2012 - SHV
Transcription
2012 - SHV
Overview 2011 Text Year Overview 2012Page A4 2012 06 14 Overview 2011 Text Page A4 2012 06 14 Contents SHV at a glance 4 Report of the Supervisory Board of Directors 6 Five year summary 10 Report of the Executive Board of Directors 12 Corporate Philosophy 48 Major operating companies SHV Energy Dyas Mammoet ERIKS NPM Capital Corporate 50 50 53 55 56 59 63 Overview 2011 Text Page A4 2012 06 14 Page 3 / 65 Year Overview 2012 SHV at a glance SHV is a privately-held family company that aims to maintain its strong position in a number of operational activities and selected investment activities. We invest for the long term, expand and develop businesses, and provide our customers with excellent value services. We achieve all this thanks to a team of people who are proud to be part of SHV. SHV The company was founded in the Netherlands in 1896 as a result of the merger between a number of large coal trading companies. After the decline of coal as the primary source of energy, halfway through the twentieth century, SHV moved into other business areas. Today, SHV is present in 48 countries on all continents and employs about 56,000 people. We are active in energy distribution, cash-andcarry wholesale, heavy lifting and transport activities, and industrial services. As an investor we are involved in the exploration, development and production of oil and gas, primarily in the North Sea, and we provide private equity to companies in the Benelux. SHV Energy Energy distribution SHV Energy is the leading supplier of LPG in the world. Well-known brand names include Primagaz, Calor Gas, Liquigas, Super Gas, Ipragaz, Supergasbras and Gaspol. SHV Energy is also involved in the distribution of LNG and sustainable biomass, cogeneration technology and small-scale solar technology. Overview 2011 Text Page A4 2012 06 14 Dyas Oil and gas investments Dyas invests in joint ventures in the exploration, development and production of oil and gas. Dyas acts as a non-operator, with a primary focus on the North Sea. Makro Cash-and-carry wholesale Makro is a focused cash-and-carry wholesaler with 215 Makro stores in South America and Thailand. It distributes food and non-food products with excellence in price, quality and variety to professional customers. Page 4 / 65 Year Overview 2012 Mammoet Heavy lifting and transport Mammoet is a world-class, leading company specialised in heavy lifting and transport solutions worldwide. Mammoet provides services to the petrochemical, power generation, civil and offshore sectors. ERIKS Industrial services ERIKS is engaged in the supply of high-quality mechanical engineering components and associated technical and logistics services. ERIKS has a leading position in its markets in Europe and the USA. The ERIKS Group has a presence in 27 countries. NPM Capital Private equity investments NPM Capital provides private equity to companies with above-average growth opportunities and focuses mainly on unlisted, medium-sized businesses in the Benelux. As a reliable and long-term investor, NPM Capital has built up a strong market position over several decades and has holdings in 32 companies. Overview 2011 Text Page A4 2012 06 14 Page 5 / 65 Year Overview 2012 Report of the Supervisory Board of Directors In 2012, SHV achieved a solid result in challenging global economic and political circumstances. The company is fortunate to have a diversified business with a good geographical spread, with excellent people in all of its businesses. SHV's long-term investment programme in people and assets, combined with its conservative financing, provides it with considerable resilience which enables the company to cope with adversity. During the year, the company focused on strengthening its activities by improving its commercial agility, operational productivity and cash management. SHV further pursued its strategy to invest in people and embarked on a global sustainability programme. During 2012, the Supervisory Board of Directors held five meetings and was in regular contact with the Executive Board of Directors. At each meeting, the Executive Board informed the Supervisory Board about the financial position of SHV and its businesses, the main developments in their markets and the performance of each business and of the group as a whole. The Supervisory Board is informed in writing of the financial performance of the company on a monthly basis as well as immediately in the case of any special matters concerning the company. The Supervisory Board regularly reviews the strategy of each of SHV's activities. In 2012 the strategy and positioning of Mammoet and NPM Capital were specifically reviewed. On an annual basis, the Supervisory Board is informed about the outcome of post-investment reviews for larger investments. In 2012 the major investments made in 2008 were evaluated and the lessons learned were included in the investment proposal process. The Supervisory Board also