A n n u a l R e p o r t

Transcription

1 A n n u a l R e p o r t

2 TRIPLAN AG THE MAXIMUM IN CUSTOMER BENEFIT THROUGH INNOVATIVE ENGINEERING SERVICES TRIPLAN benchmark data (IAS/IFRS): Jan. 1 to Dec. 31, 2007 Jan. 1 to Dec. 31, 2006 Changes Total operating performance* 45,667 40,873 4,794 EBITDA 3,335 2, EBIT 2,673 1,562 1,111 EBT 2,598 1,587 1,011 Profit/loss for the period 2,042 1, Earnings per share ( )** Number of employees (as of Dec. 31) * incl. changes in inventory, other income and capitalized internal services ** basic TRIPLAN QUARTERLY REVIEW: 2007 FISCAL YEAR Q1/2007 Q2/2007 Q3/2007 Q4/2007 Best Q1 in the company s 117% increase in EBIT. TRIPLAN wins general Increased objectives history. Memorandum of Liquidity increases according to plan. design contract from Shell for KataLeuna. exceeded! Total operating performance of 46 million achieved with 2.7 million understanding with Neilsoft Ltd., Pune, India. BEKO takeover bid favorably received. ITandFactory GmbH spun off into new ITandFactory GmbH in joint venture with Neilsoft Ltd.; former ITF renamed VenturisIT GmbH. EBIT and liquidity still on track forecasts increased by Executive Board. EBIT. Net income for the year reaches 2.0 million, best year since IPO. Annual General Meeting on BEKO announces majority July 3 successful. holding of 50.7% in TRIPLAN as of Jan. 1, TRIPLAN Consulting GmbH founded, TRIPLAN holds all shares - focus: Product Lifecycle Management (PLM) and IT Consulting.

3 TABLE OF CONTENTS 04 Letter from the Executive Board 08 Engineering Services 16 Technology Services 21 Consolidated Management Report Consolidated Financial Statements 35 Consolidated Income Statement 36 Consolidated Balance Sheet 38 Consolidated Statement of Changes in Shareholders Equity 39 Consolidated Cash Flow Statement 40 Consolidated Notes 72 Consolidated Statement of Changes in Fixed Assets 74 Report of the Supervisory Board 76 Audit Opinion 77 Corporate Governance 78 TRIPLAN History

4 4 LETTER FROM THE EXECUTIVE BOARD LETTER FROM THE EXECUTIVE BOARD Executive Board members of TRIPLAN AG: Heinz Braun and Walter Nehrbaß Ladies and gentlemen, Once again during the 2007 financial year, TRIPLAN continued its growth of the previous year. With respect to operations, we concentrated on expanding our international network of contacts; in the area of administration we implemented structural measures that considerably increase TRIPLAN Group s flexibility and improve the Group s competitive standing. Key financial indicators confirm the corporate strategy. During the period under review, the TRIPLAN group generated sales revenues of 44 million, thereby exceeding the previous year s figure by 4.1 million or 10%. Earnings before interest and taxes (EBIT) increased during the same period by 71%, from 1.6 million to 2.7 million with a consolidated operating result of 2 million (previous year: 1.3 million). This corresponds to basic earnings per share of 0.21 (previous year: 0.15).

5 LETTER FROM THE EXECUTIVE BOARD 5 In order to carry the success of the TRIPLAN Group forward into the future and bring its reputation as a flexible and performant engineering and IT service provider into line with the demands of the market, we streamlined our Engineering Services and Technology Services business domains. The restructuring improved both the TRIPLAN Group s market orientation and enhanced the synergies, all of which had a positive effect on the Company s earnings situation. Crucial to this process was the optimization and expansion of the decentralized organizational structure. TRIPLAN subdivided the Engineering Services core business domain into three Sector Centers Life Science, Refinery/Petrochemical and Chemical/Industrial. This subdivision structures and bundles our specialized expertise and benefits the coordination processes of the operating units. This structural streamlining supports the TRIPLAN Group s high level of regional representation in Germany. Its seven branch offices in Germany and six subsidiaries in Germany, Switzerland and the Czech Republic ensure that the TRIPLAN Group is represented in the major industrial centers. In the Technology Services business domain, TRIPLAN has entered into a joint venture with the globally operating software and engineering company Neilsoft Ltd., India, for the purpose of launching ITandFactory GmbH. The CADISON and TRICAD Original product domains have been integrated into the newly established company, in which TRIPLAN AG will continue to hold a 40% interest. The joint venture acts as the basis for expanding our efforts to market our software internationally and continue to develop it. In doing so, we have given a major boost to the global marketing of our proprietary software. Venturis is still a fully owned subsidiary of the TRIPLAN Group, ensuring that it retains its hold on the company s automotive expertise.

6 6 LETTER FROM THE EXECUTIVE BOARD The reorganization of the two segments will affect the sales revenues and profit situation positively and sustainably, increase efficiency on the Group level and enhance consumer awareness of the TRIPLAN Group. In particular, TRIPLAN has strengthened its standing on the global marketplace and enjoys the reputation of a reliable provider of engineering services that draws on its industry expertise to develop individualized customer solutions. For example, TRIPLAN has prevailed over competitors in bidding on a large number of projects and been awarded projects in the UK, Italy and Belgium, among others. This pleasing development reflects the attention that the TRIPLAN Group enjoys on an international scale. Our acquisitive capacity also drew increased interest from our majority shareholder, BEKO Holding AG, which increased its stake in TRIPLAN 2007 to more than 50%. As of January 1, 2008, TRIPLAN is a member of BEKO Holding AG s group of consolidated companies. We are optimistic that TRIPLAN AG s inclusion as part of the group will yield synergies that will have a positive impact on sales revenues and earnings growth. The capital market also regarded TRIPLAN AG s development in a positive fashion. Despite the general weakness of the small-cap and mid-cap markets, the TRIPLAN share rose during the reporting period from 2.19 to This corresponds to an increase from approximately 23% year-on-year. Ladies and gentlemen, The market-oriented approach of our organization and service portfolio represents an excellent basis for future growth. Our plans for 2008 center on the continued building of our Engineering Services core business domain. This business domain in particular affords potential for the expansion of our market position by increasing the energy efficiency of existing production facilities and planning facilities based on renewable energy sources. In the Technology Services business domain we are benefiting from the international distribution of software as a joint venture partner with Neilsoft Ltd. We would like to express our thanks to our employees and our customers for their consistently outstanding and reliable cooperation. Bad Soden, March 2008 Walter Nehrbaß Executive Board members Heinz Braun

7 THE TRIPLAN SHARE 7 THE TRIPLAN SHARE TRIPLAN SHARE OUTPERFORMS DAX AND PRIME ALL SHARE INDEX From a capital market perspective, 2007 showed strong performance. The leading indices of the most important exchanges worldwide continued the positive trend of The Deutsche Aktien-Index (DAX) also followed this trend, building on the momentum of the previous year. The DAX closed out 2007 at 8,067 points, or 20.7% higher than at the start of the year. The Prime All Share Index, on which the TRIPLAN share is price weighted, also followed this positive tendency. It closed 18.3% higher, at 3,014 points. Despite institutional investors reluctance to invest in small- and mid-cap companies, the TRIPLAN share, with an overall performance of 23%, performed much better than the Deutsche Aktien-Index and the Prime All Share Index. INVESTOR RELATIONS ACTIVITIES CONTINUE TRIPLAN AG continued to pursue its Investor Relations activities during In addition to the reporting requirements imposed by the Prime Standard, we took advantage of conferences with investors, the media and analysts to carry on and expand our dialogue with capital market players. In this connection, TRIPLAN presented itself at the Germany Equity Forum in Frankfurt am Main. We continue to make all information relating to the capital markets available on the TRIPLAN AG website (www. triplan.com). We will continue to communicate actively with the target groups relevant to the capital markets in 2008 as well. ANALYST COMPANY SES RESEARCH FORECASTS CONTINUED GROWTH The SES Research analyst firm published a brief study on TRIPLAN AG on August 23, They made a hold recommendation for TRIPLAN AG shares and forecast an upside target of 2.90 per share.

8 8 ENGINEERING SERVICES Solution-oriented engineering services/ 40 years of solid know-how ENGINEERING SERVICES In the Engineering Services business domain, TRIPLAN offers high-quality engineering services for the chemical, petrochemical, pharmaceutical and biotechnology industries. TRIPLAN s engineering segment has been assisting its customers in a broad spectrum of services ranging from on-site customer support to international general design projects for decades. Our decentralized structure, with branch offices located in the industrial capitals of German-speaking Europe, is supported by Sector Centers for customers from the chemical, petrochemical and pharmaceutical sectors. The subsidiaries of the TRIPLAN Group also offer high-quality advisory services.

9 ENGINEERING SERVICES 9 IN 2007 TRIPLAN CELEBRATED AN IMPORTANT MILESTONE: THE COMPANY S 40TH YEAR OFFERING ITS CUSTOMERS PROFESSIONAL ENGINEERING SERVICES. The company s history began in 1967, when Reinhard Meier launched TRIPLAN GmbH as an independent contractor. During the 1960s, the company founder was a pioneer in the use of the industrial scale model as a planning tool. Plastic models of this type made it possible for facility operators to detect and implement the potential improvements even in the early stages of planning. As early as 1979, TRIPLAN s management decided to invest in another planning tool a CAD system. The commercial use of computers for facility planning was an unheard-of innovation at the time. But the available software was plagued by one problem: The programmers knew hardly anything at all of the world of industry and industrial design. Naturally, the TRIPLAN engineers were aware of this too and decided to develop their own software for industrial plant design. At that point, TRIPLAN s business model took on a new dimension: An engineering service provider that used its own software for designing and even offered this CAD solution commercially! By engineers, for engineers, was their catchy slogan. Solution-oriented approach 40 years later, the Engineering Services business domain supplies high-tech engineering services for the construction of complex production facilities. It supplies primarily the chemical, petrochemical and biotechnology industries with an excellent level of expertise. As an independent and neutral general and component design contractor, TRIPLAN is responsible for the engineering of conversion projects, new development projects, modernizations and particularly multiple product facilities in both well-established and brandnew customer relationships. As a general design contractor, TRIPLAN guides the client from the very start, integrates its experienced engineers into the customer s development team, investigates alternate solutions, prepares the scale-up and lays out the facility from the first draft to the complete design. The customer can then use the custom-developed engineering database and individualized workflow management system for production. Because TRIPLAN is a general design contractor, rather than a general contractor or plant manufacturer, everything the company earns comes from design services. The company is solution-oriented, and thus has no interest in saving as much as possible on processing equipment in order to reap financial advantages for itself. Instead, as designers, the TRIPLAN engineers are more interested in providing the customer with a production facility that will function well over the long term. TRIPLAN s aim, in its capacity as a general design contractor, is to provide its customers with a comprehensive ECO (enterprise community) system. This complete service package includes all services that a customer would purchase on the technical services market, from design specialists to CAD operators.

10 10 ENGINEERING SERVICES TRIPLAN Consulting GmbH When TRIPLAN Consulting GmbH was established in December 2007, the TRIPLAN Group added to its focus as a highly specialized, internationally oriented service provider. Under the direction of Dr. Jürgen Matthes, the new subsidiary concentrates on expanding the Product Lifecycle Management (PLM) business domain, a market of growing importance. TRIPLAN Consulting GmbH brings together competencies from the entire Group and focuses them on the analysis and evaluation of existing design and operating processes. Starting with the product idea and covering the entire lifecycle of technical subjects, the company records and evaluates organizational, technical, commercial and actuarial information and turns it into an IT solution tailored specifically to the customer. The focus is on linking isolated IT systems and their information, from the product idea onward throughout the lifecycle. The combination of TRIPLAN s expertise with the know-how of Dr. Jürgen Matthes yields synergies in the implementation of this advisory approach. The potential of the entire group, including BEKO, AC Service and TREVIS, supplements this approach. Combined Competencies in Sector Centers The decentralized Group and organizational structure of TRIPLAN has proven of outstanding value as a driver for sustainable growth. It promotes performance by turning managers into entrepreneurs. It combines specialized knowhow and applies it to the right area. Short channels for coordination between smaller units work in favor of fast decisions. Clearly defined, decentralized units add flexibility. Synergies emerge when units collaborate. Visualization and virtual test run after detail engineering and before work begins

11 ENGINEERING SERVICES 11 Specialized design for storage tanks of baby food comply with special requirements for cleanliness But above all: Companies with a decentralized structure are closer to customers. The organizational structure of Engineering Services, with its Life Science, Refinery/Petrochemical and Chemical/Industrial Sector Centers, reflect the core processes of the process industry. The responsible managers of these Sector Centers are internationally experienced practitioners. Proximity to major chemical locations allows the Sector Centers to enhance their international orientation with their valuable on-site customer support service. This structure equips TRIPLAN even for major international projects and responsible general design orders. For example, in July 2007, the Shell subsidiary KataLeuna awarded a contract for the general design of a new plant to manufacture catalytic converters for fuel production. TRIPLAN had previously conducted the design study and done additional basic engineering for the factory. It was because of this work that TRIPLAN received the EPCM order as a general design contractor for detail engineering, purchasing, monitoring construction and assembly and support during start-up. Key to its success was the expert knowledge of the staff at the central Sector Center for chemistry was a perfect match for the know-how and experience of the local branch in Merseburg. By the end of 2008, more than 20 TRIPLAN employees will have worked on design and assembly monitoring as part of the project. The production launch of the special catalytic converter is slated for mid Naturally, mid-sized companies also rely on TRIPLAN s expertise: Töpfer GmbH (Dietmannsried/Allgäu), which specializes in baby food, baby-care products and nutritional supplements, switched its storage of raw materials for the production of powdered formula from drum to tank handling. HACCP hygiene standards and cost considerations were major factors in this decision. TRIPLAN engineers who specialize in the life sciences/food industry assisted Töpfer in making the switch; they took responsibility for the end-to-end design of the pipeline system, structure and assembly. The steel structure needed to be designed as part of an existing, fully developed building with all of the unpredictable aspects such a venture implies which presented a particular challenge. For example, for hygiene reasons and also because of possible electrostatic problems, the additional tanks could not simply be placed on the floor. For this reason, they hang on a steel structure redesigned by the TRIPLAN engineers, making it very easy to clean the floor quickly.

12 12 ENGINEERING SERVICES Start-up phase for new vaccine production plant Source: TRIPLAN assists Novartis in design & production launch TRIPLAN as Alliance Partner Every engineering service provider is faced with the challenge of being able to offer as many of the engineering services as possible at all of the customer s locations. To ensure that all framework conditions for the two parties are met over the long term, TRIPLAN enters into contracts as alliance partners with its customers. These agreements codify the financial and technical aspects of the parties collaboration for several years, ensuring reliable planning for both sides. Such agreements have already been made with a wide range of companies for example, with Novartis, OMV and various companies in the Bayer Group. In most of these alliances, TRIPLAN acts as the general design contractor. From the point of view of the alliance partners, there is a reason for this: New products are increasingly being developed and launched on the market as part of fast-track projects. Such projects tend to be adaptations or extensions of existing facilities. Process requirements that have not been fully worked out are typical. This has to be dealt with in facilities of varying age and degrees of automation and with different equipment. In order to design both efficiently and reliably under these circumstances, and then to be able to implement the designs, companies need a certain continuity in the support they receive from external workforces. This is the only way to ensure that the special requirements of the different production facilities will routinely be known from the start of the project. This also ensures that the internal standards, procedures, guidelines and policies are also familiar. In short: No time is lost in breaking in new employees.

13 ENGINEERING SERVICES 13 Peter Kabisch Engineering Manager Triplan Ingenieur AG, Switzerland Ottomar Berndörfler Branch Manager Merseburg Albert Krawutschke Branch Manager Burghausen Peter Stromberger Branch Manager Leverkusen Sector Center Manager, Chemical / Industrial Ralf Gast Branch Manager Sector Center Manager, Karlsruhe, Refinery/Petrochemical Lothar Quick Branch Manager Krefeld Dr. Hans Joachim Kupper Branch Manager Hamburg Joachim Mayer Project and Sales Manager Northern and Central Germany OUR MINDS OUR FUTURE Gerrit Overleeft Branch Manager Bad Soden Milan Vojir CEO of Triplan Engineer (see top right) Prague, Czech Republic Heiko Kaiser Sector Center Manager Life Science, Switzerland

14 Global Projects Shanghai, China Qingdao, China Minneapolis, USA Boulder, USA Feodosia, Ukraine India Madrid Martorell TRIPLAN AG Sales Partner BEKO Engineering & Informatik AG We follow projects from the first inquiry all the way to successful implementation by a task force of experts. The teams are composed in such a way that they allow the Sector Centers access to all resources of TRIPLAN, with seven branches and six subsidiaries. This permits us to react quickly and flexibly, take advantage of the synergies and potential afforded by the entire Group and always provide the best team for the best solution in every instance.

