ANNUAL REPORT 2008/ OCTOBER SEPTEMBER 2009

Transcription

1 ANNUAL REPORT 2008/ OCTOBER SEPTEMBER UNTERNEHMENS INVEST AG

2 KEY FIGURES 2008/2009 UIAG GROUP Shareholders equity 55.90m Earnings before interst and taxes (EBIT) 3.50m Profit after tax 3.88m Equity in % of total assets 51.1% STOCK MARKET INDICATORS Earnings per share 0.66 Dividend per share 0.00 Number of shares 4,000,000 Closing price (30 September) Highest price Lowest price 8.00 Market capitalization (30 September) 47.80m A comparison with previous periods cannot be provided as the company prepares consolidated financial statements for the first time. DEVELOPMENT OF UIAG SHARE (01/10/ /09/2009) 100% 80% 60% 40% UIAG ATX indexed SHAREHOLDER STRUCTURE (30/09/2009) 28.35% Free float 61.95% CROSS Industries AG 9.70% Oberbank PE Holding GmbH

3 UIAG operates as managing holding and aims by means of a sustainable investment policy for majority investments. Main focus is on the industrial and services sector.

4 05 A modern Equity Partner 06 Bodies of the Company 07 Statement by the Management Board 19 Report of the Supervisory Board 20 Corporate Governance Report 08 INVEST PORTFOLIO 08 Varioform PET Verpackung GmbH 09 Austria AG 09 Carpet & Acoustic Products GmbH, Durmont Teppichbodenfabrik GmbH 10 JCK Holding GmbH Textil KG 10 InfoTech Holding GmbH 10 IDENTEC Solutions AG 12 GROUP STATUS REPORT 2008/ Business Development 13 Investment Portfolio 14 Performance and Balance Sheet Analysis 15 Cash Flow Analysis 15 Investments 15 Employees 15 Risk Report 16 Sustainability 17 Corporate Governance Codex 17 Important Transactions after the Balance Sheet Date 17 Disclosure in acc. with Article 243a UGB 18 Outlook for Fiscal Year 2009/ CONSOLIDATED FINANCIAL STATEMENTS 2008/ Consolidated Balance Sheet as at 30 September 26 Consolidated Income Statement 27 Consolidated Cash Flow Statement 28 Schedule of Development of Shareholders Funds as at 30 September 29 Notes to the Consolidated Financial Statements 64 Unqualified Audit Opinion 66 Statement by the Authorized Representatives 67 Other Information: Financial Calendar, Investor Relations

5 A MODERN EQUITY PARTNER VISION 05 Unternehmens Invest AG operates as managing holding and aims by means of a sustainable investment policy for majority investments. Main focus is on the industrial and services sector. STRATEGY UIAG s investment strategy is coordinated with the strategic orientation of CROSS Industries AG to use synergy potentials and to avoid interferences. This interface is based on the Arm s length principle, the corporate policy of the CROSS Industries Group. Capital market orientation will remain an integral part of UIAG s corporate policy; its listing at the Vienna Stock Exchange is especially requested by its majority shareholder. COMMITMENT Unternehmens Invest AG as managing holding takes over management responsibility and takes an active part in the strategic leadership of its shareholdings. TRACK RECORD Unternehmens Invest AG supported numerous established companies in achieving new financial goals and successfully accompanied the initial public offerings of BENE, Andritz, Wolford, Palfinger or Binder+Co. UIAG ANNUAL REPORT 2008/2009

6 BODIES OF THE COMPANY 06 MANAGEMENT BOARD Friedrich Roithner Sole responsible CEO since 1 May 2009 First appointed on 12 March 2008; end of current term of office: 31 March 2011 Supervisory Board seats: Deputy chairman of BRAIN FORCE HOLDING AG; Member of BEKO HOLDING AG SUPERVISORY BOARD Rudolf Knünz Chairman since May 2007; Member since November 2005; appointed until the AGM in 2010 Member of the Management Board of CROSS Industries AG Other Supervisory Board seats: Chairman of Austria AG, CROSS Motorsport Systems AG and KTM Power Sports AG; Deputy Chairman of Pankl Racing Systems AG; Member of BEKO HOLDING AG Stefan Pierer Deputy Chairman since May 2007; Chairman from November 2005 to May 2007; appointed until the AGM in 2010 Member of the Management Board of CROSS Industries AG, CROSS Motorsport Systems AG and KTM Power Sports AG Other Supervisory Board seats: Chairman of Pankl Racing Systems AG; Member of Austria AG, BEKO HOLDING AG, BRAIN FORCE HOLDING AG and Eternit-Werke Ludwig Hatschek AG Ludwig Andorfer Member since May 2002; appointed until the AGM in 2012 Member of the Management Board of Oberbank AG Other Supervisory Board seats: Chairman of Drei-Banken-Versicherungs-AG; Member of Danube Equity Invest AG, Mezzanin Finanzierungs AG and Pay Life Bank GmbH Josef Blazicek Member since April 2008; appointed until the AGM in 2013 Partner of Ocean Consulting GmbH Other Supervisory Board seats: Chairman of BEKO HOLDING AG and CROSS Industries AG; Deputy Chairman of CROSS Motorsport Systems AG; Member of BRAIN FORCE HOLDING AG, Pankl Racing Systems AG and Update Software AG Ernst Chalupsky Member since May 2007; appointed until the AGM in 2012 Managing Partner of Saxinger, Chalupsky und Partner Rechtsanwälte GmbH Other Supervisory Board seats: Deputy Chairman of CROSS Industries AG; Member of CROSS Motorsport Systems AG, KTM Power Sports AG, PBS Holding AG and Wirtschaftspark Wels AG

