrued expenses Deferred expenses 0 0 Total assets Date: Gy r, March 03, 2014 L.S.

8 Statistical number Court registration number data in thhuf Item b c e D. Shareholders' Equity I. ISSUED CAPITAL including: ownership shares repurchased at face value II. ISSUED CAPITAL UNPAID (-) 0 0 III. CAPITAL RESERVE IV. RETAINED EARNINGS V. LEGAL RESERVES VI. REVALUATION RESERVE 0 0 VII. PROFIT OR LOSS FOR THE FINANCIAL YEAR E. Provisions Provisions for forward liabilities Provisions for forward expenses 0 0 Other provisions 0 0 F. LIABILITIES I. SUBORDINATED LIABILITIES 0 0 Subordinated liabilities to affiliated undertakings 0 0 Subordinated liabilities to independent undertakings 0 0 Subordinated liabilities to other economic entities 0 0 II. LONG-TERM LIABILITIES 0 0 Long-term loans 0 0 Convertible bonds 0 0 Debts on issue of bonds 0 0 Investment and development credits 0 0 Other long-term credits 0 0 Long-term liabilities to affiliated undertakings 0 0 Long-term liabilities to independent undertakings 0 0 Other long-term liabilities 0 0 Date: Gy r, March 03, 2014 L.S.

9 Statistical number Court registration number data in thhuf Item b c e III. SHORT-TERM LIABILITIES Short-term bank loans 0 0 including convertible bonds 0 0 Other short-term loans Advances received from customers Accounts payable Bills payable 0 0 Short-term liabilities to affiliated undertakings Short-term liabilities to independent undertakings 0 0 Other short term liabilities G. Accrued and deferred income Deferred income Deferred expenses Accrued income 0 0 Total liabilities Date: Gy r, March 03, 2014 L.S.

10 Statistical number Court registration number data in th HUF Item b c e 1 Net domestic sales Net external sales I. Net sales revenue (01+02) Changes in self-manufactured stocks ± Capitalized value of self-construction 0 0 II. Capitalized value of production (±03+04) 0 0 III. Other income including: reversed loss in value Material costs Contracted services Other services Cost of goods sold Value of services sold IV. Material costs ( ) Wages and salaries Other employee benefits Contributions on wages and salaries V. Staff costs ( ) VI. Depreciation VII. Other expenditures including: loss in value 0 85 A. PROFIT FROM OPERATING ACTIVITIES (I±II+III-IV-V-VI-VII) Date: Gy r, March 03, 2014 L.S.

11 Statistical number Court registration number data in th HUF Item b c e 13 Dividends and profit-sharing (received or due) including: from affiliated undertakings Capital gains on investments including: from affiliated undertakings Interest and capital gains on financial investments including: from affiliated undertakings Other interest and similar income (received or due) including: from affiliated undertakings Other income from financial transactions VIII. Income from financial transactions ( ) Losses on financial investments 0 0 including: to affiliated undertakings Interest payable and similar charges including: to affiliated undertakings Losses on shares, securities and bank deposits Other expenses on financial transactions IX. Expenses of financial transactions (18+19±20+21) B. PROFIT FROM FINANCIAL TRANSACTIONS (VIII-IX) C. PROFIT OF ORDINARY ACTIVITIES (±A±B) X. Extraordinary income XI. Extraordinary expenses D. EXTRAORDINARY PROFIT (X-XI) E. PROFIT BEFORE TAXES (±C±D) XII. Tax payable F. PROFIT AFTER TAXES (±E-XII) Retained earnings used for dividends and profit-sharing 23 Dividends and profit-sharing paid (payable) G. BALANCE SHEET PROFIT (±F+22-23) Date: Gy r, March 03, 2014 L.S.

12 Statistical number Court registration number data in th HUF Item b c e 1 Net domestic sales Net external sales I. Net sales revenue (01+02) Prime cost of sales accounted Cost of goods sold Value of services sold II. Direct cost of sales ( ) III. Gross profit (I-II) Sales and marketing costs Administration costs Other general overhead IV. Indirect cost of sales ( ) V. Other income including: reversed loss in value 0 0 VI. Other expenditures including: loss in value 0 85 A. PROFIT FROM OPERATING ACTIVITIES (±III-IV+V-VI) Date: Gy r, March 03, 2014 L.S.