15 Hamburg Krefeld Leverkusen Merseburg Bad Soden Howald Prague Karlsruhe Burghausen Durach Basel Salzburg Linz Vienna St. Pölten Graz Klagenfurt Cluj Milan 40 Years of TRIPLAN: A steady path from the regional branch structure to a network with a uniform presence equipped even for major international projects.

16 16 TECHNOLOGY SERVICES Solution-oriented IT tools and services TECHNOLOGY SERVICES In the Technology Services business domain, TRIPLAN Group develops and markets IT concepts oriented toward solutions and processes. The basis for these services are internal know-how as an engineering service provider and professional IT tools for factory and plant design (CAD /CAE, lifecycle data management and project management tools). The users of these designs, tools and services work in the automotive and processing industries, for their suppliers and in specialized design firms. Combined with the services of the Engineering Services business domain, these tools yield valuable synergies for the customer. TRIPLAN benefits from attractive cross-selling opportunities.

17 TECHNOLOGY SERVICES 17 Since May 1, 2007, the Technology Services business domain has a new structure. Background: TRIPLAN has a new partner: The engineering services and software company Neilsoft Ltd., Pune/India. With a 60% stake in the new joint venture ITandFactory GmbH (ITF), Neilsoft is the majority shareholder. ITF holds all rights to the CADISON and TRICAD Original products, primarily software tools for plant design in the process industry. Moreover, the new ITandFactory has assumed responsibility for international sales of the TRICAD MS product line. The new name of ITandFactory GmbH, VenturisIT GmbH, dates from the same time. The company is owned entirely by Triplan AG. VenturisIT concentrates on sales (in Germany, Austria and Switzerland) of TRICAD MS, the CAD/CAE industry application for technical building equipment, factory design and plant engineering. Software developer is Venturis GmbH, Switzerland, with TRIPLAN as its partner. In past years, an entire line of industry solutions was developed for TRICAD MS in close collaboration with the automotive industry by order of the German Association of the Automotive Industry (VDA) and with customers from the process industry. These solutions include specialized 3D modules whose users include Daimler, Audi and BMW. This product family and all of the automotive expertise of TRIPLAN represent the core business of VenturisIT. Digital Factory for New Industries The software supports end-to-end solutions, starting with preliminary calculations and extending all the way to the documentation of an installation. This affords opportunities for implementation in sectors outside the automotive industry, as TRICAD MS offers the user significant advantages: For example, an individual design module is available for every system in building engineering and factory design (heating, ventilation, sanitation, electrical, sprinkler, conveyor, plant engineering, steel structures, coating, tractrix curve, and layout systems, etc.) a feature no one else in the world offers. Each of these modules offers the same look and feel, allowing TRICAD MS to be learned quickly and enabling the designer to get up to speed in short order due among other things to the fact that once input, all data are completely accessible in any module. Last but not least: Integrated calculation options (for example, for sewage systems and mains, subfloor heating systems and sprinklers in accordance with the guidelines of VdS, the German association of property insurers) support designers in central engineering work. These advantages support the idea of the digital factory : They are driven by the desire to map the factory entirely (building, technical installations and production) as a threedimensional planning model. Implementation under real conditions is already a widespread practice in the automotive industry. Other industries such as the chemical, petrochemical and pharmaceutical industries are now following suit. This is where the digital factory offers the operator and the designer advantages particularly when it comes to investing in expansion and modernization: Building and plant engineering, mains included, is already available as a digital model that is updated in expansion projects. Visualized assembly planning for all systems

18 18 TECHNOLOGY SERVICES The complexity of a factory can only be mastered during the design process with intelligent software A Practical Example: Sanofi-Aventis Deutschland GmbH has erected a building in the Höchst industrial park for the assembly, packaging and storage of insulin pens, supplied to diabetics worldwide. This is an existing building that has been converted and expanded for use in pharmaceutical manufacturing. The TGA systems contract (not including electrical engineering) was given to the planning firm TCON. TRICAD MS was used as the design tool the only way engineers were able to implement the design of the complex, large-scale project (3,000 planning hours, 200 CAD plans) within a mere six months. Says TCON CEO Volker Hauswald: This tool offers us a planning module specific to every building equipment system. And because these modules always have the same look and feel, our employees output is, quite simply, better. The workflow is the same for every module, and on top of that, the data are available end to end and only need to be input once. Well over 3,000 installations worldwide make VenturisIT one of the leading suppliers and developers for IT package solutions. VenturisIT sees itself as an expert partner that offers its customers solution- and process-oriented IT products with concepts to go along with them. Because of this, VenturisIT sets benchmarks that are right in line with its brand claim of being a means to an end, not an end in itself. TRIPLAN believes that the advantages of the digital factory can be applied anywhere in the entire process industry. Together with TRIPLAN Consulting GmbH, which was established in December 2007 and concentrates on expanding the Product Lifecycle Management (PLM) business domain, the Group is capitalizing on a market of growing importance. CADISON the speedy way to product launch CADISON is here to make the user more efficient, more quickly this programmatic statement heralded the arrival of the (new) ITandFactory on May 1, 2007 on the market.

19 TECHNOLOGY SERVICES 19 To fulfill this ambitious goal as quickly as possible, ITF developed, for one, a new range of services: The CADISON Plant Designer Group (CPDG) was built on the basis of concrete customer surveys and assists users in working on projects. The CPDG specialists are engineers and designers with top qualifications with many years of practical experience with CADISON behind them. The response to this new package has been extremely positive. The second way to serve the market even better is through continued internationalization. After all, major groups and even many mid-sized companies in the process industry are investing in production plants abroad in order to serve their markets more quickly and specifically. The suppliers follow them to foreign countries in order to stay in business. as well. IFT takes this into account by continuing to localize CADISON and ensure that it meets all of the prerequisites imposed by local standards. One instance that shows that this strategy is bearing fruit is the ITF software installed in Moscow in Even at this early stage, the Russian partner is one of the most successful CADISON providers. Last but not least, ITandFactory is exploring new avenues in its global branding strategy: It is not the company ITF that takes the spotlight, but rather the CADISON premium brand, which symbolizes the Integrated Digital Plant Model. By drawing on an integrated engineering approach and a complex description of the plant and its processes, it makes overall planning easier for customers and gets them to the ultimate goal of the project more quickly. Naturally, the engineering software used by these companies and their suppliers must be serviced at the foreign locations The brand promise: With the CADISON quality product, the user saves on costs and makes money. From the chemical plant to the laboratory-scale installation CADISON Plant Design

20 20 TECHNOLOGY SERVICES A Practical Example: CADISON has already been in use for five years by plant designers at Oerlikon Neumag (the business unit is part of the Oerlikon Textile segment, the world s largest provider of textile machinery and a market and technology leader in synthetic fiber production plants). The main reason for introducing this design tool: More and more clients prefer to award new projects to an integrated plant manufacturer able to offer complete systems. While in the past, many customers would put together an entire facility from individual modules, today systematic thinking plays a much larger role, reports Hartmut Claussen, Head of Project Management & Mechanical Engineering. For a customer in the United Arab Emirates, a turnkey project was designed entirely with CADISON a typical combination project that involved three Neumag locations and an external designer as well. The contract for this project encompassed management and administration by CADISON of the following: (1) drafts and designs for fiber production equipment (the machinery is designed in SolidWorks and then transferred to CADISON). (2) Design of the infrastructure of the production plant (supply and disposal routes, cable runs, air intake and discharge systems, layout of the production line, feeding and storage areas). In the PDM project and document management system, the data of all application was managed, organized and analyzed and processed for later use in an ERP system (SAP). The 50% update effort makes this a model project for CADI- SON, although this tool is known for its efficient change management capabilities. CADISON saved us roughly 30% of our time, says Hartmut Claussen. Bernd Henrici CEO ITandFactory GmbH, Bad Soden Georg Kremer CEO ITandFactory GmbH, Bad Soden Arno Hausburg Controlling & Investor Relations, TRIPLAN AG, Bad Soden Ralf Lehmann CEO ITandFactory AG, Gebensdorf, Switzerland Philipp Lutz CEO Venturis GmbH, Ettingen, Switzerland VenturisIT GmbH, Bad Soden Holga Schwipp Company Officer with Statutory Authority VenturisIT GmbH, Bad Soden

21 CONSOLIDATED MANAGEMENT REPORT Business Situation and Strategy

22 22 CONSOLIDATED MANAGEMENT REPORT CONSOLIDATED MANAGEMENT REPORT Business Situation and Strategy GROUP STRUCTURE Decentralized The holding company of the decentralized TRIPLAN Group is TRIPLAN AG of Germany, which has seven branches in Germany and six subsidiaries in Germany, Switzerland and the Czech Republic. The group of consolidated companies comprises Triplan Ingenieur AG, Switzerland, TREVIS Ingenieure, Switzerland, Venturis GmbH, Switzerland, VenturisIT GmbH, Germany, and TRIPLAN Consulting GmbH, Germany. Market-Oriented The establishment in December 2007 of TRIPLAN Consulting GmbH, with its registered office in Bad Soden, bears witness to the growing importance and expansion of the product lifecycle management (PLM) business domain. It combines competencies with an emphasis of the analysis and evaluation of existing planning and operating processes. Starting with the product idea and covering the entire lifecycle of technical subjects, the company records and evaluates organizational, technical, commercial and actuarial information and turns it into an IT solution tailored specifically to the customer. International When TRIPLAN Consulting GmbH was established, the TRIPLAN Group increased its focus as a highly specialized, internationally oriented service provider. The Sector Center concept implemented in 2006 for the Engineering Services business domain, along with the establishment of TREVIS Engineers AG, was taken by the markets as a clear positioning message. Differentiated The organizational structure of Engineering Services, with its three Sector Centers, Life Science, Refinery/Petrochemical and Chemical/Industrial, reflects the core processes of these different industries, meets their demands and enhances the quality perception of projects implemented by TRIPLAN. Their proximity to the major chemical centers of Karlsruhe (refinery/petrochemical), Leverkusen (chemical/general plant construction) and Basel (fine chemical/ life science) allows the Sector Centers to enhance their international orientation with their valuable on-site customer support service. Solution-Oriented Customers benefit as a whole from the decentralized structure of the TRIPLAN Group s business units. Branches and subsidiaries react quickly and flexibly to the market, exploit synergies and potential from the entire group and thereby achieve proven solutions for their customers. Two duly responsible Executive Board members manage TRIPLAN AG. Three Supervisory Board members appoint, monitor, and consult the Executive Board. Their duly responsible Chief Executive Officers manage subsidiary companies and branch offices. Executive Board members and CEOs of the subsidiaries and branch offices consult with each other regularly. Details regarding the structure of the shareholdings and the members of the governing bodies can be found in the Notes to this report.

23 CONSOLIDATED MANAGEMENT REPORT 23 MANAGEMENT RANGE OF SERVICES The aim of Group management is to achieve a sustained increase in shareholder value. Toward this end, the focus remains on the Group s reputation, sales revenues and performance targets and on meeting the needs of its customers. Group management ensures that Executive Board decisions are carried out in compliance with strategy on the operational level. Management draws on various control and monitoring tools to manage typical business risks and promote financial success. Emerging market changes are acknowledged immediately, allowing TRIPLAN to react promptly. Controlling is achieved on the basis of a multi-level contribution margin accounting approach. Reporting occurs on every level, from operations and profit centers all the way to the Executive Board. EMPLOYEES During the reporting period, staff development measures were conducted in line with the growth of the TRIPLAN Group, customer requirements and the orientation of the business domains. Within the Engineering Services business domain, this took the form of increasing specialization and developing qualifications. TRIPLAN orients these activities toward the challenge of supplying customers over the long term with top-quality engineering and IT services in accordance with their standing as market and technology leaders. TRIPLAN offers attractive development opportunities and performance-oriented compensation to ensure that employees participate in the success of the company. This practice has proven its value in the retention of high performers and the recruitment of new talent. Moreover, TRIPLAN draws on the expert knowledge of independent contractors and corporate partners. TRIPLAN s services are provided by two business domains: Engineering Services and Technology Services. The latter is further broken down into engineering services and industry-specific IT solutions (CAD/CAE, lifecycle data management, and project management tools). In combination, these tools yield valuable synergies for the customer and significant cross-selling potential for the Group. ENGINEERING SERVICES The Engineering Services business domain provides high tech engineering services for the construction of complex production plants. It offers the chemical, petrochemical and biotechnology industries in particular an excellent level of expertise. As an independent and neutral general and component design contractor, TRIPLAN is responsible for the engineering of conversion projects, new development projects, modernizations and particularly multiple product facilities in both well-established and brand-new customer relationships. The decentralized business domain is represented at major chemical Sector Centers through seven branches and three subsidiaries. Sector Centers for customer-ready expertise and success In 2007, total operating performance of the business domain rose to 40.5 million (previous year: 34.4 million). The operating result before interest and taxes (EBIT) rose to million (previous year: million). Sales revenues reached 40.0 million (previous year: 34.4 million). The Engineering Services business domain thus achieved 91% of total sales revenues (previous year: 85%). As of December 31, TRIPLAN employed a permanent staff of 291 and 170 external providers (previous year: 285 permanent employees and 165 externals). 22 employees left the Group when the CADISON/TRICAD Original product domain was sold. These figures demonstrate that the restructured Engineering Services business domain is establishing itself on an international level as a respected market player. To date, globally active chemical companies in Germany, Switzerland and Austria have reacted positively to the deliberately customer-oriented and forward-looking Sector Center

24 24 CONSOLIDATED MANAGEMENT REPORT concept. This became clear when it was awarded a contract from Shell subsidiary KataLeuna for the general design of a new plant to manufacture catalytic converters for fuel production. In the international arena, TRIPLAN received an order for a front end engineering design (FEED) to expand a refinery in Baku/Azerbaijan. Expansion to Niche Markets: Globally On Site TREVIS Ingenieure AG of Basel, founded in 2006, reinforces our international orientation and our global on-site customer support. The subsidiary, with its global business direction, specializes in advice on investments in equipment, high-end engineering services, feasibility studies, design, risk assessment, cost-efficiency analyses and provision of expert opinions. From its launch, it exceeded its budget targets both in sales revenues and profit. TECHNOLOGY SERVICES Business Domain Technology Services develops and markets high quality CAD/CAE applications and software for suppliers and equipment companies within the areas of factory and plant engineering. On May 1, 2007, the business domain was divided. In December 2007, the newly founded TRIPLAN Consulting GmbH was added for strategic reasons. Landmark Decision: Domain Realigns Itself As part of the new partnership with Neilsoft Ltd. of India, TRIPLAN AG sold parts of its Technology Services business domain to Neilsoft Ltd., specifically the CADISON and TRICAD Original product domains. To this end, Neilsoft Ltd. acquired 60% of the shares in the newly founded company, ITandFactory GmbH (ITF), which holds the rights to the CADISON and TRICAD Original products. TRIPLAN continues to hold 40% of the shares. Neilsoft is a software and engineering services company based in Pune, India, with locations in the USA, Asia and Europe. The agreement entered into ensures that the internationalization of marketing and product development under the direction of Neilsoft Ltd. as partner will tap the potential for value creation through international engineering activities. Digital Factory for New Industries TRIPLAN s automotive expertise, with its TRICAD MS product line, is still fully owned by the Group as a core business and as such is headquartered at Venturis GmbH, Switzerland (software development) and VenturisIT GmbH, Germany (software marketing in the markets of Germanspeaking Europe). The software, developed specifically for digital factory design in the automotive industry by order of the Germany Association of the Automotive Industry (VDA) and several of its members, undergoes further development on an ongoing basis. The software supports end-to-end solutions, starting with preliminary calculations and extending all the way to the documentation of an installation. Thus it also affords opportunities for implementation in sectors outside the automotive industry as well. Even during the year under review, transfers extended to other market domains. In plant design, TRICAD MS created business potential for the newly founded TRIPLAN Consulting GmbH, leading to the launch of business operations on January 1, The subdivision of the Technology Services business domain, together with the spin-off of the CADISON product line, impacted on the year s results. This meant less sales revenues and better earnings before interest and taxes (EBIT) for the business domain. A comparison between the figures of the reporting year to those of 2006 would not be representative because it would have no basis. Even so, the results for both periods are mentioned below. The 2007 operating performance of the Technology Services business domain stood at million (previous year: million). The operating result before interest and taxes (EBIT) reached 648 thousand (previous year: 638 thousand). The Technology Services business domain thus achieved 9% of consolidated sales revenues (previous year 14%).

