13.11.2012 Views

Consolidated Financial Statements - L. Possehl & Co. mbH

Consolidated Financial Statements - L. Possehl & Co. mbH

Consolidated Financial Statements - L. Possehl & Co. mbH

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Annual Report 2005<br />

HEALTHY GROWTH –<br />

Profi table and Robust


At a glance<br />

L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> is a management holding company based in Lübeck, Germany. Under our leadership, there<br />

were approximately 4,300 people employed worldwide during the reporting period, working in about 50 various<br />

companies toward the joint success of the Group. Our subsidiaries are divided into three core business segments:<br />

Production, Trading and Services. They are each extremely independent in their market operations. In 2005, the<br />

Group achieved annual sales of € 809 million, with profi t from ordinary operations totaling € 36 million.<br />

Key Figures<br />

2001 2002 2003 2004 2005<br />

Earnings<br />

Sales € million 1,084 1,076 1,016 695 809<br />

International € million 655 619 436 474 565<br />

Germany € million 429 456 580 221 244<br />

Result from ordinary operations € million -6 28 9 22 36<br />

<strong><strong>Co</strong>nsolidated</strong> net profi t € million -34 21 7 17 26<br />

Dividend € million - 5 3 5 5<br />

EBIT ratio % -1.9 3.4 2.6 3.9 5.3<br />

Return on equity before taxes % -14.0 17.2 10.8 13.3 20.6<br />

Balance sheet<br />

Balance sheet total € million 541 499 493 442 533<br />

Fixed assets € million 190 172 157 147 150<br />

Capital expenditures € million 39 25 39 37 24<br />

Depreciation € million 57 27 31 18 19<br />

Cash and cash equivalents € million 13 12 10 45 57<br />

Other current assets € million 331 307 321 249 324<br />

Shareholders’ equity € million 187 184 174 182 202<br />

Equity ratio % 34.6 36.9 35.3 41.1 37.9<br />

<strong>Financial</strong> data<br />

Net debt € million 118 93 103 40 35<br />

Gearing (net debt/equity) % 63.1 50.5 59.2 22.2 17.3<br />

Employees<br />

Total number of employees Ø 4,578 4,281 4,373 3,659 4,267<br />

Germany Ø 1,882 1,890 1,815 789 1,190<br />

International Ø 2,696 2,391 2,558 2,870 3,077


One of our most critical strengths is our company composition:<br />

We are focused when it comes to the various industries<br />

and diversifi ed in our corporate portfolio.<br />

Production<br />

Our business division Production is comprised<br />

of experienced industrial companies<br />

whose efforts are focused on the production<br />

of promising products for the future.<br />

The special characteristics of these companies<br />

include a high level of specialization<br />

as well as particular niche know-how. Our<br />

customers stem from the areas of trade,<br />

craft and the processing industry.<br />

Precious Metals Processing<br />

Heimerle – Meule G<strong>mbH</strong>, Pforzheim<br />

Electronics<br />

<strong>Possehl</strong> Electronics N.V.,<br />

‘s-Hertogenbosch (Netherlands)<br />

Elastomer-Processing<br />

Harburg-Freudenberger Maschinenbau<br />

G<strong>mbH</strong>, Hamburg<br />

Special-Purpose <strong>Co</strong>nstruction<br />

<strong>Possehl</strong> Spezialbau G<strong>mbH</strong>, Wiesbaden<br />

Textile Finishing Systems*<br />

A. Monforts Textilmaschinen G<strong>mbH</strong> & <strong>Co</strong>.<br />

KG, Mönchengladbach<br />

Cleaning Machines*<br />

Hako Holding G<strong>mbH</strong> & <strong>Co</strong>. KG,<br />

Bad Oldesloe<br />

2005 2004<br />

Sales 459.8 326.6<br />

EBT<br />

Capital<br />

29.0 13.8<br />

expenditures 15.6 16.0<br />

Employees 3,914 3,284<br />

* since 2006<br />

Our Group<br />

Trading<br />

Taking center stage in the Trading business<br />

division is International Trading, which is<br />

comprised of goods for both industry and<br />

the trades across the entire globe. This<br />

business segment is based on many years<br />

of experience coupled with a network that<br />

has grown and developed from within.<br />

Trading is the origin of <strong>Possehl</strong>’s business<br />

activities.<br />

International Trading<br />

<strong>Possehl</strong> Erzkontor G<strong>mbH</strong>, Lübeck<br />

<strong>Possehl</strong> Inc., Park Ridge, New Jersey (USA)<br />

2005 2004<br />

Sales 338.9 359.2<br />

EBT<br />

Capital<br />

11.7 13.2<br />

expenditures 1.3 2.0<br />

Employees 238 256<br />

L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong><br />

Services<br />

April 2005<br />

Acquisition of Harburg-Freudenberger<br />

Maschinenbau G<strong>mbH</strong>, Hamburg<br />

Within the Services business segment, we<br />

gear our focus on service areas that augment<br />

our portfolio in a meaningful way.<br />

Locally we offer services in the area of<br />

environmental protection and outside of<br />

Germany we offer services in the areas<br />

of insurance and freighting services for<br />

commercial undertakings, shipping companies,<br />

shipyards and freight forwarders,<br />

to name a few.<br />

Environmental Protection<br />

<strong>Possehl</strong> Umweltschutz G<strong>mbH</strong>, Lübeck<br />

Broker Activities<br />

Lubeca Versicherungskontor G<strong>mbH</strong>,<br />

Lübeck<br />

Teutonia Fracht- und Assekuranzkontor<br />

G<strong>mbH</strong>, Lübeck<br />

2005 2004<br />

Sales 10.1 9.3<br />

EBT<br />

Capital<br />

1.4 1.3<br />

expenditures 0.3 0.3<br />

Employees 70 70


Investments<br />

By means of our Investments business segment,<br />

we acquire and hold fi nancial investments.<br />

Prerequisites for being included<br />

in our range of participating interests are<br />

that a company be profi table over the long<br />

term and that its business activities fi t into<br />

our portfolio.<br />

Norddeutsche Affi nerie AG, Hamburg<br />

Equity interest: 10 %<br />

o.m.t. Oberfl ächen- und Materialtechnologie<br />

G<strong>mbH</strong> & <strong>Co</strong>. KG, Lübeck<br />

Equity interest: 25 %<br />

Holsteiner Humus und Erden G<strong>mbH</strong>,<br />

Lübeck<br />

Equity interest: 33.33 %<br />

Milestones in 2005/2006<br />

January 2006 January 2006 February 2006 April 2006<br />

Disposal of a 10%<br />

share in Süd-Chemie<br />

AG, Munich<br />

Acquisition of a majority share<br />

in Hako Holding G<strong>mbH</strong> & <strong>Co</strong>. KG,<br />

Bad Oldesloe<br />

Acquisition of the<br />

remaining shares in<br />

<strong>Possehl</strong> Electronics<br />

N.V., ‘s-Hertogenbosch,<br />

Netherlands<br />

Sales by business segment<br />

in € million<br />

338.9<br />

■ Services<br />

■ Trading<br />

■ Production<br />

Acquisition of A. Monforts<br />

Textilmaschinen G<strong>mbH</strong> & <strong>Co</strong>. KG,<br />

Mönchengladbach<br />

10.0<br />

459.8


Table of <strong>Co</strong>ntents<br />

Letter from the Executive Board 2<br />

<strong>Co</strong>mpany Boards 4<br />

Letter from the Advisory <strong>Co</strong>uncil 5<br />

HEALTHY GROWTH – Profi table and Robust 7<br />

Group Management Report 12<br />

Overview 12<br />

Group structure and business activities 12<br />

General economic conditions and course of business 16<br />

Net assets, earnings and fi nancial position 16<br />

Employees 23<br />

Research and development 24<br />

Risk management 25<br />

Supplementary report and outlook 26<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong> 28<br />

Auditors’ Report 49<br />

Overview of Participations 50<br />

<strong>Co</strong>ntacts and Imprint<br />

1


2<br />

Uwe Lüders<br />

Dr Egon Rudolph<br />

Letter from the Executive Board<br />

Letter from the Executive Board<br />

DEAR BUSINESS PARTNERS, DEAR READERS,<br />

We can once again look back on a successful fi scal year:<br />

earnings before taxes jumped by 65 % to € 36.3<br />

million, with sales growth of 16 %. These fi gures<br />

prove that we are on a profi table course of<br />

growth. This satisfactory trend is the result<br />

of the fi rst-time consolidation of the world<br />

market leader for tire production systems,<br />

Harburg-Freudenberger, which we acquired<br />

in April of 2005, as well as from the consid-<br />

erable increase in productivity and important<br />

structural improvements in the existing<br />

business segments.<br />

Because of this good business development,<br />

the holding company L. <strong>Possehl</strong> &<br />

<strong>Co</strong>. <strong>mbH</strong> can pay out a dividend of € 5<br />

million to the <strong>Possehl</strong> Stiftung (<strong>Possehl</strong><br />

Foundation) from its € 9.5 million net profi t<br />

for the year 2005.<br />

All business divisions of the <strong>Possehl</strong> Group achieved<br />

positive results in fi scal year 2005. The Electronics and<br />

International Trading business divisions continue to be the<br />

main contributors to these good results. Despite the fi nancing of<br />

the acquisition of Harburg-Freudenberger, we were able to reduce the net<br />

debt from € 40.4 million to the current € 35.5 million. This gives us an extremely solid<br />

balance sheet again in 2005.<br />

Overall, we were able to fully realize the objectives we had planned for the year under review.<br />

We are also on the targeted growth course with respect to the budgeted data for the current<br />

fi scal year.<br />

In addition to the acquisition of Harburg-Freudenberger, we also acquired the remaining 19.9 % interest in <strong>Possehl</strong><br />

Electronics N.V. for our Electronics business division from our Hong Kong-Chinese partner, effective at the beginning<br />

of the year 2006. Due to the exclusive, operational control of this business division, growth opportunities<br />

for other companies within our Group are also evolving, as is the possibility of using the advantages provided by<br />

an Asian location.<br />

Also effective at the beginning of the year 2006, we acquired operational control of the international cleaning<br />

and sweeping machine specialist Hako Holding G<strong>mbH</strong> & <strong>Co</strong>. KG in Bad Oldesloe through a majority interest. With<br />

this acquisition of shares we were able to establish a new business division, further strengthening the Group.


With sales of approximately € 350 million and 2,100 employees, Hako is one of the worldwide leading<br />

manufacturers of machines for indoor and outdoor cleaning, as well as for property maintenance.<br />

The company provides high-quality, economically effi cient solutions for the professional cleaning and<br />

preservation of indoor and outdoor surfaces. The strengths of this company, which was previously<br />

family-owned for over 50 years, lie in its custom-made, innovative quality products and its closemeshed<br />

sales and service network.<br />

With the disposal of our shares in Süd-Chemie AG carried out in early 2006, we took advantage of<br />

the opportunity to further improve our fi nancial strength. The fi nancial resources from the sale of<br />

our minority interest in Süd-Chemie expand our scope for the additional purchase of other business<br />

divisions.<br />

By means of the acquisition of A. Monforts Textilmaschinen G<strong>mbH</strong> & <strong>Co</strong>. KG in Mönchengladbach on<br />

April 1, 2006, we reaffi rm our growth objectives for the current fi scal year as well. The Monforts<br />

Textilmaschinen Group, with its 375 employees, last achieved sales of approximately € 110 million<br />

and is a world market and technology leader in textile fi nishing systems in the high-quality segment.<br />

The tradition-rich family undertaking, founded in 1884, manufactures textile machines and systems<br />

for the processing and coating of woven and knitted goods and is the most important manufacturer,<br />

offering virtually a complete vertical range of manufacture in the fi eld of textile fi nishing. This<br />

Mönchengladbach-based company is internationally represented through its production locations in<br />

Austria (Wolkersdorf – St. Stephan), Switzerland (Oberaach) and via a joint venture in China (Hong<br />

Kong, Shenzhen). Its percentage of exports is over 90 %. With respect to worldwide sales, the company<br />

is focusing on the growth markets of Asia.<br />

In 2006, the <strong>Possehl</strong> Group will grow in size, with sales of over € 1.2 billion and more than<br />

6,700 employees. It will thereby further increase its strength and robustness. We will use this strong<br />

foundation to increase our corporate value on a sustained basis.<br />

Our strategic orientation envisions <strong>Possehl</strong> as a suitable successor owner or new owner of<br />

medium-sized companies. When competing with private equity investors, we successfully set<br />

ourselves apart by offering family businesses a long-term, solidly laid-out and secure view toward<br />

the future following acquisition. To further strengthen the <strong>Possehl</strong> Group, we will continue with our<br />

policy of growth in 2006. In order to accomplish this, we will continue to seek out company owners<br />

who wish to transfer their enterprises over to safe and responsible hands.<br />

Yours sincerely,<br />

Uwe Lüders Dr Egon Rudolph<br />

3


4<br />

<strong>Co</strong>mpany Boards<br />

EXECUTIVE BOARD<br />

Uwe Lüders<br />

Lübeck, Chairman<br />

Dr Egon Rudolph<br />

Bad Schwartau<br />

since May 19, 2005<br />

Dr Fred Wilsdorf<br />

Hamburg<br />

until March 31, 2006<br />

SUPERVISORY BOARD<br />

Dr Helmuth Pfeifer<br />

Lübeck, Chairman<br />

Attorney and Notary Public<br />

Gerd Rischau<br />

Lübeck, Deputy Chairman<br />

Senator (ret.)<br />

Volker Fritz *<br />

Gutenberg<br />

Applications engineer<br />

* elected by employees<br />

<strong>Co</strong>mpany Boards | Letter from the Advisory <strong>Co</strong>uncil<br />

ADVISORY COUNCIL<br />

Dr Lutz Peters<br />

Hamburg, Chairman<br />

CEO of AOH Nahrungsmittel G<strong>mbH</strong> & <strong>Co</strong>. KG<br />

Dr Helmuth Pfeifer<br />

Lübeck, Deputy Chairman<br />

Attorney and Notary Public<br />

Dr Stephan Bartelt<br />

Lübeck<br />

Businessman<br />

Dr Manfred Biermann<br />

Lübeck<br />

Certifi ed Public Accountant<br />

Theo Dräger<br />

Lübeck<br />

Chairman of the Supervisory Board of Dräger Medical AG & <strong>Co</strong>. KG<br />

Gerd Rischau<br />

Lübeck, until April 25, 2005<br />

Senator (ret.)<br />

Dr Werner Marnette<br />

Hollenstedt, since April 25, 2005<br />

Chairman of the Executive Board of Norddeutsche Affi nerie AG<br />

Martin Salzmann<br />

Lübeck<br />

Entrepreneur


Dr Lutz Peters<br />

Letter from the Advisory <strong>Co</strong>uncil<br />

LADIES AND GENTLEMEN,<br />

The Executive Board of L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> has kept the Advisory <strong>Co</strong>uncil informed on a regular basis during<br />

fi scal year 2005 regarding the course of business, the earnings and fi nancial position of the company, investment<br />

activities and possible corporate acquisitions.<br />

The Advisory <strong>Co</strong>uncil has advised the Executive Board and performed the duties incumbent<br />

upon it in its role as the corporate supervisory board. The Advisory <strong>Co</strong>uncil has been<br />

comprehensively informed about important business transactions within the scope of the<br />

regular reporting procedures as well as outside of the advisory council meetings. A timely<br />

and detailed relaying of information regarding the progress of business as well as the<br />

economic position of the company and the individual Group companies was thereby<br />

assured. The chairman of the Advisory <strong>Co</strong>uncil also remained in close contact with the<br />

Chairman of the Executive Board of the company.<br />

The Advisory <strong>Co</strong>uncil convened for four ordinary and two extraordinary meetings in fi scal<br />

year 2005. During these meetings, the Advisory <strong>Co</strong>uncil discussed in detail the company<br />

situation, the completed and pending corporate purchases and disposals, the consolidated<br />

fi nancial statements of the company and the corporate strategy. The Advisory <strong>Co</strong>uncil reviewed all important individual<br />

business transactions and made decisions regarding any events brought forth that required its approval.<br />

Of particular signifi cance were the discussions and approvals regarding the acquisition of the company currently<br />

trading under the name of Harburg-Freudenberger Maschinenbau G<strong>mbH</strong>, the majority acquisition of Hako Holding<br />

G<strong>mbH</strong> & <strong>Co</strong>. KG and the acquisition of the remaining 19.9 % of shares in <strong>Possehl</strong> Electronics N.V. Detailed advice<br />

was also provided regarding the disposal of the 10 % share in Süd-Chemie AG and the management buy-out of<br />

Bewehrungstechnik Pätau-<strong>Possehl</strong> G<strong>mbH</strong>.<br />

The annual fi nancial statements and the consolidated fi nancial statements were prepared according to the<br />

principles of the German <strong>Co</strong>mmercial <strong>Co</strong>de (HGB). BDO Deutsche Warentreuhand Aktiengesellschaft,<br />