approved the annual plan of the businesses for 2013. After giving its approval in 2011, the Supervisory Board supported the process of attracting long-term financing through private placements in the USA and a smaller private placement in the Netherlands. During the course of 2012, the Executive Board 2012 06 14 specific proposals for investments and acquisitions including the private equity submitted investments of NPM Capital. Overview 2011 Text Page A4 At a meeting in which the auditors were present, the Supervisory Board discussed the findings of the annual audit and risk management review as well as compliance and the effectiveness of controls. The Supervisory Board also evaluated its own functioning. In September 2012 the Supervisory Board visited Houston, where the Board met the management of Mammoet USA, the Executive Board of ERIKS and the local senior management of ERIKS' businesses in North America — ERIKS Seals & Plastics, LewisGoetz, Rawson, Industrial Controls and Newdell — and made site visits to Rawson and Newdell. As always, it is important to visit a business and meet with local management and to be informed of the local challenges and opportunities. Page 6 / 65 Year Overview 2012 The 2012 Annual Report, drawn up by the Executive Board, has been examined by the auditors and has been found to be in order. The Supervisory Board of Directors proposes to the General Meeting of Shareholders that: – the financial statements be adopted as presented herewith; – the Executive Board of Directors be discharged of further responsibility in respect of the management of the company during 2012, and the Supervisory Board of Directors in respect of the supervision thereof; – the distribution of income and the manner of dividend distribution, as proposed by the Executive Board of Directors and approved by the Supervisory Board of Directors, be accepted. At the end of the General Meeting of Shareholders, held on April 20, 2012, the term of Mr H.H.F. Wijffels expired. At the same meeting he was re-appointed as member of the Supervisory Board. The proposal to appoint Mrs P. Mars Wright as member of the Supervisory Board was adopted in the same General Meeting of Shareholders. At the end of the General Meeting of Shareholders to be held on April 19, 2013, the term of Mrs L.A.A. Van den Berghe on the Supervisory Board will expire. Mrs van den Berghe has been part of the Board for fifteen years, in which she has seen generations come and go, and in which many changes have taken place in businesses, and in the circumstances that SHV has operated in. Despite these changes, her contribution has been consistent throughout, with a clear eye for the essentials of governance and strategy. We sincerely thank her for this. Overview 2011 Text Page A4 Mr J.J. de Rooij informed the Supervisory Board and his colleagues on the Executive Board in June 2012 that, after seven years as member of the Executive Board, he has decided to leave SHV for 2012 06 14reasons and pursue his career outside SHV. He resigned from his position on the personal Executive Board per October 1, 2012. Mr de Rooij played an essential role in the large acquisitions as well as divestments made by SHV in recent years, including the sale of The David J. Joseph Company. His contribution to a better control framework is a solid base for the company in the coming years. We thank Mr de Rooij for his input, dedication and contribution to SHV. The Supervisory Board proposes to appoint Mr B.L.J.M. Beerkens and Mr W. van der Woerd to the Executive Board. Mr Beerkens has decided to join SHV after a long and succesful career at Wolters Kluwer, most recently in the function of CFO. Mr van der Woerd has been part of SHV for many years, having started his career in the company with Makro, and is currently responsible for Human Resources and Management Development within SHV. The proposed appointments will complement the EBD with both financial and HR expertise. The Executive Board of Directors of SHV will then comprise of Messrs P.J. Kennedy (Chairman), B.L.J.M. Beerkens, S.R. Nanninga and W. van der Woerd. Page 7 / 65 Year Overview 2012 The outlook for the year ahead is not very favourable for many sectors of the global economy. The Supervisory Board will continue to focus on strategic opportunities as well as on optimisation of the current activities, cash generation and staffing the company with excellent people. The Supervisory Board sincerely thanks the employees and the Executive Board for their valuable contribution to the company in 2012. In times of rough economic weather, it is a joy to be part of SHV and its dedicated, inspiring management and employees. All of their continuing efforts make the results! March 15, 2013 On behalf of the Supervisory Board of Directors, A.M. Fentener van Vlissingen Chairman Overview 2011 Text Page A4 2012 06 14 Page 8 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 9 / 65 Year Overview 2012 Five year summary