7 STATEMENT BY THE MANAGEMENT BOARD DEAR LADIES AND GENTLEMEN, DEAR SHAREHOLDERS, 07 The most widespread global recession in the post-war era and the international financial crisis have also seriously affected Austria in In the first half of 2009 the GDP continued to decrease by 4.6% compared to previous year s, whereas in the second half the economy began to stabilize. Monetary and financial measures came into effect and the situation in the international financial markets is easing. Although forecasts on the economic development in 2010 are uncertain, Austria may expect a positive real growth. Since the first of October 2008 Unternehmens Invest AG operates as a management holding and takes over management responsibility. Unternehmens Invest AG takes an active part in the strategic leadership of its shareholdings and aims by means of a sustainable investment policy for majority investments. As a first step in its new strategy Unternehmens Invest AG increased its existing share in Varioform PET Verpackung GmbH to 75.1% (+26.1%) in October In the first quarter 2008/2009 Unternehmens Invest AG acquired 76% of the shares in Carpet & Acoustic Products GmbH, Kapfenberg, and thus indirectly 100% on Durmont Teppichbodenfabrik GmbH, Hartberg. The group produces high-quality tufting floor coverings for interiors and the automotive industry as well as moulded floorings for the automotive industry at a regional level. Unternehmens Invest AG has an option contract to resell the company to CROSS Industries AG. In December 2008 Unternehmens Invest AG increased its share in Austria AG and now holds a total of 63.4% and thus the majority of this shareholding. The managements of our shareholdings have to deal with considerable challenges due to the difficult global economic scenario and its consequences for the Austrian economy. Unternehmens Invest AG esteems to secure the profitability of its investments by means of timely controlling and management support. We would like to take this opportunity to thank all of our business partners for their excellent cooperation. We would also like to thank our shareholders for the trust shown to our company. Vienna, December 2009 Friedrich Roithner Management Board UIAG ANNUAL REPORT 2008/2009

8 INVESTMENT PORTFOLIO 08 The business performance of UIAG s portfolio companies during the fiscal year is discussed in greater detail below. With regard to the financial information disclosed, it should however be pointed out that some of these investment companies are not obliged by their legal form to publish their results. Moreover, the reporting dates of some of the companies concerned will only be published after the editorial deadline of this report. Concerning those companies listed on the Vienna Stock Exchange, readers are also referred to the interim reports as well as other publications and shareholder information. In the course of the fiscal year, Unternehmens Invest AG acquired 40% of Eternit-Werke Ludwig Hatschek AG (Eternit) from CROSS Industries AG. The share capital increase and purchase of another 40% of the share capital of Eternit was declared void due to the dispute of the corresponding resolution passed at the General Meeting and the action for rescission filed by a minority shareholder. Hence the purchase of the 40% of the share capital was declaired void. VARIOFORM PET VERPACKUNG GMBH Varioform produces preforms for PET (PolyEthylenTheraphtalat) bottles, in particular for industrial blue-chip customers. In the fiscal year 2008/2009 (balance sheet date 30 April 2009) Varioform PET Verpackung GmbH has sold approximately 675 million preforms (sales increase +13%). This increase is mainly due to Varioform s successful distribution and sales to an Austrian major customer and key customers in Germany. Germany s market for bottlers is fragmented and thus Varioform was able to succeed in this market with its flexibility.in the course of the significant increase in sales Varioform remained profitable despite the exceptional volatility in the commodities market and a seasonally caused low-selling winter. Business development has been favourable again since 1 May 2009 with sales for the first half of 2009/2010 already being 10.7% above the previous year s level despite unfavourable weather conditions in May and June and its effects on the beverage industry. The two injection moulding machines including peripheral equipment purchased in fall 2008 and put into operation in spring 2009 operate at full capacity since then. Varioform actively supports sustainability and climate protection by using recyclate material for production. Furthermore it strives for cooperation with their customers in product design with the development of optimization processes.

9 A MODERN EQUITY PARTNER STATEMENT BY THE MANAGEMENT BOARD INVEST PORTFOLIO GROUP STATUS REPORT REPORT OF THE SUPERVISORY BOARD CORPORATE GOVERNANCE REPORT AUSTRIA AG Austria AG is the leading Austrian producer of water heating solutions. The company is listed in the third market of the Vienna stock exchange. 09 In December 2008, Unternehmens Invest AG acquired approximately 38.5% of the shares in Austria AG (AEAG) from CROSS Industries AG and bought another 1.5% of the shares in AEAG directly. After closure of this transaction, Unternehmens Invest AG holds approximately 63.4% of the shares in AEAG. As a result of UIAG s strategic reorientation, intermediate companies became unnecessary and SARPEDON Management Consulting GmbH & Co AEAG KG was merged into Unternehmens Invest AG. Its assets and liabilities from acquisition financing were taken over by Unternehmens Invest AG. This step has facilitated administration considerably. The fiscal year 2008/2009 was despite the global financial crisis successful and Austria AG could increase turnover and results again. The turnover amounted to 65.2m (+ 1% compared to previous year) and the profit on ordinary activities totalling 4.6m was above the previous years ( 4.2m). Primarily in Austria the company could strengthen its market leadership and increase the production of 1.6% to a total of approximately 124,000 boilers. In summer 2009 a new production line for boilers was put into operation another step to expand and improve the production facilities in Knittelfeld. A variety of water heating systems and boilers are produced in the new 2,800 m² production facility, which also includes a roofed storage facility. Austria AG invested a total of 8m (60% for machinery and equipment). The new production line, which is state-of-the-art in Europe facilitates a yearly production increase of 50,000 boilers. CARPET & ACOUSTIC PRODUCTS GMBH DURMONT TEPPICHBODENFABRIK GMBH The group produces high-quality tufting floor coverings for interiors and the automotive industry as well as moulded floorings for the automotive industry at a regional level. In November 2008, Unternehmens Invest AG acquired 76% of the shares in Carpet & Acoustic Products GmbH, Kapfenberg, and thus indirectly 100% of Durmont Teppichbodenfabrik GmbH, Hartberg. Both companies had to implement profound restructuring measures, due to a dramatic decrease in sales in the automotive industry. This shareholding is not included in the consolidation scope of Unternehmens Invest AG because of an option contract with CROSS Industries AG. The shareholding was returned to CROSS Industries AG in November UIAG ANNUAL REPORT 2008/2009