13 Statistical number Court registration number data in th HUF Item b c e 9 Dividends and profit-sharing (received or due) including: from affiliated undertakings Capital gains on investments including: from affiliated undertakings Interests and gains of financial assets including: from affiliated undertakings Other interest and similar income (received or due) including: from affiliated undertakings Other income from financial transactions VII. Income from financial transactions ( ) Losses on financial investments 0 0 including: to affiliated undertakings Interest payable and similar charges including: to affiliated undertakings Losses on shares, securities and bank deposits Other expenses on financial transactions VIII. Expenses of financial transactions (14+15±16+17) B. PROFIT FROM FINANCIAL TRANSACTIONS (VII-VIII) C. PROFIT OF ORDINARY ACTIVITIES (±A±B) IX. Extraordinary income X. Extraordinary expenses D. EXTRAORDINARY PROFIT (IX-X) E. PROFIT BEFORE TAXES (±C±D) XI. Tax payable F. PROFIT AFTER TAXES (±E-XI) Retained earnings used for dividends and profit-sharing 19 Dividends and profit-sharing paid (payable) G. BALANCE SHEET PROFIT (±F+18-19) Date: Gy r, March 03, 2014 L.S.

14 Statistical code: Company registration number: RÁBA Járműipari Holding Nyrt. Supplementary Notes for the year ending on 31 December December 2013 Date: Győr, 3 March 2014 company manager (representative) Stamp 1

15 1. PRESENTATION OF THE COMPANY RÁBA Járműipari Holding Nyrt. (the Company ) is a company incorporated according to the Hungarian law. The Company was transformed into a company limited by shares on 1 January 1992 pursuant to Act XIII. of 1989 (Transformation Act). In 2001, the parent company changed its name. On 5 June 2001, Rába Magyar Vagon- és Gépgyár Részvénytársaság was changed to Rába Járműipari Holding Részvénytársaság. In December 2006, the name of the Company was changed to RÁBA Járműipari Holding Nyrt. in compliance with the statutory requirements. Registered seat of the company: H-9027 Győr, Martin út 1. ( The Company is not engaged in any production activity, it concentrates on business development, company management and professional supervision as well as asset management. Responsible managers of the Company and authorised signatories of the annual report: István Pintér Chairman-CEO 9028 Győr, Vándor u. 20. Béla Balog Chief Financial Officer 9024 Győr, Babits Mihály u. 38/C Company registration number at the Court of Registration: Deloitte Könyvvizsgáló és Tanácsadó Kft Budapest, Dózsa György út 84/C provides the statutory audit services for the Company. Individual, responsible for the audit of the Company, Chamber member auditor: Szilvia Binder Chamber registration number: The agreed fee of the audit of the annual report for the business year, ending on 31 December 2013, is HUF 5,400 th + VAT. Company providing bookkeeping services: T-System Magyarország Zrt. 9024, Győr, Hunyadi út 14. Since 1 October 2012, T-Systems Magyarország Zrt., the legal successor of IQSYS Informatikai és Tanácsadó Zrt. following a merger has been providing the bookkeeping services. Individual responsible for the control and management of the accounting services: Melinda Kelemen registration number: CONSOLIDATION RÁBA Nyrt., as parent company, has been preparing consolidated annual financial statements since The consolidated annual financial statements can be viewed at the registered seat of the Company Győr, Martin u. 1. 2

16 3. ACCOUNTING POLICY The Company keeps its books and records in compliance with the accounting principles laid down in Act C of 2000, effective with modifications (hereinafter: Act ), and generally accepted in Hungary Balance sheet date Company prepares its annual balance sheet on 20 January of the subsequent year Intangible assets The intangible assets are recorded at their original cost, increased by aggregated scheduled and unscheduled depreciation and increased by reversed extraordinary depreciation. The estimated useful lives are as follows: Rights and titles YEAR according to the contract Software products 3-8 Intellectual property Tangible fixed assets The purchased intangible fixed assets are registered at their original cost, reduced by accounted depreciation (aggregated depreciation) and extraordinary depreciation and increased by reversed extraordinary depreciation. The Company accounts tangible fixed assets of less than HUF 50 th purchase value each in one lump sum as scheduled depreciation simultaneously when the asset is put into ordinary use (capitalisation). From the 2008 business year, the limit of tangible fixed assets that can be depreciated in one lump sum immediately has changed to HUF 100,000. The Company applies the straight line depreciation method, taking into account the estimated useful life of fixed assets. The estimated useful lives are the following: Real properties YEAR depending on the structure Leased building and structure 10 or according to the contract Machines, equipment and fixtures 3-15 Vehicles 5 3

