REPORT 2009 - in der Berndorf AG

REPORT 2009

FACTS & FIGURES
in Euro million 2009, 2008, 2007 , 2006 ,
Net sales 337.0 446.0 232.5 217.7
Operating income 330.7 453.1 253.2 216.1
Result from ordinary activities 17.3 35.3 25.0 17.3
Net profit 0.3 16.1 21.3 12.4
Cashflow 32.7 48.6 33.5 26.9
Equity 106.6 113.1 101.7 78.0
Interest bearing net debt* 18.3 10.3 30.6 14.0
Fixed assets 115.8 117.8 113.0 74.1
Working capital** 126.6 139.4 52.0 59.7
Total assets* 262.2 304.5 282.3 178.1
Return on result from ordinary activities 5.2% 7.8% 9.9% 8.0%
Return on cashflow 9.9% 10.7% 13.2% 12.5%
Equity ratio* 40.7% 37.1% 36.0% 43.8%
Long term capital ratio** 70.7% 60.4% 49.1% 58.3%
Headcount 2,136 2,383 2,288 1,068
Sales per employee*** 0.15 0.19 0.19 0.20
* minus cash & marketable securities
** according to company standards
*** in relation to total number of employees excluding HASCO (1,368) since HASCO was not included in the 2007 result

Introduction
Organisation Chart
The companies of Berndorf AG
History
Strategy & positioning
Branches
Milestones
Status report
Market conditions
Sales
Income
Financial position
Investments
Research & developement
Workforce
Riskmanagement
Outlook
Report of the supervisory board
Financials
Balance sheet
Income statement
Cashfl ow
Audit opinion
Adresses
Page 2
Page 4
Page 6
Page 22
Page 31
Page 38
CONTENT
BERNDORF AG 2009 1

Franz Viehböck, CTO Peter Pichler, CEO Dietmar Müller, CFO
2 BERNDORF AG 2009
Dear friends of Berndorf,
After several years in which the Berndorf Group grew organically and through
acquisition and regularly exceeded its previous year‘s performance, in 2009 we
faced a global recession, the likes of which few of us had ever experienced. Following
a partial collapse of the fi nancial markets, we witnessed a dramatic change
that would bring to an end the period of continuous growth we had enjoyed since
2003. The crisis, which was unusual in both its severity and its speed, led to a
fall in sales and earnings which, although anticipated, was unprecedented within
the recent history of the Berndorf Group.
The result was serious decreases in certain segments (not just for the Berndorf
Group but also for other companies) of up to 25% in sales and order infl ow,
although the impact may have been overstated in some sectors. The present,
unusually robust recovery in exports shows that the business environment has
now become much more volatile and that we need to fi nd new ways of dealing
with this situation.
Taking a longer term view, we see that growth accelerated between 2006 and
2008 to a level that was higher than in the previous years. In the same way that
this sudden increase in growth may have been overstated to some degree, the
severity of the downturn may also have been exaggerated. What we do know for
certain is that, after a number of good years, the Berndorf Group experienced a
strong downturn in 2009, demonstrating quite clearly that fl uctuations in economic
activity are increasing in severity and that the business environment is
becoming more volatile and thus more diffi cult to deal with.

Against this background, we fi rmly believe that we achieved a respectable result.
Although the Berndorf Group companies, as suppliers of capital goods, are very
exposed to the fl uctuations of the economic cycle, we were able to respond to
events appropriately for a number of reasons. We identifi ed the crisis in good
time and reacted quickly to it. We had been able to prepare ourselves for the
eventuality in previous years by accumulating reserves and being forward-looking
in our risk management planning and, of course, taking full advantage of our
strengths as a conglomerate. The impact of the crisis was felt by the various
Berndorf Group divisions at different times. Thanks to the good communications
that exist within the Group, each part of the Group was able to learn from the
experience of the others. Nevertheless, painful cutbacks were unavoidable in the
year under review and we were forced to reduce the size of the workforce for the
fi rst time in many years. These decisions were not easy and were implemented
with a maximum of sensitivity.
All of our senior managers and employees had to deal with a new set of challenges
in 2009. We know from experience how important it is to have the kind of mutual
trust that we have been able to establish over recent years. Particularly after a
crisis that was largely characterised by a loss of confi dence, we are grateful that
we still enjoy a confi dent and positive relationship not only with our workforce but
also with our customers and suppliers. We would like to thank all members of our
workforce who have proven themselves during this crisis, and the Works Council
and Supervisory Board for their valued cooperation. This has been very infl uential
in helping us make the right decisions with a minimum of delay.
INTRODUCTION
BERNDORF AG 2009 3

ORGANIZATION CHART
B
E
R
N
D
O
R
F
G
R
O
U
P
G
R
O
U
P
C
O
N
S
O
L
I
D
A
T
E
D
4 BERNDORF AG 2009
TOOL & MOULD
MAKING
PROCESS- &
SURFACE
TECHNOLOGY
The companies of Berndorf AG
HASCO Hasenclever
GmbH + Co KG
Berndorf Band GmbH
HASCO Austria GmbH
Berndorf Band
Engineering GmbH
HASCO Romania
S.R.L.
Berndorf Belt
Technology, Inc.
HEAT TREATMENT Aichelin GmbH Aichelin Service GmbH EMA Indutec GmbH
POOL
CONSTRUCTION
MACHINERY,
BELTS
HEAT TREATMENT
JOINT VENTURES
INDUSTRY
Berndorf Metall- und
Bäderbau GmbH
Berndorf Belt
Systems Inc.
Aichelin
Brasil Ltda.
Berndorf Metallwaren
GmbH
Nippon Belting
Co., Ltd.
Aichelin Heat
Treatment Systems
Inc. Ltd.
PC Electric GmbH Joh. Pengg AG
Berndorf Metall- und
Bäderbau AG
Steel Belt
Systems s.r.l.
POOL
CONSTRUCTION
Lumpi-Berndorf
Draht- und
Seilwerk GmbH