Results, in millions of euros Net sales Income from operations * Net income Amortisation, depreciation and depletion Income taxes Dividend Cash flows, in millions of euros Operational cash flow Investment cash flow Financing cash flow Financial position, in millions of euros Shareholders’ equity Equity of the Group Total assets ( 2008 2009 2010 2011 2012 11,293 809 1,382 11,921 912 541 16,008 977 603 17,362 911 782 20,010 960 714 364 252 205 421 267 216 517 305 227 493 327 238 607 297 254 1,053 192 63) 3,299 3,516 7,851 ( ( 1,179 1,686) 310) ( ( 3,169 3,473 8,583 1,149 1,010) 574) ( 1,354 1,666) 370 ( ( 1,217 537) 474) 3,530 3,895 9,273 3,513 3,784 10,174 3,829 4,066 10,233 Overview 2011 Text Page A4 Ratio information Net income as a percentage of shareholders’ equity 2012 06 Equity of 14 the Group as a percentage of total assets Current assets in relation to short-term liabilities 42% 17% 17% 22% 19% 45% 40% 42% 37% 40% 1.82 1.34 1.17 1.01 1.22 Employees, at December 31 Nominal number 38,100 45,800 50,300 54,700 55,800 Amounts per share Net income Dividend 190.65 28.25 74.51 29.75 83.10 31.25 107.76 32.75 98.26 35.00 * before exceptional items Page 10 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 11 / 65 Year Overview 2012 Report of the Executive Board of Directors General SHV is a private company operating globally with a diverse range of mostly operational activities. It has a history of being a long-term investor, decentrally organised complemented with essential central controls. The company is focused on people, safety, innovation, renewal, growth and community. The primary objective of the company's businesses is to be competitive and to offer added value to a growing base of satisfied and loyal customers. The company aims to improve its profitability by consistently enhancing its performance in meeting this objective. The overall result for SHV in 2012 was good. As is always the case with such a broad and diverse range of activities, some activities and businesses performed better than others. This includes varying performances from companies operating in the same field within individual activities. Geographical differences in performance were also evident in the year. Some European-based businesses in particular delivered performances that reflected the economic strain evident in recent years in the region. NPM Capital, by the very nature of its activity in private equity, tends to show results that fluctuate widely from time to time when compared with like-for-like results from SHV's operational activities. Whereas SHV's net income over 2011 included the benefit of an exceptional performance at NPM Capital, the corresponding results of NPM Capital in the year under review were more in line with that which may be considered the norm. Total sales in 2012, at € 20.0 billion, represented an increase of 15% (€ 2.6 billion) compared with the preceding year. Income from operations, at € 960 million, compared with € 911 million in 2011 (an increase of 5%). Net income decreased year on year by € 69 million (9%). At constant exchange rates, sales grew by 15% year on year, income from operations increased by 3%, and net income decreased by 9%. Overview 2011 Text Page A4 2012 06 14 The economic environment in which the businesses are operating is very troubling for all concerned. The fallout from the 2008-2009 financial and banking crises continues to make itself felt and remains very much unresolved. It remains a big threat to economic, social and political stability, especially in major parts of Europe at the present time. The impact of the crises on business is to be felt in reduced spending power and in cutbacks in investments. Government deficits are being reined in out of necessity. Increased direct and indirect taxation is a consequence of this. All of SHV's businesses are feeling the impact of these macroeconomic developments, whether it is in reduced consumption of LPG in many European countries and even in parts of India and China, or in the reduced performance of several of NPM's participations, the reduced order backlog for ERIKS, or the below-average utilisation rates for certain segments of Mammoet's fleet of cranes in the Benelux. As is well known, some formerly high-growth economies have also slowed down significantly. Brazil is a notable example in this regard. Such developments inevitably have an impact on pricing and margins, and call for ever-improving efficiency and productivity to retain hard-pressed customers. However, in some respects, the global economy still appears to be a two-speed world with a number of Asian countries — especially China — still growing at rates that are the envy of the traditional Westernised economies. It is to be hoped that these growing economies do not also fall into the recessionary sphere, as they create demand for imports that is critical to maintaining Page 12 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 13 / 65 Year Overview 2012 