17 3.4 Investments The long-term investments are partly in 100% and majority and partly in significant holdings, as well as in other shares and business quota representing (insignificant) equity participations. (Investments not listed on the stock exchange.) The company recognises impairment on investments representing equity participations in the amount of the difference between the book value and market value of the investment if it would be a loss and if such difference seems durable and is significant in size. If that difference is significantly higher, then the previously accounted impairment will be reduced through reversal. The difference is deemed durable if it prevails on the cut-off dates of the annual reports for two subsequent years or may even be shorter, if supported by well founded information. The significant difference is defined as an amount or on a pro rata basis compared to the ratio or value of the investment Inventories The Company records assets, restated from the tangible fixed assets, and representation stocks under the inventories Doubtful receivables impairment The receivables are valued by customer (on individual basis) Own shares The Company values its own shares at average price Provisions The company sets aside provisions from its profit before taxation for those liabilities which are expected to incur but their amount or due date is uncertain at the time when the balance sheet is prepared and they are not founded in any other way. The provisions and the allocation of provisions are reported according to the titles of the supplementary notes. If the amount of provisions generated according to the specific titles is significantly different from the previous year s amount, then such discrepancy is explained in the supplementary notes Valuation of Assets and Liabilities Denominated in Currencies The company values FX transactions at the NBH exchange rate, effective on the date of performance. The Company re-values assets and liabilities, denominated in currencies, open on the cutoff date of the balance sheet at the official foreign exchange rates, published by the NBH. The Company accounts any aggregated exchange rate difference resulting from the revaluation of its assets and liabilities denominated in foreign currencies, either as an income, or as a loss. 4

18 3.10. Major Errors The company deems it a major error if, in the year when discovered by any form of audit, the total of all errors detected (separately for each year) (whether negative or positive) for a given financial year (separately for each year) and the impacts thereof - increasing or decreasing the profit or loss or the equity - exceeds 2 (two) per cent of the balance sheet total, or 1 million HUF, if such 2 per cent of the balance sheet total does not exceed 1 million HUF. If any major error is detected, the Company prepares an annual report with three columns Type of the Profit and Loss Account The profit and loss account is prepared with the total cost and turnover cost methods according to version A stated in the Act and it also prepares a balance sheet with structure A. The data of the balance sheet and profit and loss account are stated in HUF th Accounting of Sales Revenues The consideration for the sale of goods and services, net of VAT, reduced by consumption tax and discounts, recognised by the customer at the fulfilment of the conditions of the contract are recorded as net sales revenues. 5

19 4. MAJOR BUSINESS EVENTS 1. On 7 November 2011, Magyar Nemzeti Vagyonkezelő Zrt. made a binding public offer to acquire all shares issued by the Company. The HFSA approved the offer on 8 November In relation to the public purchase offer, the bidder applied to the European Commission for the approval of the transaction (effective in the territory of the EU) in terms of the competition law. The approval was granted on 18 April 2012, based on which Magyar Nemzeti Vagyonkezelő Zrt. acquired 9,925,829 shares and per cent holding in the Company. 2. Owing to the profitable operation of Rába Futómű Kft., a subsidiary of the Company, HUF 1.1 billion was repaid to the parent company in 2013 from the additional capital contribution provided earlier to improve the subsidiary s capital position. 3. In the current year, the Company sold its holding in Fehrer Automotive-Rába Kft. (new name Fehrer Hungária Kft., later Fehrer Hungária Kft.). 4. In order to form a community of interest among the shareholders of Rába Nyrt. and the management of the Rába Group and to encourage the sense of ownership among the management, the General Meeting of Rába Nyrt. launched a new, fiveyear Management Share Option Programme at the Company on 1 July 2006 under the name of management share Option incentive programme, the terms and conditions of which were modified on 29 April The decision made in April extended the term of the programme until 31 December 2014 and re-launched tranche 3 on 1 January The programme is based on the shares of Rába Nyrt. Within the five-year term, the programme is divided into three tranches, and the implementation of each depends on prerequisites, independent from each other. The prerequisites of the first two tranches have been fulfilled. The participants of the option programme drew down the total amount available in the first tranche. In the second tranche, in total 408,307 options were available for draw-down. The prerequisites of the third tranche, re-launched on 1 January 2012 have not been fulfilled, because the average price of the Rába shares, weighted by the stock exchange trade, did not reach HUF 2,000 on any consecutive twenty stock exchange trading days in H The Company is obliged to pay contribution for each drawn option based on the difference between the market price at the time of the draw-down and the drawdown price. The Company recognises provisions for the estimated contribution liability of the share options that have not yet been drawn down. On 31 December 2013, the Company recognised and recorded HUF 31,020 th provisions for the 6

20 . second tranche. In the current year, net HUF 13,038 th provisions were recognised and terminated. Term Face value of shares (HUF/share) Target share price (HUF/share)(1) Drawdown share price (HUF/shar e) Tranche 1. 1 January June Tranche 2. 1 January June Tranche 3. 1 January June (1) The options may be drawn down if the weighted average price of the Rába shares on the stock exchange reaches or exceeds the target price on any 20 trading days of the term. 7