RUNO Rundteile GmbH SFR Formenbau GmbH
Hueck Rheinische
GmbH
NOXMAT GmbH
Berndorf Bäderbau
s.r.o.
Berndorf Steel
Belt Systems
Ltd. Co.
Berndorf Bäderbau
Polen sp. z o.o.
JOINT VENTURES
SERVICE
Hueck Engraving
GmbH & Co. KG
Four Electrique
Delémont S.A.
PROCESS
EGINEERING
Beijing Baidefu
Technology
Developement Co., Ltd
Berndorf Bäderbau
SK s.r.o.
Imagination
Computer
Services GmbH
The companies of Berndorf AG
HATAG Handel
& Technik
Berndorf Hueck
America, Inc.
SAFED
France S.A.S.
Silica
Verfahrenstechnik
GmbH
Rheinische Technology
GmbH
Berndorf Bäderbau
Hungária Kft.
Online Media
Communications
Design GmbH
HASCO formservice
AB
SAFED Industrieöfen
GmbH
Silica
Anlagenbau GmbH &
Co. KG
Berndorf Bäderbau
Rumänien s.r.l.
Atensor Engineering
and Technology
Systems GmbH
ORGANIZATION CHART
Aichelin Heat
Treatment Systems
(Beijing) Co. Ltd.
Berndorf
Sondermaschinenbau
GmbH
BERNDORF AG 2009 5

HISTORY
1843
1856
1870
1874
1900
1924
1932
1938
1945
1957
1986
1988
6 BERNDORF AG 2009
The companies of Berndorf AG
Alfred Krupp and Alexander Schoeller found Berndorfer Metallwerke and produce
cutlery that should be affordable to everyone
The company makes its fi rst profi ts
More than 1,000 employees
First company in Austria using electricity
Global market leader for tableware, approximately 3,000 employees
Approximately 6,000 employees
Creditanstalt takes over ownership; due to the worldwide economic crisis,
plants are closed and people laid off or put on short time, 800 employees
Incorporation into the Krupp Group, arms production
Company under Soviet administration, removal of all machinery
Merger with the Ranshofen aluminium plant to form Vereinigte Metallwerke
Ranshofen-Berndorf
Restructuring and reorganisation under Norbert Zimmermann’s leadership
Management buy-out by nine-member management team
Foundation of
Berndorfer Metallwerke
1843
1856
Global market leader
1874
1900
1924
1932
1957
1986
Vereinigte Metallwerke
Ranshofen-Berndorf

Management-Buy-out
1988
1997
Flotation SBO
Acquisitions of HASCO, SAFED
und Rheinische Press Pad
2001
The companies of Berndorf AG
2007
2005
New Board of directors
2008
2009
Beginning of a global
fi nancial crisis
Participation in Silica Verfahrenstechnik
Participation in PC Electric
Acquisition of Schoeller-Bleckmann
Acquisition of Aichelin
Flotation of Schoeller-Bleckmann on EASDAQ in Brussels
Participation in Joh. Pengg
Cooperation between Berndorf Band and Hueck Engraving
Sale of cutlery division to Guy Degrenne
Capital increase of Schoeller-Bleckmann and reduction of shares to 31%, start
of an investment programme worth EUR150 million at Schoeller-Bleckmann
Joint venture of Lumpi-Berndorf Draht- und Seilwerk
Acquisitions of HASCO, SAFED and Rheinische Press Pad
New Board of Directors at Berndorf AG
BERNDORF AG 2009 7
1991
1994
1995
1997
1999
2001
2005
2006
2007
2008

STRATEGY & POSITIONING
Medium suzed companies,
managed decentralized
„Hidden champions“
Long term perspective
8 BERNDORF AG 2009
The companies of Berndorf AG
The Berndorf Group comprises a number of internationally active companies
which are very well positioned in niche markets. These medium-sized companies
are managed on a decentralized, entrepreneurial basis by managing directors
who are fully authorised to take swift, strategic decisions. This structure enables
us to respond quickly and fl exibly to customer and market needs. Our corporate
culture emphasises trust and openness. The fact that managing directors and
employees own profi t participation rights in their own lead companies contributes
considerably to the Group’s success by boosting the entrepreneurial involvement
of the entire workforce. This employee shareholding scheme, which was
revised in 2004, has proved a great success. This direct participation in the
success of the company also strengthens the desire of employees to remain with
the company.
Our policy of strategically positioning our companies in niche markets enables
them to gain a substantial share of their market and makes each one of them
a „hidden champion“ amongst Austrian and German exporters. Our companies
maximise their competitiveness by carefully targeting their product programmes
and maintaining an awareness of their own strengths. We believe that our effi -
cient innovation processes and global approach to the marketing of products,
solutions and services will secure our market-leading position and drive our future
growth.
Acquisitions and restructuring are amongst the core competencies of Berndorf
AG. We have shown on a number of occasions that we can act quickly to offer
successful entrepreneurs, employees, suppliers and customers a partnership opportunity
with genuine long-term prospects. Indeed, we place great value on a