employment and social order in the many countries now suffering from depressed internal demand. Notwithstanding their apparent attractiveness, some of these larger and faster-growing economies are not necessarily good matches for much of SHV's activities for a variety of reasons. Hence the majority of SHV's interests are thus far concentrated in Europe, South America and to a lesser extent in Asia and North America. On an overall scale, the company has a limited presence in Africa and Australia. What presence there is in these latter two regions is attributable to important project work being undertaken by Mammoet. Geographical diversification is always a consideration in SHV's investment strategy. Once the opportunities are there and our defined investment criteria are met, SHV would be keen to invest in these potential host markets. All of SHV's activities perform in highly competitive and changing environments. Differentiation in all of the businesses is encouraged, with a specific focus on innovation where it is at all practical or possible. Corporate social responsibility has always been exercised by SHV as a basic principle of doing business. The traditional focus on people and safety is a testament to this. New health and safety policies were implemented and further safety investments were made in order to keep our equipment and working environment in compliance with SHV's safety standards. Key Performance Indicators in health and safety are continuously being refined and measured in all SHV activities. This allows for benchmarking among the businesses. SHV believes that sound business is rooted in high ethical standards and full compliance, at a minimum, with the laws and regulations prevailing in its respective markets. It is always the intention of SHV to raise standards of compliance and operating practices. In the light of this, SHV has in recent years increased its focus on sustainability. Not only is this doing what is right from an ethical and societal point of view, it is also a strategic initiative in general to pursue value-enhancing 2012 06 14 differentiation in what the company has to offer its customers. In essence, sustainability is a morally, socially and economically enhancing proposition. In a rapidly changing world with environmental, demographic, natural resource and other issues, there is a requirement for businesses to adapt to changing needs and customer demands. Engaging the greatest number possible of SHV's own people in finding solutions that improve efficiency and productivity — by doing more with less — is an ambition being pursued by senior management throughout the organisation. Businesses are being stimulated through specific education programmes and the sharing of experiences to actively explore all possibilities for the integration of sustainability in the formulation of strategy. Most of SHV's activities are well advanced in their comprehension of the sustainability concept, with further application being progressed. Overview 2011 Text Page A4 SHV believes in maintaining strong balance sheets and avoiding over-leveraging. This is selfevidently more critical at the present time than it was before the banking and financial crises. As everyone knows, the refinancing of even quite sound businesses has become extremely difficult in recent years, as banks have had to first deal with weaknesses in their own balance sheets, either voluntarily or by regulation. This reality puts the focus on cash management in a very forceful way. SHV has not been exempt from this reality. Management is monitoring working capital and investment cash flow at least as critically as at any time in recent decades. SHV’s Treasury was very successful in 2012 in securing private placement financing totalling USD 533 million in the Page 14 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 15 / 65 Year Overview 2012 USA as well as financing in the Netherlands. Nevertheless, the relentless focus on cash management intensified further in the year. Growth is pursued both organically and by acquisition. Investment cash flow in 2012 amounted to € 537 million compared with € 1,666 million in the previous year. The figure for 2011 included the acquisition of the remaining 25% in Mammoet as well as a number of significant acquisitions by ERIKS in the USA. SHV has adopted a strategy to invest in broadening and deepening its presence in existing activities in recent years. SHV is intent on being a long-term investor in each of its activities. However, circumstances do arise in which divestments are pursued. The company's sensitivity in circumstances in which divestments are made is driven by two factors. One of these is, of course, the practical economic considerations that must be taken into account. The other is that divestments are also considered in terms of how they can be explained to SHV's own people, meaning that the market, economic and strategic arguments favouring a divestment must