21 5. FINANCIAL POSITION AND LIQUIDITY The Company s financial position and liquidity for years ending on 31 December 2012 and 31 December 2013 are illustrated with the following financial indicators and cash-flow statement. Indicator Cash liquidity ratio = (Liquid assets/short-term liabilities) Quick liquidity ratio = (Current assets - Inventories) /Short-term liabilities* Liquidity ratio = (Current assets/short-term liabilities)* Net working capital (HUF th) = (Current assets - Short-term liabilities) * Including prepayments and accruals. The cash liquidity ratio has improved since the base year as a result of a HUF 128,523 th increase in liquid assets and a decrease in short-term liabilities. The liquidity and quick liquidity ratios have also improved since the base year owing to a major decline in shortterm liabilities. 8

22 6. ASSET, LIABILITY AND CAPITAL STRUCTURE INDICATORS Indicator Fixed assets ratio 78.21% 82.14% = (Invested assets/total assets) Coverage of invested assets 83.47% 93.99% = (Equity/Invested assets) Debt ratio 52.34% 28.38% = (Liabilities/Equity) Solvency ratio = (Equity/Total liabilities) 65.29% 77.20% The major drop in current assets improved the ratio of invested assets within the total assets. A considerable decrease in short-term liabilities facilitated some improvement in indebtedness and in the solvency ratio. 9

23 7. INTANGIBLE ASSETS Summary of variation of intangible assets for the years ending on 31 December 2012 and 31 December 2013: GROSS VALUE: Opening balance on 1 January Increase Decrease Restatement Closing balance on 31 December Increase Decrease Restatement Closing balance on 31 December AGGREGATED DEPRECIATION Scheduled depreciation Rights and titles Intellectual property Total Opening balance on 1 January Increase Decrease Restatement Closing balance on 31 December Increase Decrease Restatement Closing balance on 31 December NET VALUE on 31 December NET VALUE on 31 December

24 8. TANGIBLE FIXED ASSETS Summary of variation of tangible fixed assets for the years ending on 31 December 2012 and 31 December 2013: GROSS VALUE: Opening balance on 1 January Increase Decrease Closing balance on 31 December Increase Decrease Closing balance on 31 December AGGREGATED DEPRECIATION Scheduled depreciation Real properties and related rights and titles Technical equipment, machines and vehicles Other equipment, fixtures and vehicles Total Opening balance on 1 January Accounted depreciation Decreases Closing balance on 31 December Accounted depreciation Decreases Closing balance on 31 December NET VALUE ON 31 December NET VALUE ON 31 December

25 Assets in construction, reconstructions and advances on capital expenditures: Opening balance on 01 January Increase Decrease Closing balance on 31 December Increase Decrease Closing balance on 31 December FINANCIAL INVESTMENTS Equity Equity 2012 participation 2013 participation HUF th % HUF th % Subsidiaries Rába Futómű Kft , ,00 Rába Járműalkatrész Kft. * , ,00 Rába Jármű Kft. * , ,00 Total Joint and affiliated companies Fehrer Hungária Kft. * ,10 0 0,00 Total Other investments Rába Energiaszolgáltató Kft , ,33 Bakonyi Erőmű Zrt. 85 0, ,00 IKARUS Zrt. "f.a." 20 0, ,00 Total Total investments Loans 0 0 Total financial investments The names of the companies marked with * changed during the year. 12

26 Impairment: Impairment on financial investments 31.dec reversed impairment 0 accounted impairment 0 impairment on derecognition 0 31.dec No impairment was recognised during the current year. Impairment by company: Rába Futómű Kft. Rába Járműalkatrész Kft Total

27 Subsidiaries: Ownershi p ratio % Registered capital Reserves Net profit/loss 2013 Equity Subsidiaries Rába Futómű Kft. 100,00% Rába Járműalkatrész Kft. 100,00% Rába Jármű Kft. 100,00% Rába investments a) Rába Futómű Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság Registered seat: H 9027 Győr, Martin út 1. Responsible manager: István Pintér from 1 January RÁBA Nyrt. founded the company from its Axle Business Unit, as a single-member subsidiary. On 1 January 2000, RÁBA Nyrt. contributed inventories, production and other machines, equipment, fixtures, vehicles, intangible assets and cash into the Company in the total amount of HUF 10,613,520 th. Of the contributed assets, HUF 9,762.8 million is capital and HUF million is capital reserve. The Company manufactures complete and incomplete axles and their parts and components to be integrated into medium and heavy trucks, buses, power and other machines. It has a wide product range including numerous products developed by the Company and some world patents. b) Rába Járműalkatrész Gyártó és Kereskedelmi Kft. Registered seat: H 9027 Győr, Martin út 1. Responsible manager: László Urbányi since 18 July The Company split from Rába - JÁRMŰ Jármű és Busz Gyártó Kft. on 1 December 2001 with HUF 415,400 th registered capital. Later on Rába Sárvár and Rába Mór Kft. were merged into the Company on 1 October The owner established the capital of the formed Rába Járműipari Alkatrészgyártó Kft. at HUF 300,000 th. On 30 June 2005, the Győr plant was sold to Rába Jármű Kft. The core activity is manufacture of passenger car and commercial vehicle components. During the current year both the full and short com- 14