The companies of Berndorf AG
culture of mutual trust and respect in working towards an optimum solution for
all parties. As a result of our many years of experience with acquisitions, we have
grown to understand the nature of both international corporations and more traditional,
family-owned businesses.
After the management buy-out in 1988, the Berndorf Group elected to transform
itself into an internationally focused company. Whilst only 2% of our employees
worked abroad in 1988, by 2009, this fi gure had increased to two thirds. International
and export sales now account for 90% of Group revenues.
The companies in the Berndorf Group specialise in high-tech toolmaking, plant
engineering and construction, and metalworking. Our employees are skilled in
all of the production processes involved in the manufacture of high-tech niche
products, including forging, drilling and milling using highly sophisticated, state-of-the-art
machines, levelling, grinding, polishing, welding and texturing – all
with great precision and to extremely fi ne tolerances. We also design and develop
plant and machinery for innovative process technologies.
The Berndorf Group is an international concern with more than 60 production
and service companies in over 20 countries, mainly in Europe, the USA, China,
India and Brazil.
Over the past few years, Berndorf AG has turned itself into a successful international
group. This success will form the basis for further growth, powered equally
by innovation and a strong desire to shape the future.
STRATEGY & POSITIONING
Tool making and plant construction
Metalworking
Global outlook
BERNDORF AG 2009 9

TOOL & MOULD MAKING
10 BERNDORF AG 2009
The companies of Berndorf AG

The companies of Berndorf AG
With more than 20 locations around the world, Hasco, headquartered in Lüden-
scheid in North Rhine-Westphalia, is a leading specialist partner to the tool and
mould making industry.
Its production range includes standard mould units, hot runner systems as well
as custom designs – all backed by extensive technical service and support. Standard
mould units are the basic component of injection moulding and punching.
The company was established in 1924 and grew from modest beginnings as a
small workshop into an international industrial enterprise. The invention by Rolf
Hasenclever in 1959 of the first modular system for the production of injection
moulding tools for use with metal and plastic marked the beginning of a very
successful period. This system, which was granted worldwide patents, remains
state-of-the-art today.
Hasco accounted for around one quarter of the Berndorf Group‘s total sales
volume in 2009. The Group‘s largest acquisition after the 1988 management
buy-out, Hasco complements the other Berndorf Group companies in several
respects. Hasco is a successful B2B niche supplier in the metalworking industry.
It serves an international customer base and is well positioned as one of the
top-three suppliers in the industry. Hasco is known for the exceptionally high
quality of its products, and its steady stream of innovations has helped it gain an
excellent reputation amongst its customers.
TOOL & MOULD MAKING
Hotrunner technology
Standards: Basic elements in mouldma-
king and tooling
BERNDORF AG 2009 11

PROCESS & SURFACE TECHNOLOGY
12 BERNDORF AG 2009
The companies of Berndorf AG

The companies of Berndorf AG
Berndorf Band
Berndorf Band produces endless steel belts and press plates which are used primarily
by the wood, food and chemical industries. These belts are incorporated
into complex industrial machines and systems, as well as into more straightforward
belt conveyor systems. Materials used for the belts include stainless steel,
carbon steel and titanium. Up to 200 metres in length and just a few millimetres
thick, the belts must be insensitive to pressure and temperature fluctuations during
production processes. The quality of the belts depends greatly on the quality
of their surface finish, and Berndorf Band is able to achieve a mirror-finish even
after welding. These highly polished belts are used, for example, in the production
of optical films for LCD screens.
Berndorf Band Engineering
Berndorf Band Engineering is the world leader in the optimisation of continuous
production processes in which steel belts play a key role. It helps companies in
the plastic, paper and food industries develop and optimise their processes.
Press plate technology and surface treatment
The Hueck Rheinische group of companies, headquartered in Viersen, Germany,
is the world‘s leading specialist in surface textured press plates and in surface
decoration technology for HPL sheets, short cycle press plates and press pads.
Hueck Rheinische products are used in the wood and wood laminating industries,
where the company‘s advanced technologies have earned it an unrivalled reputation.
Press plates are used in the production of laminated timber products to
produce the kind of surface textures that are popular for furniture and flooring.
PROCESS & SURFACE TECHNOLOGY
Steel belts
Press plates for pearl and quartz decors
BERNDORF AG 2009 13

HEAT TREATMENT
14 BERNDORF AG 2009
The companies of Berndorf AG

The companies of Berndorf AG
Aichelin is a world leading manufacturer of industrial plants for the heat treat-
ment of metal components. Most of the plants are deployed in the automotive
and auto component industry, in hardening shops, in the screw fastener and roller
bearings industries, as well as by manufacturers of high volume, high tolerance
parts. The company produces electrically- and gas-heated furnaces including, for
example, multi-purpose chamber, pusher type, conveyor belt, ring hearth, rotary
hearth and roller hearth furnaces.
Aichelin’s subsidiary EMA Indutec GmbH is a technology leader in induction
hardening plants and frequency converters.
Noxmat GmbH is a specialist manufacturer of industrial gas burners and controllers,
which are used in furnaces for preheating and heat treating ferrous and
non-ferrous metals.
The future of the heat treatment sector relies, as in many other sectors, on
the deployment of new and energy-efficient technologies. The Aichelin heat
treatment plants, whose efficiency has been improved by a variety of innovative
measures, not only save money by using less energy; they also help protect
the environment and our valuable resources. These energy saving improvements
offer major technological benefits, particularly to operators of plants with high
energy consumption.
Aichelin was the Berndorf Group company with the highest sales in 2009, equi-
valent to approximately one third of the Group‘s total sales. The Aichelin Group
owns companies in Austria, Switzerland and Germany, and has branches in China,
India, the USA and Brazil.
HEAT TREATMENT
Plants for the automotive industry
Plants for semi finished parts
BERNDORF AG 2009 15