Wirtschafts prüfungsgesellschaft, Hamburg, audited the individual and consolidated fi nancial statements of<br />

L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong>, the management report and group management report and provided them each with an<br />

unqualifi ed auditors’ certifi cate.<br />

In its meeting of May 4, 2006, in the presence of the auditors, the Advisory <strong>Co</strong>uncil provided detailed advice as<br />

to the auditors’ report as well as the main points and results of the audit. The Advisory <strong>Co</strong>uncil agreed with the<br />

results of the audit without any objections.<br />

5


6<br />

In agreement with the Supervisory Board of the company, the Advisory <strong>Co</strong>uncil approved the<br />

annual fi nancial statements and the consolidated fi nancial statements and recommends that the<br />

share holder approve the annual fi nancial statements. The Advisory <strong>Co</strong>uncil agrees with the Executive<br />

Board’s proposal on the appropriation of profi ts.<br />

Dr Egon Rudolph has been appointed as a member of the Executive Board, effective as of May 19,<br />

2005. On March 31, 2006 Dr Fred Wilsdorf stepped down from the Executive Board of L. <strong>Possehl</strong> &<br />

<strong>Co</strong>. <strong>mbH</strong>. The Advisory <strong>Co</strong>uncil thanks him for his contributions.<br />

Mr. Senator Gerd Rischau (ret.) stepped down from the Advisory <strong>Co</strong>uncil of the company as of<br />

April 25, 2005. The Advisory <strong>Co</strong>uncil would like to thank Mr. Rischau for the work he performed<br />

while on this board. The shareholder has appointed Dr Werner Marnette as the new member of the<br />

Advisory <strong>Co</strong>uncil, effective as of April 25, 2005.<br />

The Advisory <strong>Co</strong>uncil would like to thank the Executive Board, the managing directors of the Group<br />

companies and all employees of the <strong>Possehl</strong> Group for their dedicated and successful service during<br />

the past fi scal year.<br />

Lübeck, May 4, 2006<br />

The Advisory <strong>Co</strong>uncil<br />

Dr Lutz Peters<br />

Chairman<br />

Letter from the Advisory <strong>Co</strong>uncil | HEALTHY GROWTH


HEALTHY<br />

GROWTH –<br />

Profi table and Robust<br />

<strong>Possehl</strong> has already evolved very successfully for more than six generations under this motto.<br />

This guideline helps us through turbulent times such as these, in particular.<br />

Following the initial corporate acquisitions of the past year and in the fi rst few months of the<br />

current year, we are continuing to be on the lookout for new partners – partners that fi t with us,<br />

are capable and have a solid foundation, a good market position and a positive image. They stem<br />

from mature industries with robust structures and ideally render a service that is diffi cult to<br />

replace. We are open-minded and look forward to having new members join our Group.<br />

We promise all of our companies that they will have the capacity to grow, and with a healthy<br />

corporate perspective. We grow because our companies develop successfully. We preserve their<br />

corporate scope for development and support them on a strategic and fi nancial level. Our com-<br />

panies grow because they are able to concentrate on that which sets them apart: achieving good<br />

performance, on the basis of their particular know-how and their many years of experience.<br />

7


Our goal is to achieve optimum profi t, not maximum profi t.<br />

We manage our business according to healthy, operational income<br />

objectives. We want to generate a solid dividend each year<br />

along with appropriate economic means for fi nancing incomeoriented<br />

growth. Our companies come from production, trading<br />

and special services areas. What they have in common is the fact<br />

that they operate in robust market structures, their business is<br />

clearly defi nable and their success is not speculative.<br />

Growing –<br />

healthily!


<strong>Co</strong>ntinuing to develop –<br />

for the long term!<br />

Quality is the central basis for success. We are interested in longterm<br />

success. That is why we make sure that the business of our<br />

companies is based on a strong foundation – and that their business<br />

has prospects for the long run as well. We also ensure that<br />

our companies keep these prospects in mind.<br />

Truly solid success is reached through steadiness and planning,<br />

not by chance. When we incorporate a new company into our<br />

Group, we have not only thoroughly checked it out beforehand<br />

to ensure that it will fi t with us. We have also scoped out the<br />

path that it will embark upon with us. We want our companies to<br />

develop over the long term and be successful.


Being successful –<br />

together!<br />

If the parts win, the sum of the parts wins even more. A company that is globally<br />

positioned with its group of companies needs a solid link to hold the various parts<br />

together and provide orientation. As a holding company, we have a key role in this<br />

regard. We have developed a sustainable philosophy over the past several generations,<br />

which we carry on in our companies. We support our companies by providing<br />

them with security; and we promote them by challenging their entrepreneurial<br />

spirit. As a holding company, we thrive on strong and successful companies.<br />

And vice versa: our companies profi t from our strong holding capability.


Mastering challenges –<br />

with strength from within<br />

Our companies are strong. But they, too, must stand up to strong competition in<br />

their business on a daily basis. They draw on their long-standing experience and<br />

special know-how to accomplish this. As a result, their products and services are<br />

excellent across the board. The particular strength of our companies lies in the<br />

fact that their products and services are unique and not easy to come by from the<br />

competition.<br />

As a strategic management holding company, we carve out objectives and routes<br />

together with our companies. The companies themselves then set out on these<br />

different routes – operating largely under their own responsibility. We can depend<br />

on our companies! The reason for this is that they have outstanding executives in<br />

the top positions, who are very familiar with their market and its challenges. As the<br />

holding company, we maintain the required closeness by means of fi rm fi nancial<br />

management and a regular system of reporting. We can therefore head off a crisis<br />

at an early stage.


12<br />

Overview 12<br />

Group structure and business activities 12<br />

General economic conditions and course of business 16<br />

Net assets, earnings and fi nancial position 16<br />

Employees 23<br />

Research and development 24<br />

Risk management 25<br />

Supplementary report and outlook 26<br />

Overview | Group structure and business activities<br />

Group Management Report<br />

OVERVIEW<br />

<strong>Possehl</strong> grows and increases earnings<br />

Fiscal year 2005 was a successful one for the <strong>Possehl</strong> Group. Following<br />

a decline in the previous year, sales revenues in the<br />

reporting period were able to advance by double digits to<br />

€ 808.7 million. The Group net profi t for the year also<br />

increased signifi cantly by € 9.6 million to € 26.5<br />

million. This positive development pertains to<br />

virtually all Group divisions. The successful acquisition<br />

of the Harburg-Freudenberger Group<br />

on April 1, 2005 also contributed considerably<br />

to the positive sales and earnings trend.<br />

All operating business divisions<br />

developing positively<br />

Following the extensive portfolio changes<br />

made over the last several years, we were<br />

back in the black for all of the operating<br />

business divisions of our Group in fi scal<br />

year 2005.<br />

Growth trend continues as year<br />

commences<br />

The high level of liquid funds on hand and the<br />

good cash fl ow enable us, in addition to internal,<br />

organic growth, to also grow by means of further<br />

acquisitions. Important steps were taken in this direction<br />

at the beginning of the year 2006 through taking over a<br />

majority interest in the Hako Group and through the acquisition of the<br />

Monforts Textilmaschinen Group.<br />

GROUP STRUCTURE AND BUSINESS ACTIVITIES<br />

The Group structure is divided into four business segments<br />

L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> is the managing holding company of the operational<br />

companies that belong to the <strong>Possehl</strong> Group. The <strong>Possehl</strong> Group is involved in the<br />

business segments of Production, Trading, Services and in the management of<br />

investments. The following summary provides an overview of the individual business<br />

segments in the reporting year:


PRODUCTION BUSINESS SEGMENT<br />

The Production business segment includes the four business divisions<br />

Precious Metals Processing, Electronics, Elastomer-Processing and<br />

Special-Purpose <strong>Co</strong>nstruction.<br />

Precious Metals Processing: Heimerle + Meule is a full-service provider<br />

for the recycling of precious metals, in particular gold, silver and<br />

platinum. The reclaimed materials are further processed into semi-fi nished<br />

products, salts and alloys. Customers include the jewelry industry,<br />

automobile suppliers, the electric and electronics industries and<br />

dental companies.<br />

The semi-fi nished products are provided to the jewelry industry in the<br />

form of wires, bands, tubes and molded ring blanks. The range of services<br />

is augmented by small electroplating devices, electroplating baths<br />

and services in decorative commercial electroplating. The dental division<br />

supplies dentists and dental laboratories with precious metal dental<br />

alloys, modern veneered ceramics and innovative dental devices.<br />

<strong>Co</strong>ntact materials in various shapes are manufactured in Pforzheim for<br />

companies involved in electrical engineering. Bands and drum goods<br />

can be commercially electroplated in a high-performance electroplating<br />

process.<br />

L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong><br />

Production Trading Services Investments<br />

Precious Metals Processing<br />

Electronics<br />

Elastomer-Processing<br />

Special-Purpose <strong>Co</strong>nstruction<br />

International Trading<br />

Environmental Protection<br />

Broker Activities<br />

Electronics: this business division and the companies within it specialize<br />

in the production of lead frames. The focus of activities is in Asia<br />

– China, Malaysia and Singapore.<br />

Lead frames are primarily copper-based, multi-channel conductor and<br />

carrier units to which silicon chips are attached. As an integrated lead<br />

frame manufacturer, <strong>Possehl</strong> Electronics is taking over the stamping<br />

and etching production of the copper elements, as well as the subsequent<br />

electroplate coating and special mounting. The scope of products<br />

ranges from the low-channel discrete components, which are used<br />

for individual transistors or light-emitting diodes, to power lead frames,<br />

which must meet particularly high thermal demands, to lead frames<br />

for integrated circuits, as used in mobile telephones, motor vehicles or<br />

computers, for example.<br />

<strong>Possehl</strong> Electronics has already achieved a large market share with<br />

respect to European customers. But even the Asian growth markets<br />

– primarily China – are continuing to take on more importance. With<br />

its operating companies in Europe, Asia and North America, <strong>Possehl</strong><br />

Electronics is now number fi ve among the globally active producers and<br />

providers of lead frames for the semiconductor industry. The two North<br />

American sites are also among the leading providers of copper-based<br />

plug connections.<br />

Elastomer-Processing: The Harburg-Freudenberger Group is the<br />

global market leader for tire production systems. With its 150-year tradition,<br />

this company is comprised of three divisions, specifi cally natural<br />

rubber, rubber compound and edible oil technology.<br />

13


14<br />

Harburg-Freudenberger provides the rubber and natural rubber processing<br />

industry with an extensive range of machinery and know-how for all<br />

of the essential production stages, from raw material preparation to<br />

natural rubber processing to vulcanization. Plants that produce tires<br />

are therefore particularly important.<br />

In the fi eld of edible oil technology, worm extruders for the preparation<br />

of oilseed as well as for meat and bonemeal production, machines<br />

for solvent extraction for the edible oil industry and refi ning systems<br />

for plant and animal oils and fats have been developed, produced and<br />

marketed for over 80 years.<br />

The group has two internal production sites in Harburg (natural rubber<br />

technology, edible oil technology) and in Freudenberg (rubber compound<br />

technology) as well as subsidiaries in the USA, Croatia and the<br />

new sales companies in France and Russia established in 2005.<br />

Special-Purpose <strong>Co</strong>nstruction: The <strong>Co</strong>nstruction business division<br />

is positioned as a specialist for surface processing in airport, industrial<br />

and road construction. The companies in this business division<br />

include sites in Germany, the Netherlands, Austria, Slovenia, Croatia,<br />

Spain, France and Belarus. The managing company is <strong>Possehl</strong><br />

Spezialbau G<strong>mbH</strong> in Wiesbaden.<br />

The companies of the Spezialbau Group carry out maintenance and<br />

repair work on traffi c areas made of asphalt and concrete. These special<br />

constructive measures serve both to preserve the substance and<br />

to improve the surface characteristics of traffi c areas in interior and<br />

exterior zones. Its competence as a full-service provider is the reason<br />

for the good market position enjoyed by the Group.<br />

Through its joint technology and the Katfi x and EP-Grip products,<br />

<strong>Possehl</strong> Spezialbau is involved in both the new construction of streets<br />

and the preservation, repair and safeguarding of existing traffi c routes.<br />

The group of companies manufactures high-quality building protection<br />

products on the basis of reaction resins, which are known on the market<br />

as cds-building protection products. Another important brand-name<br />

product of <strong>Possehl</strong> Spezialbau is its anti-skid facings in the form of<br />

coatings for runways, which help improve fl ight safety both at home and<br />

abroad. The coating system developed by <strong>Possehl</strong> Spezialbau reduces<br />

the off-times on runways during installation and is being used throughout<br />

Europe at numerous large civilian and military airports.<br />

Group structure and business activities<br />

Group Management Report<br />

TRADING BUSINESS SEGMENT<br />

The Trading business segment is represented at <strong>Possehl</strong> by the International<br />

Trading unit. The companies of the Erzkontor- and <strong>Possehl</strong> Inc.<br />

Group belong to this unit. The companies of the Erzkontor Group are<br />

represented primarily in Europe and Asia; the regional focal point of<br />

activities of the <strong>Possehl</strong> Inc. Group is in North and South America.<br />

<strong>Possehl</strong> Erzkontor: <strong>Possehl</strong> Erzkontor G<strong>mbH</strong> is one of the two management<br />

companies of the <strong>Possehl</strong> Group and concentrates mainly on<br />

international trading. The business is operated primarily from the central<br />

offi ce in the Hanseatic city of Lübeck, with the help of a subsidiary<br />

in Hong Kong and offi ces in Krefeld, Paris, Bratislava, Jekaterinburg,<br />

Beijing, Dalian and Chennai. Affi liated companies in Schiedam, Wesel,<br />

Krefeld and Duisburg round out the activities of the group.<br />

The main areas of concentration of the Erzkontor Group are in commercial<br />

trade with raw materials for the fi reproof and metallurgical<br />

industry, the chemical, welding electrode, cement, plastics and paper<br />

industries. Trade activities include representing well-known mines and<br />

producers as well as free commercial transactions. In addition to the<br />

drop shipment business, the storage and processing sector also plays<br />

an important role.<br />

With its commercial and technical competence as a long-term provider<br />

of industrial minerals, its international know-how and global orientation,<br />

the Erzkontor Group is assured of a strong position in the market. This<br />

position could also be expanded during the last several years due to the<br />

fact that additional activities were grouped around the actual core business<br />

– international trading in raw materials for the fi reproof and metallurgical<br />

industry. Today, with the help of modern grinding aggregates,<br />

crushing and sifting plants, the Erzkontor Group can manufacture all of<br />

the usual standard grains and grinding fi nenesses at various locations<br />

within Europe. All processing operations are certifi ed according to the<br />

applicable DIN EN ISO norms. Three German operating sites also have<br />

the special approvals required for the processing and mixing of waste<br />

materials from the steel and other industries.<br />

<strong>Possehl</strong> Inc.: During the reporting period, the USA-based <strong>Possehl</strong> Inc.<br />

Group consisted of the two primary trading companies <strong>Possehl</strong> Inc.<br />

and Alumina Trading <strong>Co</strong>., fi ve affi liated companies and a purchasing


company. It sells industrial raw materials to customers in North and<br />

South America. The group’s main business consists of trading in industrial<br />

raw materials for the fi reproof, metallurgy and chemical fi elds. The<br />

<strong>Possehl</strong> Inc. Group rounds out its range of offerings with shipping and<br />

logistics services. The People’s Republic of China therefore serves the<br />

American companies as a signifi cant source of procurement.<br />

SERVICES BUSINESS SEGMENT<br />

The Services business segment includes the companies<br />

<strong>Possehl</strong> Umweltschutz G<strong>mbH</strong> and the broker activities of Lubeca<br />

Versicherungskontor G<strong>mbH</strong> and Teutonia Fracht- und Assekuranzkontor<br />

G<strong>mbH</strong>.<br />

Environmental Protection: A recognized specialist, <strong>Possehl</strong> Umweltschutz<br />

handles the new construction, reconstruction and expansion<br />

and revision of tank farms. The company remedies pollution mishaps<br />

and oil spills on national highways and autobahns as well as bodies of<br />

water and gathers solid and liquid waste materials which are conveyed<br />

to thermal recycling.<br />

The Gesellschaft für das Recycling kontaminierter Industriebrachen<br />

<strong>mbH</strong> (GRKI) (recycling of contaminated brownfi elds company) operates<br />

four recycling yards in the urban area of Lübeck.<br />

Broker Activities: Lubeca Versicherungskontor G<strong>mbH</strong> offers insurance<br />

services of all types for the private, commercial and industrial<br />

sectors. By means of its many years of excellent connections to the entire<br />

insurance market, favorable coverage solutions can be worked out<br />

with customers. The activities of Lubeca Versicherungskontor G<strong>mbH</strong><br />

are rounded out by the historically evolved transport insurance division,<br />

in which the company is authorized to sign for and re-present a number<br />

of domestic and overseas insurers as an authorized agent of the insurer<br />

with stock exchange authorization.<br />

Teutonia Fracht- und Assekuranzkontor G<strong>mbH</strong> arranges the global<br />

transport of containers as well as bulk cargo and bulk goods. Included<br />

in its activities are the chartering of ships and cargo, the clearance of<br />

seagoing vessels and completing all transactions within the environment<br />

of ship’s agents and ship’s brokers. The company also acts as<br />

an insurance broker both in the placement and handling of insurance<br />

transactions in the product and transport sector.<br />

HOLDING COMPANY/INVESTMENTS<br />

In this business segment, we combine the parent company L. <strong>Possehl</strong><br />