28 pany names were changed. Company name: Rába Járműalkatrész Gyártó és Kereskedelmi Kft., short name: Rába Járműalkatrész Kft. c) Rába Jármű Gyártó és Kereskedelmi Kft. Registered seat: H 9027 Győr, Martin u. 1. Responsible manager: János Torma since 1 May The Company was founded from the Vehicle Business Unit of RÁBA Nyrt. and is 100% owned by Rába. At the time of the foundation the registered capital was HUF 1,163 million, in addition to which the founder transferred further HUF 75 million worth assets as capital reserve. In Q1 2000, the parent company increased the capital by further HUF 87.5 million Rába Járműipari Alkatrészgyártó Kft. was established as spin-off company on 1 December 2001, after which the capital decreased to HUF 835,100 th. On 30 June 2005, the Company acquired the Győr plant of Rába Járműipari Alkatrészgyártó Kft. On 29 December 2007, Rába-Ipartechnika Szolgáltató Kft. merged into Rába JÁRMŰ Jármű és Busz Gyártó Kft. During the current year both the full and short company names were changed. Company name: Rába Jármű Gyártó és Kereskedelmi Kft., short name: Rába Jármű Kft. Other investments, registered offices: d) Fehrer Hungária Kft. Registered seat: H 9021 Győr, Árpád u 21. 3rd floor 5. The Company was sold to the majority owner during the current year. e) IKARUS Zrt. f.a. Registered seat: H 1145 Budapest, Újvilág u f) Rába Energiaszolgáltató Kft. Registered seat: H 9027 Győr, Martin u. 1. g) Bakonyi Erőmű Zrt. Registered seat: H 8401 Ajka, Gyártelep 15

29 10. INVENTORIES The inventories include the following: Materials Goods Advances on inventories 0 64 Total The Company records the value of land to be sold, earlier used as a business site, among the commodities. Impairment: Materisl Goods Opening balance on Accounted impairment 0 0 Impairment on derecognised inventories 0 0 Reversed impairment 0 0 Closing balance on

30 11. RECEIVABLES FROM THE SUPPLY OF GOODS AND SERVICES (TRADE RE- CEIVABLES) The Company had the following trade receivables on 31 December 2012 and 31 December 2013: Total domestic receivables Total foreign receivables Total trade receivables In the current year, 40.6% of the trade receivables were from Alcufer Kft. The aged trade receivables of the Company on 31 December 2013 were as follows: Domestic Foreign Total Not overdue Overdue for 1-90 days days days Over 365 days Impairment Total:

31 Impairment: Impairment on trade receivables 31.dec Reversed impairment 0 Accounted impairment 85 Decrecognition of impairment on uncollectable receivablers 31.dec The impairment had to be recognised because there were receivables overdue for more than 365 days. 12. RECEIVABLES FROM AFFILIATED COMPANIES The Company had the following receivables from affiliated companies on 31 December 2012 and on 31 December 2013: Rába Futómű Kft Rába Járműalkatrész Kft Rába Jármű Kft Receivables from affiliated companies (trade) Cash-pool receivables (from subsidiaries) Fehrer Hungária Kft. Default interest Other receivables from affiliated companies Receivables from affiliated companies The Company s receivables from subsidiaries stem from the use of brand name, management services and from leasing. The Rába group operates a cash pool system. 18

32 13. OTHER RECEIVABLES The Company had the following other receivables in the years ending on 31 December 2012 and 31 December 2013: VAT receivables Corporate and other tax receivables Receivables from employees Other Total SECURITIES Own shares varied as indicated below: Gross value Number Book value HUF th Share option scheme 0 0 Share purchase Share option scheme Share purchase Opening impairment Reversed impairment 191 Closing impairment Book value The sale of the Own shares continued in 2013 within the framework of the share incentive programme. The Own shares cover the share incentive programme. On 31 December 2013, the Company allocated 408,307 (3.03%) of its Own shares (3.93%) to provide coverage for the second tranche of the share option programme. 19

33 15. BANK DEPOSITS The Company had the following bank deposits in the years ending on 31 December 2012 and 31 December 2013: HUF account Currency account EUR Currency account USD Total PREPAYMENTS The Company had the following prepayments in the years ending on 31 December 2012 and 31 December 2013: Brand and management fee Deferred revenues Interest income Other 0 5 Deferred revenues Supplier invoices Total prepaid costs and expenses Total:

34 17. SHAREHOLDERS EQUITY VARIATION OF THE SHAREHOLDER S EQUITY The registered capital consists of 13,473,446 registered shares of HUF 1,000 face value each, which are common shares, listed in category A of the Budapest Stock Exchange. On , the Company held 548,160 Own shares, reported among the current assets at HUF 489,421 th, while the respective figures on were 528,988 shares at HUF 472,303 th. The Own shares held directly by the parent company represent 3.93% of the common shares. Summary of the changes in the components of the shareholders equity in the years ending on 31 December 2012 and 31 December 2013 (in HUF million): 2011 profit/loss carried over Variation in Treasury share Allocation to development reserves profit/loss Balance on 31 December , , , profit/loss carried over Variation of Treasury shares Settlement of additional contribution Allocation to development reserves 0 0 1, , profit/loss Balance on 31 December , ,334 21

35 The owners are as follows: Shareholder Participation based on the ownership ratio (%) * Owner belonging to the budget 73,67 73,67 Institutional and other investors 22,26 22,40 RÁBA Nyrt. Treasury shares 4,07 3,93 Total * Based on the data of the share register THE CAPITAL POSITION OF THE COMPANY On 31 December 2013, the Company s equity was HUF 15,333,627 th (on 31 December 2012 HUF 13,862,716 th), the registered capital was HUF 13,473,466 th (on 31 December 2012 HUF 13,473,466 th), while the equity/registered capital ratio was 114% (on 31 December 2012, 103%). 18. FIXED RESERVE The fixed reserves included the book value of the redeemed Own shares in 2012 and 2013, and in 2012 also the amount allocated to the development reserve, which was released in the current year. The table shows the breakdown by title: Own shares 489, ,303 Development reserve 100,000 0 Total: 589, ,303 22

36 19. PROVISIONS Contingent liability 0 60,000 Share programme 17,981 31,019 Jubilee bonus 1,439 0 Grant total: 19,420 91,019 The option programme imposes a contribution liability on the Company, which covers the contribution for the market value of the share option liability with provisions. In the current year, HUF 13,844 th pro rata contribution had to be generated, while the termination of participation in the option scheme and the realised draw-downs called for the release of HUF 806 th provisions in the reporting year. The HUF 1,439 th allocated in the previous year under the title of jubilee bonus was released in the current year, while in the current year no provisions had to be recognised. The Company set aside HUF 60 million provisions for improving the quality of compliance with the requirements of the fire safety regulations and the expected costs of staff restructuring. 20. SUBORDINATED LIABILITIES The Company does not have any subordinated liabilities. 21. LONG-TERM LIABILITIES The Company had no long-term liabilities on 31 December 2012 and on 31 December 2013: 23

37 22. SHORT-TERM LIABILITIES The Company had the following short-term liabilities in the years ending on 31 December 2012 and 31 December 2013: Advances from customers Liabilities to domestic suppliers Liabilities to foreign suppliers 0 0 Liabilities to suppliers (supply of goods and services) Short-term loans Total short-term loans Rába Futómű Kft Liabilities to affiliated companies from the supply of goods Cash-pool liabilities to subsidiaries Short-term liabilities to affiliated companies The short-term loans include short-term loans from commercial banks and the overdraft facility. In the current year, 27.4% of the accounts payable were payable to Unicentrál Épületgépészeti Kft. All the loans in 2013 are short-term currency-based loans. The average interest rate on the loans of the Company is 2.4%. 24

38 Other short-term liabilities The Company had the following other short-term liabilities in the years ending on 31 December 2012 and 31 December 2013: Social security liabilities Liabilities to employees PIT liabilities Other Total ACCRUALS The Company had the following accruals in the years ending on 31 December 2012 and 31 December 2013: Accrued revenues Managerial bonus and premium Cash-Pool interest Operating expenses Audit Other Deferred costs and expenses Total

39 24. DETAILS OF THE SALES BY GEOGRAPHIC REGION Composition of sales in the years ending on 31 December 2012 and 31 December 2013: Affiliated companies* Not affiliated companies Domestic Other export Total export Total *More detailed breakdown is in point 35. The majority of the domestic sales revenues (almost 78.6%) stemmed from the consolidated companies. Typically services and rent are invoiced to domestic customers not included in the consolidation. 25. OTHER REVENUES The Company earned the following revenues in the years ending on 31 December 2012 and 31 December 2013: Sale of tangible fixed assets Released provisions Other Total The Company sells its real properties not in use on a continuous basis. 26