10 10 JCK HOLDING GMBH TEXTIL KG JCK Holding is the umbrella organisation for a number of companies in the clothing industry and one of the most flexible suppliers for chain stores, mail-order companies, specialists and discounters throughout the world. The company considers itself a pioneer in the private label business that also successfully maintains strong brands. Unternehmens Invest AG holds an investment of 2% in the German textile group JCK Holding GmbH Textil KG. The group s results exceeded last year s figures due to the significantly higher operational output. In a difficult economic environment the group could verify the successful development of both operational divisions, merchandising business and private label business. In the third quarter the JCK Group achieved consolidated revenues in the amount of approximately 307m which is 50m above the previous year s level. INFOTECH HOLDING GMBH As previously reported, the company will be wound up. Liquidation of the company was completed by the end of July 2009, the legal liquidation (in the commercial register) can only be finished in spring 2010 due to tax law regulations. UIAG s total financial investment of 9m was re-obtained. IDENTEC SOLUTIONS AG IDENTEC Solutions located in Lustenau is world wide market leader for wireless tracking and sending solutions. In the fiscal year IDENTEC Solutions 2008 strived for strengthening its position in existing markets and for conquering new regions. On the operational side the group s turnover increased 30%. Despite the difficult economic environment the group achieved a steady turnover on previous year s level in its core areas like the automotive industry. The group developed the prerequisites for 2009 and presents new important product supplements in the third quarter Unternehmens Invest AG holds 0.07% on IDENTEC Solutions AG.

11 UIAG s investment strategy is coordi nated with the strategic orientation of CROSS Industries to use synergy potentials and to avoid interferences. Capital market orientation remains an integral part of UIAG s corporate policy.

12 GROUP STATUS REPORT 2008/2009 UIAG GROUP 12 UIAG s fiscal year 2008/2009 covers the period from 1 October 2008 to 30 September The group sets up consolidated financial statements in accordance with IFRS for the first time as of 30 September The Group in its current structure was formed on 1 October UIAG s previous function as a company for minority investments has no economic connection with its new corporate function. Therefore, a comparison with previous periods cannot be provided. Unternehmens Invest AG operates as managing holding and aims, by means of a sustainable investment policy, for majority investments. Unternehmens Invest AG as managing holding takes over management responsibilities and takes an active part in the strategic leadership of its shareholdings. It s main focus is on the industrial and services sector. UIAG s investment strategy is coordinated with the strategic orientation of CROSS Industries AG to use synergy potentials and to avoid interferences. This interface is based on the Arm s length principle, the corporate policy of the CROSS Industries Group. BUSINESS DEVELOPMENT The fiscal year 2008/2009 was characterized by a reorientation of Unternehmens Invest AG as of 1 October 2008 as management holding for majority investments. Therefore it has become necessary for the first time in fiscal year 2008/2009 to set up consolidated statements according to IFRS and to consolidate the shareholdings. In the future, the financial key figures will provide a consolidated general view of the holding including its shareholdings. In accordance with its new strategy, Unternehmens Invest AG increased its share in Varioform PET Verpackung GmbH to 75.1% (+26.1%) in October In November 2008, Unternehmens Invest AG acquired 76% of the shares in Carpet & Acoustic Products GmbH, Kapfenberg, and thus indirectly 100% of Durmont Teppichbodenfabrik GmbH, Hartberg. At the same time an option contract to return the shareholding to CROSS Industries AG was established. In December 2008, Unternehmens Invest AG acquired approximately 38.5% of the shares in Austria AG (AEAG) from CROSS Industries AG and bought another 1.5% of the shares in AEAG directly. After closure of this transaction, Unternehmens Invest AG holds approximately 63.4% of the shares in Austria AG. As a result of UIAG s strategic reorientation, intermediate companies became unnecessary and SARPEDON Management Consulting GmbH & Co AEAG KG was merged into Unternehmens Invest AG. Its assets and liabilities from acquisition financing were taken over by Unternehmens Invest AG. This step has considerably facilitated administration. In October and November 2008, Unternehmens Invest AG acquired 5.3% of the shares in POLYTEC HOLDING AG. The takeover of Peguform Group caused economic difficulties for POLYTEC. In the course of a restructuring process in the fourth quarter of the fiscal year 2008/2009 the share of POLYTEC HOLDING AG was transferred to a company in close-up range of Raiffeisenlandesbank Oberösterreich AG. In return Unternehmens Invest AG took