& <strong>Co</strong>. <strong>mbH</strong> and the minority and/or fi nancial participations held by<br />

the parent company either directly or indirectly. The major participating<br />

interests on the balance sheet date are comprised of 30 % in Hako<br />

Holding G<strong>mbH</strong> & <strong>Co</strong>. KG, 10 % in Norddeutsche Affi nerie AG and 10.1 %<br />

in Süd-Chemie AG.<br />

Hako Group: By acquiring a 30 % interest in Hako Holding G<strong>mbH</strong> &<br />

<strong>Co</strong>. KG in the year 2004, <strong>Possehl</strong> took the fi rst step in setting up a new<br />

business division. In early 2006, this commitment was strengthened<br />

by means of a majority acquisition. Since that time, Hako has come to<br />

form its own business division within the <strong>Possehl</strong> Group.<br />

The Hako Group, headquartered in Bad Oldesloe, is one of the worldwide<br />

leading manufacturers of professional cleaning machines and has<br />

an extensive sales and service network in Europe as well as representative<br />

offi ces on three other continents. The Hako Group also manufactures<br />

cleaning machines via its US subsidiary Minuteman and distributes<br />

them in the USA. Specifi cally, the Hako range of products includes<br />

equipment for plant and building cleaning, exterior cleaning and property<br />

maintenance as well as special and municipal vehicles that can be<br />

used in many applications.<br />

Norddeutsche Affi nerie AG: As part of the disposal of Hüttenwerke<br />

Kayser AG in the year 1999, <strong>Possehl</strong> received 10 % of the shares in<br />

Norddeutsche Affi nerie AG (NA). The NA Group, located in Hamburg, is<br />

the largest integrated copper producer in Europe and the world’s largest<br />

copper recycler. The market value of our participation increased<br />

signifi cantly as a result of the positive business development of NA during<br />

the past year.<br />

15


16<br />

GENERAL ECONOMIC CONDITIONS<br />

AND COURSE OF BUSINESS<br />

Overall economy: Euro zone lags behind the<br />

global economic upswing<br />

The global economy continued to develop dynamically in the year under<br />

review; it grew by a good 4 %. The considerable increase in the price<br />

of crude oil – in particular in the fi rst half of the year – as well as the<br />

increase in price of the most important industrial raw materials had<br />

only a slightly negative effect on this positive trend. The fundamental<br />

growth engines were again China and the USA. Both national economies<br />

triggered important growth incentives in other industrial countries<br />

through their high demand for imports.<br />

The economy was clearly more restrained in the Euro zone, however,<br />

despite the fact that economic activity increased slightly over the last<br />

several months of the year. The high price of crude oil and low internal<br />

demand, in particular in Germany, had a noticeable braking effect<br />

on economic development. The gross national product in Germany increased<br />

by only 0.9 % in 2005.<br />

The US dollar had an exchange rate ratio of € 1.36 per US dollar at the<br />

beginning of last year, making it very weak. It recovered again during<br />

the course of the year and amounted to € 1.18 per US dollar at the<br />

end of the year. In an annual average the US dollar was quoted with an<br />

exchange rate of € 1.24, leaving it virtually unchanged compared to<br />

the previous year.<br />

Business trend for the Group: <strong>Possehl</strong> profi ts from an<br />

international spirit of optimism<br />

The overall economic development had a varied effect on the companies<br />

of the <strong>Possehl</strong> Group. While the Electronics business division in<br />

particular profi ted from the positive development in Asia, business in<br />

the precious metals sector was rather weak due to the low domestic<br />

demand. International Trading was able to maintain its favorable position<br />

in this inconsistent economic environment and achieve almost as<br />

satisfactory a result as in the previous year.<br />

Economic conditions | Net assets, earnings, fi nancial position<br />

FINANCIAL POSITION<br />

Group Management Report<br />

NET ASSETS, EARNINGS<br />

AND FINANCIAL POSITION<br />

INCOME POSITION OF THE GROUP<br />

Group achieves double-digit sales growth<br />

Sales revenues climbed by 16.3 % compared to the previous year from<br />

€ 695.1 million to € 808.7 million. A crucial factor for the signifi cant<br />

increase in sales is the fi rst time inclusion of the Harburg-Freudenberger<br />

Group in the consolidated fi nancial statements on April 1, 2005.<br />

Sales of € 127.0 million accrued to the Group for the 9-month period.<br />

Adjusted for the business division acquired in the reporting year and<br />

the halted business activities of Nordstahl G<strong>mbH</strong> during the previous<br />

year, sales revenue increased by 3.8 % compared to the previous year.<br />

With the exception of the Precious Metals Processing business division,<br />

all of the business divisions contributed to the increase in sales.<br />

The increase in sales stretches across almost all geographic regions.<br />

Domestic sales, however, show the smallest increase at a solid 10 %<br />

due to the strong export orientation of the Harburg-Freudenberger<br />

companies.<br />

Due to the acquisition of the Harburg-Freudenberger Group, the share<br />

of sales of the Production segment increased further. It amounts to<br />

57 % of total sales for the reporting year and therefore increased by<br />

5 percentage points. The share of sales accruing to International Trading<br />

is 42 %; the Services division continues to contribute 1 % to total<br />

sales.<br />

Sales by business segment<br />

in € million<br />

338.9<br />

■ Services<br />

■ Trading<br />

■ Production<br />

10.0<br />

459.8


Gross earnings improve by 36 %<br />

Gross earnings grew signifi cantly by € 73.2 million or 36.4 % to € 274.5<br />

million. The acquisition of the Harburg-Freudenberger Group is also<br />

refl ected in this positive development. Offsetting this was the decline in<br />

gross earnings in the International Trading and Precious Metals Processing<br />

divisions. The Electronics business division was again able to record<br />

an increase in gross earnings in 2005, as in the previous year.<br />

<strong>Co</strong>mparable operating expenditure clearly below that<br />

of the previous year<br />

Based on the comparable fi gures of the previous year, the other operating<br />

expenses declined signifi cantly. The personnel expenses in particular,<br />

adjusted for changes to the companies included in the consolidation,<br />

could be considerably reduced. The cost reduction and effi ciency<br />

improvement program introduced in the Electronics division already<br />

showed initial success during the reporting year.<br />

Earnings before taxes increase by 65.1 %<br />

The Group earnings before taxes (EBT) improved signifi cantly by € 14.3<br />

million to € 36.3 million. The previous business divisions together with<br />

the newly consolidated Harburg-Freudenberger Group contributed to<br />

this increase in earnings. The Electronics division, in particular, was<br />

able to increase earnings before taxes by over 50 % with a slight increase<br />

in sales. Earnings before taxes in International Trading at € 11.7<br />

million were slightly below the very good earnings of the previous year.<br />

All other operating business divisions also reported positive earnings.<br />

Segment earnings EBT<br />

in € million, excluding the holding company<br />

■ Services<br />

■ Trading<br />

■ Production<br />

1.3<br />

13.2<br />

13.8<br />

2004 2005<br />

1.4<br />

11.7<br />

29.0<br />

The holding company earnings also increased signifi cantly compared<br />

to the previous year. In addition to decreased personnel expenses, the<br />

dividend of Norddeutsche Affi nerie AG, which was absent the previous<br />

year, had a positive effect on the holding company earnings of € 2.2<br />

million.<br />

The return on equity before income tax increased from 13.3 % in the<br />

previous year to 20.6 % in the reporting period. The profi t to sales<br />

ratio (EBIT/sales) also increased considerably by 1.4 percentage points<br />

to 5.3 %.<br />

Group net income for the year increases to € 26.5 million<br />

The Group net income for the year before shares to third parties increased<br />

by € 9.6 million to € 26.5 million. Due to one-time tax burdens,<br />

the income tax rate increased from 15.9 % in the previous year to<br />

23.9 % in the reporting year, causing the increase in Group net income<br />

for the year to lag slightly behind the increase in earnings before taxes.<br />

The Group tax rate continues to be below the regular tax rate in the<br />

reporting year, however, due to the utilization of tax loss carryovers in<br />

some countries.<br />

EARNINGS POSITION IN THE PRODUCTION<br />

BUSINESS SEGMENT<br />

in €T<br />

2005 2004 Change %<br />

Sales 459,795 326,649 40.7<br />

EBT 28,990 13,828 109.7<br />

Capital expenditures 15,480 15,997 -3.2<br />

Precious Metals Processing: Strong demand for industrial<br />

semi-fi nished products partially compensates for declines<br />

in the dental area<br />

The activities in the Precious Metals Processing business division were<br />

affected by a weak economy during the past year. <strong>Co</strong>mpetition continued<br />

to increase, in particular in the jewelry and dental areas. Sales<br />

compared to the previous year therefore declined by 5 %.<br />

17


18<br />

Slumps in the dental segment were especially sharp. The effects of the<br />

health reform adopted by the federal government at the end of 2004<br />

played a role in this development. Since 2005, social statutory health<br />

insurance companies have been providing fi xed subsidies related to<br />

fi ndings instead of percentage of cost subsidies for dental services. Together<br />

with the start-up diffi culties of the health reform, this resulted in<br />

a signifi cant decline in sales in 2005. Added to this is the fact that the<br />

tendency to use base metal alloys and total ceramics for tooth replacement<br />

continues in practice.<br />

Although volume sales of jewelry alloys declined along with weak economic<br />

development, gross income in jewelry semi-fi nished products<br />

was maintained. Increased customer acquisition, an expansion of the<br />

value added level and an increase in precious metals prices contributed<br />

to this success.<br />

A strong demand for industrial semi-fi nished products – mainly for<br />

contact making materials in the wire and belt sector – as well as the<br />

increased sales of chemicals and baths for electroplating technology<br />

partially compensated for the slowing down of business activities in<br />

the dental sector.<br />

The adoption of the new product line “<strong>Co</strong>lorit” in the jewelry segment<br />

also compensated for the declines, as did the increases in tubing and<br />

bars. The ring blanks sector continues to be one of the support pillars<br />

of the business. Expansion of the silver alloy and platinum ring areas is<br />

anticipated for this sector.<br />

Heimerle + Meule confronted the overall declining market development<br />

by implementing restructuring measures and cost reduction programs.<br />

The company also undertook some organizational restructuring as<br />

part of this effort, which also entailed a reduction in the number of<br />

employees.<br />

By restructuring the company into business divisions with responsibility<br />

for results, Heimerle + Meule is anticipating positive incentives for<br />

further business development. Based on the considerable improvement<br />

in business at the beginning of the year 2006 and initial success in<br />

the cost saving measures that have been implemented, the company<br />

is already anticipating a noticeable sales and earnings recovery for the<br />

current year. Intensifying sales activities both at home and abroad is<br />

expected to further expand market share in all product divisions.<br />

Net assets, earnings, fi nancial position<br />

Group Management Report<br />

Electronics: Business in Asia developing well<br />

The Electronics business division is reporting a very successful fi scal<br />

year. The effi ciency improvement measures introduced in the previous<br />

year, the objectives of which were to achieve greater utilization of machinery,<br />

improved product quality and lower production costs, brought<br />

about a signifi cant improvement in performance in 2005. At the same<br />

time, new products were introduced to the market, while customer<br />

relations were intensifi ed and new markets in previously unsupported<br />

regions were serviced.<br />

The market environment continues to be strained, however. Price competition<br />

on the sales markets remains strong and the purchase prices<br />

for copper again increased by about 50 % during the course of the year.<br />

This resulted in a slight decline in the gross profi t margin compared to<br />

the previous year.<br />

<strong>Possehl</strong> Electronics was able to follow the growth of the market in the<br />

case of semiconductor products. Sales increased from € 168.4 million<br />

to € 177.2 million. All of the Asian sites therefore developed positively.<br />

The Malaysian site was able to develop a series of “best practice approaches”,<br />

which are now being transferred to other production sites.<br />

Successful product transfers also took place. <strong>Co</strong>nnector components,<br />

which we previously produced only in the US, are meanwhile being<br />

manufactured in Malaysia as well. Together with the very successful<br />

site for etching technology in Singapore, we service mainly customers<br />

in Southeast Asia from this site. Taiwan was revamped as an important<br />

market region for the semiconductor sector.<br />

In northern Asia we are continuing with the transfer strategy from Hong<br />

Kong to other regions in China which was started the previous year.<br />

For the current fi scal year, we are also planning to expand production<br />

capacities by creating a new Chinese site. Based on the reorientation,<br />

we were able to achieve a positive statement of income at the Hong<br />

Kong site for 2005. This should also be assured for the coming year<br />

due to increases from, among other things, the successful smart card<br />

business.<br />

The most diffi cult position on the market can be seen in the Electronics<br />

business division in Europe. At the two operating sites in the Netherlands<br />

and in France we will have to exert a great deal of effort in the<br />

future as well to safeguard our competitive position.


Elastomer-Processing: Pleasing business development<br />

The Elastomer-Processing business division (Harburg-Freudenberger<br />

Group) demonstrated very positive business development during<br />

the reporting period. <strong>Co</strong>ntinued investment activity within the tire<br />

industry resulted in an increase in both incoming orders and sales.<br />

The market recovery stretched across regional producers as well<br />

as to globally operating tire manufacturers. By working the market<br />

successfully, this business division was able to further cement existing<br />

customer relationships and successfully expand the base of customers<br />

during the past year.<br />

Signifi cant sales growth was achieved in the natural rubber technology<br />

division due to increased demand, particularly for heating presses. But<br />

demand in the rubber compound technology area was also satisfactory.<br />

The Harburg-Freudenberger Group achieved sales that were not quite<br />

as strong in the tire lay-up machines and in the extrusion division.<br />

The edible oil division also achieved very positive development in order<br />

backlog. Production expansion in the fi eld of bio-diesel, among other<br />

things, reaped profi ts for this division.<br />

Sales from services also increased signifi cantly, parallel to the increased<br />

sales from mechanical systems.<br />

In addition to Harburg-Freudenberger Maschinenbau G<strong>mbH</strong> and its two<br />

domestic production sites, the subsidiary in Croatia also achieved a noticeable<br />

increase in sales. Due to the strong business expansion in the<br />

fi eld of heating presses, the number of people employed was able to be<br />

increased. The production and sales company in the USA also achieved<br />

positive results during the period under review. A higher degree of independent<br />

operation together with an increase in trading activities for the<br />

German parent company was a decisive factor in this case.<br />

Two new sales companies were established in France and Russia during<br />

the period under review. Business is expected to expand over the next<br />

several years.<br />

The positive development of this business division will presumably continue<br />

in 2006. The backorders, which continue to be at a high level, indicate<br />

that sales will be at the previous years‘ level. However the market<br />

opportunities arising from new and existing business relations are seen<br />

alongside intense quality and pricing competition in all relevant product<br />

areas. The research and development measures taken hold of in the<br />

past as well as the excellent market positioning of products and service<br />

of the Harburg-Freudenberger Group lead us to expect a positive, but<br />

overall slowly evolving corporate development in the future.<br />

Special-Purpose <strong>Co</strong>nstruction: Revenue from truck<br />

tolls will lend further impetus to the successful<br />

business development<br />

The long-standing building crisis that started in the mid-1990s continued<br />

again into 2005. It has likely to have bottomed out during this year,<br />

however. The truck toll introduced in 2005 will have a positive effect on<br />

the business of the current year. The fi rst public funds for expanding<br />

traffi c routes have already begun to fl ow in. During the next several<br />

years, a total of 51 % of the toll income is expected to fl ow into this division,<br />

thus for example into a plan for countering traffi c jams as well as<br />

into an expansion program for various sections of the autobahn.<br />

Our Spezialbau Group focuses its activities on the fi elds of jointing technology<br />

and coating work both for the new construction of streets and<br />

for the preservation, repair and safeguarding of traffi c routes. Based on<br />

the positive framework conditions, there is a promising market volume<br />

for these business activities in the future.<br />

<strong>Possehl</strong> Spezialbau was able to become successfully established on<br />