POOL CONSTRUCTION
16 BERNDORF AG 2009
The companies of Berndorf AG

The companies of Berndorf AG
Berndorf Bäderbau specialises in the construction of turnkey swimming pools
and associated equipment. It also acts as general contractor for year-round pools
– all of advanced stainless steel construction – and offers tailor-made solutions
for a wide variety of applications, from planning through to a ready-to-use pool
installation. The company‘s stainless steel pools are suitable for installation in
private swimming pools, in hotels and spas, as well as in public swimming pools.
The pools are made at the company‘s site in Berndorf as well as at the company‘s
new production facility in the Czech Republic.
With branches in Germany, Switzerland, the Czech Republic, Slovakia, Poland
and Romania, Berndorf Bäderbau is the leading supplier of stainless steel pools
in Central Europe. Sales partners in Europe and Russia provide support for projects,
which have so far been completed in some 20 countries. Since it was
founded in 1960, the company has installed over 5,000 swimming pools. Berndorf
Bäderbau‘s activities are not limited to the installation of swimming pools:
the company also provides fi nancing and pool management under public/private
partnership models.
POOL CONSTRUCTION
crystal light tile
Olympic pool in Cluj (Romanie)
BERNDORF AG 2009 17

PROCESS ENGINEERING, JOINT VENTURES
18 BERNDORF AG 2009
The companies of Berndorf AG

The companies of Berndorf AG
Process engineering
Silica Verfahrenstechnik, based in Berlin, supplies adsorption technology from
design through to turnkey installations. Silica plans and manufactures complete
adsorption installations for a variety of applications such as the drying and purification
of air and gases, purification of process gases, waste air purification,
solvent recovery and natural gas processing.
Joint ventures
The Group has joint ventures with PC Electric, Joh. Pengg, Lumpi-Berndorf and
a number of smaller companies in the services sector.
PC Electric produces industrial connectors, earthed plugs, switches and plastic
distribution boxes. With exports accounting for 80% of its sales, the company is
one of the world‘s leading suppliers of CEE connectors. Its branches and subsidiaries
in Poland, Germany and Sri Lanka are well placed to supply local markets
flexibly and quickly.
Joh. Pengg AG specialises in high specification wire products for use in springs
and spring assemblies. The advanced specialist wire products made at its production
plants in Austria, the Czech Republic and India meet the individual requirements
of the automotive, electrical and engineering industries to the highest
quality. The company produces drawn wire, oil tempered or coated spring wire,
and shaped wire.
Lumpi-Berndorf is one of Europe‘s leading suppliers of wire cables and overhead
cables. At its plants in Linz and Berndorf, the company manufactures aluminium
clad steel wires and special electric power transmission cables.
PROCESS ENGINEERING, JOINT VENTURES
Adsorption unit for
gas-conditioning
Plug units
BERNDORF AG 2009 19

MILESTONES IN 2009
Aichelin: Joint Venture India
Aichelin: Setups in China of
EMA and Noxmat
Hasco: Restructuring
20 BERNDORF AG 2009
The companies of Berndorf AG
In India, the Aichelin Group took another step in the ongoing expansion of its
international presence. Working with a local partner, it set up a company to manufacture
heat treatment plants with the aim of capturing a share of the growing
Indian market. The partnership with an established plant engineering business
will help the company establish itself on the market more quickly and more effi
ciently.
Following on from the success of Aichelin heat treatment plants in China, two
more Aichelin Group companies plan to establish a foothold there. EMA Indutec
has set up a branch in China to market its hardening systems. The company
makes hardening machines, which have found particular favour in the booming
wind turbine market where they are used to treat gears and other mechanical
components for wind turbines. Noxmat is currently setting up a local manufacturing
operation to enable it to supply the Asian markets more quickly and more
competitively.
Despite the diffi cult market conditions, Hasco proceeded with its restructuring
speedily. It completed the move into its new offi ce building, implemented additional
investment in modernising its production and made necessary organisational
adjustments. Hasco is now well positioned for the next business cycle and
ready to respond even more quickly to future market needs.

The companies of Berndorf AG
Hueck Rheinische also continues to follow the internationalisation trend. It acquired
a Russian press pad manufacturer, which will supply the Russian market
in the future. This move has strengthened Hueck Rheinische‘s international presence
and enabled it to market its products more vigorously to the growth market
in Russia.
As the largest supplier of swimming pools in Central Europe, Berndorf Bäderbau
initiated an investment programme to renew its plant and equipment. The
programme‘s key tasks are modernising the production facilities and completely
refurbishing the factory building in Austria, to enable the company to respond
more quickly to customer wishes and to further improve production quality. In addition
to the investment programme at the Berndorf site, a new production building
was built in Bystrice nad Olsi in the Czech Republic, which will enable the
company to service the local demand in the Czech Republic and Poland faster.
Expanding and networking our knowledge base will remain the cornerstone of the
Group‘s continuing success. In 2009, we set up the Berndorf Academy to give
a boost to our staff development activities. We believe that the regular meetings
will improve the networking of the Group‘s specialists and highlight intra-Group
career opportunities.
MILESTONES IN 2009
Hueck Rheinische:
Press pad manufactorer acquired
Berndorf Bäderbau:
Investment programme and new production
building in the Czech Republic
Berndorf Academy
BERNDORF AG 2009 21

MARKET CONDITIONS
Golbal economic decline
China growing
22 BERNDORF AG 2009
Management report
Economic output began to fall during 2008, fi rst in Japan, then in the euro area,
and fi nally in the United States. The decline continued well into 2009. It was not
until the third quarter of 2009 that growth returned, albeit at a modest level. In
2009, for the fi rst time since the Second World War, GDP in the US fell by 2%.
The recession ended in the fourth quarter of 2009. Europe experienced an even
more dramatic drop in economic output: 4% in the euro area, and a remarkable
5% in Germany. The capital goods industry in particular was badly hit by these
events. To make matters worse, inventories were reduced in 2009, which, according
to the Federation of Austrian Industries, resulted in a 25% drop in order
levels.
The situation was completely different in China, whose economy grew by 9%
even in 2009 – the year in which China overtook Germany as the world‘s largest
exporter
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The economic situation had a strong impact on the sales of the Berndorf Group.
After several years of growth, sales fell by 24% in 2009, to EUR 337 million.
The movement was not affected by one-off events such as the acquisitions and
deconsolidations of the previous year. Without taking into account the latest
acquisition of Hasco, which was consolidated for the fi rst time in 2008, sales
would still have exceeded those of the successful years of 2005 to 2007.
The decline was due to the extremely diffi cult economic situation, which led to
reduced investment spending, the deferral of orders and lower than expected
order volumes. The downturn had a similar effect on virtually all of the Group‘s
operations.
Business performance in the fast-growing Chinese economy was much more encouraging.
The order situation deteriorated steadily during 2009. While we were
still working through outstanding orders in the fi rst half of the year and order
intake was low, we noted a continuing improvement in incoming orders in the
second half of the year.
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Improvement in the second half
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SALES
BERNDORF AG 2009 23