13 A MODERN EQUITY PARTNER STATEMENT BY THE MANAGEMENT BOARD INVEST PORTFOLIO GROUP STATUS REPORT REPORT OF THE SUPERVISORY BOARD CORPORATE GOVERNANCE REPORT over the Peguform Beteiligungs GmbH and UIAG Automotive GmbH debt claim/recievables from the banks that financed the purchase. As per balance sheet date Unternehmens Invest AG holds 100% on UIAG Automotive Beteiligungs GmbH. 13 As previously reported, the company will be wound up. Liquidation of the company was finished by the end of July 2009, the legal liquidation (in the commercial register) can only be finished in spring 2010 due to tax law regulations. In the second quarter of 2008/2009, Unternehmens Invest AG acquired 40% of Eternit-Werke Ludwig Hatschek AG (Eternit) from CROSS Industries AG subject to compliance of suspensive conditions. It was planned to acquire another 40% of the shares in Eternit by means of a capital increase by CROSS Industries AG. Due to an action for rescission, filed by a minority shareholder against this capital increase resolution, the transaction was declared void as the suspensive conditions did not occur within the period agreed upon. The Manage ment Board of Unternehmens Invest AG called in an Extraordinary General Meeting where the resolution for the capital increase and other associated resolutions of the Annual General Meeting of 14 January 2009 were rescinded. In September 2009 Unternehmens Invest AG has been informed from Buy-Out Central Europe II Beteiligungs- Invest AG that its majority shareholder CROSS Industries AG and Buy-Out Central Europe II Beteiligungs-Invest AG have entered into an agreement for the sale of all shares of CROSS Industries AG in Unternehmens Invest AG (61.95%). Per 30 September 2009 Unternehmens Invest AG was informed by Buy-Out Central Europe II Beteiligungs- Invest AG about the fact that Buy-Out Central Europe II Beteiligungs-Invest AG does no longer intend to purchase the total number of Unternehmens Invest AG shares held by CROSS Industries. INVESTMENT PORTFOLIO As of 30 September 2009, Unternehmens Invest AG held, in part via subsidiaries, investments in a total of six companies. According to the balance sheet date, the aggregated value of the investment portfolio, including borrowings and investment securities, was 31.47m (previous year: 21.96m). 30/09/2009 Austria AG 63.41% Carpet & Acoustic Products GmbH 76.00% Varioform PET Verpackung GmbH 75.10% JCK Holding GmbH Textil KG 2.00% IDENTEC Solutions AG 0.07% InfoTech Holding GmbH (in liquidation) % Sold over the course of fiscal year 2008/2009: 2008/2009 POLYTEC HOLDING AG 5.33% UIAG ANNUAL REPORT 2008/2009

14 14 PERFORMANCE AND BALANCE SHEET ANALYSIS Performance analysis The results of the fiscal year 2008/2009 amount to 3.88m, whereof Austria AG (1 January to 30 Sep tember 2009) accounted for 2.87m, Varioform PET Verpackung GmbH for 1.34m, Kunststoff 1 Management GmbH & CO KG for 0.07m and UIAG Automotive Beteiligungs GmbH for (0.03m). A result in the amount of 0.65m from Unternehmens Invest AG and consolidation effects totalling to (1.02m) added to the consolidated result. In fiscal year 2008/2009 UIAG Group achieved a consolidated turnover in the amount of 83.18m, whereof Austria AG (1 January to 30 September 2009) accounted for 47.30m, and Varioform PET Verpackung GmbH for 35.80m. Unternehmens Invest AG adds a turnover in the amount of 0.09m and (0.01m) from consolidation effects. After deduction of distribution and marketing costs, administration costs and other operating expenses the consolidated earnings before interest and taxes amount to 3.53m. Balance sheet analysis The consolidated balance sheet total amounts to m. As per 30 September 2009 the goup s current assets amount to 42.38m, comprising 14.09m from cash and cash equivalents ( 13.45m from Unternehmens Invest AG), 14.70m from accounts receivable (approximately 8.01m from Austria AG and 6.09m from Varioform PET Verpackung GmbH); 12.04m from inventory ( 8.33m from Austria AG, 3.71m from Varioform PET Verpackung GmbH) and 1.55 m from other shortterm assets. The group s fixed assets amount to approximately 67.1m, comprising 28.40m from tangible assets (approximately 24.80m from Austria AG and 3.59m from Varioform PET Verpackung GmbH), 9.3m from investments (approximately 11.85m from Kunststoff 1 Management GmbH & CO KG, 3.07m from UIAG Automotive Beteiligungs GmbH, 30.47m from Unternehmens Invest AG and (36.4m) from consolidation effects), 18.94m from intangible assets (approximately 6.45m from Austria AG, 3.39m from Varioform PET Verpackung GmbH and approximately 9.1m from goodwill) as well as long-term and other assets in the amount of 10.04m from Unternehmens Invest AG. On the liabilities side the groups short-term liabilities and provisions in the amount of approximately 31.71m, comprising 13.32m from bank loans (approximately 4.84m from Austria AG, 2.47m from Varioform PET Verpackung GmbH and 6.0m from Unternehmens Invest AG), another 5.44m from trade payables (approximately 2.08m from Austria AG and 3.80m from Varioform PET Verpackung GmbH) and approximately from other short-term liabilities and provisions ( 8.06m from Austria AG, 1.64m from Varioform PET Verpackung GmbH and 3.36m from Unternehmens Invest AG.

15 A MODERN EQUITY PARTNER STATEMENT BY THE MANAGEMENT BOARD INVEST PORTFOLIO GROUP STATUS REPORT REPORT OF THE SUPERVISORY BOARD CORPORATE GOVERNANCE REPORT The group s long-term liabilities and provisions amount to 21.87m, whereof Austria AG accounted for approximately 12.73m, Varioform PET Verpackung GmbH for 2.26m, Kunststoff 1 Management GmbH & CO KG for 9.99m, UIAG Automotive Beteiligungs GmbH for 3.10m and approximatelz (6.21m) from consolidation effects. 15 The group s equity amounts to 55.90m and the equity ratio at balance sheet date is 51.06%. CASH FLOW ANALYSIS The cash flow from operating activities amounts to 16.21m comprising the cash flow from results ( 5.82m) and changes from other assets as well as assets and liabilities in the amount of 10.38m. The group s cash flow from investments in the amount of 14.37m comprises additions in fixed assets totalling 6.94m, expenses for the acquisition of shareholdings in the amount of 16.13m, investments in the amount of 3.32m and income from the sale of shareholdings and disposal of fixed assets in the amount of 12.02m. The cash flow from financing activities amounts to 1.78m comprising the increase of short term bank loans totalling 1.30m and dividend payments totalling 2.22m. INVESTMENTS In the fiscal year 2008/2009 a total of 6.9m was invested in tangible assets and intangible assets, mainly for Austria AGs new production line for boilers in Knittelfeld. EMPLOYEES As per 30 September 2009 the group had 396 employees. The employees met the versatile challenges from the difficult economic situation and accounted for the success for the fiscal year 2008/2009. RISK REPORT UIAG s core business is the acquisition of equity stakes in companies and the financing of these companies. Like all types of risk financing, this business model includes above-average profit chances as well as the associated risks: UIAG s financial situation always depends on the business development of its investments. In addi tion, the values assigned to investments in the balance sheet also depend on their business development. UIAG ANNUAL REPORT 2008/2009