the market in 2005. Sales increased by almost 6 % compared to the<br />

previous year. The major reasons for this success were a broad range of<br />

offerings, internal product development, good machinery and a broad<br />

presence throughout Germany and Europe.<br />

In addition to the management company in Wiesbaden, the success<br />

within the subsidiaries also contributed to the good performance – even<br />

though the diffi cult situation with the Spanish company burdened the<br />

fi nancial statements of 2005 once again. All of the other subsidiaries<br />

clearly exceeded their planned objectives. A number of different large<br />

projects for the coating of runways, which help increase fl ight safety in<br />

airports at home and abroad, were able to be successfully completed.<br />

Another important factor for the business success of the business<br />

division is the fact that the parent companies and subsidiaries utilize<br />

combined synergies in their collaboration.<br />

19


20<br />

Investments in the equipment and vehicle fl eet further improved the<br />

technical equipping of the construction site division. This ensures<br />

a high level of productivity for the current and future rendering of<br />

services and guarantees that the company can continue to achieve<br />

good profi ts.<br />

The strategic goals for the business division remain unchanged: growth<br />

at home and abroad, expansion of market share and improvement of<br />

the year-round utilization. In the cds coating division work is currently<br />

underway on developing innovative products; they are expected to<br />

strengthen the market position and ensure steady growth. Heightened<br />

marketing activities on the international level are also expected to expand<br />

business volume in this sector.<br />

<strong>Co</strong>ntact with the airports in western, eastern and southern Europe will<br />

also be stepped up with the aim of improving year-round utilization. In<br />

addition to the public contractors, <strong>Possehl</strong> Spezialbau will continue to<br />

place even more emphasis on industrial and commercial construction.<br />

The backlog of orders from 2005 ensures a good start to the season,<br />

which will be lagging somewhat due to the long-lasting wintry conditions<br />

at the beginning of the fi scal year 2006.<br />

EARNINGS POSITION IN THE TRADING<br />

BUSINESS SEGMENT<br />

in €T<br />

2005 2004 Change %<br />

Sales 338,878 359,157 -5.7<br />

EBT<br />

Earnings from affi liated<br />

11,699 13,207 -11.4<br />

companies 313 536 -41.6<br />

Capital expenditures 1,329 2,003 -33.7<br />

The Trading business segment reports an overall decline in sales by<br />

€20.3 million to € 338.9 million. The main reason for this is the fact<br />

that at the end of the year 2004, a large portion of the trading activities<br />

of Nordstahl G<strong>mbH</strong> had been halted. Adjusted for this effect, the sales<br />

revenues increased by 5.6 % compared to the previous year.<br />

Net assets, earnings, fi nancial position<br />

Group Management Report<br />

Erzkontor Group: Good results form the basis for<br />

expanding business activities<br />

The European steel industry, important for the Erzkontor Group,<br />

reported utilization in 2005 at a continued high level, even though there<br />

was a decline in production of 2.5 % compared to the previous year.<br />

This decline amounted to 4 % in Germany. The price for fi reproof raw<br />

materials was at a very high level due to the steel boom in the year<br />

2004 and in the 1st quarter of 2005, so that <strong>Possehl</strong> Erzkontor G<strong>mbH</strong><br />

was able to again reach the transaction value of the previous year despite<br />

the reduced sales.<br />

In the other product divisions such as metallurgy and plastics, price<br />

and margin increases could be achieved to some extent. This was possible<br />

in particular because of a partial business expansion. Another<br />

infl uential factor was the oil price development and/or scarcity of raw<br />

materials.<br />

In order to utilize the advantages of a broad value added chain, the<br />

range of services of the Erzkontor Group also includes services such as<br />

processing, storage, quality control and logistics.<br />

The subsidiary <strong>Possehl</strong> Erzkontor Hong Kong reported a signifi cant<br />

increase in sales. It expanded the fi reproof business with India in<br />

particular. The other companies of the Erzkontor Group were able to<br />

maintain the sales level of the previous year, and in some cases even<br />

considerably increase it. Despite a greater cost burden from interest<br />

rate increases in the dollar zones, the Erzkontor Group again achieved<br />

an overall excellent result in the reporting year.<br />

The German economy is expected to grow by between 1.0 and 1.5 % in<br />

2006. Even greater growth rates are predicted for the steel and foundry<br />

industry, which leads the Erzkontor Group to expect a high demand for<br />

fi reproof and metallurgical raw materials.<br />

The group is making an increased effort to set up new business activities<br />

in the plastics, dyeing and paper industry. Moreover, the geographic<br />

expansion of the key business segment toward Eastern Europe,<br />

Turkey and the Middle East will be further intensifi ed.


<strong>Possehl</strong> Inc. Group: American trading activities turn<br />

out to be very successful<br />

In fi scal year 2005, the <strong>Possehl</strong> Inc. Group was again able to achieve the<br />

high sales level of the previous year. The earnings that were achieved<br />

from these sales were equally positive. Expanding the range of products<br />

by adding chemicals together with the good market position in<br />

Central and South America guaranteed the success of our American<br />

trading activities.<br />

At the beginning of the year 2006 we handed over our products from<br />

the non-fi reproof division to our previous American partner. The trade<br />

in industrial raw materials for the steel and foundry industry for North<br />

America that remained with <strong>Possehl</strong> Inc. enabled a closer tie to the<br />

Erzkontor Group, which was operating primarily in Europe.<br />

EARNINGS POSITION IN THE SERVICES<br />

BUSINESS SEGMENT<br />

in €T<br />

2005 2004 Change %<br />

Sales 10,067 9,316 8.1<br />

EBT 1,394 1,319 5.7<br />

Capital expenditures 315 252 25.0<br />

Sales with services continue to advance<br />

The Services division was again able to increase its sales level as<br />

in the previous year. With revenues of € 10.0 million, the group of<br />

companies in the insurance, transport, tank protection, reconstruction<br />

and gravel industry reported growth of about 8 % compared to<br />

the reference period.<br />

The largest share of this positive development was claimed by<br />

<strong>Possehl</strong> Umweltschutz G<strong>mbH</strong>, which was able to generate its jump in<br />

sales mainly by supplying a rather large construction project from its<br />

own gravel sources. The company also succeeded in holding its ground<br />

in the diffi cult tank protection segment, which is burdened by the high<br />

price of oil and the resulting consumer behavior, through its good<br />

service and by expanding the market territory to Mecklenburg-West<br />

Pomerania.<br />

GRKI achieved sales and earnings at the level of the previous year<br />

through the operation of the recycling yards.<br />

Broker activities also<br />

record good earnings<br />

The struggle for market share based on price intensifi ed in the insurance<br />

market during the reporting period. This also characterized the<br />

business development of Lubeca Versicherungskontor G<strong>mbH</strong>. Our<br />

company was nevertheless able to successfully hold its own on the<br />

market.<br />

Teutonia Fracht- und Assekuranzkontor G<strong>mbH</strong> played a role in the increased<br />

demand for freight space, the price of which again increased<br />

signifi cantly.<br />

The companies in the Services division are anticipating that business<br />

volume will remain at the same high level for the next several years.<br />

NET ASSETS AND FINANCIAL POSITION<br />

<strong>Financial</strong> management and fi nancial position: The Group<br />

continues to have a high level of liquidity<br />

The fi nancing of the <strong>Possehl</strong> Group is handled centrally for the most<br />

part, with the goal of ensuring the cost-effective and secure provision<br />

of liquidity for all Group companies. At the same time, an attempt is<br />

made to invest the cash in banks in the most profi table way.<br />

As of the balance sheet date, the net debt of the Group is € 35.5 million<br />

(previous year: € 40.4 million). It therefore decreased by € 4.9<br />

million or 12.1 %. The inventory of cash and cash equivalents increased<br />

together with a slight increase in liabilities due to banks by € 12.1 million<br />

to € 56.7 million. This was possible even though the purchase<br />

price for the acquisition of the Harburg-Freudenberger Group was paid<br />

completely from internal funds.<br />

The gearing as a ratio of net debt to equity once again improved during<br />

the reporting period. The value declined from 22.2 % to 17.3 %. Taking<br />

into account the shares in Norddeutsche Affi nerie AG held in the<br />

fi nancial assets as well as the shares in Süd-Chemie AG reported within<br />

the current assets, there is once again a positive net liquidity on the<br />

balance sheet date. The shares in Süd-Chemie AG were disposed of at<br />

the beginning of fi scal year 2006. An infl ow of liquidity of € 37.3 million<br />

resulted from this sale. This enabled us to continue fi nancing the<br />

growth of the Group largely from our own internal funds.<br />

21


22<br />

Net debt in € million<br />

Net assets, earnings, fi nancial position | Employees<br />

2005 2004<br />

Cash and cash equivalents 56.7 44.6<br />

Liabilities due to banks 92.2 85.0<br />

Net debt -35.5 -40.4<br />

Cash fl ow and capital expenditures: High level of<br />

operating cash fl ow and capital expenditures at the level<br />

of the previous year<br />

Group funds statement (summary) in € million<br />

2005 2004<br />

Cash fl ow from operating activities 24.0 16.6<br />

Cash fl ow from investing activities -27.2 -0.1<br />

Cash fl ow from fi nancing activities 14.3 18.7<br />

Change affecting payment 11.1 35.2<br />

<strong>Financial</strong> resources as of December 31 56.7 44.6<br />

The cash fl ow from current business activities increased in the reporting<br />

year by € 7.4 million to € 24.0 million. A crucial factor for this<br />

positive development is fi rst and foremost the higher Group earnings,<br />

with the repeated increase in working capital leading to further commitment<br />

of capital.<br />

Balance sheet structure<br />

in € million<br />

Fixed assets<br />

Current assets<br />

Group Management Report<br />

442.1<br />

295.4<br />

2004 2005 2005 2004<br />

The investment volume in tangible and intangible assets of € 17.0 million<br />

was at the level of the previous year (€ 17.7 million). The Electronics<br />

business division largely determined this volume, as it did in 2004.<br />

€ 9.3 million was invested in technical systems and machinery as well<br />

as in tools for the processing of customer orders. The Harburg-Freudenberger<br />

Group essentially made investments for the replacement of<br />

its machinery and erected an assembly hall at its site in Freudenberg.<br />

The <strong>Co</strong>nstruction business division focused on the procurement of<br />

replacements of the construction site equipment. Overall, the <strong>Possehl</strong><br />

Group made primarily replacement and rationalization investments in<br />

2005, with the regional area of focus being in the growth market of the<br />

Far East.<br />

Outgoing payments for fi nancial investments during the reporting<br />

period pertained mainly to the Harburg-Freudenberger Group, while in<br />

the previous year they accrued mainly to the acquisition of the 30 %<br />

interest in Hako Holding G<strong>mbH</strong> & <strong>Co</strong>. KG.<br />

The positive cash fl ow from fi nancing activities of € 14.3 million (previous<br />

year: € 18.7 million) are based principally on higher short-term<br />

bank debts for fi nancing the increased working capital as well as on an<br />

increase in the clearing account with the <strong>Possehl</strong> Stiftung.<br />

Assets Liabilities<br />

146.7<br />

533.5 533.5<br />

150.2<br />

383.3<br />

202.4<br />

105.2<br />

92.2<br />

133.7<br />

442.1<br />

181.6<br />

78.8<br />

85.0<br />

96.7<br />

Shareholders’ equity<br />

Provisions<br />

Liabilities due to banks<br />

Other liabilities


Net assets: Balance sheet total increases by 20.7 %<br />

The Group balance sheet total increased during the reporting period<br />

by € 91.4 million to € 533.5 million. The increase in assets accrues almost<br />

exclusively to the current assets, while the fi xed assets increased<br />

only slightly.<br />

The shares we hold in Norddeutsche Affi nerie AG continue to comprise<br />

the main item being reported within the participations, while the Süd-<br />

Chemie shares have been reorganized into the current assets due to<br />

the disposal during the new year.<br />

The stock exchange price of the NA share developed very well during<br />

2005, so that the silent reserves in our block of shares increased<br />

considerably.<br />

Within the current assets, the inventory holdings increased in particular<br />

by € 48.0 million to € 148.3 million. This increase accrues mainly to<br />

International Trading and the fi rst-time consolidation of the Harburg-<br />

Freudenberger Group. In International trading, the request by our customers<br />

to keep consignment stocks on the books is continuing to intensify.<br />

Trade receivables increased overall by € 27.1 million to €150.6<br />

million. This increase can be traced back almost exclusively to the revised<br />

scope of consolidation.<br />

The non-recourse selling of receivables as part of an asset-backed securities<br />

transaction reduced the receivables portfolio by € 16.4 million.<br />

At the same time, the working capital increased by about 14 % compared<br />

to the previous year, to € 192.4 million. This increase is therefore<br />

due mainly to the exchange rate.<br />

Group equity increases by € 20.8 million<br />

Alongside the increased assets, equity that is now higher by € 20.8<br />

million as well as the mainly short-term outside capital that increased<br />

by € 70.6 million can be noted on the liabilities side.<br />

The increase in equity from € 181.6 million to € 202.4 million is based<br />

mainly on the Group net income for the year of € 26.5 million. In addition,<br />

the weaker Euro compared to the previous year had a positive<br />

effect on the amount of Group equity. <strong>Co</strong>ntrary to this was the instant<br />

offsetting of goodwill from the acquisition of the Harburg-Freudenberger<br />

Group as well as the dividend to the <strong>Possehl</strong> Stiftung.<br />

Despite the absolute increase in Group equity, the equity ratio was reduced<br />

from 41.1 % to 37.9 % due to the considerably higher balance<br />

sheet total. The long-term tied-up assets continue to be covered in full<br />

by the equity.<br />

EMPLOYEES<br />

Group demonstrates a high level of internationality<br />

The <strong>Possehl</strong> Group employed an annual average of 4,267 employees<br />

worldwide during the reporting period. <strong>Co</strong>mpared to the previous year,<br />

this represents an increase of 608 persons. Due to the fi rst-time inclusion<br />

of the Harburg-Freudenberger Group, the number of employees<br />

within the Group increased by an average of 822 employees, while the<br />

number of employees in the Precious Metals and Electronics divisions<br />

declined slightly during the same period.<br />

Employees by segment<br />

Number<br />

238<br />

70<br />

■ Holding company<br />

■ Services<br />

■ Trading<br />

■ Production<br />

45<br />

3,914<br />

Total: 4,267<br />

In accordance with the international orientation of the <strong>Possehl</strong> Group,<br />

72 % of our employees are working outside of Germany. This percentage<br />

has declined somewhat compared to the previous year, since Harburg-<br />

Freudenberger Maschinenbau G<strong>mbH</strong> employed a total of 632 persons<br />

at their two production sites in Germany as of December 31, 2005.<br />

23


24<br />

The proportion of employees working in Germany will increase again<br />

during the current fi scal year due to the fi rst-time consolidation of<br />

the Hako Group. Irrespective of this, we are assuming that due to the<br />

strong economic growth in Asia, the proportion of jobs in this region<br />

will increase again for the long term.<br />

Successful employee advancement and training<br />

Qualifi ed and dedicated employees assure the success of <strong>Possehl</strong>. To<br />

ensure our competitive edge, we will continue unabated to invest in the<br />

qualifi cation and training of our employees.<br />

The measures used for advancing and developing the achievement potential<br />

of our employees make up one of the central features of our<br />

personnel policy. Of key importance is our decentralized management<br />

principle, which enables senior executives and young executives to<br />

have a high degree of development, responsibility and decision-making<br />

capacity. Through targeted encouragement of communication and<br />

the exchange of information – including among the individual business<br />

divisions and companies of the Group – we use the available know-how<br />

across the entire Group.<br />

In addition to the advancement of our executives, we place great value<br />

on the continuing education of young people. During the reporting period,<br />

the Group trained 49 young people, primarily at the domestic sites.<br />

This is almost double the number trained during the previous year. It is<br />

our goal to further increase the number of openings for apprentices and<br />

the training quota within the Group.<br />

Employees | Research and development | Risk management<br />

Group Management Report<br />

RESEARCH AND DEVELOPMENT<br />

<strong>Possehl</strong> companies achieve customer-oriented product<br />

improvements again in 2005<br />

Within the Precious Metals Processing business division, the development<br />

of a high gold-bearing, extra fi rm defl agration alloy for the dental<br />

segment was completed and introduced into the market in 2005.<br />

A new silver-palladium defl agration alloy was also adopted into the<br />

range of products following the successful completion of development.<br />

The characteristics of a palladium alloy were improved for the jewelry<br />

segment and adapted to market requirements.<br />

Following the concentration of research and development activities in<br />

Asia, the Electronics business division continued to move forward in<br />

2005 with the development of the QFN (quad fl at no-lead) technology in<br />

its successor products. The development efforts were even intensifi ed<br />

in the area of smart cards. The ongoing technological development for<br />

minimizing surfaces, expanding functions during stamping and broadening<br />

the etching process also played an even more important role.<br />

In close coordination with customers, the Harburg-Freudenberger Group<br />

developed new control platforms for tire lay-up machines. The edible oil<br />

technology launched a screw extrusion press with an advanced scope<br />

of function and a completely new type of direct drive concept. In the<br />

rubber compound product division, a new compound supplier control<br />

developed on the basis of the Java program language was successfully<br />

put into operation at the customer’s premises.<br />

The <strong>Co</strong>nstruction business division also expanded its existing range of<br />

products and developed new products and procedures, in particular in<br />

the area of the cds products (coverings, seals and mortar for the repair<br />

and coating of industrial and traffi c areas). The increased international<br />

orientation of this business division also requires that the product<br />

range be expanded to new application areas. The construction fi rms<br />

also have at their disposal the cds laboratory, the cds application technology<br />

and their own structural engineering laboratory in a supporting<br />

and advisory role.