be apparent and rational to the people in the organisation. As it happens, there have only been eight minor divestments in 2012. These have been in the SHV Energy and Dyas activities. Divestments in the NPM Capital portfolio are always pursued on the basis of what is judged to be optimal in terms of timing and valuation and are a normal feature for an activity in private equity. Overview 2011 Text Page A4 SHV Energy SHV Energy is amongst the world's leading distributors and marketers of LPG. The business is active throughout Europe and Asia and also has a substantial presence in Brazil. SHV Energy is an 2012 06 14 management company overseeing the individual LPG business units. Each business operational unit operates under its own unique brand identity, reflecting the fact that SHV Energy is the product of an acquisition strategy conducted over several decades. Follow-on acquisitions in individual countries are consolidated and, consequently, operate under a single brand name. Many of SHV Energy's brands are household names in their respective markets. In the course of 2012, SHV Energy designed and implemented a new organisational structure that is operationally closer to the businesses and also facilitates more knowledge-sharing among them. Centrally coordinated knowledge-sharing on growth initiatives has contributed to customer creation even in the current economic environment. The focus also remains firmly on innovation and the development of new applications for LPG, one example of which is micro combined heat and power systems. LPG is a particularly versatile and mobile fuel, with virtually unlimited possibilities for use in the residential, leisure, commercial, industrial, agricultural and automotive sectors. It is to be found in varying degrees in all of these markets in both rural and urban settings. However, the greatest scope for growth in LPG exists beyond the natural gas grid. With this reality as the guiding principle, the individual businesses engage in promoting LPG as a solution particularly for rural energy requirements. LPG has the features to contribute positively to solutions to climate change and to address air quality concerns. LPG emits lower levels of CO2, NOx and black carbon compared with other liquid and solid fossil fuels. SHV Energy’s lobbying efforts are, as a result, directed towards Page 16 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 17 / 65 Year Overview 2012 obtaining governmental support for policies that reflects the aforementioned cleanliness of LPG relative to that of many major competing energy sources. The global production and supply of LPG is increasing. Product availability is very secure. This increase in supply is partly a by-product of the increased shale gas and shale oil production that has sprung up in parts of the world. SHV Energy has one central LPG procurement organisation called SHV Gas Supply & Risk Management which is based in Paris, with affiliates in Singapore and Vienna. It is responsible for global product supply contracts with major traders and producers of LPG as well as all the associated seaborne supply logistics. It performs this function not only on behalf of SHV-owned LPG distribution businesses but also for a number of third-party LPG companies in different parts of the world. The service company also advises on and executes risk management and associated hedging on behalf of SHV's LPG distribution businesses and manages a number of third-party terminal contracts. Volume sales for the sector as a whole were adversely affected in 2012 by a combination of unfavourable factors. The weather was milder than normal in Europe both at the beginning and at the end of the year. The poor economic conditions in many of SHV's most important markets also depressed demand. Domestic consumption was reduced, as householders turned to energy conservation to make necessary savings to household budgets. The situation was aggravated further by high and volatile LPG supply prices. However, all of the businesses, without exception, showed themselves to be capable of strictly managing costs. This was achieved through productivity enhancements as opposed to any compromise or postponement of necessary 2012 06 14 in safety, maintenance, operational improvements or growth opportunities. investments Overview 2011 Text Page A4 Acquisitions have been focused on consolidation in existing markets. During the year, SHV Energy signed an agreement to acquire BP's LPG distribution business in China. In Turkey, Ipragaz acquired the cylinder and commercial bulk business of Shell, while in Poland, Gaspol signed an agreement to acquire the cylinder business of Orlen Gaz. In Ireland, Calor took a position in Hamilton Appliance Distributors, thus cementing Calor's commitment to ongoing market development through appliance sales and marketing. SHV Energy is also eager to pursue geographical expansion once suitable targets become available. There is a continuous