25 CONSOLIDATED MANAGEMENT REPORT 25 BUSINESS AND ECONOMIC SITUATION In 2007 as well, the chemicals sector made its mark as an economic growth driver. In Germany, according to initial estimates, the chemicals sector posted growth of 4.5%, and even somewhat higher on a global scale. Solid growth in Asia and the upturn in Europe cushioned the blow of the weakened US economy. The industry beat most forecasts made for Germany at the beginning of 2007 and saw its fourth solid year in a row. Market demands the best and the fastest As in previous years, design and engineering providers benefited from a high degree of readiness to outsource services in the chemicals industry. Ever shorter times to market and the more focused concentration by companies on their core competencies afforded additional potential amid rising demands. The expectations of the chemicals industry were clearly oriented toward comprehensive consulting, design and service competencies, both globally and on-site. Customers are taking an increasingly closer look at the effectiveness of engineering services with respect to the criteria of product time to market and quality time and cost management. The global market demands that engineering service providers exploit every productivity effect afforded by new technologies for the sake of their customers. As a German company with 40 years of industry experience, TRIPLAN is extremely well positioned to meet this challenge. This is the basis for our aim of being the development and engineering partner of choice for our customers. The right form for the right performance Oriented toward the demands of the market, the forwardlooking structure of our Group and its companies led to more efficient processes and higher productivity at decreasing cost. Increased use of synergies within the Group yielded further potential for added value. The positive market response confirms our good competitive standing and our reputation as a reliable partner. Business growth in 2007 built on the positive results of After only nine months, it was possible to revise the forecast results upward. Continued efforts to streamline the organization and improve processes showed results. Total operating performance rose by 10.7% to reach 44.6 million (previous year: 40.3 million), bringing the company once again above its own targets. It is worth noting that the rise in total operating performance is a result of organic growth. Earnings before interest and taxes (EBIT) rose to million (previous year: million). As mentioned earlier, this was due to the high utilization of capacity and efficient organization. In addition, the sale of the CADISON and TRICAD Original product domains were special factors that had a positive effect on the EBIT. Earnings before tax (EBT) rose to million (previous year: million). The equity ratio continued to improve, reaching 60.1% (previous year: 52.3%) As of December 31, 2007, cash and cash equivalents totaled 5.5 million (previous year: 4.0 million). This corresponds to an increase of 37.5%. A portion of cash is tied up in fixed-term deposit investments to secure lines of credit and guarantees. Our business is not affected by interest rate fluctuations. Offsetting cash and cash equivalents are current liabilities in the amount of 4.5 million (previous year: 5.3 million). Our solid business development comes in the wake of our strategy of recent years, under which we initiated the shift now complete from a local engineering service company to a global provider. As a strategically positioned market player, TRIPLAN benefited from positive global financial trends. Well filled order books as of December 31, 2007, ensure complete capacity utilization that extends into In view of the still favorable economic situation, the Executive Board is optimistic that business growth will continue to be good.

26 26 CONSOLIDATED MANAGEMENT REPORT NET ASSETS, FINANCIAL POSITION AND RESULTS OF OPERATIONS Better Than Ever The results of the 2007 reporting year show the best assets, liabilities, financial position and profits in the history of TRIPLAN AG. Our market-oriented organization and service portfolio are the right answer to the growing demands of our customers, their increasingly global direction, the willingness to outsource complex engineering services and the sustained trend toward consolidation characterized by corporate mergers. The investment in restructuring made us less dependent on growth in individual sectors, encouraged cross-selling and allowed us to tap completely new markets, thus playing a significant role in securing and improving the enterprise value. RESULTS OF OPERATIONS Engineering Services: Curve Continues Upwards Sales revenues in the Engineering Services business domain rose by 16.3% to reach 40.0 million (previous year: 34.4 million). This represents 91% of Group sales revenues. Our measures to streamline the organization and lower costs had a significant impact on these volumes. Earnings before interest and taxes (EBIT) increased to million (previous year: million). Material costs rose 26.4% to 17.9 million (previous year: 14.1 million). Staff costs rose more slowly than the business development, by 6.1% to 16.1 million (previous year 15.2 million). The business domain generated a total of 40.5 million to the Group s total operating performance (previous year: 34.4 million). Technology Services Special Effect after Spin Off The business domain saw positive growth, even with the split that occurred on May 1, The spin-off of the software product lines through the sale to Neilsoft Ltd. of India described above resulted in special factors that were reflected in the figures. Technology Services thus achieved sales revenue of million (previous year: million). Material costs stood at 771 thousand (previous year: 798 thousand). Staff costs were approximately 1,860 thousand (previous year: 2,830 thousand). Capitalized internal services totaled 50 thousand (previous year: 250 thousand). At 648 thousand, earnings before interest and taxes (EBIT) remained roughly at the previous year s level ( 638 thousand). The business domain contributed million (previous year: million) to the Group s total operating performance. Group The operating profits of the Group rose significantly to million (previous year: million). Net interest expense amounted to 92 thousand (previous year: 25 thousand). The interest in ITandFactory GmbH caused a decline of 167 thousand in income from investments in associated companies. Significant exchange rate gains or losses do not apply to TRIPLAN. All transactions are effected in euros, and in Swiss francs for Switzerland. Earnings before taxes (EBT) rose to million (previous year: million). This improvement also had an impact on tax expenses. This amounted to 528 thousand (previous year: 326 thousand) net income rose significantly, reaching million (previous year million). This means a return on sales of 4.6%. Earnings per share equal 0.21 (diluted: 0.21) based on an average of 9,564,302 shares. Sales Revenues by Region Broken down by region, TRIPLAN posted sales revenues of million in Germany (previous year: million), million in Switzerland (previous year: million), million in Azerbaijan (previous year: million), million in Austria (previous year: million), 81 thousand in the Netherlands (previous year: 617 thousand), 70 thousand in the UK (previous year: 76 thousand), 56 thousand in Denmark (previous year: 93 thousand), 0 thousand in France (previous year: 89 thousand), and 42 thousand in

27 CONSOLIDATED MANAGEMENT REPORT 27 Luxemburg (previous year: 80 thousand). Sales revenues in other countries added up to 87 thousand (previous year 97 thousand). NET ASSETS AND FINANCIAL POSITION million). This primarily reflects the remuneration of independent specialists employed for project work. A debt waiver by NORD/LB towards the company in 2004 resulted in a debtor warrant that runs to December 31, The consolidated balance sheet displays a solid structure. The equity ratio has continued to improve; provisions declined. Cash Flow Stable Cash flow from operating activities climbed to 1.6 million (previous year: 1.4 million) due to very good utilization of capacity. This represents an increase of about 14%. Scheduled depreciation decreased by 31.5% to 662 thousand (previous year: 966 thousand). Capital expenditure stood at a volume of 0.2 million (previous year: 0.6 million). Funds for the expansion of strategic and international project business (including the founding of TRIPLAN Consulting GmbH) and Engineering s growth in sales revenues orginated in current operating balances. Total liabilities dropped 11.3%, reaching 7.9 million (previous year: 8.9 million). Non-current interest-bearing loans amounted to 98 thousand. These are liabilities under lease agreements that are classified as financial leases in accordance with IFRS/IAS. The relevant assets from leasing are capitalized on the balance sheet and depreciated over their useful economic life. TRIPLAN s trade receivables decreased to 7.8 million (previous year: 8.2 million). Unused credit lines amounted to 0.3 million. Net interest income contributed 92 thousand (previous year: net interest expense of 25 thousand) to net income. Equity investments in associated companies resulted in a loss of 167 thousand. The Group capitalized internal services of 50 thousand (previous year: 250 thousand). As in previous years, a dividend was not distributed. Obligations resulting from projects gave rise to performance guarantees amounting to 1.1 million. Regular bank collateral was presented to cover these. Balance Sheet Ratios Improve Total assets rose by 4.8% to reach 19.7 million (previous year: 18.8 million). The high cash flow achieved and our up-to-date management of capacities, receivables and liabilities contributed significantly to the improvement of the balance sheet ratios. The equity ratio rose to 60.1% (previous year 52.3%). Equity increased to 11.8 million (previous year: 9.8 million) during the year under review. Current liabilities amounted to 4.5 million. Provisions Lower Other provisions dropped slightly by 4.3% to 2 million (previous year: 2.3 million) despite favorable business development that entailed increases in provisions for vacation, flexible working time and bonuses. The decrease in non-current liabilities is due primarily to the convertible bond, which matures on May 15, The previous collateral for the remaining liability of about 34 thousand has been replaced with a cash deposit. In spite of the higher volume of business, current trade payables remained at 2.7 million (previous year: 2.8 As of the balance sheet date, the net assets, financial position and results of operations of TRIPLAN AG demonstrate that we are a well funded company in good financial condition. DISCLOSURES ON TAKEOVER OFFER OF BEKO HOLDING AG On January 11, 2007, BEKO Holding AG submitted a takeover bid for the shares of TRIPLAN AG. As part of the takeover offer, BEKO Holding exceeded the 30% threshold for shares in TRIPLAN AG. For further information in line with the Takeover Directive Implementation Act, please see Item

28 28 CONSOLIDATED MANAGEMENT REPORT 39 in the Notes. You will find further information about BEKO Holding AG s interest in the company in the Report on Post- Balance Sheet Date Events below. each other both geographically and in specialist area, and on the basis of their joint strategic market positioning, close cooperation will develop between TRIPLAN AG and the subsidiaries of BEKO HOLDING AG, especially in the area of engineering services. REPORT ON POST-BALANCE SHEET DATE EVENTS We are not currently aware of any concrete plans for a control profit and transfer agreement, delisting or squeeze-outs. Any report on post-balance sheet date events should mention events of special significance occurring after the end of the financial year under review. Takeover of TRIPLAN AG by BEKO Holding AG In the aftermath of the takeover bid made by BEKO Holding AG on January 11, 2007 to the shareholders of TRIPLAN AG to purchase their shares in TRIPLAN AG, on December 17, 2007 BEKO Holding AG announced its intention to acquire the controlling interest in TRIPLAN AG as of January 1, This has since taken place. As of the 2008 financial year, the TRIPLAN Group will be included fully in the Consolidated Financial Statements of BEKO Holding AG. BEKO Holding AG s move to become majority shareholder attests to its confidence in the strategy and performance capacity of the TRIPLAN Group and in TRIPLAN s new management. The Executive Board of TRIPLAN AG thus anticipates even better conditions to foster the business objective of becoming the foremost independent engineering and IT service provider in Europe. Even under the ownership of BEKO Holding company AG, TRIPLAN will continue to conduct business as an independent company, as it has to date, while making use of the advantages and synergies that belonging to the BEKO Group brings. Support is in place for TRIPLAN s plans of continued development; in particular, the BEKO Group s know-how will be at its disposal. Furthermore, a joint strategic positioning is intended for the market domains of e-health and product lifecycle management (PLM) services. It can be further assumed that because the two service portfolios complement CORPORATE GOVERNANCE TRIPLAN AG welcomes the German Corporate Governance Code published by the Commission and most recently amended in June As a mid-sized company with a 40-year history, TRIPLAN AG has a long tradition of corporate governance directed toward value creation. Its basis is the close collaboration between the Executive Board and the Supervisory Board, on the preservation of shareholders interests and on a policy of open corporate communication. Our actions are further subject to the principles of proper accounting and auditing and to responsible risk management. Close Collaboration between Executive Board and Supervisory Board The Executive Board of TRIPLAN AG manages the Company and its business activities. It is committed to the interests of the company and to increasing enterprise value on a sustained basis. It develops the strategic direction of the Company, coordinates it together with the Supervisory Board and ensures its implementation. The Supervisory Board advises the Executive Board on the running of the Company and monitors its executive management. The Executive Board and the Supervisory Board collaborate closely in the interest of the Company. The Executive Board reports to the Supervisory Board in a regular, prompt and comprehensive manner on all matters of corporate planning and strategic development, the course of business the situation of the company, including its risk position.

29 CONSOLIDATED MANAGEMENT REPORT 29 Both the Executive Board and the Supervisory Board are subject to rules of procedure. Under the Executive Board s rules of procedure, the Supervisory Board has the right to veto significant transactions. The Supervisory Board s rules of procedure also contain provisions that establish, among other things, its independence. The Supervisory Board thus includes an adequate number of members with a sufficient degree of independence. No conflicts of interest between the Executive Board and the Supervisory Board No consultancy, service or other work contracts existed between the members of the Supervisory Board and the Company during the period under review. No conflicts of interest subject to disclosure to the Supervisory Board existed on the part of members of either the Executive Board or the Supervisory Board. No transactions were effected between TRIPLAN AG or its group companies and members of the Executive Board or any related parties during the reporting year. Directors Dealings In accordance with statutory provisions, TRIPLAN AG immediately discloses transactions subject to reporting under Section 15a of the Wertpapierhandelsgesetz (WpHG, German Securities Trading Act), particularly those effected by members of governing bodies and related parties, involving shares of the company or financial instruments based on them. During the year under review, members of the Executive Board and the Supervisory Board engaged in two acquisition transactions subject to reporting in connection with the takeover offer of BEKO Holding AG. Mr. Walter Nahrbaß transferred 6,382 and Mr. Heinz Braun 5,000 TRIPLAN shares to BEKO Holding AG at the takeover bid price of Shareholdings Share ownership subject to disclosure under No. 6.6 of the German Corporate Governance Code did not apply as of the reporting date. To the best of our information, no Executive Board or Supervisory Board member holds shares or financial instruments based on them valued at greater than 1% of the shares issued. Nor do the total holdings by all Executive Board and Supervisory Board members exceed 1% of the shares issued by the Company. Stock option plan of TRIPLAN AG For the stock option plan of TRIPLAN AG, the Annual General Meeting on June 25, 2002 authorized the Executive Board of TRIPLAN AG to issue, once or several times, option rights for shares in TRIPLAN to the employees and members of the executive management of TRIPLAN AG and its Group companies for a period of three years. The Supervisory Board was authorized to issue subscription rights to members of the TRIPLAN AG Executive Board once or several times during the same period. The exercise price shall be determined separately for every tranche. The option rights may not be exercised until a blocking period of two years calculated from the date on which the option rights are granted has expired. A further period of five years following expiration of the blocking period is stipulated for the exercise of option rights (exercise period) allowing a total exercise period of seven years. Furthermore, the option rights may only be exercised during certain designated exercise windows. The exercise windows begin on the second trading day following the Annual General Meeting, financial press conference and publication of the quarterly report for the third quarter, respectively, and cover a period of 20 trading days. By December 31, 2004, a total of 455,700 share options had been granted, with the earliest possible exercise date falling in June In the years subsequent, no new stock options have been granted to employees. Remuneration of the Executive Board and the Supervisory Board The Supervisory Board advises on and reviews the emolument and remuneration structures for the Executive Board at regular intervals. Remuneration of the members of the Executive Board comprises a fixed basic salary and performance-based bonuses. The performance-based salary components are determined primarily by achieved earnings before interest and taxes (EBIT). Figures are itemized in the Notes.