RISK MANAGEMENT<br />

Based on a system of regular monitoring, no overall risks that could<br />

endanger its continued existence can be identifi ed for the <strong>Possehl</strong><br />

Group.<br />

Potential corporate risks always in focus<br />

The <strong>Possehl</strong> Group management is continuously working on the further<br />

development if its risk management system. In addition to an assessment<br />

of the general risk potential, the <strong>Possehl</strong> Group also analyzes the<br />

company-specifi c risks. In this way, management and control boards<br />

can detect potential factors that may endanger the continued existence<br />

of the company early on and develop defense strategies. This minimizes<br />

the risks for the individual companies and the Group as a whole.<br />

In addition to risks, the Group management always has its eye on corporate<br />

opportunities: potential opportunities are identifi ed, their risk<br />

potential is analyzed and they are further pursued depending on the<br />

respective valuation.<br />

In order to limit the risks for the entire <strong>Possehl</strong> Group, we have in the<br />

past conscientiously invested in fi elds with different types of opportunity<br />

and risk profi les when selecting the business divisions. We conscientiously<br />

strive for a situation of no synergies between the individual<br />

business divisions of our Group.<br />

The Group works with an effective system<br />

for risk monitoring<br />

Included among the components of the <strong>Possehl</strong> risk monitoring system<br />

are the domestic fi nancial clearing system, the accounts receivable reporting<br />

system, the operating and strategic planning with the monthly<br />

reporting system, the regular quarterly meetings between the Executive<br />

Board of the holding company and the managing directors of the<br />

operating companies and the investment controlling. This systematic<br />

and close collaboration with the managing directors of our subsidiaries<br />

enables us to detect unfavorable situations in good time and undertake<br />

suitable corrective measures.<br />

Individual risks within the business segments<br />

are dealt with appropriately<br />

The special operating risks have different characteristics in the individual<br />

business segments:<br />

In the Production division, the optimization of processing times and<br />

thorough quality assurance and monitoring of procurement and manufacturing<br />

are of utmost importance. It is therefore important for the<br />

production business divisions – Precious Metals Processing, Electronics,<br />

Elastomer-Processing and <strong>Co</strong>nstruction – to recognize, analyze and<br />

appropriately minimize the special manufacturing and processing risks<br />

at an early stage by means of suitable key data. A special risk in the<br />

Electronics segment is that of only being able to partially pass on the<br />

burden of the rising price of copper to our customers.<br />

Specifi c procurement risks are defi nitive for the companies in the Trading<br />

division. On one hand, price fl uctuations for commercial and preliminary<br />

products represent a permanent risk, and on the other hand<br />

the availability of the trade goods and raw materials must be assured<br />

at all times. Especially in times of strong market demand and limited<br />

offerings, the good supplier relations of the <strong>Possehl</strong> companies pay off,<br />

which as a rule are secured by long-term contractual ties. In addition,<br />

all of the companies watch the market continuously with the help of<br />

their international networks. Taking into account the effects of commitment<br />

of capital, they follow the practice of far sighted stockpiling and<br />

use the broadest possible geographic distribution of sources. Back-toback<br />

transactions are therefore standard in trading.<br />

In addition, the loss of receivables outstanding represents a permanent<br />

business risk across all business divisions. The Group therefore places<br />

special emphasis on the monitoring and safeguarding of outstanding<br />

accounts.<br />

If required, all business divisions safeguard against risks of currency<br />

and interest rate changes resulting from international corporate<br />

activities by using suitable hedging tools. <strong>Co</strong>ntingent or non-contingent<br />

derivatives are only concluded within the Group to hedge against physical<br />

inventories or transactions.<br />

25


26<br />

A malfunction of the electronic data processing can have a negative impact<br />

only in subareas due to our widely distributed business segments<br />

and corporate structures. To counteract these IT risks as well, the<br />

<strong>Possehl</strong> Group has at its disposal data backup systems, authorization<br />

plans and virus and access protections systems, as well as emergency<br />

plans, to name a few.<br />

Classic risk management is supplemented by<br />

credit investigations and accounts receivable<br />

management<br />

As part of its risk management, the <strong>Possehl</strong> Executive Board monitors<br />

the economic risks of its operating businesses using established<br />

controlling instruments. As a supplement to the monthly reporting,<br />

<strong>Possehl</strong> uses credit investigations and an active accounts receivable<br />

management system. In accordance with the internal Group guidelines,<br />

purchasing and selling transactions above certain individual business<br />

segment limits must be coordinated with the executive board of the<br />

holding company the same as acquisitions or investments.<br />

We check all yield assumptions centrally in the preparation phase<br />

and during the approval process and monitor their compliance<br />

during realization. For companies with longer production times, central<br />

risk management also focuses on reports concerning incoming orders<br />

and backlog of orders as well as pre-calculation tests above certain<br />

value limits.<br />

The D&O (Directors’ and Offi cers’) insurance assures against any misconduct<br />

by legal representatives or executive staff of the companies of<br />

the <strong>Possehl</strong> Group that may result in damages to third parties or within<br />

the <strong>Possehl</strong> Group.<br />

In addition, through its own in-house insurance brokerage company,<br />

Lubeca, <strong>Possehl</strong> has an instrument for central monitoring and safeguarding<br />

of all insurance contracts. Work has begun on establishing a<br />

worldwide loan insurance program, which already includes a signifi cant<br />

portion of our companies even today.<br />

Risk management | Supplementary report and outlook<br />

Group Management Report<br />

SUPPLEMENTARY REPORT AND OUTLOOK<br />

Growth policy already successfully implemented<br />

in the fi rst quarter<br />

The <strong>Possehl</strong> Group has continued to further pursue its growth policy at<br />

the beginning of the year 2006 as well:<br />

On January 1, 2006 L. <strong>Possehl</strong> increased its stake in Hako Holding<br />

G<strong>mbH</strong> & <strong>Co</strong>. KG from 30 % to about 56 % of the shares, thereby taking<br />

over corporate leadership. As an independent business division within<br />

the <strong>Possehl</strong> Group, Hako will further develop its good position on the<br />

market for cleaning and property maintenance machines.<br />

In the Electronics business division, we acquired the remaining shares<br />

in <strong>Possehl</strong> Electronics N.V. on February 17, 2006, making us the sole<br />

shareholder. This acquisition of shares gives us the opportunity to use<br />

the benefi ts of Asian locations within the Electronics division, but also<br />

in the entire <strong>Possehl</strong> Group, to further advantage.<br />

Mönchengladbach-based textile machine manufacturer<br />

Monforts acquired<br />

We took another important step in our growth on March 31, 2006 by<br />

acquiring all business shares in A. Monforts Textilmaschinen G<strong>mbH</strong> &<br />

<strong>Co</strong>. KG. The Monforts Group is the world market and technology leader<br />

for textile fi nishing systems in the high-quality sector. In addition to<br />

the main company in Mönchengladbach, it encompasses the two subsidiaries<br />

in Austria and Switzerland as well as a joint venture in China.<br />

Excluding the joint venture, the Monforts Group achieved annual sales<br />

of approximately € 110 million during the past fi scal year with a staff<br />

of 375.<br />

By acquiring the Monforts Group, we not only succeeded in continuing<br />

on our course of growth, but also realized a further balancing of risks in<br />

our portfolio at the same time. As with the Hako Group, the Monforts<br />

Group is being managed as an independent business division within the<br />

Production segment.


Shares in Süd-Chemie sold off<br />

At the beginning of the current fi scal year 2006, we sold off our<br />

block of shares of about 10 % held in Süd-Chemie AG. The cash fl ow<br />

resulting from the sale is now available to us for the further expansion<br />

of our Group.<br />

World economy will continue to grow<br />

We are assuming that the worldwide upswing will continue undiminished<br />

for the next two years. The positive trend will continue to be carried<br />

primarily by the USA as well as by the newly industrializing countries<br />

China and India. Increasing growth rates are also anticipated for<br />

the Euro zone, even though these rates will lag behind those of the<br />

American and Asian rates. According to current predictions, economic<br />

development in Germany will decline again as early as the year 2007<br />

due to the impending tax increases.<br />

<strong>Possehl</strong> remains on a profi table course of growth<br />

Due to its broad composition, <strong>Possehl</strong> will profi t from the pleasing economic<br />

development occurring worldwide. We are going on the assumption<br />

of Group sales of about € 1.2 billion for the coming fi scal year. This<br />

signifi cant increase will be achieved primarily because of the acquisitions<br />

carried out at the beginning of the year 2006. But the existing<br />

business division will also continue their profi table course of growth.<br />

Only in International Trading do we foresee a decline in sales, due to the<br />

reorganization of our American business.<br />

Risks for the future development of the <strong>Possehl</strong> Group may result primarily<br />

from a worldwide slowing down of the economy. The Electronics<br />

business division is also dependent on the cyclical development of<br />

the semiconductor industry. Because of the diversifi ed composition of<br />

the <strong>Possehl</strong> Group and the associated balancing of risk, we are able to<br />

compensate for rather weak developments in individual business divisions.<br />

We see signifi cant market opportunities, in particular by making increased<br />

use of the advantages from the Asian sites. The acquisition<br />

of the remaining shares in our <strong>Possehl</strong> Electronics will provide us with<br />

the additional potential for increasing growth and effi ciency here for<br />

the entire Group.<br />

Signifi cantly increased consolidated earnings expected<br />

For fi scal year 2006 we anticipate signifi cantly higher consolidated<br />

earnings. In addition to the one-time profi t from the disposal of our<br />

Süd-Chemie participation, the new cleaning and textile fi nishing systems<br />

business divisions will be the primary contributors.<br />

Following the completion of restructuring, we also anticipate an<br />

increase in earnings for the Precious Metals Processing business<br />

division. Only in the area of International Trading do we assume<br />

any decline in earnings, and that is due to the reorganization of the<br />

American business.<br />

We will continue to pursue the adopted course of growth even beyond<br />

fi scal year 2006. In this regard, we expect a further increase in sales<br />

for fi scal year 2007.<br />

27


28<br />

<strong><strong>Co</strong>nsolidated</strong> income statement 29<br />

<strong><strong>Co</strong>nsolidated</strong> statement of cash fl ows 30<br />

<strong><strong>Co</strong>nsolidated</strong> balance sheet 31<br />

<strong><strong>Co</strong>nsolidated</strong> fi xed-assets analysis 32<br />

<strong><strong>Co</strong>nsolidated</strong> equity analysis 34<br />

Segmental reporting 34<br />

Notes to the consolidated statements 36<br />

Auditor’s report 49<br />

Income statement<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong>


<strong><strong>Co</strong>nsolidated</strong> income statement in €T<br />

from January 1 to December 31, 2005<br />

Notes 2005 2004<br />

Net sales<br />

Changes in fi nished goods, work in progress<br />

1 808,740 695,122<br />

and own work capitalized 2 26,044 8,780<br />

Other operating income 3 19,076 16,781<br />

<strong>Co</strong>st of materials 4 579,331 519,385<br />

Gross profi t 274,529 201,298<br />

Personnel expenses 5 129,015 101,802<br />

Depreciation 6 19,194 18,270<br />

Other operating expenses 7 86,472 56,216<br />

Investment result 8 471 1,480<br />

Interest result 9 -6,975 -5,103<br />

Other fi nancial result 10 2,922 574<br />

Result from ordinary operations/net profi t before taxes 36,266 21,961<br />

Income taxes 11 8,668 3,488<br />

Other taxes 12 1,102 1,595<br />

<strong><strong>Co</strong>nsolidated</strong> net profi t 26,496 16,878<br />

Minority interests 4,305 4,189<br />

29


30<br />

Statement of cash fl ows | Balance sheet<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

<strong><strong>Co</strong>nsolidated</strong> statement of cash fl ows in €T<br />

from January 1 to December 31, 2005<br />

2005 2004<br />

<strong><strong>Co</strong>nsolidated</strong> net profi t 26,496 16,878<br />

Write-ups/write-downs on fi xed assets 19,194 18,680<br />

Changes in accruals and provisions -668 7,214<br />

Other non-cash expenses and income -1,220 -578<br />

Gains and losses from the disposal of fi xed assets -1,152 -1,572<br />

Changes in working capital -18,612 -24,022<br />

(1) Cash fl ow from operating activities 24,038 16,600<br />

Proceeds from the disposal of intangible and tangible fi xed assets<br />

Proceeds from the disposal of fi nancial investments and from the disposal<br />

2,408 2,967<br />

of consolidated companies and business units 10,102 28,697<br />

Payments for investments in intangible and tangible fi xed assets<br />

Payments for fi nancial investments and the acquisition<br />

-17,036 -17,169<br />

of consolidated companies and business units -22,710 -14,640<br />

2) Cash fl ow from investing activities -27,236 -145<br />

Payments to shareholders (including minority interests) -5,000 -3,868<br />

Changes in bank debt 6,908 -12,667<br />

Changes in other fi nancial claims/debt 12,365 35,250<br />

3) Cash fl ow from fi nancing activities 14,273 18,715<br />

Cash-relevant changes from (1) to (3) 11,075 35,170<br />

Exchange rate, scope of consolidation and valuation related changes in fi nancial resources 1,043 -469<br />

Cash and cash equivalents at the beginning of the year 44,558 9,857<br />

Cash and cash equivalents at the end of the year 56,676 44,558


<strong><strong>Co</strong>nsolidated</strong> balance sheet in €T<br />

as of December 31, 2005<br />

ASSETS Notes 12/31/2005 12/31/2004<br />

A. Fixed assets<br />

I. Intangible assets 13 1,761 1,132<br />

II. Property, plant and equipment 14 90,213 77,901<br />

III. <strong>Financial</strong> assets 15 58,199 67,649<br />

150,173 146,682<br />

B. Current assets<br />

I. Inventories 16 148,307 100,281<br />

II. Receivables and other assets 17<br />

1. Trade receivables 150,559 123,484<br />

2. Other receivables and other assets 20,788 25,248<br />

171,347 148,732<br />

III. Marketable securities<br />

IV. Cash and cash equivalents, Bundesbank balances,<br />

18 4,561 169<br />

balances at banks and checks 56,676 44,558<br />

380,891 293,740<br />

C. Prepaid expenses and deferred taxes 2,395 1,666<br />

Total assets 533,459 442,088<br />

SHAREHOLDERS’ EQUITY AND LIABILITIES Notes 12/31/2005 12/31/2004<br />

A. Shareholders’ equity<br />

I. Subscribed capital 19 30,678 30,678<br />

II. Retained earnings 108,486 107,009<br />

III. <strong><strong>Co</strong>nsolidated</strong> net profi t 41,801 29,435<br />

IV. Minority interests 21,402 14,485<br />

202,367 181,607<br />

B. Provisions<br />

1. Provisions for pensions 20 47,637 36,300<br />

2. Other provisions 21 57,512 42,506<br />

105,149 78,806<br />

C. Liabilities<br />

1. Liabilities due to banks 22 92,205 85,011<br />

2. Trade payables 52,613 29,903<br />

3. Other liabilities 80,807 66,539<br />

225,625 181,453<br />

D. Deferred income 318 222<br />

Total shareholders’ equity and liabilities 533,459 442,088<br />

31


32<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

<strong><strong>Co</strong>nsolidated</strong> fi xed-assets analysis in €T<br />

from January 1 to December 31, 2005<br />

Balance at<br />

01/01/05<br />

Changes in<br />

scope of<br />

consolidation<br />

Fixed assets<br />

I. Intangible assets<br />

1. <strong>Co</strong>ncessions, commercial property rights and similar rights<br />

and assets as well as licenses thereto 4,053 1,155<br />

2. Goodwill 424 1,841<br />

4,477 2,996<br />

II. Property, plant and equipment<br />

1. Land, equivalent titles and buildings<br />

(including on leased land) 64,460 246<br />

2. Production plant and machinery 160,878 12,743<br />

3. Other plant, factory and offi ce equipment 43,473 9,508<br />

4. Prepayments and construction in progress 1,347 398<br />

270,158 22,895<br />

III. Investments<br />

1. Shares of affi liated companies 13,705 0<br />

2. Loans to affi liated companies 0 0<br />

3. Investments in associated companies 13,578 0<br />

4. Other investments 5,314 7,705<br />

5. Loans under investor/investee relations 4,431 0<br />

6. Other long-term securities 36,295 0<br />

7. Other long-term loans 2,828 21<br />

76,151 7,726<br />

Total fi xed assets 350,786 33,617<br />

Fixed-assets analysis


Acquisition or manufacturing costs<br />

Additions Disposals Reclassifi cations<br />

Balance at<br />

12/31/05<br />

Cumulative<br />

depreciation as of<br />

12/31/2005<br />

Book values<br />

12/31/05<br />

Depreciation<br />

in 2005<br />

949 983 158 5,332 3,774 1,558 776<br />

7 0 0 2,272 2,069 203 72<br />

956 983 158 7,604 5,843 1,761 848<br />

4,992 855 2 68,845 28,281 40,564 2,479<br />

8,335 30,488 1,908 153,376 115,379 37,997 12,619<br />

3,763 7,279 291 49,756 40,089 9,667 3,248<br />

3,315 694 -2,381 1,985 0 1,985 0<br />

20,405 39,316 -180 273,962 183,749 90,213 18,346<br />

13 0 0 13,718 4,973 8,745 0<br />

70 0 0 70 0 70 0<br />

1,604 643 0 14,539 534 14,005 0<br />

112 9,582 0 3,549 2,928 621 112<br />

0 4,431 0 0 0 0 0<br />

789 0 -4,561 32,523 4 32,519 0<br />

159 594 0 2,414 175 2,239 0<br />

2,747 15,250 -4,561 66,813 8,614 58,199 112<br />

24,108 55,549 -4,583 348,379 198,206 150,173 19,306<br />

33


34<br />

Equity analysis | Segmental reporting<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