process of market investigation, but so far none have met acceptable investment criteria. The typical constraining factors relate to illegal competitive practices, non-enforcement of relevant legislation, and governmental interference in pricing. The portfolio of LPG activities was refined with the divestment of the business in Pakistan as well as SHV Energy's business in one of the smaller regions of China. The LPG market in Brazil is large and is growing at an average rate of 2% per annum. The legislative environment has improved significantly over the years, in no small part due to the leadership and lobbying efforts undertaken by a few players, including especially SHV Energy's Supergasbras. However, it is also a fiercely competitive market, with intense competition for market share among the major players in the sector. This in turn lead to pressure on overall Page 18 / 65 Year Overview 2012 performance of Supergasbras in the year. The company is revising its organisational structure and accelerating the transformation of its cylinder business from wholesale to retail. Calor Gas in Great Britain continues to build on its diverse market spread and considerable infrastructure. The winter months were very mild and economic conditions remained stagnant, reducing both consumer and commercial spending. In the face of this, the company continued to variabilise its cost base to better match fluctuations in demand. Calor has extensive storage, ensuring security of supply for its customers. This is particularly important at a time when supply from the inland refineries is becoming increasingly unpredictable. It is most satisfying to report that Calor GB has produced a very good result in a difficult year for the LPG sector. Calor Ireland also performed well in a challenging economic environment. Volumes were negatively impacted by warm weather at the start of the year and during the record-breaking warm December. However, the Irish operations posted satisfactory financial results thanks to betterthan-expected new customer creation and further productivity improvements. Illegal cylinder filling remains a serious concern in Ireland, mainly — but not only — in the border area between the Republic and Northern Ireland. Calor is continuing to seek remedies by lobbying for stricter police enforcement and via the judicial system. In France, energy conservation remained the most important focus of the energy debate at the national government and energy industry levels. New directives on thermal regulations and obligatory energy diagnoses were introduced with the objective of achieving an annual reduction of 3% of the French domestic energy demand. High energy prices had an additional negative impact on energy consumption, as consumers voluntarily pursued conservation measures to save on 2012 06 14 budgets. Primagaz’s commercial and operational structures and processes were household completely overhauled in response to market maturity and increasing competitive pressures resulting from the hypermarket private label cylinder gas brands that have been launched in recent years. The actions taken have led to an improved performance year on year. Liotard, the manufacturing subsidiary of Primagaz France specialised in cylinder and tank production and maintenance, has stopped all unprofitable activities and has shown an improvement in both operational efficiency and financial performance. Overview 2011 Text Page A4 Liquigas, the Italian joint venture, had a difficult year. Sales volumes were severely impacted by the worsening economic crisis and the high cost of product. Consumers are increasingly focusing on ways to reduce energy consumption while also seeking cheaper alternatives such as wood. The fragmented Italian LPG market, with more than 500 players, declined by 9% in 2012. Several market participants are facing financial problems. Further consolidation in the market is, therefore, expected. An increase in the illegal filling of tanks and cylinders is a feature of the Italian market, as some companies struggle to survive. In this challenging environment, Liquigas has been focusing on offering new services to existing customers, improving its operational efficiency, reducing costs and improving its credit controls. Progress was made with the closure and divestment of underutilised plants and through the implementation of new route optimisation software. Management has identified opportunities for efficiency improvement and business development that will be implemented in 2013. Liquigas Italy also manages the operations in the Balkans and Page 19 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 20 / 65 Year Overview 2012 Malta. The Slovenian business continues to focus on direct delivery in the cylinder business. The Croatian market is consolidating, with SHV Energy's Butan Plin participating in the process. Ipragaz in Turkey continued to perform well. Despite structural market changes in recent years, including