30 30 CONSOLIDATED MANAGEMENT REPORT The bases for remuneration of the Supervisory Board were determined by the Annual General Meeting and are set forth in Section 13 of the Articles of Association. For each full financial year in which they are a member, Supervisory Board members receive fixed remuneration in the amount of 14,000. The Chairman of the Supervisory Board receives double this amount in the form of fixed remuneration. The resolution by the Annual General Meeting does not provide for variable components. For their work during the 2007 financial year, the members of the Supervisory Board were remunerated as follows: Fixed remuneration in Prof. Dr.-Ing. Joachim W. Hohmann 28,000 Dieter Kunkel 14,000 Rainer Schad 14,000 56,000 Communication and Stakeholder Relations TRIPLAN AG complies with the legal principle of equal treatment toward all shareholders. It is an important aim of our company to maintain transparency toward the shareholders and the public and to keep them informed in a prompt, comprehensive and uniform manner. Our shareholders and the public are regularly informed of important dates and publications by means of an Investor Diary published in the Annual Report, the Interim Reports and on the Internet. TRIPLAN AG publishes ad-hoc and press releases and directors dealings in the legally required media and on its website. In order to keep the capital markets and the public informed, TRIPLAN holds analyst and press conferences on the dates on which quarterly and annual figures are released. In addition to the interests of its shareholders, TRIPLAN takes into account other stakeholder groups that play an equally important role in the performance of the company. To the extent it is possible, all stakeholder groups are taken into account in corporate communications. TRIPLAN includes the following as stakeholders: all employees, its customers and suppliers, associations and government entities. Annual General Meeting Shareholders who cannot attend the Annual General Meeting or who leave the Annual General Meeting before voting has commenced, have the option of exercising their right to vote through a proxy of their choice or a company proxy subject voting in accordance with their instructions. We offer this service to our shareholders at every Annual General Meeting. Concluding Declaration to the Dependent Company Report The Executive Board declares in compliance with Section 312 (3) AktG that no events subject to reporting occurred during the past financial year. Accounting, Audit and Risk Management In July 2007, the Supervisory Board issued a mandate for the audit of the annual financial statements and Group financial statements to the public accounting company Herden Böttinger Borkel Neureiter GmbH, Hamburg, who had been appointed at the Annual General Meeting as auditors of the annual financial statements and Group financial statements for the 2007 financial year. The auditors issued a detailed declaration of their independence to the Supervisory Board. There were no conflicts of interest. It was agreed with the auditors that the Chairman of the Supervisory Board would be informed immediately of any potential reasons for the disqualification of the auditors or lack of impartiality arising during the audit, unless they could be eliminated without delay. Finally, the auditors were required to report immediately all findings or events arising during the audit that materially affect the duties of the Supervisory Board. The Auditors further agreed to inform the Supervisory Board of any determinations made in the audit that reveal any inaccuracies in the Company s Declaration of Compliance with the Code. TRIPLAN possesses monitoring and risk management systems that the Executive Board updates on an ongoing basis to reflect changing circumstances. The auditors review its efficiency. The Supervisory Board receives regular reports on the identification and monitoring of risk.

31 CONSOLIDATED MANAGEMENT REPORT 31 RISK REPORT For TRIPLAN AG, efficient risk management is a vital part of value-oriented corporate governance. The Group s IT-based risk management system introduced in 2003 reports risks and their scope promptly. Insurable risks are covered. The high credit rating of our customers allowed us to dispense with credit loss insurance. We mitigate other risk, such as quality, locational or legal risks, to the extent it is possible and necessary, through valuation allowances or by establishing provisions for them. We continued to improve the risk profile during the year under review. Financial and Market Risks The new organizational structure launched in 2006 and continued in 2007 tapped new customer and product potential. Our expanded customer and product portfolio provides a buffer from the volatility of the economy, makes us less dependent on large customers, and stabilizes business development. Strategic Risks The Sector Center concept and the newly established TREVIS Ingenieure AG increase the Group s long-term potential and effectiveness. We will continue to pursue this successful, flexible, market-oriented growth strategy in the coming years. Financial Risks The new organization and the broader positioning of the Group allow a high level of capacity utilization. The resulting stable cash flow has reduced liquidity risk. The order situation as of December 31, 2007, ensures high level of capacity utilization well into TRIPLAN can rule out any exchange rate risks. All transactions are effected in euros, and in Swiss francs for Switzerland. Customer Risks We minimize customer risks. For decades, TRIPLAN has maintained partnerships with globally operating technology and innovation leaders with excellent credit ratings. We take account of residual risk through individual valuation adjustments. Management Risk Risks borne personally by members of management, particularly for those at TRIPLAN Germany and Switzerland, are minimized by supporting functions at lower hierarchical levels. Overall Assessment The risk management system controls the overall risk situation for the TRIPLAN Group. No risks have been identified currently that could endanger the continued existence of the company. Stock Market In 2007 as well, the share price experienced positive growth. TRIPLAN shares closed out the year at 2.70 (XETRA closing price), compared to 2.17 the previous year. FORECAST REPORT Chemicals industry continues to grow Industry associations and economic institutions share the expectation that the financial upturn in the chemical sector will slow slightly in 2008, but still remain at a high level. The solid competitive situation of companies and the high capacity utilization lend support to this forecast. They concur that the chemicals industry after mergers and cost reductions is well equipped, even if demand weakens. Even Germany s chemicals managers are expecting sustained growth for 2008, despite the high costs of energy and raw materials, a strong euro and the US property market crisis the global impact of which cannot be ignored. The industry continues to be ready to invest in new facilities and to modernize existing ones within Germany and worldwide. TRIPLAN and the New Structure: A start for the future By decentralizing its corporate structure and moving closer to customer sites, TRIPLAN has positioned itself well to benefit from the investment activities of the industry. Our restructuring into Sector Centers that flexibly meet the growing requirements of customers allows for successful rollouts of international projects.

32 32 CONSOLIDATED MANAGEMENT REPORT The new, flexible structures allow us to provide our customers in Europe and beyond with comprehensive services onsite. The solid balance sheet and stable cash flow of the Group ensure adequate financial capacity. For this reason, we will expand on the strength of our own funds and stay the course with proven organic growth. High Growth Potential Our projections and expectations currently assume 2009 sales revenues of 50 million for the TRIPLAN Group and thus that corporate development will remain strong. However, after the sale of the Technology Services business domain to Neilsoft Ltd., the 10 million sales revenues target for 2009 set in 2006, must be adjusted downward: We intend to access new markets by expanding our TRICAD MS and CADISON range of solutions. We intend to promote the transfer of our successful TRICAD MS (digital factory) product to other industries. The product affords extensive added value for customers in a wide range of industries. We also see particular potential in the Food & Beverage market area. For the Engineering Services business domain we see high potential for organic growth to This assessment is based on the sustained upturn in chemicals and fine chemicals, the expansion of the regional network with new locations in Germany and our focus on core and niche markets with our Sector Centers for chemicals, refining and fine chemicals. We will also expand our market position in energy optimization of existing production facilities and plant design based on renewable energies. As for strategic growth, our estimates of its potential are even somewhat higher. We see both the expansion of the special engineering services portfolio through cooperative efforts, strategic alliances and M&A on one hand, and growth in global engineering services through the expansion of our global network on the other, as major drivers. The Technology Services business domain will expand its market position in the areas remaining after its spin off. The founding of TRIPLAN Consulting GmbH reflects the growth of the Product Lifecycle Management (PLM) business domain, which we believe will become even more important. We can expect increased integration within the BEKO Group allowing new markets to be developed and synergies tapped that would generate positive effects on TRIPLAN AG s earnings and cost position. We seek out partnership arrangements whenever it seems practical to combine our own expertise with the complementary strengths of a partner for example, when expanding the product portfolio and in marketing efforts, both within the EU and Eastern Europe and with Asia and North America. Please see Section VI (41) of the Notes for information on reporting in accordance with Sections 289 (4) and 315 (4) as of the German Commercial Code (HGB) in the version set out in the Takeover Directive Implementation Act.

33 CONSOLIDATED MANAGEMENT REPORT 33 Responsibility Statement To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the Consolidated Management Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group. Bad Soden, March 13, 2008 Walter Nehrbaß Heinz Braun Legal Note: This report contains forward-looking statements that are based on the current views of TRIPLAN s management with respect to future events. Hence every statement in this report that reflects or elaborates on intentions, assumptions, expectations or forecasts, as well their underlying assumptions, is intended as such a forward-looking statement. These statements are based on plans, estimates, and projections currently at the disposal of TRIPLAN s management. For this reason, they relate only to the date on which they were made. Statements about the future are naturally subject to risks and uncertainties that could cause actual development to differ materially from the events mentioned. TRIPLAN does not intend and does not undertake any obligation to revise these forward-looking statements to reflect new information or future events.

34 34 CONSOLIDATED FINANCIAL STATEMENTS 2007 CONSOLIDATED FINANCIAL STATEMENTS Our Basis for the Future 2007 CONSOLIDATED FINANCIAL STATEMENTS 35 Consolidated Income Statement 36 Consolidated Balance Sheet 38 Consolidated Statement of Changes in Shareholders Equity 39 Consolidated Cash Flow Statement 40 Consolidated Notes 72 Consolidated Statement of Changes in Fixed Assets 74 Report of the Supervisory Board 76 Audit Opinion 77 Corporate Governance

35 CONSOLIDATED FINANCIAL STATEMENTS 35 Consolidated Income Statement for the financial year from January 1 to December 31, 2007 Notes 2007 in 2006 in Sales revenues (18) 44,126 40,013 Changes in inventory (18) Other capitalized internal services (20) Other operating income (19) 1, Material expenses (21) 18,739 14,785 Personnel costs (22) 19,042 19,110 Depreciation and amortization (23) Other operating expenses (24) 4,551 4,440 Operating earnings (EBIT) 2,673 1,562 Financial result (25) Income from investments from associated companies (25) Earnings before taxes 2,598 1,587 Income tax (26) Net income/loss 2,070 1,261 Minority interest (loss) Net income/loss after minority interests 2,042 1,282 Earnings per share in (basic) (27) Earnings per share in (diluted) (27)

36 36 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheet as of December 31, 2007 Assets Notes in in Non-current assets Intangible assets (1) 3,816 4,654 Property, plant and equipment (2) Investments in associated companies (3) Deferred taxes (4) ,959 5,706 Current assets Inventories (5) Trade accounts receivable (debtors) and other receivables (6) 8,326 8,597 Cash (31) 5,537 4,045 14,759 13,062 19,718 18,768

37 CONSOLIDATED FINANCIAL STATEMENTS 37 Consolidated Balance Sheet as of December 31, 2007 Liabilities Notes in in Shareholders equity Subscribed capital (8) 9,565 9,564 Capital reserves (9) 6,322 6,322 Currency compensation account (10) Accumulated result (11) 3,957 5,999 Subtotal shareholders equity 11,774 9,783 Minority interest (12) ,844 9,825 Non-current liabilities Interest-bearing loans (14) Pension obligations (13) Deferred provisions for taxes (26) ,162 Current liabilities Trade and other payables (15) 4,493 5,307 Provisions for taxes (26) Short-term loans (16) 34 7 Other provisions (17) 2,210 2,258 6,940 7,781 19,718 18,768

38 38 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statement of Changes in Shareholders Equity for the financial year from January 1 to December 31, 2007 Number issued ordinary shares Subscribed capital Capital reserves Currency translation differences Consolidated balance sheet loss/gain Minority interest Total Shareholders equity as of Dec. 31, 2005/Jan. 1, ,201,691 8,202 5, , ,366 Currency translation differences Non-cash capital increases January , Costs of capital increase Shares from share option plan 34, Cash capital increase in September , ,522 Costs of capital increase Shares from conversion of convertible bond 272, Minority interest Consolidated profit/loss for the period 1, ,261 Shareholders equity as of Dec. 31, ,563,865 9,564 6, , ,825 Shareholders equity as of Dec. 31, 2006/Jan. 1, ,563,865 9,564 6, , ,825 Currency translation differences Minority interest Shares from conversion of convertible bond 1, Consolidated profit/loss for the period 2,042 2,042 Shareholders equity as of Dec. 31, ,564,865 9,565 6, , ,844

39 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Cash Flow Statement Notes 2007 in 2006 in Cash flow from operating activities (28) EBIT 2,673 1,562 Adjustments for: Depreciation and amortization Capitalized internal services Gain on disposal of assets 17 1 Changes in non-current provisions 10 4 Profit/loss from operations before changes in net current assets 3,258 2,275 Change in inventories Change in trade receivables 415 2,769 Changes in other current assets Changes in trade payables Changes in other current liabilities 1,041 1,820 Cash generated by operating activities 1,967 1,514 Interest expense/income Taxes on income paid Cash flow from operating activities 1,710 1,382 Cash flows from investing activities (29) Proceeds from the disposal of subsidiaries Purchase of other financial assets Acquisition of intangible assets and property, plant and equipment Proceeds from the sale of property, plant and equipment Net cash flow used in investing activities Cash flows from financing activities (30) Capital increases 1 2,062 Proceeds from non-current loans 76 0 Capital procurement costs before deferred taxes, other 0 57 Repayment of loans Net cash flow from financing activities 35 1,952 Changes in liquidity 1,544 2,765 Changes in accumulated currency translation differences Liquidity at the beginning of the financial year 4,045 1,463 Liquidity at the end of the period 5,537 4,045

40 40 CONSOLIDATED FINANCIAL STATEMENTS TRIPLAN AKTIENGESELLSCHAFT, Bad Soden CONSOLIDATED NOTES Financial year from January 1 to December 31, 2007 I. GENERAL TRIPLAN AG is a joint stock company under German law and the parent company of the TRIPLAN Group. TRIPLAN AG is listed on the regulated market of the Frankfurt Stock Exchange. Since August 5, 2005, TRIPLAN has met the transparency requirements for the Prime Standard. Registered office Registered office of the Company: Auf der Krautweide 32, Bad Soden (Germany). Business Activities TRIPLAN positions itself with two business domains. In its Engineering Services business domain, TRIPLAN offers its many years of expertise and broad know-how in plant design and project management to customers in the pharmaceutical, chemical, fine chemical, petrochemical, biotechnology and food sectors. TRIPLAN is equally in demand as a partner with its Technology Services business domain. Through VenturisIT, a solution provider, the company not only offers software products but also solution- and process-oriented IT concepts. This also applies to the holding in ITandFactory GmbH and ITandFactory AG, for which a partnership was formed with Neilsoft Ltd., Pune, India. Notes on the Application of IFRS The consolidated financial statements of TRIPLAN AG, Bad Soden, for the 2007 financial year were prepared in accordance with the International Financial Reporting Standards (IFRSs), formerly the International Accounting Standards (IAS), issued by the International Accounting Standards Board (IASB), and the interpretations of IFRSs issued by the International Financial Reporting Interpretations Committee (IFRIC), formerly the Standing Interpretations Committee (SIC). The IFRSs applied must first be adopted by the European Commission pursuant to the European Union Regulation of July 19, 2002 (EC No. 1606/2002) and in accordance with Section 315a of the German Commercial Code (HGB). For this reason, only those IFRSs that have already been adopted are applied to the consolidated financial statements as of December 31, All IFRSs in effect as of the reporting date have been applied to the consolidated financial statements.

41 KONZERNABSCHLUSS The consolidated financial statements have been prepared on the basis of historical acquisition/production costs. The financial statements of the companies included in the consolidated financial statements have been prepared using uniform accounting policies in accordance with IAS 27, Consolidated and Separate Financial Statements. As part of its work to develop the IFRS further and achieve convergence with US GAAP, the IASB has modified numerous standards and introduced many new standards. These standards were applied in the consolidated financial statements to the extent already approved by the European Commission as of January 1, Furthermore, the following standards were adopted by IASB/IFRIC during the course of the 2007 financial year but have not been applied to the consolidated financial statements for 31 December 2007, because they are not yet obligatory or have not yet been adopted by the European Commission: IFRS 8 IAS 23 (rev. 2007) IFRIC 11 IFRIC 12 IFRIC 13 IFRIC 14 (Operating segments) (Borrowing costs) (Group and treasury share transactions) (Service concession agreements) (Customer loyalty programmes) (The limit on a defined benefit asset minimum funding requirements and their interaction) The following IASB interpretations or standards do not apply to the business activities of TRIPLAN AG or optionally are reflected in the TRIPLAN consolidated financial statements: IFRIC 11 und IFRIC 12 and IFRS 8. The financial statements of the companies included in the financial statements are subject to uniform accounting policies. The present financial statements in accordance with IFRS have been prepared on the basis of the going concern principle, taking into account all available information in the assessment of risks. The application of specific IFRSs is detailed in the notes on individual items of the financial statements, included in the Notes section below. Estimates and Assumptions The preparation of financial statements according to IFRS/IAS requires that certain estimates and assumptions be made that affect the amounts in the financial statements and disclosures in the Notes. Correspondingly, actual development may deviate from these estimates. Goodwill is verified annually on the basis of the smallest cash-generating unit to which goodwill can be allocated, as well as on the basis of our three-year operating budget and taking into account business-specific growth rates for the period subsequent. Any change in these influencing factors could result in impairment being taken. Currency and Degree of Accuracy The financial statements of Triplan Ingenieur AG, Basel, Switzerland; Venturis GmbH, Ettingen, Switzerland, and TREVIS Ingenieure AG, Basel, Switzerland, were prepared in Swiss francs. For the purposes of the consolidated financial statements, these single-entity financial statements have been translated using the modified reporting date method. A currency difference arose for the 2007 financial year due to the difference between the rate as of the reporting date and the average rate.