<strong><strong>Co</strong>nsolidated</strong> equity analysis in €T<br />

from January 1 to December 31, 2005<br />

<strong><strong>Co</strong>nsolidated</strong><br />

Currency<br />

01/01/2004<br />

net profi t Dividends translation<br />

Subscribed capital L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> 30,678<br />

Retained earnings 151,879 12,689 -3,000<br />

Cumulative other result -20,847 -2,596<br />

Group equity excluding minority interests 161,710 12,689 -3,000 -2,596<br />

Minority interests 14,662 4,189<br />

Cumulative other earnings of minority interests -2,481 -646<br />

Minority interests 12,181 4,189 -646<br />

Shareholders’ equity 173,891 16,878 -3,000 -3,242<br />

Segmental reporting in €T<br />

Production Trading<br />

by business segment 2005 2004 2005 2004<br />

External sales 459,795 326,649 338,878 359,157<br />

Segmental EBT 28,990 13,828 11,699 13,207<br />

Depreciation of PP&E -16,878 -16,555 -1,349 -1,320<br />

Depreciation of current assets -584 -2,008 -224 -347<br />

Other non-cash items 22,947 3,147 4,102 2<br />

Result from associated companies 0 0 313 536<br />

Result from other companies 0 0 -112 4<br />

Interest income 1,297 238 732 325<br />

Interest expenses -3,511 -3,150 -4,181 -2,060<br />

Segmental assets 248,763 162,335 179,289 161,939<br />

Capital expenditures 15,550 15,997 1,329 2,003<br />

Segmental liabilities 143,116 100,887 125,287 111,735<br />

Employees (number of) 3,914 3,284 238 256<br />

by region Germany Other Europe<br />

External sales 244,245 220,849 188,352 154,007<br />

Segmental assets 256,115 233,259 44,834 37,868<br />

Capital expenditures 13,109 24,293 3,466 1,543


Other<br />

changes<br />

in equity<br />

12/31/2004/<br />

01/01/2005<br />

<strong><strong>Co</strong>nsolidated</strong><br />

net profi t Dividends<br />

Currency<br />

translation<br />

Other<br />

changes<br />

in equity 12/31/2005<br />

30,678 30,678<br />

267 161,835 22,191 -5,000 -2,122 176,904<br />

-1,948 -25,391 10,004 -11,230 -26,617<br />

-1,681 167,122 22,191 -5,000 10,004 -13,352 180,965<br />

-1,239 17,612 4,305 497 22,414<br />

-3,127 2,115 -1,012<br />

-1,239 14,485 4,305 2,115 497 21,402<br />

-2,920 181,607 26,496 -5,000 12,119 -12,855 202,367<br />

Services Holding Transition Group<br />

2005 2004 2005 2004 2005 2004 2005 2004<br />

10,067 9,316 0 0 0 0 808,740 695,122<br />

1,394 1,319 -3,984 -7,633 -1,833 1,240 36,266 21,961<br />

-537 -576 -542 -624 0 395 -19,306 -18,680<br />

-59 -31 -32 -284 0 -1 -899 -2,671<br />

215 399 839 -2,087 -401 558 27,702 2,019<br />

0 0 1,078 389 0 0 1,391 925<br />

0 0 -808 551 0 0 -920 555<br />

64 66 3,176 3,606 -1,511 -1,671 3,758 2,564<br />

-127 -133 -4,424 -3,993 1,510 1,669 -10,733 -7,667<br />

7,994 8,867 278,163 254,904 -189,920 -157,446 524,289 430,599<br />

315 252 31,323 18,782 -24,409 195 24,108 37,229<br />

5,342 6,565 114,912 97,761 -75,348 -64,396 313,309 252,552<br />

70 70 45 49 4,267 3,659<br />

Asia America Other regions Group<br />

185,638 152,808 174,648 147,977 15,857 19,481 808,740 695,122<br />

114,237 84,255 105,967 69,254 3,136 5,963 524,289 430,599<br />

6,452 10,201 1,065 904 16 288 24,108 37,229<br />

35


36<br />

I. GENERAL INFORMATION<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

The consolidated fi nancial statements of L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> (hereinafter<br />

referred to as L. <strong>Possehl</strong>) for fi scal year 2005 were prepared according<br />

to the provisions of the German <strong>Co</strong>mmercial <strong>Co</strong>de (HGB). The<br />

fi nancial statements of the subsidiaries included in the consolidated<br />

fi nancial statements are based on the balance sheet date of the fi nancial<br />

statements of L. <strong>Possehl</strong>.<br />

In order to improve clarity and meaning of the consolidated fi nancial<br />

statements, individual items of the balance sheet and income statement<br />

are combined and individually reported and explained in the<br />

notes with the respective previous years’ amounts. Due to its essential<br />

content of information, the individual accounts receivable, provisions<br />

and liabilities of the balance sheet are reported separately. The income<br />

statement is structured according to the cost of production method.<br />

The consolidated fi nancial statements are drawn up in thousands (’000)<br />

of Euro.<br />

II. GROUP OF CONSOLIDATED COMPANIES AND<br />

ASSOCIATED AFFILIATES<br />

Besides L. <strong>Possehl</strong>, the consolidated fi nancial statements include 12<br />

German and 33 international production, trading and services companies,<br />

in which L. <strong>Possehl</strong> holds, whether directly or indirectly, the majority<br />

of voting rights. Overall, nine subsidiaries are not fully consolidated<br />

because of the minor importance on the net assets, fi nancial position<br />

and earnings of the Group. Please refer to the attached overview of<br />

participations for more information (see p. 56).<br />

The following signifi cant changes in the group of consolidated companies<br />

compared to the previous year should be mentioned:<br />

In a purchase agreement dated March 24, 2005, L. <strong>Possehl</strong> acquired<br />

all of the business shares in Harburg-Freudenberger Maschinenbau<br />

G<strong>mbH</strong>, based in Hamburg, as well as its subsidiaries Harburg-Freudenberger<br />

Belišce d.o.o. and HF Rubber Machinery, Inc. During the reporting<br />

period, Harburg-Freudenberger Maschinenbau G<strong>mbH</strong> established<br />

two additional subsidiaries in France and Russia, with the latter not yet<br />

being included in the consolidated fi nancial statements due to their<br />

minor importance.<br />

Notes<br />

The two companies <strong>Possehl</strong> do Brasil Ltda. and Nástrojárna <strong>Possehl</strong><br />

Electronic s.r.o. were disposed of during the reporting year and deconsolidated<br />

at the beginning of the fi scal year.<br />

Moreover, Nordstahl G<strong>mbH</strong> was merged with L. <strong>Possehl</strong> at the beginning<br />

of the fi scal year.<br />

Due to the acquisition of the Harburg-Freudenberger Group, Group<br />

sales increased by about € 127 million. The consolidated balance sheet<br />

total increased by a solid € 55 million as a result of this acquisition, and<br />

the number of employees increased on average 822. The other changes<br />

to the group of consolidated companies have not had a signifi cant impact<br />

on the net assets, fi nancial position and earnings of the Group.<br />

Major participations are measured according to the equity method if<br />

they have a signifi cant infl uence. The number of associated companies<br />

remains unchanged at 7.<br />

III. GROUP ACCOUNTING PRINCIPLES<br />

The annual fi nancial statements of the companies included in the<br />

consolidated fi nancial statements are prepared in accordance with<br />

standard accounting and valuation principles. If the fi nancial statements<br />

of associated companies deviate from the Group’s standard<br />

accounting principles, they are adjusted accordingly in the event<br />

of signifi cant variations.<br />

The consolidation of capital takes place according to the book value<br />

method by offsetting the participation book value against the prorated<br />

equity at the time of acquisition or addition. A positive amount resulting<br />

from the difference of the participation book value and prorated equity<br />

is offset against retained earnings.<br />

The participations measured according to the provisions for associated<br />

affi liates are reported by applying the book value method, i.e.<br />

associated affi liates are carried at the prorated equity as of the date<br />

of their acquisition or fi rst-time inclusion in the consolidated fi nancial<br />

statements. Any resultant net equity under cost is offset against the<br />

reserves retained from earnings. In case of net equity above cost, the<br />

item is limited to the historical costs at the time of the initial consolidation.<br />

In subsequent years, the value is adjusted for the prorated earnings<br />

of these companies impacting earnings, with profi t distributions<br />

for the previous years subtracted not impacting earnings.


In accordance with Article 312 Para. 6 HGB and based on the consolidated<br />

fi nancial statements prepared by Hako Holding G<strong>mbH</strong> & <strong>Co</strong>. KG,<br />

which include a total of 31 companies, Hako is to be included in the<br />

consolidated fi nancial statements of L. <strong>Possehl</strong> according to the equity<br />

method.<br />

Receivables and payables, as well as sales, expenses and gains in<br />

income among consolidated companies are set off against one another.<br />

Unless immaterial, intercompany profi t eliminations were performed<br />

for intra-subgroup transactions. Internal sales from supply of own products<br />

are reclassifi ed as own work capitalized or changes in inventory<br />

unless they are not negligible.<br />

Due to their immaterial effect on the net assets, fi nancial position and<br />

earnings of the Group, there are no intercompany profi ts to be eliminated<br />

from supply and service relationships with associated companies.<br />

The bad loan losses on Group-internal receivables performed in the<br />

individual fi nancial statements as well as the write-off on shares of consolidated<br />

companies are eliminated.<br />

Required deferred tax payments are recognized for earnings-relevant<br />

consolidation processes.<br />

IV. CURRENCY TRANSLATION<br />

The carrying values of the foreign subsidiaries are translated throughout<br />

at the mean current rate as of the balance sheet date. The differences<br />

resulting from exchange rate changes compared to the end of<br />

the previous fi scal year are offset against the reserves retained from<br />

and not recognized in net income. The currency used by the parent<br />

company is the Euro.<br />

Expenses and income including the consolidated net profi t are translated<br />

at the monthly average exchange rates. Currency differences from<br />

the application of different rates for translating the balance sheet and<br />

the income statement are treated as neutral in their effect on earnings<br />

in accordance with DRS 14.<br />

The following exchange rates are used for translating the most important<br />

foreign currencies within the Group:<br />

Reporting date rate in € Average rate in €<br />

<strong>Co</strong>untry Currency 2005 2004 2005 2004<br />

USA USD 0.84767 0.73416 0.80470 0.80520<br />

China RMB 0.10500 0.08990 0.09950 0.09850<br />

Hong Kong HKD 0.10932 0.09445 0.10343 0.10338<br />

Malaysia MYR 0.22430 0.19296 0.21342 0.21211<br />

Singapore SGD 0.50948 0.44920 0.47819 0.47619<br />

In the analysis of fi xed assets and provisions and in the development of<br />

bad loan provisions, the differences resulting from the currency translation<br />

of the beginning levels as of the balance sheet date of December<br />

31, 2005 compared with the previous year’s exchange rate are offset<br />

with retained earnings not impacting earnings.<br />

37


38<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

V. NOTES TO THE CONSOLIDATED<br />

INCOME STATEMENT<br />

1. Net sales<br />

For the split of consolidated external sales in the amount of<br />

€ 808,740,000 (previous year: € 695,122,000) by business segment<br />

and region, please refer to the segmental reporting section.<br />

2. Changes in fi nished goods, work in progress<br />

and own work capitalized<br />

in €T<br />

Increase in fi nished goods<br />

2005 2004<br />

and work in progress 22,811 5,012<br />

Other own work capitalized 3,233 3,768<br />

26,044 8,780<br />

3. Other operating income<br />

in €T<br />

Income from the<br />

2005 2004<br />

reversal of provisions<br />

Income from the disposal of<br />

6,793 4,691<br />

fully consolidated subsidiaries 1,719 1,442<br />

Income from rents and leases 1,533 1,273<br />

Income from handling charges 1,460 1,296<br />

Currency gains 1,875 1,160<br />

Insurance reimbursements<br />

Income from the disposal of<br />

442 560<br />

tangible assets and write-ups<br />

Income from the reversal of bad loan<br />

provisions and receipt of written-off<br />

628 438<br />

receivables 1,151 258<br />

Other 3,475 5,663<br />

19,076 16,781<br />

Notes<br />

The income from the disposal of fully consolidated subsidiaries combines<br />

the result from the disposal of individual assets and liabilities of<br />

subsidiaries no longer included in the scope of consolidation. The deconsolidation<br />

is completely earnings-relevant, including the previously<br />

existing differences included in the consolidated fi nancial statements.<br />

The income from the disposal of investments is reported under the<br />

investment result if it concerns not fully consolidated affi liated,<br />

associated and other participations; otherwise it is reported under the<br />

fi nancial result.<br />

4. <strong>Co</strong>st of materials<br />

in €T<br />

Expenses for raw materials and<br />

2005 2004<br />

supplies and goods received 562,147 503,943<br />

Expenses for services received 17,184 15,442<br />

579,331 519,385<br />

5. Personnel expenses<br />

in €T 2005 2004<br />

Wages and salaries 105,993 83,185<br />

Social security contributions 15,703 11,379<br />

Retirement expenses 7,319 7,238<br />

129,015 101,802<br />

The average number of employees by group amounted to:<br />

2005 2004<br />

Wage earners 2,979 2,670<br />

Salaried employees 1,239 962<br />

Apprentices/trainees 49 27<br />

4,267 3,659


6. Depreciation<br />

Depreciation of property, plant and equipment amounts to € 18,346,000<br />

(previous year: € 17,764,000) and depreciation of intangible assets<br />

amounts to € 848,000 (previous year: € 506,000). An extraordinary<br />

amount of € 488,000 (previous year € 1,968,000) on tangible assets<br />

is included.<br />

7. Other operating expenses<br />

in €T 2005 2004<br />

Other administrative expenses 9,208 5,812<br />

Other operating expenses 13,762 8,168<br />

Freight expenses 9,127 6,622<br />

Other sales and marketing expenses 17,166 8,016<br />

Insurance expenses 3,756 3,169<br />

Other personnel expenses 7,693 2,879<br />

Expenses for rents and leases 3,300 2,842<br />

Currency expenses<br />

Legal, IT and other<br />

2,065 2,812<br />

consulting services 6,957 4,501<br />

Maintenance expenses<br />

Expenses from the addition of<br />

8,609 2,376<br />

individual and lump-sum allowances<br />

Other losses in value<br />

1,543 1,109<br />

of current assets<br />

Losses from the disposal of fully<br />

362 513<br />

consolidated subsidiaries 345 0<br />

Losses from the disposal of tangible assets 427 308<br />

Other 2,152 7,089<br />

86,472 56,216<br />

The losses from the disposal of investments are reported under the<br />

investment result if they concern not fully consolidated affi liated, associated<br />

and other participations, otherwise they are reported under<br />

the fi nancial result.<br />

8. Investment result<br />

in €T<br />

Income from participations<br />

2005 2004<br />

in associated companies 1,604 1,147<br />

Income from other participations 0 4<br />

Income from profi t transfers<br />

Losses from the disposal<br />

0 564<br />

of other participations -310 0<br />

Expenses from loss assumption<br />

Expenses for participations<br />

-498 0<br />

in associated companies<br />

Write-downs on participations<br />

-213 0<br />

in associated companies<br />

Write-downs on<br />

0 -222<br />

other participations -112 -13<br />

471 1,480<br />

9. Interest result<br />

in €T<br />

Income from loans of<br />

2005 2004<br />

fi nancial fi xed assets 158 130<br />

Other interest and similar income 3,600 2,434<br />

Interest paid and similar expenses -10,733 -7,667<br />

-6,975 -5,103<br />

Interest expense for expenses related to affi liated companies amounts<br />

to € 240,000. In the previous year, an interest result of € 560,000<br />

related to affi liated companies.<br />

10. Other fi nancial result<br />

in €T<br />

Income from marketable securities<br />

2005 2004<br />

(dividends received) 2,922 749<br />

Write-offs on loans 0 -175<br />

2,922 574<br />

39


40<br />

11. Income taxes<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

Deferred taxes of the individual fi nancial statements are included if they<br />