16 16 UIAG s business model takes the possibility of negative developments or even total loss of individual investments into account. The success of Unternehmens Invest AG must therefore be measured over a longer time period. All in all, the goal for investment financing projects is that long-term profits outweigh any losses. This results in an attractive return on investment over an extended time period. As Unternehmens Invest AG opted out from the legal framework of medium-size enterprise financing (MiFiG) the risk of subsequent taxation of undisclosed reserves exists. From UIAG s former shareholding in LIBRO AG there is a risk of losing the profit gained from the sale of LIBRO AG shares to a strategic investor in 1999/2000 due to criminal proceedings instituted against former members of the Management Board. Unternehmens Invest AG may be liable for compensation damages to subscribers of new shares from the capital increase in November 1999 in case of their conviction by means of levying or payback of the purchase price. No provision for eventual claims was set up based on the present risk evaluation; for a more detailed explanation please refer to the notes of the consolidated statements. For future expenses to conduct the defense of the claim a provision was set up. For the risk report please see the notes to the consolidated statements. SUSTAINABILITY In a production company like Austria AG resources for sustainability are used as follows: implementation of resource/efficient technologies and investing into automation and modernisation of facilities. Comprehensive investments enabled to develop savings potentials and a reduction of raw material and energy consumption. The new production line for boilers (finished in July 2009) minimizes the environmental impact by using state-of the art equipment. The continuous development and improvement of manufacturing processes to reduce the energy consumption and minimize emission, as well as comprehensive maintenance programs improve the environmental performance. Varioform PET Verpackung GmbH aims at conciliating ecological, social and economical objectives. PET packaging is characterised by little raw material and energy consumption during manufacturing and its transport from manufacturer via consumers to disposal. The economical use of resources is assured by the usage of recyclate material. Every year many thousands of tons of plastic waste are recycled.

17 A MODERN EQUITY PARTNER STATEMENT BY THE MANAGEMENT BOARD INVEST PORTFOLIO GROUP STATUS REPORT REPORT OF THE SUPERVISORY BOARD CORPORATE GOVERNANCE REPORT CORPORATE GOVERNANCE CODEX 17 UIAG s Management Board and the Supervisory Board have clearly committed themselves to the Code of Corporate Governance. Details are available in the Corporate Governance Report (following the Group Status Report or on the company s webpage IMPORTANT TRANSACTIONS AFTER THE BALANCE SHEET DATE In October 2009 Buy-Out Central Europe II Beteiligungs-Invest AG informed Unternehmens Invest AG that Buy- Out Central Europe II Beteiligungs-Invest AG no longer intends to purchase the total number of UIAG shares held by CROSS Industries AG or to follow up on the announced takeover bid. The assumption, existing due to a legal opinion established in 2006, that no claims can be made against Unternehmens Invest AG out of its former interest in LIBRO AG as a result of forfeiture through the statute of limitations, could not be confirmed beyond a reasonable doubt within the due diligence process. In November 2009 Unternehmens Invest AG exercised its option contract and returned the shareholdings on Carpet & Acoustic Products GmbH, and Durmont Teppichbodenfabrik GmbH to CROSS Industries AG for the capital invested. DISCLOSURE IN ACCORDANCE WITH ARTICLE 243a OF THE AUSTRIAN COMMERCIAL CODE (UGB) Shareholder structure and UIAG share In the fiscal year 2008/2009 CROSS Industries AG increased its share to a total of 61.95%. Ocean Consulting GmbH sold its shares in Unternehmens Invest AG. As of 30 September 2009, the shareholder structure was as follows: 30/09/2009 Previous year CROSS Industries AG 61.95% 59.35% Oberbank PE Holding GmbH (formaly: 3 Banken Beteiligung GmbH) 9.70% 9.70% Free float 28.35% 22.82% Ocean Consulting GmbH 0.00% 8.13% The share capital of 29,080,000 is divided into 4,000,000 shares of no par value and is listed in the Prime Market of the Vienna Stock Exchange. There are no restrictions regarding voting rights or transfering of shares. UIAG ANNUAL REPORT 2008/2009

18 18 During the fiscal year 2008/2009, the price of UIAG shares developed from (starting price of 2 January 2009) to (closing price on 30 September 2009). The year s high was 15.00, and the year s low In accordance with article 5 of the articles of association, the Management Board is authorised with the approval of the Supervisory Board to increase the company s ordinary capital, possibly in several tranches, in the amount of up to 14.54m by issuing up to two million notional no-par-value shares against cash contribution. The Management Board did no make use of this authorization. No compensation agreements exist between the company, the Management Board and the Supervisory Board in case of a change of control. There are no further significant agreements that would be impacted by a change of control or takeover bid. OUTLOOK FOR FISCAL YEAR 2009/2010 The current economic development sets the framework for the business development of Unternehmens Invest AG. Any prognosis for the mid-term development of the economy is still insecure. However, the global economy s downturn seems to have ceased and the economic situation is brightening up. Unternehmens Invest AG reconsiders its business policy with regard to possible influences from the past. The risk resulting from the former shareholding in LIBRO AG does currently not give cause to change the business policy. However, the present business policy has to be reconsidered in case the evaluation of risk and the development of the criminal procedures refer to a presumable liability of the company. Vienna, on 11 December 2009 Friedrich Roithner Management Board