42 42 CONSOLIDATED FINANCIAL STATEMENTS The basis of closing date-specific valuations in the consolidated financial statements is the closing rate of December 31, 2007, of 1 = CHF (previous year: 1 = CHF). Where the valuation is based on the average rate, the rate of 1 = CHF was used (previous year: 1 = CHF. Total costs from exchange rate differences were recorded in the amount of 69 thousand during the past financial year. The consolidated financial statements are prepared in euros. In some cases amounts have been rounded to the nearest thousand euros ( thousand) or nearest million euros ( million) to improve the clarity of information. Reporting date The consolidated financial statements were prepared to reflect the parent company s reporting date (December 31). Group of consolidated companies In addition to the financial statements of the parent company, the consolidated financial statements of TRIPLAN AG include the single-entity financial statements of four subsidiaries in which TRIPLAN AG directly or indirectly holds a 100% majority of voting rights. In addition, TREVIS Ingenieure AG is fully consolidated in the TRIPLAN consolidated financial statements on the basis of capital majority and the control concept. The minority interests consisting of the 49% interest of a third party in TREVIS Ingenieure AG is recognized both in the consolidated balance sheet and in the income statement. ITandFactory GmbH ( new ) and ITandFactory AG have been deconsolidated as a result of the sale of the CADISON und TRICAD Original product domain to a company managed jointly with Neilsoft Ltd., Pune. ITandFactory AG is now a fully owned subsidiary of ITandFactory GmbH ( new ), Germany. The name ITandFactory GmbH was also transferred to the consolidated joint venture. TRIPLAN AG holds a 40% interest in the joint venture. The holding is recognized at equity in the consolidated financial statements. As of May 1, 2007, the former ITandFactory GmbH, Germany bears the name VenturisIT GmbH and continues to be fully owned by TRIPLAN AG. On December 11, 2007 TRIPLAN Consulting GmbH was founded and commenced operations on January 1, TRIPLAN AG holds a 100% interest in TRIPLAN Consulting GmbH. The company s share capital stands at 400 thousand. The business purpose of TRIPLAN Consulting GmbH is the provision of advice on and development, sale and implementation of IT solutions that map operating processes, the distribution of software and all related services. This refers primarily to product lifecycle management (PLM). Subsidiaries that are immaterial for the presentation and assessment of the Group s net assets, financial position and results of operations are not included. Consolidation methods The single-entity financial statements included in the consolidated financial statements were prepared in accordance with the relevant statutory requirements and have been audited by independent auditors. Capital consolidation was based on IFRS 3 using the purchase method by offsetting the acquisition costs against the parent company s share of the shareholders equity as of the date of acquisition. Intercompany profits and losses within the Group, as well as income, expenses, receivables and liabilities, were eliminated.

43 CONSOLIDATED FINANCIAL STATEMENTS 43 With respect to consolidation processes with an impact on income, the effect on income tax have been taken into account and deferred taxes recognized. Financial instruments The financial instruments recognized in the balance sheet (financial assets and financial liabilities) as defined in IAS 7 include certain cash and cash equivalents, trade receivables and payables, non-current receivables and loans and certain other receivables and liabilities arising from contracts. Liabilities are carried on initial recognition at cost, which corresponds to the fair value of the consideration received, taking into account transaction costs. Items are generally recognized on the trading date. The subsequent measurement varies for the different classes of financial assets or liabilities and is described within the framework of the accounting method for the respective balance sheet items. Gains and losses from changes in the fair value of financial assets that are available for sale are included in the consolidated profit/loss for the period. For assets, the management of financial risk focuses on the short-term availability of liquid assets and simultaneously optimizing interest. With regard to the financing of durable capital goods, efforts are also made in each case to achieve long-term financing. Any short-term need for liquid assets is covered as far as possible with overdraft facilities that are subject to interest at standard market conditions. Interest rate risk is not hedged because business operations render it unnecessary. Lending/default risk is countered by ongoing assessment and monitoring of clients. The general default risk depends on the total amount of the receivables. The convertible bond issue of TRIPLAN AG from 2005 with nominal value of 300,125 takes the form of a zero coupon convertible bond that matures on May 14, The bond was converted for the first time in a ten day exercise period following the 2007 General Meeting. During the two exercise windows in the reporting period, a total of 272,057 of these bonds were converted into shares of TRIPLAN AG at a 1:1 ratio. A total of 27,068 convertible bonds remain outstanding. The convertible bond is secured with a cash deposit. Existing lease agreements classified as financial leases result in assets and in liabilities of the same amount recognized in the balance sheet. For the period under review and with respect to the future term of the agreements, this results in depreciation of assets and repayment of the liability. Intangible assets Intangible assets are measured at acquisition or manufacturing cost. Intangible assets are recognized whenever it is likely that the future economic benefit allocable to that asset will be accrue to the company and that the acquisition or production costs of the asset can be reliably measured. Subsequent measurement is generally based on acquisition or production costs less cumulative scheduled depreciation and any cumulative impairment. Intangible assets are depreciated on a straight-line basis over the estimated useful life. The depreciation period and method are reviewed annually at the end of the financial year.

44 44 CONSOLIDATED FINANCIAL STATEMENTS (a) Software The acquisition cost of new software is capitalized and classified as intangible assets, provided that the cost does not form an integral part of the related hardware. Software is depreciated on a straight-line basis over a period of three to five years. Costs incurred to preserve the original economic benefit of existing software systems are recognized as expenses if the work to preserve the benefit was carried out. (b) Development costs Research and development costs are recognized as expenses for the period to which they relate. An exception to this is made for product development costs that meet the following criteria (capitalized development costs): the product is clearly defined and the costs incurred are recognized separately and measured appropriately; the product is technically realizable; the product is either sold or used in the company; there exists a potential market for the product and/or its usability in the case of internal use is guaranteed; appropriate technical, financial and other resources still required for completion of the product must be available; reliable determination of the production costs during the development period is assured. Development costs carried as assets are amortized on a straight-line basis over the expected useful life. Amortization takes place over a period of three years. Amortization starts when the software is completed and sold, usually at the beginning of the financial year immediately after it was capitalized. Should there be signs of an impairment of the asset or any indication that the reasons for extraordinary write-down in prior periods no longer apply, the stated value of the development costs will be adjusted accordingly. Goodwill Any excess of cost of a business acquisition that exceeds the acquired share of the allocable fair value of the identifiable assets and liabilities at the time of the acquisition is classified as goodwill and recognized in the balance sheet as an asset. Goodwill is measured at acquisition cost less cumulative amortization and accrued impairments. Due to the introduction of IFRS 3, which is binding for all financial statements prepared after January 1, 2005, goodwill is no longer subject to scheduled amortization. An impairment test under IFRS determines whether an impairment or a reversal is made. In accordance with IAS 36, goodwill is allocated to the smallest cash-generating unit and is tested at this level for impairment by comparing the discounted expected future cash flow to the book value of this cash-generating unit. Recognition follows the discounted cash flow procedure (DCF procedure) and weighted average cost of capital (WACC approach), and occurs before consideration of any taxes in accordance with the instructions of IFRS/IAS. The residual book values are verified at each reporting date in terms of their future economic benefit. If there are signs that goodwill should be reduced, the realizable amount is calculated for the cash generating unit to which the goodwill relates. If the book value is higher than the realizable amount, the goodwill is written down. Property, plant and equipment Property, plant and equipment are recognized at cost less cumulative scheduled depreciation and cumulative impairments. If items of property, plant and equipment are sold or cease to exist, their acquisition or production costs and the related cumulative depreciation and impairments are eliminated from the balance sheet, and the profit or loss resulting from their sale is recognized in the income statement.

45 CONSOLIDATED FINANCIAL STATEMENTS 45 The original acquisition or production costs of property, plant and equipment include the purchase price, including import duty and non-refundable taxes, and any directly attributable costs incurred to ensure that the asset is operational and to move it to the location where it is to be used. Expenses incurred once the useful life has begun (e.g. maintenance, service and retrofitting costs) are generally recognized as income for the period in which the costs are incurred. If expenses result in an additional economic benefit in future that is likely to result from the use of property, plant and equipment above and beyond its originally estimated performance, these expenses are capitalized as a subsequent acquisition cost of the property, plant and equipment. Depreciation is calculated on a straight-line basis over the following estimated useful life: Technical equipment and machinery 3 10 years Operating and office equipment 3 10 years The useful life and depreciation methods applied are reviewed every period to ensure that the depreciation method and period correspond to the anticipated economic benefit of property, plant and equipment. The depreciation period starts on the date on which the asset is capitalized. The pro-rata method is used for depreciation. Property, plant and equipment are not subject to any restraints on use. For an overview of asset groups please see the Statement of Changes in Fixed Assets Section included in the financial statements. Leases Assets used by the Group as lessee and whose essential economic opportunities and risks remain with the lessor are, as operating leases, not recognized in the balance sheet. Lease payments for operating leases are expensed over the term of the lease agreement. For lease agreements classified as financial leases, the assets are recognized in the balance sheet and depreciated over the course of the useful economic life. The useful economic life in these cases equals the term of the lease agreement. Corresponding to the asset, a liability to the leasing company is recognized in the balance sheet. This incurs monthly expenses for the depreciation of the assets as well as interest expenses for their financing and repayment of principal for the liability. Inventories Inventories are recognized at the lower of cost and net realizable value, also taking into account a value adjustment for limited marketability. The net realizable value corresponds to the sale price in the ordinary course of business less cost of completion and marketing expenses. The acquisition or production costs are based primarily on weighted average costs. For work in progress, costs include relevant fixed and variable overhead. Long-term contract manufacturing Long-term contract manufacturing orders are recognized using the percentage-of-completion method (PoC method). The degree of completion per order is determined using the ratio of costs accrued to projected total costs (cost-to-cost method). If the result of a production order cannot be reliably projected, sales revenues are recognized only in the amount of the order costs incurred (zero-profit method). The degree of completion is measured in project controlling, according to a comparison of the status of the services rendered and the corresponding design services. Orders are recognized under receivables or liabilities based on percentage of completion. If the cumulative contract output (costs incurred plus profits recognized) exceeds

46 46 CONSOLIDATED FINANCIAL STATEMENTS advance payments on an individual contract, the construction contract is recognized under receivables from percentage of completion. If a negative balance remains after advance payments are deducted, it is recognized under liabilities from percentage of completion. Provisions are made for anticipated losses on orders based on an assessment of identifiable risks. The financial result from long-term contract manufacturing would be recognized at the Group level under Other operating income. Interest not resulting from long-term contract manufacturing is recognized in the financial result. Receivables and other assets After receivables and other assets with a fixed term are initially recognized on the balance sheet, they are subsequently recognized at amortized cost, taking into account specific valuation allowances and using the effective interest method. Receivables with a short term and other assets not subject to a fixed rate of interest are measured at their original invoice amount or nominal amount, provided that any discounting effect would be insignificant. Those receivables and other financial assets without a fixed term are measured at cost (nominal amount). All accounts receivable and other assets are subject to testing for possible impairments. Other assets which are not covered within the scope of IFRS 7 are measured at cost. They are also subject to testing for possible impairment. Cash and cash equivalents Cash and cash equivalents comprise cash, bank balances and checks presented. Shareholders equity Capital reserves arise from payments related to capital measures and are recognized less costs incurred for capital procurement (after deducting tax effects). They are available to offset losses and for capital increases from company funds. Cumulative currency differences result from currency translation differences due to the consolidation of foreign subsidiaries financial statements. Provisions for pensions Pension provisions are subject to valuation by an expert in accordance with IAS 19, Employee Benefits (2004 revision) using the projected unit credit method. Other current provisions Provisions are recognized for current (legal or constructive) obligations as a result of a past event where it is likely that settlement would result in an outflow of resources and the amount of the obligation can be reliably measured. Provisions are reviewed on every reporting date and adjusted in line with the best estimate available at the time. If there is a material interest effect from the date of fulfillment of the obligation, the provision is carried at its present value. Unless a reliable estimate is possible in individual cases, no provision is formed; rather, a contingent liability is stated. Liabilities After initial recognition, all financial liabilities that are not derivative liabilities are measured at amortized cost. After initial recognition, derivative liabilities are measured at fair value.

47 CONSOLIDATED FINANCIAL STATEMENTS 47 Revenue recognition Sales revenues are recognized when it is probable that the economic benefit associated with the transaction will accrue to the company, and the amount of revenue can reasonably be established. Sales revenues are recognized less general sales tax and any discounts once delivery occurs and the commercial title is transferred with its risk and opportunities to the buyer. Sales revenues from long-term orders are recognized according to the project s effective progress ( percentage of completion method, PoC) in accordance with IAS 18, Revenue, or IAS 11, Construction Contracts. Gains from the PoC method are only recognized when the result of a production contract can be reliably projected. Since the results of production orders cannot be reliably projected, revenues are recognized in the amount of the expenses incurred (zero profit method). Interest Interest is carried in line with the effective interest received on assets. Foreign currencies Foreign currency transactions are recorded in the reporting currency by translating the foreign currency amount on the basis of the exchange rate between the reporting and foreign currency at the time of the transaction. Translation differences from the settlement of monetary items at rates that differ from the rate originally recorded during the period are charged to expenses or income for the period in which they occur. Foreign commercial operations The subsidiaries in the group of consolidated companies are independent with respect to finances, management and organization. They are therefore viewed as economically independent foreign units. Their reporting currency is the respective national currency. The balance sheets in the financial statements prepared by the foreign consolidated holdings are translated using the year-end exchange rate; the income statements are translated using the average rate for the financial year. All resulting translation differences are included within shareholders equity in the cumulative currency differences. Borrowing costs Borrowing costs are not capitalized but expensed in the period in which they are incurred. The interest rate risk based on the Group s current loan liabilities and an interest rate change of +/ 1% is approximately 1,000. Non-current loan liabilities have fixed interest rates. Income tax / deferred taxes With regard to income taxes, the tax liability is based on the consolidated profit/loss for the period and includes tax deferrals. Deferred taxes are calculated using the liability method. Deferred income taxes reflect the net tax effects of temporary differences between the book values of an asset or a liability in the consolidated balance sheet and in the tax accounts. Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the period in which these temporary differences are recovered or settled. Measurement of deferred tax liabilities and deferred tax assets reflects the tax consequences resulting from the manner in which the temporary differences are expected to be reversed or settled as of the reporting date.

48 48 CONSOLIDATED FINANCIAL STATEMENTS Deferred tax assets and liabilities are recognized independently of the time at which the temporary posting differences are likely to be reversed. A deferred tax asset should be included in the balance sheet for all temporary differences relevant to income tax if there is likely to be taxable income against which the temporary difference can be applied. On each reporting date, the company reevaluates deferred tax claims that have not been recognized in the balance sheet and the book value of deferred tax assets. Unrecognized deferred tax assets are recognized to the extent that it has become probable that future taxable income will enable the benefit of the deferred tax asset to be realized. Conversely, the book value of a deferred tax asset will be reduced to the extent that it is no longer likely that sufficient taxable income will be available to make partial or full use of the deferred tax asset. No deferred tax liabilities arise if non-distributed profits from foreign subsidiaries remain invested in these companies for an indefinite period. Deferred tax liabilities are recognized in the balance sheet for all taxable temporary differences provided that the deferred tax liabilities do not originate with goodwill the amortization of which is not deductible for tax purposes. If there is an indication that an impairment no longer exists or has been reduced, this reversal is recognized as income in the income statement. Contingent liabilities and receivables A company may not recognize a contingent liability. However, a contingent liability must be disclosed if it is likely that an outflow of resources will result in economic benefit. Contingent receivables are not included in the financial statements. Events after the balance sheet date Events occurring after the reporting date that provide additional information on the position of the company as of the balance sheet date are included in the balance sheet. Events impacting value that occur after the balance sheet date are disclosed exclusively in the Notes. Consolidated Cash Flow Statement The cash flow statement shows changes in the cash position of the TRIPLAN Group resulting from inflows and outflows over the course of the year under review. In accordance with IAS 7, a distinction is made between cash flows from operating, investing and financing activities. Liquidity recognized in the cash flow statement includes cash in hand, checks and bank balances. Structure of the balance sheet and income statement The balance sheet and the income statement are presented in accordance with IAS 1. To improve the clarity of the presentation, individual items have been combined in the balance sheet and income statement and recognized separately in the Notes. To provide a clearer overview, information subject to disclosure is included only in the Notes. The income statement has been prepared using the total cost (nature of expense) method. Comparative figures Where necessary, the figures from the previous year have been adjusted to reflect the new accounting standards applied in 2007.