are in accordance with the uniform accounting and valuation principles<br />

of the Group. Otherwise, adjustments are made, e.g. for the deferred<br />

tax assets for tax carry forwards.<br />

As far as consolidation measures result in deferred taxes, the business<br />

and country-specifi c average tax rates between 7.5 % and 40 % are<br />

applied. The income taxes in the reporting year include a deferred tax<br />

in the amount of € 1,247,000.<br />

Of the tax expense, € 3,563,000 pertains to previous years.<br />

12. Other taxes<br />

The other taxes are mainly non-deductible sales tax outside of Germany<br />

in addition to property, property transfer and motor vehicle taxes.<br />

VI. NOTES TO THE CONSOLIDATED STATEMENTS<br />

OF CASH FLOWS<br />

The statement of cash fl ows was drawn up following the scheme of<br />

DRS 2. The liquid funds include only the inventory of cash and cash<br />

equivalents (cash, Bundesbank balances and balances at other banks<br />

as well as checks). The changes in liquid funds resulting from exchange<br />

rate changes are reported separately.<br />

The other non-cash expenses essentially include allocations to specifi c<br />

provisions as well as expenses related to depreciation or disposal of<br />

current or fi xed assets. Income is mainly the result of equity assessments,<br />

release of specifi c provisions and value recoveries in inventory<br />

assets.<br />

Notes<br />

VII. NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

Fixed assets<br />

On the basis of the Group’s uniform expected economic life, the depreciable<br />

fi xed assets are principally carried during the probably economic<br />

life applying a linear distribution of purchasing/manufacturing costs.<br />

Required extraordinary write-offs on intangible, tangible and fi nancial<br />

assets are accounted for.<br />

Detailed information can be found in the analysis of the Group’s<br />

fi xed assets. The historical acquisition/manufacturing costs as of<br />

01/01/2005 include adjustments from the currency translation which<br />

are neutral in effect on profi ts amounting to € 272,000 offsetting<br />

intangible assets and € 23,457,000 offsetting tangible fi xed assets.<br />

13. Intangible assets<br />

in €T 12/31/2005 12/31/2004<br />

1. <strong>Co</strong>ncessions, commercial<br />

property rights and similar<br />

rights and assets as well as<br />

licenses hereto 1,558 963<br />

2. Goodwill 203 169<br />

1,761 1,132<br />

The main item is software amounting to € 1,503,000 (previous year:<br />

€ 935,000), for which a three-year period of use is assured.<br />

Goodwill resulting from fi rst-time capital consolidation is directly<br />

offset against retained earnings, in the reporting year mainly from the<br />

fi rst consolidation of the Harburg-Freudenberger Group an amount of<br />

€ 11,319,000 in net terms.


14. Property, plant and equipment<br />

in €T 12/31/2005 12/31/2004<br />

1. Land, equivalent titles and<br />

buildings (including on leased land) 40,564 35,693<br />

2. Production plant and machinery 37,997 33,358<br />

3. Other plant, factory<br />

and offi ce equipment 9,667 7,611<br />

4. Prepayments and<br />

construction in progress 1,985 1,239<br />

90,213 77,901<br />

The production costs include appropriate shares of required material<br />

and production overhead as well as production plant related depreciation.<br />

Low value assets are completely written off in the year of purchase<br />

and recorded in the fi xed asset analysis as disposals.<br />

The linear depreciation of the purchase/production costs – reduced by<br />

grants, if necessary – is mainly based on the following assumed useful<br />

economic life:<br />

Buildings 20 – 50 years<br />

Production plant and machinery 5 – 10 years<br />

Tools 1 – 3 years<br />

Offi ce furniture 10 years<br />

Offi ce equipment 3 – 5 years<br />

Transportation vehicles 3 – 5 years<br />

In order to take into account the highly fl uctuating utilization rates<br />

of the tools used in the Electronics division, a method combining<br />

depreciation by usage with a maximum term of depreciation of four<br />

years is applied.<br />

15. <strong>Financial</strong> assets<br />

in €T 12/31/2005 12/31/2004<br />

1. Shares of affi liated companies 8,745 8,732<br />

2. Loans to affi liated companies 70 0<br />

3. Investments in associated companies 14,005 13,044<br />

4. Other investments<br />

5. Loans to companies with<br />

which the company is linked<br />

621 2,498<br />

by participation 0 4,431<br />

6. Long-term investments 32,519 36,291<br />

7. Other long-term loans 2,239 2,653<br />

58,199 67,649<br />

The list of shareholdings has been fi led and deposited with the Local<br />

<strong>Co</strong>urt of Lübeck under No. HRB 9.<br />

The following Germany-based subsidiaries made use of the exemption<br />

provision of Article 264 Para. 3 HGB during the reporting year 2005:<br />

Heimerle + Meule G<strong>mbH</strong>, Pforzheim<br />

Harburg-Freudenberger Maschinenbau G<strong>mbH</strong>, Hamburg<br />

<strong>Possehl</strong> Erzkontor G<strong>mbH</strong>, Lübeck<br />

<strong>Possehl</strong> Beteiligungsverwaltung G<strong>mbH</strong>, Lübeck<br />

The associated participations valued at-equity are carried with their<br />

prorated earnings, taking into account profi t distributions. The changes<br />

are reported in the analysis of fi xed assets as additions and disposals,<br />

respectively.<br />

The not fully consolidated shares in subsidiaries and the other participations<br />

are carried at historical cost – if applicable, less non-scheduled<br />

depreciation. Interest-free or low-interest bearing loans are reported at<br />

cash value. Personnel loans are reported at their nominal value.<br />

The non-current marketable securities are carried at cost.<br />

41


42<br />

Current assets<br />

16. Inventories<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

in €T 12/31/2005 12/31/2004<br />

1. Raw materials and supplies 31,018 18,619<br />

2. Work in progress,<br />

unfi nished services 12,275 13,740<br />

3. Finished products and goods 99,802 60,096<br />

4. Prepayments 5,212 7,826<br />

148,307 100,281<br />

Inventories are carried at the lower of cost or market. Write-downs for<br />

inventory risks stemming from the time of storage and reduced realizable<br />

values are accounted for to a reasonable extent. The rule of lossfree<br />

valuation is accounted for. In addition to the cost of materials and<br />

individual labor costs, the costs of production include reasonable production<br />

overhead.<br />

The precious metals inventories are valued pursuant to the principle of<br />

lower of cost or market applying the LIFO method.<br />

The prepayments of € 92,530,000 received on orders (previous year:<br />

€ 4,112,000) were directly offset against fi nished products and goods.<br />

Notes<br />

17. Receivables and other assets<br />

in €T 12/31/2005 12/31/2004<br />

1. Accounts receivable 150,559 123,484<br />

2. Other receivables<br />

and other assets<br />

Receivables due from<br />

associated companies<br />

Receivables due from companies<br />

with which the company is linked<br />

1 1,663<br />

by participating interests 1,274 1,099<br />

Other assets<br />

thereof with a term of<br />

19,513 22,486<br />

more than 1 year (1,164) (1,127)<br />

20,788 25,248<br />

Accounts receivable and other assets are carried at nominal values less<br />

adjustments for identifi able individual risks. In addition to individual<br />

adjustments on accounts receivable of € 4,274,000 (previous year:<br />

€ 2,296,000), the general credit risk is covered by a general provision<br />

for doubtful accounts of € 2,739,000 (previous year: € 2,638,000).<br />

The other assets mainly include tax reimbursement claims from corporate,<br />

withholding and sales taxes in the overall amount of € 9,172,000<br />

(previous year: € 11,490,000).<br />

18. Marketable securities<br />

The statement of securities pertains to the shares in Süd-Chemie AG<br />

reclassifi ed from the fi xed assets and disposed of at the beginning of<br />

the coming fi scal year and is drawn up at the Group acquisition costs.


19. Shareholders’ equity<br />

The design of the equity analysis is patterned after DRS 7.<br />

The equity held by the sole shareholder <strong>Possehl</strong> Stiftung of the parent<br />

company L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> is reported as the subscribed capital.<br />

Apart from the retained earnings of the parent company, the retained<br />

earnings include the adjustment item from the currency translation of<br />

foreign fi nancial statements as well as the setting-off of goodwill and<br />

existing net equity losses.<br />

They developed as follows during the year under review:<br />

in €T<br />

Retained earnings as of January 1, 2005 107,009<br />

Currency translation differences 10,004<br />

Discontinuations 2,722<br />

Change in consolidation of adjustment items -11,319<br />

Other consolidation procedures 70<br />

Retained earnings as of December 31, 2005 108,486<br />

The transition from the Group’s net profi t to the consolidated net profi t<br />

is as follows:<br />

in €T<br />

<strong><strong>Co</strong>nsolidated</strong> net profi t 26,496<br />

Minority interests -4,305<br />

Previous year’s consolidated net profi t 18,773<br />

Currency differences 837<br />

<strong><strong>Co</strong>nsolidated</strong> profi t 41,801<br />

20. Provisions for pensions<br />

The pension obligations in the amount of € 47,637,000 exist mainly for<br />

the parent company and the German subsidiaries. The provisions for<br />

pensions include 1,310 future pensions (previous year: 551) and 896<br />

(previous year: 698) current pensions for entitled active and former<br />

employees as well as surviving dependents. The amount of the pension<br />

obligations depends on the term of employment and the total salaries<br />

or contributions of the benefi ciaries.<br />

The valuation follows the tables of Dr Klaus Heubeck from the year<br />

2005 and uses an interest rate of 6 % to the partial value pursuant to<br />

Article 6a EStG (income tax law). The difference between the tables<br />

of 2005 and 1998 was added in completely if the new tables result in<br />

a higher amount, and in the case of a smaller provision, the reversal<br />

amount is released over a period of time of three years according to<br />

the provision of Article 6a Para. 4 EStG. In addition, obligations for<br />

adjusting the current pensions in accordance with Article 16 BetrAVG<br />

by € 1,580,000 (previous year € 1,552,000) are taken into account.<br />

21. Other provisions<br />

in €T 12/31/2005 12/31/2004<br />

1. Provisions for deferred taxes 3,358 3,354<br />

2. Other tax provisions 6,663 3,263<br />

3. Other provisions 47,491 35,889<br />

57,512 42,506<br />

All identifi able risks and uncertain obligations are included to a reasonable<br />

extent as tax or other provisions applying sound business judgment.<br />

The deferred tax assets and the deferred tax liabilities result from the<br />

differences between commercial and tax accounts of German and<br />

international Group companies. Moreover, deferred taxes are offset<br />

against earnings-relevant consolidation entries. Deferred tax assets<br />

and deferred tax liabilities are balanced. The recognition of a deferred<br />

tax asset from tax carry forwards is not realized.<br />

43


44<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

in €T 12/31/2005 12/31/2004<br />

Deferred tax liabilities 6,190 5,467<br />

Deferred tax assets -2,832 - 2,113<br />

Provisions for deferred taxes 3,358 3,354<br />

The other tax provisions and other provisions developed as follows in<br />

the year under review:<br />

Exchange<br />

Change in<br />

scope of Reclassifi -<br />

in €T 01/01/05 rate effect <strong>Co</strong>nsolidation cation Use Release Allocations 12/31/05<br />

Other tax provisions 3,263 195 1,424 0 -1,623 -253 3,657 6,663<br />

Personnel 16,740 799 6,595 58 -19,258 -844 18,858 22,948<br />

Impending losses<br />

Warranty and indemnity<br />

3,753 127 10 0 -336 -377 52 3,229<br />

contracts 4,190 294 3,956 448 -1,937 -2,661 2,141 6,431<br />

Accounting 954 37 381 16 -1,529 -11 1,552 1,400<br />

Accounts receivable 1,440 106 2,168 106 -2,931 -917 4,519 4,491<br />

Other 8,812 404 841 -581 -5,165 -1,049 5,730 8,992<br />

Other provisions 35,889 1,767 13,951 47 -31,156 -5,859 32,852 47,491<br />

The item personnel covers anniversary gifts, holiday claims, overtime,<br />

pre-retirement, and annual bonus payments as well as other personnel<br />

obligations.<br />

The item accounting includes the subsequent accounting work as well<br />

as the internal and external expenses for drawing up and auditing the<br />

fi nancial statements.<br />

The item other includes the future payment obligations from fees and<br />

notices, risks and uncertain obligations, from life annuities, legal disputes<br />

and claiming of payments.<br />

Notes


22. Liabilities<br />

in €T<br />

1. Liabilities due to banks<br />

(previous year)<br />

2. Accounts payable<br />

(previous year)<br />

3. Other liabilities<br />

Notes payable<br />

(previous year)<br />

Due to affi liated companies<br />

(previous year)<br />

Due to companies with which the company<br />

is linked by a participating interest<br />

(previous year)<br />

Other liabilities<br />

(previous year)<br />

Other liabilities<br />

(previous year)<br />

Liabilities are recognized with their redemption amounts.<br />

Rights of lien and retention of ownership supply security in the amount<br />

of € 1,031,000 (previous year: € 2,769,000).<br />

Other liabilities<br />

in €T 12/31/2005 12/31/2004<br />

Taxes 1,865 1,652<br />

Social security 1,377 1,149<br />

Shareholders<br />

49,267 45,891<br />

thereof due to the <strong>Possehl</strong> Stiftung<br />

(49,167) (45,891)<br />

Other 15,002 5,793<br />

Other liabilities 67,511 54,485<br />

Up to<br />

1 year<br />

75,040<br />

(67,098)<br />

52,598<br />

(29,903)<br />

-<br />

(302)<br />

13,107<br />

(11,644)<br />

189<br />

(108)<br />

67,044<br />

(54,040)<br />

80,340<br />

(66,094)<br />

1 – 5<br />

years > 5 years Total<br />

17,148<br />

(17,827)<br />

15<br />

(-)<br />

-<br />

(-)<br />

-<br />

(-)<br />

-<br />

(-)<br />

434<br />

(342)<br />

434<br />

(342)<br />

17<br />

(86)<br />

-<br />

(-)<br />

-<br />

(-)<br />

-<br />

(-)<br />

-<br />

(-)<br />

33<br />

(103)<br />

33<br />

(103)<br />

92,205<br />

(85,011)<br />

52,613<br />

(29,903)<br />

-<br />

(302)<br />

13,107<br />

(11,644)<br />

189<br />

(108)<br />

67,511<br />

(54,485)<br />

80,807<br />

(66,539)<br />

45


46<br />

VIII. CONTINGENT LIABILITIES<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

in €T 12/31/2005 12/31/2004<br />

Notes endorsed and discounted 442 236<br />

Suretyships and guarantees 1,797 1,587<br />

Guarantees/warranties 2,055 2,024<br />

<strong>Co</strong>llateralization of third-party debts 67 0<br />

IX. OTHER FINANCIAL OBLIGATIONS<br />

in €T<br />

Rental/leasing and other<br />

contractual obligations<br />

12/31/2005 12/31/2004<br />

(nominal values)<br />

with a term to maturity of<br />

49,077 29,343<br />

up to 1 year 14,014 3,460<br />

1 – 5 years 7,049 21,908<br />

> 5 years 28,014 3,975<br />

from fi xed-asset purchase commitments 880 1,709<br />

49,957 31,052<br />

X. FINANCIAL DERIVATIVES<br />

<strong>Financial</strong> derivatives are used for the purpose of currency and interest<br />

rate hedges within the Group. Only unconditional forwards on<br />

currencies and currency or interest rate swaps are used.<br />

Notes<br />

The currency forwards are forwards on a US dollar, CAD or Euro basis<br />

not traded at an exchange. In addition to the hedging of balance sheet<br />

items, in the near future upcoming payment obligations from procurement<br />

processes are also hedged against expected adverse currency<br />

trends.<br />

The terms of currency swaps are always short-term, while interest<br />

swaps extend to June 2009. Valuation is based on the mark-to-market<br />

method.<br />

The nominal and market values of derivatives can be seen in the<br />

following overview:<br />

in €T<br />

Nominal<br />

value<br />

12/31/2005<br />

Market<br />

value<br />

12/31/2005<br />

Currency forwards 20,537 -627<br />

Interest rate swaps 17,581 492<br />

Currency swaps 38,001 -2<br />

The market value of the fi nancial instruments is calculated from the<br />

valuation of all transactions as of the balance sheet date without<br />

taking the underlying transactions into account. Risks from the negative<br />

development of derivatives or from the contract partner, which makes<br />

it necessary to set up an impending loss provision, did not exist as of<br />

the balance sheet date.