40 26. SERVICES USED The Company recorded the following costs of services in the years ending on 31 December 2012 and 31 December 2013: Advisory services Security and civil protection services HR and accounting services Maintenance and service fees Telephone, postal expenses, IT Assignment fees Public hygiene expenses Rent Environmental expenses Audit expenses Journals, daily papers Advertisements, promotion, propaganda Other Total OTHER SERVICES Expenses of the registration of shares Insurance premium Bank commission, guarantee expenses Duties Other Total SERVICES SOLD (MEDIATED) In 2012 and 2013 the total of the mediated services referred to the costs of insurance, park maintenance, fire safety and security services, bought by the Company for the group and re-invoiced to the individual companies. 27

41 29. OTHER EXPENDITURES The Company reported the following other expenditures in the years ending on 31 December 2012 and 31 December 2013: Land and building tax Provisions for contingent liabilities Sale of tangible fixed assets Scrapping Local business tax Accident compensation Provisions for the share option contributions Impairment on trade receivables and inventories 0 85 Provisions for jubilee bonus Other Total PROFIT/LOSS OF FINANCIAL TRANSACTIONS Interest expenses Other financial expenses Total expenses of financial transactions Received (earned) dividend Revenue from the sale of shares Received (earned) interest Other financial revenues Total revenues of financial transactions In the current year the equity participation in Fehrer Hungária Kft. was sold to the majority shareholder. Dividend was received both in the base year and in the current year from Rába Jármű Kft. and Rába Energiaszolgáltató Kft. 28

42 31. EXTRAORDINARY REVENUES AND EXPENSES The Company had the following other extraordinary revenues and expenditures in the years ending on 31 December 2012 and 31 December 2013: Donations Total extraordinary expenses Other Total extraordinary revenues PROFIT AND PROFITABILITY INDICATORS Indicator Return on equity % = Profit after tax/equity Return on assets % = Profit after tax /Total assets Return on sales % = Profit after tax/net sales revenues Since the previous year, the Company s profitability indicators have deteriorated as a result of decline in the post-tax profit. 29

43 33. CORPORATE TAX AND SPECIAL TAX Corporate tax Profit before taxation Depreciation and derecogntiion accounted according to the Accounting Act Provisions for contingent liabilities Impairment on trade receivables 0 85 Costs not accounted in the interest of the company Compensation Total items increasing the tax base Depreciation and derecognition according to the Tax Law Received dividend and profit share Impairment reversed in the tax year Released provisions Support granted Development reserve generation Total items decreasing the tax base Tax base Amount available for use from the loss carried over from previous years Adjusted tax base Calculated corporate tax Corporate tax Profit after tax

44 34. BOARD OF DIRECTORS, MANAGEMENT, SUPERVISORY BOARD, EMPLOYEES The Company recorded the following items for its Board of Directors and Supervisory Board in 2012 and Remuneration Executive officers Board of Directors SB members Total remuneration No advances or loans were disbursed and no pension obligations occurred towards executive officers, members of the Board of Directors or the members of the Supervisory Board. The average headcount figure of employees in 2012 and 2013 by employee category were as follows: Physical workers 1 1 Intellectual workers Average headcount figure The breakdown of personnel expenses in 2012 and 2013 by employee category was as follows: 2012 Payroll expenses Other personnel expenses Wage contributions Total Physical workers Intellectual workers Total Physical workers Intellectual workers Total

45 35. TRANSACTIONS WITH AFFILIATED UNDERTAKINGS The sales revenues, other and extraordinary revenues of the Company from affiliated companies and the expenditures in 2012 and 2013 were as follows: Net sales revenue from affiliated companies Rába Futómű Kft Rába Jármű Kft Rába Járműalkatrész Kft Fehrer Hungária Kft Net sales revenues accounted from affiliated companies Other revenues from affiliated companies 0 0 Sales revenues and other revenues from affiliated companies Financial revenues from affiliated companies Rába Jármű Kft Rába Futómű Kft Total financial revenues from affiliated companies Total extraordinary revenues from affiliated companies 0 0 Total Expenses of financial transactions with affiliated companies Rába Futómű Kft. 0 0 Total expenses of financial transactions with affiliated companies 0 0 Total extraordinary expenses paid to affiliated companies 0 0 Total 0 0 The business quota of Fehrer Hungária Kft. was sold to the majority owner during the year. 32

46 36. ENVIRONMENTAL PROTECTION Hazard caregory Opening quantity in 2013 (kg) Increase in 2013 (kg) Decrease in 2013 (kg) Closing quantity in 2013 (kg) Waste acids, alcalis Oily, painty hazardous waste Other hazardous waste and packaging Total hazardous waste kg Total hazardous waste HUF th In 2013, the Company recorded HUF 6,289 th under the title of environmental expenses, while the respective amount was HUF 6,220 th in OFF-BALANCE SHEET ITEMS 1. There are no lawsuits in progress against the Company. 2. In order to promote the business position of the subsidiaries: Mortgages on 31 December 2013: Company Bank Asset Asset value (HUF m) Mortgage (HUF m) Rába Nyrt. EXIMBANK real property Rába Nyrt. CIB real property Rába Nyrt. EXIMBANK real property Rába Nyrt. Raiffeisen real property