19 REPORT OF THE SUPERVISORY BOARD The Supervisory Board received regular, timely and comprehensive reports from the Board of Management on all matters relevant to the course of business and the Group s situation. 19 In the five Supervisory Board meetings in 2008/2009, in which the Board of Management also participated, the Supervisory Board gave thorough consideration to the current and impending acquisitions and disposals, the Group s financial statements, existing investments and the risk management system of the Board of Management. The Supervisory Board assessed important business transactions and resolved upon the transactions requiring its approval. The auditors appointed by the Annual General Meeting, KPMG Austria GmbH (FN f) Wirtschaftsprüfungsund Steuerberatungsgesellschaft, Linz, have audited the Group s consolidated and individual financial statements for the year ended 30 September 2009 as well as the management report and the group management report for 2008/2009 and the accounting records and granted these an unqualified audit certificate. The auditors have hereby confirmed that the accounting and the consolidated and individual financial statements as of 30 September 2009 comply with the legal regulations, that the consolidated and individual financial statements provide a true and fair view of the Group s assets, financial situation and earnings position in conformity with generally accepted accounting principles and that the management report and group management report corresponds to the consolidated and individual financial statements. In its report to the Supervisory Board, the Audit Committee concurred with the results of the final audit. After reviewing the management report, the group management report and the consolidated and individual financial statements including the proposed distribution of profit, and reviewing the Management, the committee did not give rise to any objections. The Audit committee agreed with the proposed distribution of profit by the Management Board and recommended to the Supervisory Board that KPMG Austria GmbH (FN f) Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Linz, be proposed for appointment as independent auditors for the fiscal year 2009/2010 at the general meeting. The Supervisory Board concurs with the Audit Committee s report and consequently also with the results of the final audit. After obtaining the final results of its review of the management report, the group manage ment report and the consolidated and individual financial statements including the proposed appropriation of profit and its management review, the Supervisory Board also gives no rise to any objections. The Supervisory Board also concurs with the Management Board s proposed distribution of profit. Having been accepted by the Supervisory Board, the consolidated and individual financial statements can be deemed approved pursuant to Article 96 (4) Stock Corporation Law (AktG). The Supervisory Board recommends that KMPG Austria GmbH (FN f) Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Linz, be appointed as independent auditors for the fiscal year 2009/2010. Vienna, December 2009 Rudolf Knünz Chairman of the Supervisory Board UIAG ANNUAL REPORT 2008/2009

20 CORPORATE GOVERNANCE REPORT 20 MANDATORY INFORMATION Since the fiscal year 2003, Unternehmens Invest AG has committed itself to the rules of the Austrian Code of Corporate Governance ( a regulatory work satisfying international standards for transparent, responsible management and monitoring of companies directed toward the creation of sustainable value and for the benefit of all shareholders. The Austrian Code of Corporate Governance provides a framework for responsible and transparent management and control. It is based on the OECD Principles of Corporate Governance and EU recommendations as well as the relevant legal provisions. The Code relies on voluntary self-regulation. In addition to the most important statutory requirements under Austrian law L-Rules of the Code (legal requirement) the Code also contains rules which are considered common international practice: the C-Rules (comply or explain). Non-compliance with these rules must be explained and the reasons stated. The Code also contains mere recommendations, the R-Rules. The Code of Corporate Governance (version January 2009) is available on UIAG s website ( DEVIATIONS Rule 16: As per 1 May 2009 Friedrich Roithner is sole CEO of Unternehmens Invest AG due to Mr Paierl s resignation as of 30 April Rule 18: As the company is not large enough, it does not comply with the rule of setting up a separate internal auditing functional unit. Rule 31: This rule is not complied with, as the publication of the total Management Board remuneration broken down into fixed an variable parts is deemed adequate information for the shareholders. Rule 49: No contracts exist with Members of the Supervisory Board with regard to the provision of services for the company. The company is advised on legal matters by Saxinger, Chalupsky und Partner Rechtsanwälte (SCWP). A partner in SCWP, Ernst Chalupsky works as an attorney and general manager. Consulting and other services, carried out by Saxinger, Chalupsky und Partner Rechtsanwälte GmbH, Wels were used on standard terms and conditions and approved by the Supervisory Board. COMPOSITION AND FUNCTIONS OF MANAGEMENT BOARD, SUPERVISORY BOARD AND COMMITTEES Management Board Friedrich Roithner, born in 1963 Sole responsible CEO since 1 May 2009 First appointed on 12 March 2008; end of current term of office: 31 March 2011 Chairmanship and allocation of competencies (until 30 April 2009): Commercial matters, structuring of projects (due diligence, contracts, financing), project controlling Supervisory Board seats: Deputy chairman of BRAIN FORCE HOLDING AG; Member of BEKO HOLDING AG