49 CONSOLIDATED FINANCIAL STATEMENTS 49 Transactions with related parties No direct or indirect transactions were effected with related parties during the period under review. Nor were there any employment relationships with related parties. As of the reporting date, BEKO Holding AG, Austria held a 49% interest and Universal Investment Gesellschaft mbh, Frankfurt am Main, a 5% interest in TRIPLAN AG. II. BALANCE SHEET DISCLOSURES ASSETS The structure of the assets combined in the balance sheet and their development over the financial year are presented in the included Consolidated Statement of Changes in Fixed Assets. (1) Intangible assets Intangible assets comprise the following: Dec. 31, 2007 Dec. 31, 2006 Software of which self-created intangible assets Goodwill 3,333 3,748 3,816 4,654 Intangible assets acquired for consideration, including goodwill, were capitalized at cost and amortized on a straight-line basis until the 2004 financial year. Since that reporting period, goodwill is no longer subject to scheduled amortization. An impairment test must be carried out at least annually. A review of acquisition and production costs indicates the following: Goodwill amounting to 1,300 thousand is attributable to the combination of Triplan Ingenieur GmbH with TRIPLAN AG. In addition, the consolidation of the acquisition of the CADISON companies resulted in goodwill of million (Technology Services business domain). The sale of the CADISON and TRICAD Original product domain (disposal of a division) resulted in a book value decrease in the CADISON goodwill 421 thousand. In 2001 the acquisition of Venturis GmbH resulted in goodwill of million (Technology Services business domain).from 2002 to 2004, further post-sale installments of 94 thousand were paid in accordance with contractual agreements, increasing the goodwill of Venturis GmbH. The acquisition of the business operations of IMA Ingenieurgesellschaft mbh during the 2005 financial year resulted in goodwill of 681 thousand (Engineering Services business domain). With the purchase of ItDL GmbH in the same year, goodwill from the founding of ItDL in the amount of 79 thousand (Engineering Services business domain) was included in the acquisition. The goodwill of 325 thousand (Engineering Services business domain) resulting from the consolidation of the acquisition of ItDL is recognized with the ItDL merger under TRIPLAN AG.

50 50 CONSOLIDATED FINANCIAL STATEMENTS Goodwill developed as follows: Acquisition cost Depreciation and amortization Book value As of Jan. 1, ,610 2,862 3, additions disposals 1, As of Dec. 31, ,352 2,019 3,333 With regard to software development costs for upgrades of proprietary software programs, 50 thousand were capitalized in the current year and 250 thousand in the 2006 financial year. Development costs totaling 850 thousand (previous year: 781 thousand) were recognized as income. The sale of the CADISON and TRICAD Original product domain caused a decrease in capitalized internal services to a book value of roughly 198 thousand. (2) Property, plant and equipment Individual items are shown in the statement of changes in fixed assets. Property, plant and equipment are measured at cost less scheduled straight-line depreciation over a useful life of between three and ten years. Assets resulting from the finance lease with a book value of 95 thousand (previous year: 66 thousand) are included in property, plant and equipment. (3) Holdings in associated companies TRIPLAN holds a 40% interest in ITandFactory GmbH. The Company was created as a result of the sale of the CADISON und TRICAD Original product domain and is jointly managed with Neilsoft Ltd., Pune (60%). For more information please refer to Section (38). (4) Deferred tax assets Deferred tax refund claims resulted from loss carryforwards. As a result of the uncertain recoverability of deferred taxes, a valuation allowance was formed to the extent that the deferred tax assets exceed deferred tax liabilities. Additional explanations can be found under Section (26). (5) Inventories Dec. 31, 2007 Dec. 31, 2006 Raw materials, consumables and supplies 0 2 Work in progress Advance payments

51 CONSOLIDATED FINANCIAL STATEMENTS 51 (6) Trade and other receivables Trade accounts receivable and other accounts receivable are carried in the balance sheet at nominal value less valuation allowances for identifiable specific risks. TRIPLAN Group s very solid client structure reduces its exposure to default risk to a very low level. All trade and other receivables are due within one year. Dec. 31, 2007 Dec. 31, 2006 Trade receivables 7,594 7,193 Receivables from percentage of completion contracts Other loans and advances ,326 8,597 Book value thereof: neither impaired nor overdue as of the reporting date less than 30 days thereof: not impaired as of the reporting date and overdue in subsequent time frames between 30 and 60 days between 61 and 90 days more than 90 days as of Dec. 31, 2007 Trade receivables 7,771 5, , as of Dec. 31, 2006 Trade receivables 8,186 6,385 1, With respect to trade receivables that are neither impaired nor overdue as of the reporting date, there is no indication that the debtors will not fulfill their payment obligations. Valuation allowances on trade receivables developed as follows: 2007 Die Wertberichtigungen auf Forderungen aus Lieferungen und Leistungen haben sich wie folgt entwickelt: 2006 Valuation allowances as of January Additions Utilization Reversal 5 5 Valuation allowances as of December

52 52 CONSOLIDATED FINANCIAL STATEMENTS (7) Prepaid expenses and deferred income Prepaid expenses and deferred income almost exclusively refer to advance payments on maintenance agreements, insurance policies and trade fairs; at 214 thousand (previous year: 216 thousand), they are included in Section (6), Other receivables. III. BALANCE SHEET DISCLOSURES LIABILITIES (8) Subscribed capital The fully paid-up share capital as of the reporting date was 9,564,865.00, divided into 9,564,865 shares, each with a notional value of 1. During the period under review, the share capital of the Company was increased by 1,000 due to the conversion of convertible bonds. As part of the convertible bond issue from contingent capital II in June 2005, the company is now required upon conversion of the bonds to raise the share capital by a further 27,068 shares from contingent capital II. a. Authorized capital As resolved at the Annual General Meeting of August 24, 2005, the authorized capital I in the amount of 155,000 was reversed and replaced by the new authorized capital I/2005 amounting to 714,999. The Executive Board may, with the consent of the Supervisory Board, raise the company s share capital until August 24, 2010 by issuing new bearer shares in exchange for cash contributions on one or several occasions, but by no more than 714,999. The Executive Board is further authorized, with the consent of the Supervisory Board, to exclude the subscription right of shareholders if the issue amount of the new shares is not significantly lower than the stock market price and the shares issued under the exclusion of the subscription right do not amount to more than 10% of the share capital in total. With the cash capital increase of September 1, 2006, 691, of this authorized capital I/2005 was used; of that 23,047 of the authorized capital I/2005 still remain. The capital increase was carried out at an issue price of 2.20 per share with the exclusion of subscription rights. The total amount issued was 1,522, The premium of 830, less expenses for the capital measure was added to the capital reserves. The Annual General Meeting of June 21, 2006 approved new authorized capital II (authorized capital II/ 2006) in the amount of 2,000,000. The Executive Board is authorized, with the consent of the Supervisory Board, to increase the company s share capital once or several times by a total of up to 2 million for cash and/or non-cash capital contributions through issue of new bearer shares. The authorization is granted until June 21, The Executive Board is authorized to exclude shareholders subscription rights in the following cases: a. for fractions b. in the case of a cash capital increase, if the issue amount of the new shares is not significantly below the stock market price and the shares issued subject to the exclusion of subscription rights do not amount in total to more than 10% of the share capital at the time this authorization becomes effective or is exercised. This number includes shares that have been issued or will be issued to service options or convertible bonds, if they were issued under corresponding application of Section 186 (3) sentence 4 of the German Joint Stock Companies Act with the exclusion of subscription rights. This limitation to 10% of the share capital further applies to the sale of the company s own shares if this sale takes place as a result of an authorization valid when the authorized capital goes into effect to sell the company s own shares with the exclusion of subscription rights.

53 CONSOLIDATED FINANCIAL STATEMENTS 53 c. in the case of capital increases from non-cash capital contributions, to ensure that shares are available to acquire companies, parts of companies or participating interests in companies. In addition, the decision was made to create authorized capital III (authorized capital III/2006). The Executive Board is authorized, with the Supervisory Board s consent, to raise the company s share capital until June 21, 2011 by issuing new bearer shares in exchange for cash contributions once or several times, but by no more than 1,500, (authorized capital III). b. Contingent capital I (stock option plan) It was decided at the Annual General Meeting of TRIPLAN AG on June 25, 2003 to increase the contingent capital of 451,800. A contingent capital increase of up to 650,000 was subsequently resolved. The contingent capital was created to issue share options to the employees of TRIPLAN AG and its subsidiary companies. The option plan has a term of three years, calculated from the date of the resolution approving it. During the term, tranches will be issued from the total volume of the stock option plan. The exercise price shall be determined separately for every tranche. Option rights may not be exercised until a blocking period of two years calculated from the date on which the option rights are awarded has ended. A further period of five years following expiration of the retention period is stipulated for the exercise of option rights (exercise period) allowing a total exercise period of seven years. Within the respective exercise period, stock options may only be exercised when the price performance of the TRIPLAN share, measured against the XETRA year-end closing price of the preceding calendar year is positive and when the percent rise of the TRIPLAN share of the 30-day moving average in the XETRA trading system of Deutsche Börse AG or a system that succeeds the XETRA system exceeds the percentage increase of the CDAX Index after the blocking period. As of December 31, 2004, a total of 455,700 stock options had been granted, with the earliest possible exercise date falling in June No new stock options were granted to employees during the 2007 reporting year. Therefore, reporting the total cost for share-based compensation in the reporting period is not applicable. The stock options resulting after the contingent capital are grouped by option below: No. of shares At the start of the reporting period 51,600 i) Options outstanding 0 ii) Options granted 0 iii) Options forfeited 4,500 iv) Options exercised 0 Options outstanding or exercisable at the end of the reporting period 47,100 The average exercise price for the share options outstanding is 1. The weighted average remaining term is 3.5 years. The price of the TRIPLAN share as of the date on which stock options were granted was The TRIPLAN share has volatility of 28%.

54 54 CONSOLIDATED FINANCIAL STATEMENTS c. Contingent capital II (warrants and/or convertible bonds) At the Annual General Meeting on June 24, 2004, contingent capital II was approved in the amount of 2,600,000. The share capital is raised contingently to a nominal amount of 2,600,000 (contingent capital II). The contingent capital increase will only be implemented to the extent that creditors of conversion rights or holders of warrants associated with the convertible bonds/warrants issued by the company until June 1, 2009 exercise their conversion/option rights, or to the extent that those creditors required to convert their company-issued bonds by June 1, 2009 meet their conversion obligation. The new shares will entitle the holders to profit-sharing from the beginning of the financial year in which they come into being through the exercise of conversion/option rights or the fulfillment of conversion obligations. The Executive Board may, with the Supervisory Board s consent, stipulate the further details of any contingent capital increase. The subscription offer of May 2005 gave the shareholders of TRIPLAN AG the opportunity to purchase zero-coupon convertible bonds. The nominal amount of the bond and the issue amount were The convertible bond was originally secured by assignment of shares in Triplan Ingenieur AG, Switzerland. No periodic interest payments are made on the bonds. Interest payments due at the end of the term (May 15, 2005 to May 14, 2008) equal the difference between the issue amount and the repayment amount, to be paid upon maturity with an effective rate of interest of approximately 10% per year. Every bondholder, in accordance with the terms of the convertible bond, has the irrevocable right (the conversion right ) to convert each bond into no-par value voting bearer shares within an exercise period at a nominal value of Any partial exercise of the conversion right is excluded. Once the conversion declaration goes into effect, the creditor forfeits the right to redeem the bonds; in place of the redemption right, the issuer is required to deliver shares in accordance with these convertible bond conditions. 1. The conversion right may only be exercised within the following stipulated exercise periods ( exercise periods ), where business day is defined as any day on which the commercial banks in Stuttgart are open for business ( business day ): i. The conversion right may be exercised on May 5, 2008 and the 10 preceding business days (the exercise period at the end of the term ). ii. The conversion right may also be exercised prior to maturity: a. on the third business day after the 2006 Annual General Meeting of the issuer and the ten subsequent business days (the exercise period following the 2006 AGM ); b. on the third business day after the 2007 Annual General Meeting of the issuer and the ten business days following (the exercise period following the 2007 AGM ). A conversion obligation exists if and as soon as the closing price of the issuer s shares recorded in XETRA trading on the Frankfurt stock exchange exceeds 3.00 for ten consecutive stock exchange trading days following January 1, Should these conditions be met, the issuer may withdraw the bonds and, in exchange, deliver TRIPLAN shares, taking into account the conversion price in accordance with Section 5. The agency carrying out the conversion is authorized to issue the subscription declaration on behalf of the bondholders in accordance with Section 198 (1) of the AktG. During the reporting period 1,000 convertible bonds were converted at a 1:1 ratio into shares of TRIPLAN AG in ordinary conversion. The convertible bond is recognized under non-current liabilities at a value of 34 thousand, its fair value. Collateral for the convertible bond issue in the form of shares in Triplan Ingenieur AG was replaced by a cash deposit in Changes in shareholders equity are set out in detail in the Statement of Changes in Shareholders Equity.

55 CONSOLIDATED FINANCIAL STATEMENTS 55 (9) Capital reserves Capital reserves include the premium from capital increases, including the capital increase from the initial public offering in The costs of the capital increase were recognized as a reduction in the capital reserves. To the extent that this results in an income tax benefit, the costs are netted: As of January 1 6,322 5,366 Premium minus capital procurement costs As of December 31 6,322 6,322 (10) Currency compensation account The currency compensation account result from the application of the modified reporting date method to the translation of the financial statements of those foreign subsidiaries included in the consolidated financial statements whose functional currency is the national currency, into the reporting currency As of January Change during the reporting period As of December (11) Accumulated result The accumulated result changed as follows: Losses carried forward 5, profit 2,042 As of December 31, ,957 (12) Minority interests The minority interest of 70 thousand (previous year: 41 thousand) refers solely to TREVIS Ingenieure AG, Basel.

56 56 CONSOLIDATED FINANCIAL STATEMENTS (13) Pension provisions Company pension obligations were as follows: Provisions for pensions Pension benefits are based on length of service and on estimated future salary and pension trends. Part of the pension obligations is financed through insurance policies. The pension obligation applies to any person who has retired. The pension obligation is covered by an insurance policy on a pro-rated basis in 2006 in Defined benefit obligation as of January Service cost 0 0 Interest expense Pension payments Actuarial losses (gains) Revaluation 0 1 as of December Plan assets as of January Fund income 0 0 Employer contributions 0 0 Paid benefits Gains (losses) on plan assets Actuarial gains 0 0 Revaluation 0 0 as of December Funded status Pension obligations not covered by plan assets as of December Unrealized gains Posted net value as of December

57 CONSOLIDATED FINANCIAL STATEMENTS 57 The following table shows the actuarial assumptions on which the pension plans are based: Weighted average assumptions Dec. 31, 2007 in % Dec. 31, 2006 in % Discount rate (bop) Discount rate (eop) Expected return on plan assets Salary trend Pension trend The components of pension expenses for the period can be broken down for the corresponding financial years as follows: Interest expense Expected return on plan assets Transfer 0 0 Actuarial losses 0 1 Net pension expense (14) Financial liabilities Financial liabilities refer to the convertible bonds issued in 2005 and to liabilities to be recognized as finance leases in accordance with IAS 17. There are no liabilities with a maturity of over 5 years. Total Maturity up to 1 year Maturity 1 to 5 years in T Dec. 31, 2007 Zero-coupon convertible bond of 2005/ Liabilities from operating leases Financial liabilities Dec. 31, 2006 Zero-coupon convertible bond of 2005/ Liabilities from operating leases Financial liabilities Cash and cash equivalents, receivables and trade payables, along with the other receivables and liabilities, largely have short maturities. For this reason, their book values as of the reporting date approximated the attributable fair value. Moreover, there are deferred sales revenues of 167 thousand (previous year: 205 thousand). Due to TRIPLAN Group s solid client structure, there are no material receivables risks. No material exchange rate risks exist because all transactions are effected either in euros or Swiss francs. Hedges against these risks are thus not necessary. There are no interest or price risks from financing instruments.