INCOME, FINANCIAL POSITION
Respectable result
High equity ratio
24 BERNDORF AG 2009
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Management report
In 2009, the result from ordinary activities was EUR 17.3 million, which is on a
par with our performance in 2006. Although this fi gure is half that of the previous
year, we consider this to be a respectable result in a business environment
that has rarely been more diffi cult. Despite the economic conditions, we are still
very much in the black, and all Group companies are well positioned for the long
haul.
As at 31 December 2009, the total assets of the Berndorf Group fell by EUR
51.1 million to EUR 375 million compared with the previous year. We are pleased
to report that the equity capital still stands at EUR 101.9 million, which is above
the level of 2007.
As a result of the reduction in total assets, the equity ratio has increased to
28.4% (previous year: 26.5%) Because our liquidity remains sound, it makes
sense to calculate the equity ratio on the basis of total assets less cash and cash
equivalents when analysing the equity structure. The net equity ratio has increased
compared with the previous year and stands at 40.7%.
Cash fl ow from operations amounted to EUR 32.7 million in the 2009 fi nancial
year, compared with EUR 48.6 in the previous year.
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Management report
The Berndorf Group‘s liquidity position stands at EUR 112.8, which can be used
at any time for investment projects. This liquidity gives us great fl exibility. It not
only enables us to take appropriate and timely action whenever needed in these
diffi cult economic times; it also enables us to take full advantage of opportunities
that suddenly present themselves. This fi nancial position means that the
Berndorf Group is well positioned for the challenging times ahead. We were able
to protect our reserves in the year under review, and the Group companies were
largely successful in drawing upon their own resources to deal with the effects
of the economic crisis.
Our long-term fi nancing needs are also well secured by our bond. There was no
need to renegotiate bank lines of credit. We did not feel that it was necessary
last year to consider availing ourselves of the public funding made available to
stimulate the economy. Our precise, forward-looking liquidity planning enables us
to remain self-suffi cient over the long term. We are not currently making use of
debt factoring or asset backed securities. The Group prefers to follow its previous
path of prudent accounting without resorting to any fi nancial manoeuvring.
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FINANCIAL POSITION
Flexibility by liquidity
Long-term fi nancing
BERNDORF AG 2009 25

Investments
Research & Developement
26 BERNDORF AG 2009
Management report
INVESTMENTS, RESEARCH & DEVELOPEMENT
In 2009, we were very cautious with our investment spending, which we adjusted
to meet the economic realities of the fi nancial crisis. Hasco carried on with and
completed the investments it had initiated under its restructuring programme.
Further investment was approved for the expansion that Hueck Rheinische had
already embarked upon.
Additionally, all Group companies continued to invest in the equipment and machinery
needed to maintain the high standard of their modern production facilities
and to strengthen the Group‘s innovative capabilities. We also continued
to invest in rationalisation and effi ciency measures. At EUR 19.1 million, the
Berndorf Group‘s investment activity corresponded to approximately 58.4% of
its gross cash fl ow.
Year-on-year investment fell by 24.8% (previous year: EUR 25.4 million). The
Group companies fi nanced their investments mainly from their operating cash
fl ow. The investment in fi xed assets of EUR 12.2 million is set against depreciation
and amortisation of EUR 12.8 million.
In partnership with the ECHEM competence centre, the Berndorf Group continued
to invest in its research and development programme. R&D teams working
for the companies in the Berndorf Group interface with universities, research
centres and customers. Our ongoing close relationship with our customers plays
an important role in the creation of new developments, our customers provide
us with the valuable practical knowledge that often stimulates innovation which
are immediately realisable. We wish to emphatically confi rm our intention to

maintain the research budgets in the coming years in order to consolidate the
technological lead that, even in these challenging times, gives us our competitive
edge in the market.
In 2009, the fully consolidated companies employed an average of 2,136 people
– 990 shop fl oor workers and 1,146 administrative and managerial staff.
Following the introduction of a restructuring programme in the fourth quarter of
2008, nearly all areas of the Group were subject to structural adjustments, which
also affected the permanent workforce.
As well as cutting down overtime and accumulated holidays, it was necessary to
reduce the number of temporary agency staff. Short-time working was introduced
in some plants in order to ensure that our subject specialists are fully occupied
over the long term. We also stepped up maintenance and repair work and training
programmes.
Although 90% of our turnover is generated abroad, and our latest acquisitions
were located almost exclusively outside Austria, around one third of the Group‘s
workforce is still employed in Austria. Berndorf AG has a clear commitment to
Austria, and particularly to Lower Austria (Berndorf, Mödling, Guntramsdorf), as
a business location.
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Management report
RESEARCH & DEVELOPEMENT, WORKFORCE
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Workforce
BERNDORF AG 2009 27