47 Sureties to cover financing obligations on 31 December 2013: Subsidiary Title Surety amount (HUF m) Rába Futómű Kft. bank loan Rába Futómű Kft. bank guarantee 299 Rába Járműalkatrész Kft. bank guarantee 140 Rába Járműalkatrész Kft.. financial leasing 219 Rába Jármű Kft. bank loan 591 Rába Jármű Kft. bank guarantee 117 Győr, March 3, 2014 István Pintér Chairman-CEO Béla Balog Chief Financial Officer 34

48 Annex 1 RÁBA Nyrt. CASH-FLOW statement Data in HUF th I. Cash flow of ordinary operation (rows 1-15) Profit before taxation a. Cash transferred and received Accounted depreciation a. Restatement and scrapping of fixed assets b. Exchange rate difference of loan restatement Accounted impairment and reversal Difference between recognition and allocation of provisions Proceeds from the sale of invested assets Variation in liabilities to suppliers Variation in other short-term liabilities Variation in accruals Variation in trade receivables Variation in current assets (without trade receivables and cash) Variation in prepayments Tax paid (on profit) Dividend and profit share paid 0 0 II. Cash flow of investment activities (rows 16-18) Purchase of invested assets Sale of invested assets Dividend received /1 Additional contribution III. Cash flow of financial transactions (roes 19-27) Proceeds from the issue of shares and capital redemption Proceeds from the issue of bonds Borrowing Cash received/additional contribution Redeemed shares (capital decrease) Bond redemption Loan repayment other repayment Long-term loans and bank deposits Repaid loans Cash transferred/additional contributions

49 MANAGEMENT REPORT / BUSINESS REPORT on the financial year ended December 31, 2013 (Non consolidated) Seat: H-9027 Győr, Martin út 1. Postal address: H Győr, POB 50 Telephone: Fax: Court of Registration: Győr Court of Justice as Court of Registration Registration number: Cg raba@raba.hu

50 1. Company background The legal predecessor of RÁBA Automotive Holding Plc. was established in By producing road and off-road vehicles, main units and parts, it has emerged as a large enterprise and group well-known in the global market as well. Major milestones in the Company s history: - restructuring into a joint stock company (1 January 1992), - getting listed in the stock exchange (17 December 1997) Following the Company s introduction to the stock exchange, investors constantly monitor the management of its business. In 1999, Rába embarked on a comprehensive restructuring process, as a result of which it has been operating as a holding organisation since In the holding structure, separate professional activities are organised into independent companies while the holding centre s duties focus on business development, the management and professional supervision of the companies as well as certain asset management tasks. Business year 2004 saw the continuation of cleaning up and optimisation of the holding organisation and internal operating processes. RÁBA Nyrt. and Rába Futómű Kft. were put under common professional management as of 1 January On 6 December 2005, in line with legal requirements, the Company s name was changed from RÁBA Járműipari Holding Részvénytársaság to RÁBA Járműipari Holding Nyilvánosan Működő Részvénytársaság. On 7 November 2011, Magyar Nemzeti Vagyonkezelő Zrt. (Hungarian National Asset Management Inc.) made a binding public offer for purchasing all shares issued by the Company. The Hungarian Financial Supervisory Authority (HFSA) approved the offer on 8 November The Caller proposed a procedure by the European Commission for a single competition law permission (for the entire territory of the European Union) concerning the public offer. The competition offices authorised the purchase. On 18 April 2012, Magyar Nemzeti Vagyonkezelő announced it had become the owner of 9,925,829 shares as a result of the public offer for purchase and the share transfer agreements pursuant to it, meaning it had a total ownership share of per cent, entitling it to per cent of votes. RÁBA Nyrt. sold its stake held in Fehrer Automotive-Rába Kft. embodying 30% of votes and 0.1% of ownership to majority shareholder F.S. Fehrer Automotive GmbH in February The former investment resulted in retaining business relations, and Rába subsidiaries are significant suppliers for the company. RÁBA Járműipari Holding Nyrt. has no plans to make changes to its organisation and operations in the near future. Its activities continue to be dominated by business management and asset management. Registered office of the Company: 9027 Győr, Martin út 1. Seat: H-9027 Győr, Martin út 1. Postal address: H Győr, POB 50 Telephone: Fax: Court of Registration: Győr Court of Justice as Court of Registration Registration number: Cg raba@raba.hu