58 58 CONSOLIDATED FINANCIAL STATEMENTS (15) Trade and other payables Liabilities comprise the following individual items: Dec. 31, 2007 Dec. 31, 2006 Trade payables 2,745 2,790 Miscellaneous liabilities 1,581 2,312 Deferred income ,493 5,307 (16) Short-term loans and guarantees A total of 630 thousand has been deposited to secure credit lines and guarantee bonds (previous year: 456 thousand). In line with the requirements under IAS 1, the convertible bond was re-classified from non-current to current liabilities during the year under review. (17) Other provisions Measurement of other provisions takes into account all identifiable risks. They primarily include amounts for paid vacation time, bonuses, warranties, acquisition costs and contributions. Other provisions Jan. 1, 2007 Additions Utilization Reversal Dec. 31, 2007 Additional staff costs Profit-sharing bonuses / commissions Cost of preparation of annual financial statements Supervisory Board costs Settlements Miscellaneous ,258 2,137 2, ,209 Expenses totaling 105 thousand (previous year: 72 thousand) were included in 2007 for the services of the auditor, Herden Böttinger Borkel Neureiter GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, and comprise the following: Audit of financial statements Other certification and assessment services 25 0 Other services

59 CONSOLIDATED FINANCIAL STATEMENTS 59 IV. INCOME STATEMENT DISCLOSURES (18) Total operating performance The total operating performance (sales revenues, including changes in inventories, other capitalized internal services and other operating income) of the TRIPLAN Group can be broken down by division as follows: Engineering Services Sales revenues incl. other operating income 37,455 33,433 Sales revenues from long-term contract manufacturing 3,022 1,111 Changes in inventory Other capitalized internal services 0 0 Total operating performance 40,953 34,574 Technology Services Sales revenues incl. other operating income 4,103 5,744 Changes in inventory Other capitalized internal services Total operating performance 4,138 5,954 Group Total operating performance Total operating performance 45,667 40,863 Full segment reporting is provided under VI. no (32). This breakdown in this section was based on IAS/IFRS requirements. Sales revenues include proceeds from long-term contract manufacturing. Expenses equal revenues due to the zero-profit method. TRIPLAN received advance payments in the amount of 4,118 thousand, which are offset in services amounting to 4,295 thousand. There were no retentions. Sales revenues were realized in the following countries during the reporting period: Germany 24,701 22,541 Switzerland 15,524 14,709 Azerbaijan 2, Austria 575 1,033 The Netherlands UK Denmark Luxemburg France 0 89 Rest of the world TOTAL 44,126 40,013

60 60 CONSOLIDATED FINANCIAL STATEMENTS (19) Other operating income Other operating income primarily includes income from the withholding tax on dividends and capital gains of Azerbaijan, nonconsolidable payments to investees and income from the reversal of provisions. (20) Other capitalized internal services Proprietary software was capitalized in accordance with IAS 38 with production costs of 50 thousand (2006: 250 thousand). Both the purchase of external services and own expenses (primarily personnel) were included in the measurement. (21) Material expenses Cost of materials comprises: Cost of raw materials, consumables and supplies and of purchased merchandise Cost of purchased services 17,902 14,253 18,739 14,785 (22) Personnel costs Personnel costs are broken down as follows: Wages and salaries 16,198 16,168 Social security and other pension costs 2,844 2,943 19,042 19,110 (23) Depreciation and amortization Depreciation and amortization breaks down as follows: On capitalized development costs Other amortization of intangible fixed assets and depreciation of property, plant and equipment Since introduction of IFRS 3, effective as of the 2005 financial year, goodwill is longer subject to scheduled amortization. Value is verified as part of the impairment test. For this, a pre-tax discount rate of 14.37% was used (previous year: 13.99%) in the Technology Services business domain or 18.19% (previous year: 17.81%) in the Engineering Services business domain.

61 CONSOLIDATED FINANCIAL STATEMENTS 61 (24) Other operating expenses Occupancy costs Advertising, trade fair and travel costs Vehicle costs (including automobile leases) Other rental/lease and maintenance Legal and consulting costs Specific valuation allowances Postage, telephone Insurance Miscellaneous 1, ,551 4,440 Disclosures on leasing expenses PC leases 0 8 Vehicle leases Other lease arrangements (25) Financial result Net finance costs include interest income of 109 thousand (2006: 49 thousand) and interest expenses of 17 thousand (2006: 24 thousand). Moreover, the share of loss of the interest in ITandFactory GmbH, Germany, which was capitalized according to the equity method, equals 167 thousand. The Company s profit was negatively impacted primarily by high development and structure costs resulting from the spin off of the product domain. (26) Income tax The tax rate of 41% applied to German companies in the past and of 28% to Swiss companies in 2006 for the purposes of reporting deferred tax was calculated in accordance with IFRS 12. In Switzerland, reporting covers taxes levied at the federal, cantonal and local level. Tax deferrals were measured during the reporting period on the basis of a total average income tax rate of 29.83%, reduced as a result of the corporation tax reform. During the reporting year, all deferred tax assets rather than merely those due to losses incurred were written off in full unless they were offset for the companies concerned by corresponding deferred tax liabilities. Accordingly, deferred tax assets were only applied if there was a deferred tax liability of at least the same amount for the same taxable entity. The tax expense incurred during the financial year was generated entirely by ordinary business activities.

62 62 CONSOLIDATED FINANCIAL STATEMENTS Tax expense comprises the following: Effective tax expense Deferred tax expenses from the accrual or reversal of temporary differences Deferred tax expense resulting from a write-down of a deferred tax asset Deferred tax expense as a result of changes in tax rate Deferred tax expense from items offset directly against shareholders equity In the financial statements dated December 31, 2007, taxes and deferred tax liabilities are recognized separately. Income taxes are shown under current liabilities, while deferred tax liabilities are shown under non-current liabilities. The previous year s form of recognition was adjusted appropriately. The change in the balance of deferred income tax items in the balance sheet can be broken down as follows: As of January Deferred tax expenses from the accrual or reversal of temporary differences Deferred tax expense resulting from a write-down of a deferred tax asset Deferred tax expense as a result of changes in tax rate As of December Deferred tax assets and deferred tax liabilities were recognized in the consolidated financial statements. The amounts are primarily obtained from the historical statement of deferred tax liabilities, in particular through the capitalization of goodwill at an average tax rate of 36% and the historical capitalization of deferred tax assets of the same amount from the loss carryforwards from the years 2000 to The corporation tax reform has a significant impact on the computation of deferred tax. For this reason, the computation of the average tax rate for 2007 has been adjusted and recognized at 29%. The tax amount and the product of the earnings before taxes multiplied by the applicable tax rate are reconciled as follows: Earnings before taxes 2,598 1,587 Expected tax expense Differing tax rates Effect from tax loss carryforwards Reversals of temporary differences Tax expense recognized

63 CONSOLIDATED FINANCIAL STATEMENTS 63 Deferred tax assets and liabilities comprise the following: Jan. 1, 2006 Expense/ income Dec. 31, 2007 Expense/ income Dec. 31, 2007 Deferred tax asset Tax loss carryforwards Miscellaneous Deferred tax liability Intangible assets Receivables Loss carryforwards for taxes in Germany total 11,694 million. (27) Earnings per share The basic earnings per share are calculated by dividing the consolidated profit/loss for the period attributable to shareholders by the weighted number of shares outstanding during the period. The weighted average number of shares in 2007 was 9,564,302 (2006: 8,831,258).Diluted earnings per share take into account the potential shares from the convertible bonds and the stock option plan for employees. Diluted earnings per share are 0.21, (2006: 0.14) with a weighted average number of no-par value shares of 9,592,855 in 2007 (2006: 8,856,665).

64 64 CONSOLIDATED FINANCIAL STATEMENTS V. CONSOLIDATED CASH FLOW STATEMENT (28) Net cash flow from operating activities Operating activities generated inflows of 1,710 thousand in 2007 (2006 inflows: 1,382 thousand ); at 3,258 thousand, operating income/loss before changes in net current assets performed better than in the previous year ( 2,275 thousand). (29) Net cash flow used in investing activities Cash outflows from investing activities equaled 201 thousand (2006: 569 thousand). This is mainly due to acquisition of intangible assets and property, plant and equipment. The disposal in cash and cash equivalents resulting from the sale of subsidiaries totaled 0.3 million. (30) Net cash flow from financing activities Cash inflows from financing activities is attributable to the result of the conversion of convertible bonds in 2007 of 1,000 units and the borrowings in connection with the lease agreements recognized in the financial lease as a liability, less payments on corresponding agreements. (31) Cash and cash equivalents The cash flow statement was calculated on the basis of net cash of 5,537 thousand (previous year: 4,045 thousand). This item exclusively comprises cash. Of this bank balance, 630 thousand (previous year: 456 thousand) is pledged as collateral. VI. OTHER DISCLOSURES (32) Segment reporting For the purposes of segment reporting, a distinction is drawn in the primary segment between business divisions. The activities of Triplan Ingenieur AG (Switzerland), TREVIS Ingenieure AG and the Engineering division of TRIPLAN AG (Germany) are classified under the Engineering Services business domain. VenturisIT GmbH, Venturis GmbH and the recently founded TRIPLAN Consulting GmbH form the Technology Services business domain. As part of the disposal of a division already mentioned, ITandFactory AG and part of the former ITandFactory GmbH, now VenturisIT GmbH, are no longer included in Segment Reporting. Due to the lack of geographic distribution of the Group activities, business activities can only be reported according to the primary reporting format of business segment.

65 CONSOLIDATED FINANCIAL STATEMENTS 65 The Group s business operations are divided into Engineering and Technology Services as follows: Reporting by business segment (segment reporting) 2007 Engineering Services Technology Services Total Attributable income Sales revenues 37,455 4,103 41,558 Sales revenues from long-term contract manufacturing 3, ,022 Changes in inventory Other capitalized internal services ,953 4,138 45,091 Attributable expenses Cost of materials 17, Staff costs 16,090 1,860 17,950 Depreciation and amortization Miscellaneous 2, ,272 37,001 3,490 40,491 Segment result 3, ,600 Costs of Group administration, miscellaneous 1,927 Operating result 2,673 Net financing costs 92 Loss from associated companies 167 Earnings before taxes 2,598 Income tax 528 Net income for the year 2,070 Minority interest (loss) 28 Net income/loss after minority interest 2,042

66 66 CONSOLIDATED FINANCIAL STATEMENTS Reporting by business segment (segment reporting) 2006 Engineering Services Technology Services Total Attributable income Sales revenues 33,433 5,744 39,177 Sales revenues from long-term contract manufacturing 1, Changes in inventory Other capitalized internal services ,574 5,954 40,528 Attributable expenses Cost of materials 14, ,922 Staff costs 15,171 2,830 18,001 Depreciation and amortization Miscellaneous 2,500 1,079 3,579 32,116 5,316 37,432 Segment result 2, ,096 Costs of Group administration, miscellaneous 1,534 Operating result 1,562 Net financing costs 25 Earnings before taxes 1,587 Income tax 326 Net income for the year 1,261 Minority interest (loss) +21 Net income/loss after minority interest 1,282 Costs incurred in the individual divisions are directly attributable to the respective income in this division. There were no significant transactions between the divisions. Invoicing between the divisions is carried out on the basis of internal prices on an arm s length basis. In the Engineering Services business domain, close to 100% of the income was generated from services. The Technology Services business domain achieved sales revenues roughly 77% of which was generated by the Services area (training, consulting, maintenance and customer-specific adaptations) and 23% by the Deliveries area (software and hardware).

67 CONSOLIDATED FINANCIAL STATEMENTS 67 TRIPLAN segment balance sheet 2007 Operating assets thereof Goodwill Operating liabilities Capital expenditure for intangible assets and property, plant and equipment Engineering Services 15,055 2,033 7, Technology Services 4,344 1, All segments 19,399 3,333 7, Miscellaneous TRIPLAN Group 19,718 3,333 7, TRIPLAN segment balance sheet 2006 Operating assets thereof Goodwill Operating liabilities Capital expenditure for intangible assets and property, plant and equipment Engineering Services 13,461 2,033 7, Technology Services 4,931 1, All segments 18,392 3,748 8, Miscellaneous TRIPLAN Group 18,768 3,748 8,

68 68 CONSOLIDATED FINANCIAL STATEMENTS (33) Members of the Supervisory Board and of the Executive Board The following were members of the Executive Board of TRIPLAN AG during the reporting period: Heinz Braun Director of Finance and IT as of January 1, 2006 Walter Nehrbaß Director of Engineering and Chairman of the Executive Board since April 1, 2006 The Supervisory Board comprised the following members: Prof. Dr.-Ing. Joachim W. Hohmann Chairman Management consultant, Bensheim, as of June 24, 2004, Chairman as of October 13, 2004 Other mandates: Chairman of the Supervisory Board of FIM Fertigungsinformationssysteme für den Mittelstand AG, Reutlingen Chairman of the Supervisory Board of iq Company AG, Walluf Dieter Kunkel Deputy Chairman Engineer, Grenzach-Wyhlen Deputy Chairman since March 27, 2002 Rainer Schad Lawyer, Tuttlingen, since January 1, 2006 Other mandates: Chairman of the Supervisory Board of Bodensee Capital AG, Constance Deputy Chairman of the Supervisory Board of AC-Service AG, Stuttgart (34) Total remuneration of the Supervisory Board and Executive Board, and loans extended Total remuneration for the Supervisory Board for the 2006 financial year in accordance with the Articles of Association was 56 thousand (previous year: 56 thousand), distributed as follows: Prof. Dr.-Ing. Joachim W. Hohmann 28,000 Dieter Kunkel 14,000 Rainer Schad 14,000 56,000 The two members of the Executive Board are covered by an accident insurance policy in the amount of 300 thousand each. Heinz Braun Salary 121, Payment in kind (vehicle) 5, Profit sharing 124, Walter Nehrbaß Salary 136, Payment in kind (vehicle) 9, Profit sharing 129,000.00

69 CONSOLIDATED FINANCIAL STATEMENTS 69 Ist diese Zahl richtig? Pension provisions established for former members of the Executive Board stands at 398 thousand (previous year: 408 thousand); pensions paid in 2007 amount to 43,680 thousand. Remuneration for key members of management is 1,315 thousand; these are exclusively current employee benefits as defined by IAS (a). (35) Employees TRIPLAN employed an average workforce of 283 (previous year: 274). (36) Contingent liabilities The debt waiver by NORD/LB results in an obligation arising from a debtor warrant. For the years 2004 to 2008, TRIPLAN is required to pay 50% of applicable net income (net retained profits), up to the amount of 2.0 million, to NORD/LB in the event that positive net income is achieved. (37) List of consolidated subsidiaries Name Registered office Equity interest in % Primary sectors VenturisIT GmbH Bad Soden 100 Sale of IT solutions, consulting Venturis GmbH Ettingen, Switzerland 100 Software development TRIPLAN Consulting GmbH Bad Soden 100 Consulting, services; sale of IT solutions Triplan Ingenieur AG Basel, Switzerland 100 Plant design, consulting, services Triplan Ingenieur s.r.o., CZ Prague, Czech Republic 100 Plant design, consulting, services TREVIS Ingenieure AG Basel, Switzerland 51 Consulting, services Due to its subordinate significance, Triplan Ingenieur s.r.o., Prague, is not included in the consolidated financial statements. In addition to the subsidiaries and the company s headquarters in Bad Soden, there are company-owned branches of TRIPLAN AG in Hamburg, Merseburg, Krefeld, Leverkusen, Karlsruhe, and Burghausen. (38) Holdings in associated companies Name Registered office Equity interest in % Primary sectors ITandFactory GmbH Bad Soden 40 Sale of IT solutions, consulting, development indirectly through ITandFactory GmbH: ITandFactory AG Rheinfelden, Switzerland 40 Sale of IT solutions, consulting

70 70 CONSOLIDATED FINANCIAL STATEMENTS Since the company was founded during the reporting period, no figures are available for the previous year Total assets 2,437 0 Total liabilities Net assets 1,509 0 Group share in the net assets of associated companies Total sales revenues 2,174 0 Total consolidated profit/loss for the period Group share in the consolidated profit/loss for the period of associated companies (39) Other financial obligations Other financial liabilities result solely from lease and rental agreements (operating lease on an arm s-length basis) and comprise the following. The values given in parentheses reflect the values discounted to the date on which the financial statements were prepared. Total Rent Leases Financial year (present value as of Dec. 31, 2007) , (1,103) (751) (352) , (1,099) (726) (373) 2013 et seq (0) (0) (0) 2,358 (2,202) 1,585 (1,477) 773 (725) (40) Declaration of Compliance with the Corporate Governance Code The Supervisory Board and the Executive Board published a Declaration of Compliance with the recommendations of the Government Commission in the German Corporate Governance Code in accordance with Section 161 of the German Joint Stock Companies Act (AktG). (41) Disclosure under the Takeover Directive Implementation Act Direct or indirect holdings in TRIPLAN AG exceeding 10% of the voting rights exist only on the part of BEKO HOLDING AG. As of December 31, 2007, the voting rights of BEKO Holding AG amounted to roughly 49%.