Opportunity and risk management
Outlook 2010
28 BERNDORF AG 2009
Management report
OPPORTUNITY & RISKMANAGEMENT, OUTLOOK
Employees throughout the Group have a highly developed and deeply ingrained
awareness of the potential risks in procurement, distribution and customer relations,
and an ability to assess the risks involved in new product development. Our
varied production portfolio acts as a buffer against cyclical fl uctuations, whilst
our broad customer base minimises our exposure to serious individual losses.
Thanks to the precautions we have taken, the risk of fl ooding from the Triesting
river is now minimal. As a result of the crisis, we placed a strong emphasis on
risk management in the year under review and established an enterprise risk management
model. This is used to evaluate and process individual risk positions
and so optimise the risk profi le of the Group.
We control fi nancial risk by fi xing interest rates and balance currency risk, where it
makes sense to do so, by forward trading and manufacturing locally. We maintain
a degree of fl exibility in passing on fl uctuations in prices and the cost of primary
materials to our customers. Thanks to our adequate equity capital base (equity
capital 28.4% gross, 40.7% net) and available liquidity of EUR 112.8 million,
there are no reasons to fear liquidity risks. Credit risks are minimised by insurance
and the diversifi ed customer base of the Berndorf Group‘s companies.
The risks to which the Berndorf Group is exposed remain manageable and therefore
do not pose a threat to the continued existence of the company.
According to the reports of an economic upturn that have been appearing since
mid-2009, economists expect the economy to grow more slowly after the crisis
than during the years leading up to it. Whilst annual growth in GDP in the years
prior to the fi nancial crisis averaged about 3%, the Austrian Institute of Economic
Research is forecasting an average growth of under 2% for Austria to 2014.
Growth in Austria is expected to fall below 1.5% in 2010, with a slight improvement
in 2011. Export growth should be more dynamic. Moderate growth is
expected for the euro area in 2010. Driving this growth is the catching-up that is
happening in China and India, whose economies continue to expand vigorously.

We hope that these positive forecasts continue well into the future and that the
economy will soon benefi t from some real growth. Even if order levels do stabilise,
it is always possible for another crisis situation to occur that will dampen
down the recovery. We expect that future growth will not be able to compensate
in the medium term for the slowdown in the European economy. We must also
accept that planning will be hampered by larger economic fl uctuations than was
the case in the past. Consequently, we have prepared strategies for a variety of
scenarios, which we can easily modify at short notice. In the future, fl exibility and
responsiveness will be more important than ever.
Growth will come from internationalisation. With our joint ventures and newly
founded companies we have already taken steps in this direction and are ready
to push ahead with the internationalisation of the Berndorf Group. Furthermore,
we have authorised an ample investment budget for 2010 and intend to invest in
innovation and in measures to improve both effi ciency and quality. The economic
crisis has given us an opportunity to gain additional market shares in our current
markets and to consider making further, interesting acquisitions. The formation
of the ABAG holding company offers us a new opportunity to look further afi eld
for acquisitions.
We would like to take this opportunity to thank all of our employees for their hard
work in the past and look forward to working together to meet whatever challenges
the next few years have in store.
Berndorf, March 2010
The Board of Directors
Management report
Strategies prepared
Growth from internationalisation and
investnents
Franz Viehböck Peter Pichler Dietmar Müller
8 years at Berndorf 20 years at Berndorf 20 years at Berndorf
OUTLOOK
BERNDORF AG 2009 29

REPORT OF THE SUPERVISORY BOARD
30 BERNDORF AG 2009
Report of the Supervisory Board
In the 2009 fi nancial year, the Supervisory Board held fi ve meetings and performed
its duties in accordance with the law and the articles of association.
The Board of Directors informed the Supervisory Board at regular intervals verbally
and in writing about the course of business and about the situation of the
Group and the Group companies. The Supervisory Board discussed in detail all
transactions and measures requiring its approval.
At the meetings of the Supervisory Board, members particularly discussed acquisitions,
the economic situation of the Group companies and their outlook,
measures to improve competitiveness and market position, as well as the Group’s
investment and fi nancial planning.
The 2009 fi nancial statements and consolidated fi nancial statements of Berndorf
AG prepared by the Board of Directors, and the consolidated management
report summarised in the management report, were audited by Deloitte Wirtschaftsprüfungs
GmbH. Examination of the fi nancial statements and consolidated
fi nancial statements did not reveal any material grounds for objection and
were thus awarded an unqualifi ed opinion.
The Supervisory Board agrees with the result of the audit, with the fi nancial
statements including the management report and proposal for the appropriation
of net income submitted by the Board of Directors, and approves the fi nancial
statements in accordance with § 125 par. 3 of the Austrian Stock Exchange Act
(Aktiengesetz), which are thus considered adopted.
The Board also agrees with the consolidated fi nancial statements prepared in
accordance with § 246 of the Austrian Corporate Code (Unternehmensgesetzbuch).
We would like to express our sincere thanks to the members of the Board of Directors
and to all employees for their dedication and outstanding performance.
Berndorf, March 2010
Norbert Zimmermann, Chairman of the supervisory board

FINANCIALS
BERNDORF AG 2009 31

BALANCE SHEET (ASSETS)
32 BERNDORF AG 2009
Financials
IN € THOUSANDS 2009 2008
A. Fixed assets 115,825 117,796
I. Intangible assets 3,524 4,085
II. Property, olant and equipment 82,272 85,087
III. Financial assets 30,029 28,624
B. Current assets 257,558 306,668
I. Inventories 64,344 92,392
1. Raw materials and supplies 23,930 30,172
2. Work in progress less prepayments from customers 14,286 26,807
3. Finished goods and trading stock less prepayments from customers 12,412 17,897
4. Service not yet invoiced less prepayments from customers 2,595 7,596
5. Advance payments 11,121 9,920
II. Receivables and other assets 80,397 92,645
1. Accounts receivable - trade 54,490 66,002
2. Accounts due from affi liated companies (nonconsolidated) 10,809 12,085
3. Other receivables and assets 15,098 14,558
III. Marketable securities 69,338 67,795
Other marketable securities
IV. Cash on hand and in banks 43,479 53,836
C. Prepaid Expenses 1,652 1,636
(incl. deferred taxes of € 537k; prev. year € 531k)
TOTAL ASSETS 375,035 426, 101
For further information please contact:
Maximilian Berger, T: +43 / 2672 / 82 900-206, mabe@berndorf.co.at