21 A MODERN EQUITY PARTNER STATEMENT BY THE MANAGEMENT BOARD INVEST PORTFOLIO GROUP STATUS REPORT REPORT OF THE SUPERVISORY BOARD CORPORATE GOVERNANCE REPORT Herbert Paierl, born in 1952 Termination by mutual agreement as of 30 April 2009 First appointed on 1 January 2007 Chairmanship and allocation of competencies (until 30 April 2009): Spokesman of the Management Board, acquisition of projects and investors, sale of projects and investments 21 Supervisory Board Rudolf Knünz, born in 1951 Chairman of the Supervisory Board First appointed at the extraordinary general meeting of 2 November 2005; appointed until the AGM in 2010 Supervisory Board seats: Chairman of Austria AG, CROSS Motorsport Systems AG and KTM Power Sports AG; Deputy Chairman of Pankl Racing Systems AG; Member of BEKO HOLDING AG Stefan Pierer, born in 1956 Deputy Chairman of the Supervisory Board First appointed at the extraordinary general meeting of 2 November 2005; appointed until the AGM in 2010 Supervisory Board seats: Chairman of Pankl Racing Systems AG; Member of Austria AG, BEKO HOLDING AG, BRAIN FORCE HOLDING AG and Eternit-Werke Ludwig Hatschek AG Ludwig Andorfer, born in 1944 Member of the Supervisory Board, independent First appointed at the general meeting of 8 May 2002; appointed until the AGM in 2012 Josef Blazicek, born in 1964 Member of the Supervisory Board, independent First appointed at the general meeting of 30 April 2008, appointed until the AGM in 2013 Supervisory Board seats: Chairman of BEKO HOLDING AG and CROSS Industries AG; Deputy Chairman of CROSS Motorsport Systems AG; Member of BRAIN FORCE HOLDING AG, Pankl Racing Systems AG and Update Software AG Ernst Chalupsky, born in 1954 Member of the Supervisory Board, Lawyer, independent First appointed at the general meeting of 7 May 2007; appointed until the AGM in 2012 Supervisory Board seats: Deputy Chairman of CROSS Industries AG; Member of CROSS Motorsport Systems AG and KTM Power Sports AG Karl Schmutzer, born in 1951 Member of the Supervisory Board until 31 May 2009 First appointed at the general meeting of 14 January 2009 Five Supervisory Board meetings were held in the fiscal year 2008/2009. UIAG ANNUAL REPORT 2008/2009

22 22 Committees Audit Committee Rudolf Knünz (Chairman), Ludwig Andorfer, Ernst Chalupsky The Audit Committee is responsible for reviewing and preparing the approval of the annual financial statements, the proposal for the distribution of profits, and the review of operations. The Audit Committee submits the proposal for the auditor for the adoption of resolution at the general meeting. The members of the committee meet the required financial qualifications. In the constitutive meeting of the Supervisory Board on 14 January 2009 Karl Schmutzer was elected chairmain to the Audit Committee. After Karl Schmutzer s resignation Rudolf Knünz was elected chairman to the Audit Committee in the Supervisory Board meeting of 10 September Committee for Management Board matters Stefan Pierer (Chairman), Ludwig Andorfer, Josef Blazicek The committee is responsible for matters concerning the remuneration of Management Board members and the content of their contracts. The audit committee met twice, the committee for management board matters met once in the fiscal year 2008/2009. DISCLOSURE OF INFORMATION ABOUT REMUNERATION OF MANAGEMENT BOARD AND SUPERVISORY BOARD MEMBERS The Management Board s profit participation for the fiscal year 2008/2009 as was the case in the past was mainly based on the economic result; the apportionment is at the discretion of the Supervisory Board. The total fixed salaries paid by the group companies for the Management Board s activities and their administrative duties during the fiscal year 2008/2009 amounted to 312k. For variable benefits 112k were accrued. In the fiscal year 2008/2009, no retirement expenses were incurred in form of contributions to pension funds and provisions made for pensions. The annual premium for the goup s D&O insurance amounts to 30k. Compensation of the Supervisory Board 2008/2009 Rudolf Knünz, Chairman 8.7k Stefan Pierer, Deputy Chairman 6.5k Ludwig Andorfer, Member 4.4k Josef Blazicek, Member 4.4k Ernst Chalupsky, Member 4.4k Karl Schmutzer, Member (from 14 January to 31 May 2009) 2.2k

23 CONSOLIDATED FINANCIAL STATEMENTS 2008/2009 UIAG GROUP ACC. TO IFRS 24 Consolidated Balance Sheet as at 30 September 26 Consolidated Income Statement 27 Consolidated Cash Flow Statement 28 Schedule of Development of Shareholders Funds as at 30 September 29 Notes to the Consolidated Financial Statements 64 Unqualified Audit Opinion

24 CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER ASSETS 30/09/ /09/2008 Notes in k in k Short-term assets Cash and cash equivalents (16) 14,088 14,028 Accounts receivable (18) 14,131 0 Accounts receivable affiliated companies 570 9,939 Inventory (17) Raw materials 3,920 0 Unfinished goods Finished goods 7,151 0 Other short-term assets (18) 1,554 2,900 42,381 26,867 Long-term assets Investments (19) Shareholdings on associates 1,648 2,823 Investments 4,964 10,341 Loans 1,671 3,430 Investment securities 1,028 6,776 Tangible assets (20) Land 75 0 Buildings 11,936 0 Technical equipment and machinery 9,472 0 Furniture and fixtures 3,648 8 Advance payments 3,264 0 Goodwill (21) 9,103 0 Intangible assets (21) 9,837 1 Deferred tax assets (14) 28 0 Other long-term assets (18) 10, ,099 23, ,480 50,246

25 CONSOLIDATED BALANCE SHEET CONSOLIDATED INCOME STATEMENT CONSOLIDATED CASH FLOW STATEMENT SCHEDULE OF DEVELOPMENT OF SHAREHOLDERS FUNDS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNQUALIFIED AUDIT OPINION EQUITY AND LIABILITIES 30/09/ /09/2008 Notes in k in k 25 Short-term liabilities Bank loans (23) 13,323 0 Trade payables 5, Liabilities affiliated companies Provisions (25) 2,845 1,204 Provisions for taxes Advance payments made Other short-term liabilies 9, ,713 1,945 Long-term liabilities Interest bearing loans (23) 9,753 0 Provisions for social capital (26) 6,939 8 Deferred tax liabilities (14) 2,495 0 Liabilites affiliated companies Other long-term liabilities (23) 2, ,869 8 Group equity Share capital (22) 29,080 29,080 Capital reserve (22) 6,818 6,818 Reserves including retained earnings (22) 13,035 12,395 Minority interests (22) 6, ,898 48, ,480 50,246 The following notes to the consolidated accounts are an integral part of the consolidated balance sheet. UIAG ANNUAL REPORT 2008/2009

26 CONSOLIDATED INCOME STATEMENT FOR THE FISCAL YEAR 2008/ /2009 Notes in k Sales (5) 83,180 Cost of Sales (6) (67,137) Gross Profit 16,043 Sales expenses (7) (7,921) Administration expenses (9) (3,395) Other operating expenses (11) (1,572) Other operating income (12) 378 Earnings before income and taxes (EBIT) 3,533 Interest income 787 Interest expenses (1,492) Other financial and participation result 2,546 Finanical and participation result (13) 1,841 Income before tax 5,374 Tax on income and earnings (14) (1,496) Net income 3,878 Thereof owners 2,638 Thereof minority shareholders 1,240 Earnings per share Undiluted = diluted result per share (15) 0.66 The attached notes are an integral part of the consolidated income statement.