71 CONSOLIDATED FINANCIAL STATEMENTS 71 As of December 31, 2007, the share capital of the company amounted to 9,564,865 and comprises the same number of nopar value bearer shares. Every share conveys the same rights and duties as prescribed by law and grants one vote each in the Annual General Meeting. No shareholder or shareholder group is entitled to special rights, particularly not those granting rights of control. The members of the Executive Board are appointed and discharged in accordance with legal provisions (Sections 84, 85 German Joint Stock Companies Act). The Articles of Association do not contain any special provisions relating to this. In accordance with Section 84 German Joint Stock Companies Act, the term of appointment by the Supervisory Board comprises no more than five years. Reappointment or extension of the term of office for five years at a time is permitted. During the year under review there were no changes in the Executive Board. The Articles of Association may, in accordance with Sections 119 (1) 5, 179 (1) 1 German Joint Stock Companies Act be changed on the basis of a resolution by the Annual General Meeting. In accordance with Sections 179 (2), 133 German Joint Stock Companies Act, the Annual General Meeting passes resolutions regarding changes to the Articles of Association by a simple majority of votes cast and a simple majority of the share capital represented. If the law governing changes to articles of association requires a larger majority, this majority shall determine the vote. Section 12 (4) of the Articles of Association authorizes the Supervisory Board to make changes to the Articles of Association relating only to the wording. The rights of the Executive Board with respect to the issuance of shares can be found in the disclosures in the Notes under section III, sub-item (8). (42) Approval of the financial statements The financial statements were approved for publication by the Supervisory Board of TRIPLAN AG on March 13, Bad Soden, March 13, 2008 TRIPLAN AG Walter Nehrbaß Heinz Braun

72 72 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statement of Changes in Fixed Assets as of December 31, 2007 Acquisition or manufacturing cost Jan. 1, 2007 Additions Financial year Currency translation Disposals Financial year Deconsolidated companies Dec. 31, 2007 I. Intangible assets 1. Concessions, industrial and similar rights and assets, and licenses for such rights and assets 6, ,983 1.a) Patents, industrial and similar rights and assets and licenses for such rights and assets 1, ,864 1.b) Software development costs 4, , Goodwill 6, ,264 5,352 12, ,550 11,335 II. Property, plant and equipment Other plant, operating and office equipment 3, , ,892 III. Non-current financial assets Holdings in associated companies , ,439 1,590 14,764

73 CONSOLIDATED FINANCIAL STATEMENTS 73 Cumulative amortization and depreciation Book values Jan. 1, 2007 Additions Financial year Disposals Financial year Deconsolidated companies Dec. 31, 2007 Book value Dec. 31, 2007 Book value Dec. 31, , , , , , , , ,019 3,333 3,747 8, ,519 3,816 4,654 3, , , , , ,104 4,660 5,213

74 74 CONSOLIDATED FINANCIAL STATEMENTS AKTIENGESELLSCHAFT BAD SODEN REPORT OF THE SUPERVISORY BOARD for the 2007 financial year The Supervisory Board fulfilled the duties and duties incumbent upon it during the 2007 financial year. It monitored the work of the Executive Board and was regularly informed in verbal and written reports by the Executive Board on the position of TRIPLAN AG. The Supervisory Board regularly received and examined the statements and the reports required of the Executive Board. It examined all relevant transactions and held frequent meetings with the Executive Board to discuss business development, strategy and capital measures. The Supervisory Board also dealt thoroughly and promptly with matters requiring its participation in accordance with the law and the Articles of Association. In four regular meetings on February 19, May 7, July 3 and November 21/22, 2007, the Supervisory Board discussed fundamental questions of business, human resources and capital market policy, as well as the financial position of TRIPLAN AG, including budget discussions, future business policy, acquisitions and investments, risk management as well as strategic orientation. The members of the Supervisory Board were also regularly available outside of the regular meetings to advise the Executive Board, to monitor its actions, and to meet with consultants and company employees. In addition, the Chairman of the Supervisory Board exchanged views regularly (at least once a month) with the other members of the Supervisory Board on current issues affecting the daily business of TRIPLAN AG and its affiliates. Following is a detailed overview of the matters discussed in meetings of the Supervisory Board: In the meeting on March 19, the 2006 annual financial statements were approved unanimously in the presence of the auditor. The Supervisory Board was further informed of the progress of the negotiations over the planned joint venture with Neilsoft. The realignment of Venturis and ITandFactory was approved by the Supervisory Board. The meeting on May 7 was held at the Burghausen branch, on which occasion it was presented in detail to the Supervisory Board. The Executive Board also informed the Supervisory Board of the agreements signed in April 2007 with Neilsoft, and of founding VenturisIT GmbH on May 1, Preparations were also made for the Annual General Meeting during this Supervisory Board meeting. The session on July 3 was held after the Annual General Meeting. The shareholders present expressed their utmost satisfaction with the course of the Annual General Meeting and the company s business development. Executive Board Members prepared it very carefully and the presentation they made was very well received. During this meeting, the internal reorganization of Triplan Ingenieur AG in Basel was also approved. Matters discussed in the meeting on November 21/22, 2007 were the 2008 group strategy, the status of collaboration with Neilsoft, the current development of VenturisIT and approval of the 2008 budget for TRIPLAN Engineering Services and TRIPLAN Technology Services. In the area of acquisitions, the Supervisory Board adopted a resolution to agree to the asset deal with InPuncto. The GmbH to be founded will take the name of TRIPLAN Consulting GmbH. Dr. Jürgen Matthes will be the Managing Director. The procedures and systems involved in risk controlling within the company were reported on in depth.

75 CONSOLIDATED FINANCIAL STATEMENTS 75 The annual financial statements of TRIPLAN AG and consolidated financial statements of December 31, 2007, as well as the management report of TRIPLAN AG and the consolidated management report, were audited by Herden Böttinger Borkel Neureiter GmbH, Hamburg, the auditors appointed by the Annual General Meeting and mandated by the Supervisory Board. The auditors found the reports to be consistent with the properly kept accounting books and with statutory requirements. The auditor awarded the annual financial statements of TRIPLAN AG and the 2007 consolidated financial statements an unqualified audit opinion. Documents relating to the financial statements, the annual report and auditor s report on its audit of the annual financial statements and consolidated financial statements were made available to all members of the Supervisory Board in a timely manner before the meeting to approve the accounts. The Supervisory Board reviewed the documents and discussed them in detail with the auditor. The Board unanimously approved the results of the audit. Following the completion of its review, the Supervisory Board made no objections to the financial statements. In its regular meeting on March 13, 2008, the Supervisory Board approved the annual financial statements and the consolidated financial statements prepared by Executive Board for the 2007 financial year in the presence of the auditor. The annual financial statements are therefore adopted. Disclosures in accordance with Section 171 (2) 2 of the German Joint Stock Companies Act and Section 289 (4) as well as Section 315 (4) of the German Commercial Code, if applicable, are made in the Notes. Reference is also made to page 32 of the Consolidated Management Report. No changes occurred in the composition of the Company s governing bodies during the 2007 financial year. The Supervisory Board would like to thank the Executive Board for its extremely successful work for the Company over the past year. Its thanks also go to all employees of TRIPLAN AG and its affiliates for their significant contribution to the success enjoyed by the company during the 2007 financial year. Bad Soden, March 2008 DEng. Joachim W. Hohmann Chairman of the Supervisory Board

76 76 CONSOLIDATED FINANCIAL STATEMENTS AUDIT OPINION We audited the consolidated financial statements prepared by TRIPLAN Aktiengesellschaft, Bad Soden, comprising the balance sheet, the income statement, statement of changes in equity, cash flow statement and the notes to the consolidated financial statements, together with the Consolidated Management Report for the business year from January 1 to December 31, Preparation of the consolidated annual financial statements and the consolidated management report in accordance with IFRS as applicable in the EU and additional applicable provisions of commercial law as stipulated by Section 315a (1) of the German Commercial Code (HGB) and other provisions of the company s articles of association is the responsibility of the company s legally authorized representatives. Our responsibility is to express an opinion on the consolidated financial statements and the consolidated management report based on our audit. In addition we have been instructed to express an opinion as to whether the consolidated financial statements comply in full with IFRS. We conducted our audit of the consolidated financial statements in accordance with section 317 of the HGB and the German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting standards and in the consolidated management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the consolidated management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of the companies included in the consolidated financial statements, the determination of the companies to be included in the consolidated financial statements, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and the consolidated management report. We believe that our audit provides a reasonable basis for our opinion. Our audit did not give rise to any objections. In our opinion, based on the findings of our audit, the consolidated financial statements comply with the IFRSs as adopted by the EU and the supplementary provisions of German commercial law required to be applied under section 315a (1) of the HGB as well as the supplementary provisions of the articles of association and the IFRSs as a whole and give a true and fair view of the current net assets, financial position and results of operations of the Group in accordance with these requirements. The consolidated management report is consistent with the consolidated financial statements, as a whole provides a suitable understanding of the Group s position and suitably presents the opportunities and risks of future development. Hamburg, March 14, 2008 HERDEN BÖTTINGER BORKEL NEUREITER GmbH Wirtschaftsprüfungsgesellschaft (public accounting company) Steuerberatungsgesellschaft (tax consultants) (M. Borkel) Auditor (Th. Laute) Auditor

77 CONSOLIDATED FINANCIAL STATEMENTS 77 CORPORATE GOVERNANCE Declaration of Compliance by TRIPLAN AG with the Corporate Governance Code (2008) On January 22, 2008, the Executive Board and Supervisory Board of TRIPLAN AG submitted a Declaration of Compliance with the recommendations of the Government Commission of the German Corporate Governance Code in accordance with Section 161 of the German Joint Stock Companies Act. The Declaration of Compliance states: Since the last Declaration of Compliance, TRIPLAN AG has complied with the recommendations of the Government Commission of the German Corporate Governance Code in the versions dated June 12, 2006 and June 14, 2007 and intend to continue to comply with the recommendations (in the version dated June 14, 2007) in the future, with the exception of those listed below: Contrary to the determination on D&O insurance (Section 3.8 (2) of the Code), the Company s D&O insurance does not include a deductible. Since the Supervisory Board consists of only three persons, the formation of Supervisory Board committees is not planned (Section 5.3. of the Code). Currently no obligatory age limit for Supervisory Board members (Section sentence 2 of the Code) has been specified. Supervisory Board members are remunerated exclusively with fixed components (Section (2) of the Code). Shares in the company held by the board members will not be disclosed beyond the scope required by law (Section 6.6. (2) of the Code). Moreover, TRIPLAN AG complies with the additional proposals of the Corporate Governance Code. The Corporate Governance Report will comment on this in the annual report on the 2007 financial year ended on December 31, 2007.

78 78 TRIPLAN HISTORY For 40 years, TRIPLAN has offered engineering services for the process industry in German-speaking Europe in the growth sectors of pharmaceuticals and biotechnology, water treatment and the food and power industries and as an outsourcing partner in factory design. Software tools and services ranging from CAD/CAE to lifecycle management make the subsidiary ITandFactory GmbH an innovative solution provider TRIPLAN follows its The Technology The TRICAD design The TRICAD software A modern tool for customers this time Services business software makes its now operates on the industrial services is to Switzerland. The domain is founded. market debut. At the MicroStation market developed: the subsidiary Triplan The plant design tool same time, the port- standard. From TRIBASE lifecycle Ingenieur AG is TRICAD is the com- folio is enhanced by a Austria, it is just a database. TRIPLAN is founded in founded in Reinach pany s first market- focus on building en- small step over the The engineering Bad Soden. The com- near Basel. It succeeds ready product. gineering (TRICAD GT). border to the Czech division and software pany initially provides in acquiring the first Republic: TRIPLAN sales gain an inter- engineering services chemical and phar- ing. s.r.o. is founded. national dimension. to the chemical and maceutical companies In the area of tech- Following many years pharmaceutical there as its customers. nology, the first of collaboration, industries. From the The first major order is multipurpose plant CADISON Software beginning, one thing is also won, representing designed using GmbH and A&H clear: The company an investment of over TRIPLAN s own Informatikgesellschaft structure must be DM 100 million. The modular technology mbh are acquired, decentralized and increase in sales is completed. forming important organized into profit revenues also means Biotechnology is cornerstones of the centers. diversification. added as a further company s IT profile. focus of TRIPLAN s The many years of engineering services. collaboration with chemical giants Roche and NOVARTIS enter a new dimension: TRIPLAN becomes an alliance partner for TRIPLAN becomes an both companies. expert in engineering for public authorities, and in the shadow of the energy crisis in energy saving solutions for production facilities.

79 triplan history TRIPLAN AG floats on the stock exchange. Starting March 19, 2001, TRIPLAN shares can be traded on all seven German stock exchanges under the share ID WKN and the ticker code TPN. Albert Kahn Ass. Inc. (AKW), renowned automotive design firm, uses TRIPLAN tools as partner in the USA. A new software product makes it to the market: TRIPLAN HEXPLAN, a project management tool. Release 5.0 of TRICAD MS (conveyor systems, building engineering and plant design) decisively improves consistency of factory design throughout all technical areas. In the first half of 2002, following successful completion of a pilot project, Daimler- Chrysler AG commissions complete 3-D recording of all service systems in Halls of the Rastatt location. The founding of IT GmbH brings together all IT activities of the TRIPLAN Group with the aim of significantly improving the company s market presence. In December 2002, the company leaves the SMAX small-cap market. Capital-market communications on the regulated market continue with the usual high standards. On January 1, IT activities are bundled in the subsidiary ITandFactory GmbH. The services offered range from plant, factory and building systems design and data management to IT consulting, assisting the automotive industry in digital factory design. ITF turns itself around, recording a profit for the year. Release 6.x is complete. In Austria, Engineering Services becomes an outsourcing partner of DSM. Company founder and now CEO Reinhard Meier leads the company out of an economic crisis. With several capital measures and a program of restructuring, Reinhard Meier manages to rebuild the company, expand its business activities and lay a course for the future growth of TRIPLAN AG. Cost reduction measures and several major orders with volumes of over 10 million put TRIPLAN AG back into the black. Reinhard Meier steps down from the Executive Board as planned on March 31, The Supervisory Board appoints Walter Nehrbass as new Director of Engineering. Since January 1, 2006, Heinz Braun has been Director of Finance and IT. As of January 1, Heinz Braun appointed Executive Board member for Finance and IT. On March 31, Reinhard Meier terminates his activities as Executive Board member as planned. Walter Nehrbass is appointed Director of Engineering and Chairman of the Executive Board starting April 1. A framework agreement signed with OMV Vienna (international mineral oil company). Establishment of TREVIS Engineering AG, Switzerland; TRIPLAN holds 51% of shares. Set objectives are exceeded! Total operating performance of 41 million achieved with 1.6 million EBIT. General design contract from Shell for KataLeuna. Founding of TRIPLAN Consulting GmbH as 100% subsidiary. Joint venture with Neilsoft Ltd., India, in Technology Services. BEKO takeover bid favorably received..