Financials
BALANCE SHEET (LIABILITIES)
IN € THOUSANDS 2009 2008
A. Shareholder‘s equity 101,864 108,018
I. Capital stock 11,000 11,000
II. Participation certifi cate 1,222 1,222
III. Capital surplus 1,778 1,778
IV. Reserves 22,009 22,077
V. Translation component 439 1,729
VI. Minority interests 12,375 17,535
VII. Unappropriated retained earnings 53,041 52,677
B. Untaxed reserves 4,747 5,047
1. Reserve from accelerated depreciation and other special write-off 3,779 3,738
2. Other untaxed reserves 968 1,309
C. Grants 1,056 1,241
Grants, § 3 Abs 1 Z 6 EStG
D. Accrued liabilities 75,241 93,754
1. Accrual for serverence payments 10,094 15,880
2. Accruals for pensions 14,793 14,625
3. Tax accruals 3,130 6,197
4. Other accruals 47,224 57,052
E. Liabilities 190,062 215,012
1. Loans 45,000 45,000
2. ERP loans (subsidised) 5,526 6,561
3. Bank loans and overdrafts 80,628 80,412
4. Advance payments 29,721 47,875
5. Trade accounts payable 16,974 21,736
6. Liabilities due to drawn drafts and issued promissory notes 0 35
7. Accounts payable to affi liated companies 1,577 2,758
8. Accounts payable to affi liated companies (groups) 1,246 622
9. Other liabilities 9,390 10,058
F. Deferred income 2,066 3,029
TOTAL LIABILITIES 375,035 426,101
Contingent liabilities 27,090 18,112
BERNDORF AG 2009 33

INCOME STATEMENT
34 BERNDORF AG 2009
Financials
IN € THOUSANDS 2009 2008
1. NET SALES 336,999 445,961
2. Decrease -8,019 4,561
in fi nished goods and work in progress
3. Own work capitalised 1,697 2,579
4. Other operating income 12,373 15,791
a) Income from sale of property, plant and equipment 455 1,298
b) Income from reversal of accruals 2,532 1,752
c) Other 9,387 12,740
5. Costs of materials and services -151,074 -209,635
a) Cost of raw materials, supplies and trading stock -133,570 -182,185
b) Cost of purchased services -17,504 -27,450
6. Personnel expenses -101,111 -127,537
a) Wages -29,106 -38,768
b) Salaries -52,119 - 63,526
c) Allocation of accrual for severance payments -687 -1,659
d) Expenses for pensions -1,514 -1,737
e) Expenses for statutory social security and -17,828 -21,024
payroll related contributions
f) Other social benefi t 143 -823
7. Amortisation on intangible and depreciation on tangible assets -15,368 -13,246
8. Other operating expenses -57,692 -81,856
a) Taxes -475 -721
b) Other -57,217 -81,135
9. OPERATING INCOME 17,805 36,618

Financials
INCOME STATEMENT
IN € THOUSANDS 2009 2008
10. Income from investments 2,091 4,444
a) Associated companies 2,052 1,651
b) Other 39 2,793
11. Income from other longterm securities and loans 223 326
12. Other interests and similar income 2,299 3,742
(thereof affi liated companies € 415k; prev.year € 823)
13. Income from retirements and writeup of fi nancial assets and marketable securities 828 2,161
14. Expenses related to fi nancial assets and marketable securities -446 6,530
a) Amortisation -439 -955
b) Other -7 -5,575
15. Interests and similar expenses -5,467 -5,439
(thereof affi liated companies € 20k; prev.year € 414k)
16. RESULT FROM FINANCIAL ACTIVITIES -472 -1,297
17. RESULT FROM ORINARY ACTIVITIES 17,333 35,322
18. Extraordinary income 995 22
19. Extraordinary expense -12,924 -13,840
20. EXTRAORDINARY RESULT -11,929 -13,818
21. Income taxes -5,077 -5,431
22. NET PROFIT 327 16,073
23. Transfer from untaxed reserves 662 849
24. Minority interests 3,816 -821
25. Transfer to untaxed reserves -345 0
26. Retained earnings/Accumulated losse 48,581 36,576
27. DIVIDENDS DECLARED AND PAYABLE 53,041 52,677
BERNDORF AG 2009 35

CASHFLOW STATEMENT
36 BERNDORF AG 2009
Financials
IN € THOUSANDS 2009 2008
Result from ordinary activities 17,333 35,322
Transition to the net cash fl ow from operating activities
Depreciation/Write back of depreciation of fi xed assets 15,945 14,201
Write-ups of investment assets -211 0
Profi t/Loss on the sale of fi xed assets -1,283 -3,159
Release of investment grants -186 -159
Other non-cash transactions -750 0
Changes in inventories, receivables and other assets 40,286 -18.222
Changes in provisions and accruals, excluding corporate income tax -16,284 9,174
Changes in trade and other liabilities -25,139 10,479
Net cash fl ow from ordinary activities 29,711 47,636
Net cash fl ow from extraordinary activities -11,026 -4,225
Payments for corporate income taxes -8,150 -3,220
Net cash fl ow from operating activities 10,535 40,191
Cash received from the sale of fi xed assets (excl. fi nancial assets) 3,124 7,213
Cash received from the sale of fi nancial assets and other fi nancial investments 2,203 2,908
Payments from fi rst-time consolidated companies and other payments from
additionally bought shares 0 -1,660
Payments from deconsolidation of subsidiaries -157 0
Payments for fi xes assets (excl. fi nancial assets) purchased during the year -12,167 -19,588
Payments for fi nancial assets purchased during the year -4,947 -5,769
Net cash fl ow from investment activities -11,944 -16,896
Capital contribution from shareholders -5,686 -5,011
Repayments from loans -774 47,442
Payments from untaxed reserves and grants 0 705
Payments from participation certifi cates 0 119
Net cash fl ow from fi nancial activities -6,460 43,255
Effective payment changes in cash and cash equivalents -7,869 66,550
Changes arising from exchange rates or other changes -945 1,147
Changes from fi rst-time consolidation BBE 0 20
Liquid funds at the beginning of the year/ period 121,631 53,914
Liquid funds at the end of the year/ period 112,817 121,361
Composition of liquid funds 112,817 121,631
Cash on hand and in banks 69,338 113,836
Marketable securities (current assets) 43,479 7,795