27 CONSOLIDATED CASH FLOW STATEMENT FOR THE FISCAL YEAR 2008/ /2009 Notes in k 27 Consolidated cash-flow from operating activities Net profit/loss 3,878 + Depreciation of fixed assets 3,404 + ( ) Addition (disposal) of personnel provisions 299 ( ) + Profit/loss from sale of fixed assets (1,758) Consolidated cash-flow from earnings 5,823 (+) Increase (decrease) in inventories including prepayments on account (91) (+) Increase (decrease) in accounts receivable trade, advance payments, other short-term and long-term assets and deferred taxes 5,073 + ( ) Increase (decrease) of liabilities trade, advance payments, other short-term and long-term liabilities 4,416 + ( ) Increase (decrease) of provisions for taxes, deferred taxes and other provisions ,384 16,207 Consolidated cash flow from investment activities Investments in fixed assets (outflow of funds for investments) (6,937) Investments in financial assets (3,319) + ( ) Additions (disposals) liquidity (3) (16,132) + Disposals of fixed assets 12,032 (14,365) Consolidated cash flow from financing activities + ( ) Other changes in equity not affecting income 5 Dividends to third parties (2,215) + ( ) Increase (decrease) of short-term bank loans 1,297 + ( ) Payments for leasing (975) + Decrease in long-term interest-bearing loans 106 (1,782) Consolidated cash flow Consolidated cash flow from operating activities 16,207 Consolidated cash flow from investment activities (14,365) Consolidated cash flow from financing activities (1,782) Change of cash and cash equivalents of the Group 60 + Starting cash and cash equivalents of the Group 14,028 Cash and cash equivalents of the Group at year end 14,088 Thereof cash and cash equivalents, checks, bank balances 14,088 UIAG ANNUAL REPORT 2008/2009

28 SCHEDULE OF DEVELOPMENT OF SHAREHOLDERS FUNDS AS AT 30 SEPTEMBER Share Capital Revenues Total Shares Total capital reserve incl. Group of other Group in k income partners equity As at 01/10/ ,080 6,818 12,395 48, ,293 Profit of fiscal year 2008/ ,638 2,638 1,240 3,878 Total profits and losses recognized in equity 0 0 2,638 2,638 1,240 3,878 First time consolidation Austria AG, Kunststoff 1 Management GmbH & Co KG, Varioform PET Verpackung GmbH ,940 5,940 Dividends 0 0 (2,000) (2,000) (215) (2,215) Other entries not affecting income As at 30/09/ ,080 6,818 13,035 48,933 6,965 55,898

29 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2008/2009 (1) THE COMPANY 29 Unternehmens Invest AG (UIAG), located in Vienna, operates as a holding company, particularly focusing on the acquisition and administration of industrial companies as well as of companies and investments in industrial companies, the management of companies and investments being part of the UIAG Group, the providing of services for these companies (group services) as well as in the field of management consultancy. Unternehmens Invest AG is registered with the commercial register Vienna, Austria, commercial register certificate FN f. The following table shows the fully consolidated group companies or subgroups, the interest held (taking direct and indirect interests into account), the voting rights held as well as the corporate purpose. Company Share Voting rights Corporate purpose Austria AG 63.41% 63.41% Production of and trading with water heating solutions Varioform PET Verpackung GmbH 75.10% 75.10% Production of preforms made of plastic Kunststoff 1 Management GmbH & Co KG 75.10% 75.10% Acquistion and administration of shareholdings UIAG Automotive Beteiligungs GmbH % % Administration of shareholdings (2) REPORTING RULES The annual consolidated financial statements as at 30 September 2009 were prepared in accordance with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), and the interpreta - tions of the International Financial Reporting Interpretations Committee (IFRIC), to the extent used in the EU. According to article 245a of the Austrian Business Enterprise Code (Unternehmensgesetzbuch, UGB), which was added within the Consolidated Financial Statement Law (Konzernabschlussgesetz), these consolidated financial statements based on IFRS fulfil all Austrian reporting requirements. The consolidated financial statements were prepared according to IFRS 1 for the first time (please refer to item 2.2). IASB and IFRIC have issued the following new standards and interpretations, which have not become effective yet and have not been adopted in the consolidated financial statements of Unternehmens Invest AG: Revised IFRS 2 Share-based Payment Amendment Relating to Vesting Conditions and Cancellations Revised IFRS 3 Business Combinations Comprehensive Revision on Applying the Acquisition Method IFRS 8 Operating Segments Revised IAS 1 Presentation of Financial Statements Comprehensive Revision including Requiring a Statement of Comprehensive Income Revised IAS 1 Presentation of Financial Statements Amendments Relating to Disclosure of Puttable Instruments and Obligations arising on Liquidation Revised IAS 27 Consolidated and Separate Financial Statements Consequential Amendments Arising from Amendments to IFRS 3 Revised IAS 28 Investments in Associates Consequential Amendments Arising from Amendments to IFRS 3 Revised IAS 31 Interests in Joint Ventures Consequential Amendments Arising from Amendments to IFRS 3 Revised IAS 32 Financial Instruments: Presentation Amendments Relating to Puttable Instruments and Obligations Arising on Liquidation UIAG ANNUAL REPORT 2008/2009