XI. NOTES TO THE SEGMENTAL REPORTING<br />

General information<br />

The segmentation of the Group’s activities follows the internal reporting<br />

structure and the management of the Group according to the business<br />

segments. On a secondary level, there is a regional split by geographic<br />

regions. Activities and regions that cannot be specifi cally allocated are<br />

combined in a category called “Others”.<br />

Business segments<br />

The Production segment is comprised of the business divisions<br />

Electronics, Precious Metals Processing, Special-Purpose <strong>Co</strong>nstruction<br />

and the business division acquired during the year under review,<br />

Elastomer-Processing.<br />

The Trading segment includes those Group companies that are involved<br />

in the international raw materials trading of minerals, ores, metals,<br />

plastics and chemicals. The product range is rounded out by upstream<br />

and downstream preparation, grinding and processing activities.<br />

The combined activities of the Services segment include the Group’s<br />

companies in environmental protection and the brokerage of insurance<br />

and transport services.<br />

Central service functions that are rendered through holding and intermediate<br />

holding companies are combined in the Holding segment together<br />

with the held fi nancial investments.<br />

Geographic regions<br />

Secondary segmenting is based on the regions of Germany, other<br />

Europe, Asia and America.<br />

Segmental data<br />

The data in the segmental reporting is based on the accounting and<br />

reporting methods applied in the consolidated fi nancial statements<br />

and explained in the notes to the consolidated fi nancial statements.<br />

They are prepared in the sense of economically and legally independent<br />

companies, i.e. without eliminating inter-segmental processes. The<br />

transition of the balance sheet and income statement items to the<br />

items of the consolidated balance sheet and income statement accordingly<br />

represents the extent of the inter-segmental consolidation.<br />

The external sales revenue includes revenue from the sale of the products<br />

and/or the rendering of services to third parties. The inter-segmental<br />

sales result from supply and service relations among the individual<br />

segments. They are offset based on market prices. None of the<br />

sales across the segments are subject to elimination.<br />

As the segmental result, the earnings before taxes (EBT) are reported.<br />

For the differentiation of the segmental assets, the tax claims are subtracted<br />

from the gross assets. The segmental liabilities include provisions<br />

and long- and short-term debt/liabilities excluding tax liabilities.<br />

The balance from other non-cash items includes mainly write-ups,<br />

changes in bad loan losses, provisions (excluding tax provisions) and<br />

changes in inventories.<br />

The inter-segmental lock-in of capital between the operating subsidiaries<br />

of the individual business segments and the holding companies, in<br />

particular the parent company, becomes apparent in the transition of<br />

the segmental assets, liabilities and fi nancial result.<br />

For geographic segmenting, sales are segmented according to the location<br />

of the customer. The segmental assets and investments follow the<br />

location of the respective Group company.<br />

47


48 Notes | Auditors’ report<br />

<strong><strong>Co</strong>nsolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />

XII. TOTAL REMUNERATION OF THE EXECUTIVE<br />

AND SUPERVISORY BOARD<br />

The total remuneration paid to Executive Board members for their<br />

services on behalf of the parent company and subsidiaries totaled<br />

€ 1,843,000 (previous year: € 1,524,000), that paid to the Advisory<br />

<strong>Co</strong>uncil members totaled € 100,000 (previous year: € 0), and that for<br />

Supervisory Board members amounted to € 14,000 (previous year:<br />

€ 135,000).<br />

Former members of the Executive Board and their surviving dependents<br />

received € 711,000 (previous year: € 684,000). The obligations<br />

from current pension payments and vested pension rights are covered<br />

by provisions amounting to € 7,540,000 (previous year: € 7,646,000).<br />

XIII. PROPOSAL ON THE APPROPRIATION OF<br />

PROFITS OF THE PARENT COMPANY<br />

in €<br />

Net profi t 2005 9,394,023.62<br />

Profi t brought forward from the previous year 106,205.55<br />

Net income for the year 9,500,229.17<br />

A proposal was made to disburse from the net income for the year<br />

of € 9,500,229.17 a partial amount of € 5,000,000.00 to the sole<br />

partner, the <strong>Possehl</strong> Stiftung, and to allocate € 4,500,000.00 to<br />

the other retained earnings and to carry forward the remaining<br />

amount of € 229.17 to a new account.<br />

Lübeck, April 12, 2006<br />

L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong><br />

The Executive Board<br />

Uwe Lüders Dr Egon Rudolph


Auditors’ report<br />

We have audited the consolidated fi nancial statements prepared by L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong> – consisting<br />

of the balance sheet, income statement, notes, statement of cash fl ows, and consolidated equity<br />

analysis as well as the segmental reporting – and the group management report for the fi scal year from<br />

January 1, 2005 to December 31, 2005. The preparation of the consolidated fi nancial statements and the<br />

group management report in accordance with German <strong>Co</strong>mmercial <strong>Co</strong>de regulations is the responsibility<br />

of the company’s legal representatives. Our responsibility, based on our audit, is to express an opinion on<br />

the company’s consolidated fi nancial statements and its group management report.<br />

We have conducted our statutory group audit according to the provisions of Art. 317 HGB and with due<br />

regard to the standards on the audit of fi nancial statements generally accepted in Germany as established<br />

by IDW, the Institute of Sworn Public Auditors & Accountants in Germany. Those standards require<br />

that we plan and perform the audit to obtain reasonable assurance that any misstatement or fraud<br />

which has a material impact on the view of the net assets, fi nancial position and results of operations as<br />

presented by the consolidated fi nancial statements in accordance with generally accepted accounting<br />

principles and by the group management report is identifi ed. When planning the audit procedures, knowledge<br />

and understanding of the Group’s business, its economic and legal environment as well as sources<br />

of potential errors are given due consideration. An audit includes examining, largely on a test basis, the<br />

accounting-related internal control system’s effectiveness and the evidence supporting the amounts and<br />

disclosures in the consolidated fi nancial statements and the group management report. The audit also<br />

involves assessing the annual fi nancial statements of companies included in the consolidated fi nancial<br />

statements, the defi nition of the consolidation group, the accounting and consolidation principles used,<br />

and signifi cant estimates made, by the auditee’s legal representatives, as well as evaluating the overall<br />

presentation of the consolidated fi nancial statements and the group management report. We believe that<br />

our audit provides a reasonable basis for our opinion.<br />

Our audit did not result in any objections or exceptions.<br />

It is our opinion based on the knowledge and information obtained during the audit that the consolidated<br />

fi nancial statements, with due regard to the generally accepted accounting principles, present fairly,<br />

in all material respects, the Group’s net assets, fi nancial position and results of operations. The group<br />

management report agrees with the consolidated fi nancial statements and gives a true and fair view of<br />

the Group’s overall position and the risks and opportunities inherent in its future development.<br />

Hamburg, April 12, 2006<br />

BDO Deutsche Warentreuhand<br />

Aktiengesellschaft<br />

Wirtschaftsprüfungsgesellschaft<br />

Dyckerhoff Herbers<br />

Auditor Auditor<br />

49


50<br />

Shareholdings<br />

as of December 31, 2005<br />

Name Location<br />

<strong><strong>Co</strong>nsolidated</strong> subsidiaries<br />

Share of<br />

capital in %<br />

Precious Metals Processing<br />

Heimerle + Meule G<strong>mbH</strong> Pforzheim/Germany 100.00<br />

Electronics<br />

<strong>Possehl</strong> Electronics N.V. ‘s-Hertogenbosch/Netherlands 80.10<br />

<strong>Possehl</strong> Electronics Deutschland G<strong>mbH</strong> Wedel/Germany 100.00<br />

<strong>Possehl</strong> Electronics France S. A. Roche Ia Molière/France 100.00<br />

<strong>Possehl</strong> Electronics Nederland B. V. ‘s-Hertogenbosch/Netherlands 100.00<br />

<strong>Possehl</strong> Electronics Maroc S. A. R. L. Casablanca/Morocco 100.00<br />

<strong>Possehl</strong> Electronics Hong Kong Ltd. Hong Kong/China 100.00<br />

<strong>Possehl</strong> Laminates Ltd. Hong Kong/China 100.00<br />

Shenzhen <strong>Possehl</strong> SEG Electronics <strong>Co</strong>. Ltd. Shenzhen/China 79.67<br />

<strong>Possehl</strong> Electronics (Malaysia) Sdn. Bhd. Malakka/Malaysia 100.00<br />

<strong>Possehl</strong> Electronics Singapore Pte. Ltd. Jurong Town/Singapore 100.00<br />

<strong>Possehl</strong> <strong>Co</strong>nnector Services Illinois, LLC Elk Grove Village/Illinois/USA 100.00<br />

<strong>Possehl</strong> <strong>Co</strong>nnector Services SC, Inc. Rock Hill/South Carolina/USA 100.00<br />

<strong>Possehl</strong> (Malaysia) Sdn. Bhd. Malakka/Malaysia 100.00<br />

Special-Purpose <strong>Co</strong>nstruction<br />

<strong>Possehl</strong> Spezialbau G<strong>mbH</strong> Wiesbaden/Germany 100.00<br />

<strong>Possehl</strong> Aannemingsmaatschappij B. V. Oosterhout/Netherlands 100.00<br />

<strong>Possehl</strong> Spezialbau Ges.m.b.H. Griffen/Austria 100.00<br />

<strong>Possehl</strong> Iberica S.A. Madrid/Spain 100.00<br />

<strong>Possehl</strong> Posebne Gradnje d. o. o. Maribor/Slovenia 100.00<br />

<strong>Possehl</strong> Posebne Gradnje d. o. o. Jastrebarsko/Croatia 100.00<br />

<strong>Possehl</strong> Spezstroj AG<strong>mbH</strong> Minsk/Belarus 100.00<br />

Elastomer-Processing<br />

Harburg-Freudenberger Maschinenbau G<strong>mbH</strong> Hamburg/Germany 100.00<br />

Harburg-Freudenberger France S.A.R.L. Paris/France 100.00<br />

Harburg-Freudenberger Belisce d.o.o. Belisce/Croatia 95.00<br />

HF Rubber Machinery, Inc. Topeka/Kansas/USA 100.00<br />

Overview of Participations<br />

Overview of Participations


Shareholdings<br />

as of December 31, 2005<br />

Name Location<br />

Share of<br />

capital in %<br />

International Trading<br />

<strong>Possehl</strong> Erzkontor G<strong>mbH</strong> Lübeck/Germany 100.00<br />

IRS Stahlhandel G<strong>mbH</strong> Krefeld/Germany 100.00<br />

Mineralmahlwerk C. Welsch G<strong>mbH</strong> Wesel/Germany 100.00<br />

Van Mannekus & <strong>Co</strong>. B. V. Schiedam/Netherlands 100.00<br />

GeoCrete B.V. Schiedam/Netherlands 100.00<br />

<strong>Possehl</strong> Erzkontor Hong Kong Limited Hong Kong/China 100.00<br />

<strong>Possehl</strong>, Inc. Park Ridge/New Jersey/USA 100.00<br />

<strong>Possehl</strong> AE Athens/Greece 99.00<br />

Alumina Trading <strong>Co</strong>. Park Ridge/New Jersey/USA 50.00<br />

<strong>Possehl</strong> (H.K.) Limited Hong Kong/China 100.00<br />

Sino-American Shipping <strong>Co</strong>. Park Ridge/USA 100.00<br />

<strong>Possehl</strong> S. A. de C. V. Cuautitlan/Mexico 61.09<br />

Moliendas Industriales <strong>Possehl</strong> S. A. de C. V. Cuautitlan/Mexico 99.99<br />

<strong>Possehl</strong> Inc. Argentina Buenos Aires/Argentina 100.00<br />

Services<br />

<strong>Possehl</strong> Umweltschutz G<strong>mbH</strong> Lübeck/Germany 100.00<br />

Gesellschaft für das Recycling kontaminierter Industriebrachen <strong>mbH</strong> Lübeck/Germany 100.00<br />

Teutonia Fracht- und Assekuranzkontor G<strong>mbH</strong> Lübeck/Germany 100.00<br />

Lubeca Versicherungskontor G<strong>mbH</strong> Lübeck/Germany 100.00<br />

Participations<br />

<strong>Possehl</strong> Beteiligungsverwaltung G<strong>mbH</strong> Lübeck/Germany 100.00<br />

<strong>Possehl</strong> (H.K.) Holdings Ltd. Hong Kong/China 100.00<br />

51


52<br />

Shareholdings<br />

as of December 31, 2005<br />

Name Location<br />

Non-consolidated subsidiaries<br />

(of minor importance for the Group’s net assets, fi nancial position and earnings)<br />

Overview of Participations<br />

Share of<br />

capital in %<br />

Deutscher Eisenhandel AG Berlin/Germany 99.86<br />

Ravené <strong>Possehl</strong>-Stahl Verlegegesellschaft <strong>mbH</strong> Berlin/Germany 100.00<br />

<strong>Possehl</strong> Sicherheitstechnik G<strong>mbH</strong> Lübeck/Germany 100.00<br />

Lübeck Linie G<strong>mbH</strong> Lübeck/Germany 100.00<br />

Rudolf Scheele & <strong>Co</strong>. G<strong>mbH</strong> Lübeck/Germany 100.00<br />

Ravené Stal Polska Sp.zo.o. Szczecin/Poland 100.00<br />

Harburg-Freudenberger RUS Moscow/Russia 80.00<br />

<strong>Possehl</strong> <strong>Co</strong>nnector Services Inc. Rock Hill/South Carolina/USA 100.00<br />

<strong>Possehl</strong> S. Africa (Proprietary) Ltd. Johannesburg/South Africa 100.00<br />

Associated companies<br />

o.m.t. Oberfl ächen- und Materialtechnologie G<strong>mbH</strong> Lübeck/Germany 25.00<br />

Beck & <strong>Co</strong>. Industriebedarf G<strong>mbH</strong> & <strong>Co</strong>. KG Neuss/Germany 48.75<br />

Holsteiner Humus und Erden G<strong>mbH</strong> Lübeck/Germany 33.33<br />

<strong>Possehl</strong> Kehrmann G<strong>mbH</strong> Duisburg/Germany 50.00<br />

Hako Holding G<strong>mbH</strong> & <strong>Co</strong>. KG Bad Oldesloe/Germany 30.00<br />

Van Mannekus Universal V. O. F. Oudenbosch/Netherlands 50.00<br />

Tianjin Huade Mineral Product <strong>Co</strong>. Ltd. Tanggu/China 30.00<br />

Other non-associated companies<br />

Above 20%<br />

Aravio Grundstücksverwaltungsgesellschaft <strong>mbH</strong> & <strong>Co</strong>. Objekt Braunschweig KG Wiesbaden/Germany 90.00<br />

Aristo Grundstücksverwaltungsgesellschaft <strong>mbH</strong> & <strong>Co</strong>. Objekt Halle KG Wiesbaden/Germany 95.70<br />

Pafravo Grundstücksverwaltungsgesellschaft <strong>mbH</strong> & <strong>Co</strong>., Vermietungs-KG Pöcking/Germany 94.00<br />

Patrimo Grundstücksverwaltungsgesellschaft <strong>mbH</strong> & <strong>Co</strong>. KG Pöcking/Germany 94.00<br />

Bahners G<strong>mbH</strong> Neuss/Germany 50.00<br />

Flender Werft AG Lübeck/Germany 24.00<br />

Steinsvik Olivin AS Folkestad/Norway 21.81<br />

Major investments<br />

Norddeutsche Affi nerie AG Hamburg/Germany 10.00<br />

Süd-Chemie AG Munich/Germany 10.17<br />

Overview of Participations


CONTACTS AND IMPRINT<br />

L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong><br />

Beckergrube 38-52<br />

23552 Lübeck, Germany<br />

Phone: 49 (0) 451 148 – 0<br />

Fax: 49 (0) 451 148 – 255<br />

E-mail: info@possehl.de<br />

Please contact:<br />

Mario Schreiber<br />

Head of <strong>Co</strong>rporate <strong>Co</strong>mmunications<br />

Phone: 49 (0) 451 148 – 304<br />

Fax: 49 (0) 451 148 – 1153<br />

E-mail: mschreiber@possehl.de<br />

Notes<br />

The annual report is available in both German and English.<br />

More information on the company is available on our website at<br />

www.possehl.de.<br />

Imprint<br />

Editor: The Executive Board of L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong><br />

<strong>Co</strong>ordinator: Mario Schreiber<br />

<strong>Co</strong>ncept and design: Berichtsmanufaktur, Hamburg<br />

Photos: <strong>Possehl</strong> Group, Gettyimages, <strong>Co</strong>rbis<br />

Status: May 2006<br />

© L. <strong>Possehl</strong> & <strong>Co</strong>. <strong>mbH</strong>, Lübeck


www.possehl.de

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!