Financials
We have audited the consolidated fi nancial statements of Berndorf Aktiengesellschaft,
Berndorf, for the fi nancial year from 1 January to 31 December 2009.
The preparation and the contents of these consolidated fi nancial statements,
as well as the consolidated management report prepared in accordance with
Austrian company law, are the responsibility of the legal representatives of the
company. It is our responsibility to issue an audit opinion on said consolidated
fi nancial statements based on our audit and to issue a statement as to whether
the consolidated management report is consistent with the consolidated fi nancial
statements.
We carried out our audit in accordance with the statutory provisions applicable
in Austria and with the principles of proper auditing. These principles require
that we plan and perform the audit in a way that enables us to issue a suffi ciently
confi dent opinion on whether the consolidated fi nancial statements are free
of substantial misrepresentations and to make a statement as to whether the
consolidated management report is consistent with the consolidated fi nancial
statements. In determining the auditing procedures, we took into account our
understanding of the Group‘s business activities and its economic and legal environment,
as well as our evaluation of possible misstatements.
During the audit, the documentary evidence of amounts and other fi gures in the
consolidated fi nancial statements is predominantly evaluated on the basis of
random inspections. The audit also includes an assessment of the accounting
standards applied and the principal estimates made by the legal representatives,
as well as an evaluation of the general import of the consolidated fi nancial
statements. We believe that the audit evidence we have obtained is suffi cient and
appropriate to provide a basis for our audit opinion.
Our audit did not give rise to any objections. In our opinion, based on the fi ndings
of our audit, the consolidated fi nancial statements of Berndorf Aktiengesellschaft
comply with the legal provisions and give a true and fair view, in accordance with
generally accepted Austrian accounting principles, of the net assets and fi nancial
position as at 31 December 2009, as well as the results of operations and cash
fl ow of the Group for the fi nancial year from 1 January to 31 December 2009.
The consolidated management report is consistent with the consolidated fi nancial
statements.
Publication or dissemination of the fi nancial statements in a form that deviates from the approved
version requires our prior consultation if our report is quoted or referenced.
Berndorf AG / Consolidated fi nancial statements
AUDITOR‘S REPORT
Vienna, March 31, 2010
Deloitte Wirtschaftsprüfungs GmbH
Christoph Waldeck
Gudrun Dorner
Auditors
BERNDORF AG 2009 37

ADRESSES
Berndorf AG
HASCO Hasenclever GmbH + Co KG
Aichelin GmbH
Berndorf Band GmbH
38 BERNDORF AG 2009
Leobersdorfer Str. 26
A-2560 Berndorf – Austria
T: +43 / 2672 / 829 00
F: +43 / 2672 / 834 26
www.berndorf.at
Im Wiesental 77
D-58513 Lüdenscheid – Germany
T: +49 / 2351 957 / 0
F: +49 / 2351 957 / 237
www.hasco.de
Fabrikgasse 3
A-2340 Mödling – Austria
T: +43 / 2236 / 236 46-200
F: +43 / 2236 / 222 291
www.aichelin.at
Leobersdorfer Str. 26
A-2560 Berndorf – Austria
T: +43 / 2672 / 800
F: +43 / 2672 / 84 176
www.berndorf-band.at

Leobersdorfer Str. Str. 26
A-2560 Berndorf – Austria
T: +43 / 2672 / 836 40
F: +43 / 2672 / 836 40-49
www.berndorf-baederbau.com
Wittestr. 24
D-13509 Berlin – Germany
T: +49 / 30 / 435 73 73 5
F: +49 / 30 / 435 73 300
www.silica.de
A-8621 Thörl – – Austria
T: +43 / 3861 / 5090 5090
F: +43 / / 3861 3861 / / 2318 2318
www.wire-pengg.com
Diesseits 145
A-4973 St. Martin – Austria Austria
T: +43 / 7751 / 61 220
F: F: +43 / 7751 / 69 69
www.pcelectric.at
Binderlandweg 7
A-4030 Linz – Austria
T: +43 / 732 / 381 271-0
F: +43 / 732 / 383 848-20
www.lumpi-berndorf.at
ADRESSES
Berndorf Metall- und Bäderbau GmbH
Silica Silica Verfahrenstechnik GmbH
Joh. Pengg AG
PC PC Electric GmbH
Lumpi-Berndorf Draht- und
Seilwerk GmbH
BERNDORF AG 2009 39

IMPRINT
Publisher
Berndorf AG
Leobersdorfer Straße 26
A-2560 Berndorf, Austria
Firmenbuchnummer: FN117391i
Firmenbuchgericht: LG als HG Wr. Neustadt
UID-Nr.: ATU14689005
Concept & Production
Online Media Communications Design GmbH
Pictures
Chillidesign, Archiv Berndorf AG
Layout
Art & Designhouse
40 BERNDORF AG 2009