a decline in cylinder and bulk LPG, the Turkish SHV Energy business has delivered sustainable results through innovation, diversification and rationalisation. In 2012, Ipragaz acquired the Shell Gas cylinder and commercial bulk business, and the Bizimgaz business was merged with Ipragaz. Successful steps were undertaken in asset sharing. Ipragaz increased its market share in all segments. Ipragaz's market share in cylinders reached 25% based not only on acquisitions but also on solid organic growth in the dealer network. Autogas is a unique segment of the LPG market that continues to grow in Turkey. With the Ipragaz, Bizimgaz and Exengaz brands in autogas, SHV Energy Turkey grew its market share in this segment in 2012 and supplied more than 1,000 autogas stations in the year. Margins in all segments were satisfactory. Ipragaz is also selling electricity to its existing industrial and commercial customers. Cylinder manufacturing company Evas is an innovative and entrepreneurial operation and sold more than one million cylinders to almost 30 different countries around the world in 2012. Evas continues to perform very well. Primagas Germany, SHV Energy's joint venture company in Germany, grew its customer base and increased its market share. Micro combined heat and power systems and other energy-efficient applications and innovations are the main drivers for this development. Despite very mild weather conditions, Primagas Germany closed the year with results in line with expectations. Overview 2011 Text Page A4 Gaspol in Poland continued to perform well in 2012. This is a good achievement considering that it 2012 06 14 is active in a very price-sensitive market with abundant supply from the east available at spot prices, which were at times below the company's mid to long term contracts. In June 2012, Gaspol signed an agreement with Orlen Gaz to buy its 16,000 ton cylinder business, strengthening Gaspol's position in this segment. The Benelux and Scandinavian businesses were heavily impacted by volume shortfalls which could not be fully offset by margin management. Excellent cost management in the Benelux businesses enabled the delivery of a much-improved year-on-year result. Scandinavia is reviewing the strategy for its business. The Hungarian business developed positively in the year in difficult market conditions. The Spanish business also performed well. Volumes in the Czech Republic and Slovakia were satisfactory year on year, but margin pressure was quite severe. The market in China is changing rapidly due to the government's policy of creating a more sustainable, lower-carbon economy. This creates challenges owing to the expansion of natural gas networks but also opportunities for cleaner fuels like LPG. SHV Energy China sees a gradual improvement in law enforcement in the industry but continues to lobby for the elimination of the many illegal practices still prevalent in the market. SHV Energy China had a good year and the results continued to improve thanks to higher margins and a focus on the direct cylinder business. The 51% stake in the small regional business in Shenzhen was divested to existing partners. In Shanghai, SHV Energy China bought out the partner in the business. An agreement to acquire Page 21 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 22 / 65 Year Overview 2012 BP's circa 90,000 ton cylinder LPG business in Shanghai, Jiangmen, Foshan and Zhongshan was signed in December. Wholesale results in the Philippines were under pressure, negatively impacting Liquigaz’s overall result. SHV Energy India delivered another very good result from both its terminal and distribution activities. The Indian management team continues to focus on innovative market development. Its scope for rapid development remains limited, owing to the subsidy arrangement for domestic cylinder gas only being available to the state-owned indigenous oil companies, while non-stateowned and foreign companies are still denied any subsidy. During 2012, some limits were placed on the amount of this particular subsidy to be paid to each participating household. This holds out the hope that subsidies will eventually cease, creating a level playing field for all LPG distributors in the country. Alongside LPG, SHV Energy has also been exploring possibilities in renewable energies. The renewable energy sector continues to be driven to a large extent by subsidy programmes that have been seriously reduced or even withdrawn as governments struggle with budget deficits. SHV's participations in Balcas (Ireland and Great Britain) and ECB (Germany) both had another difficult year. Balcas, in which SHV has a 45% participation, operates a sawmill, wood pellet production and Combined Heat & Power (CHP) plant in Northern Ireland as well as a joint CHP and pellet production plant in Scotland. Technical problems in the Scottish plant led to unexpected downtime and lower electricity production levels. Electricity prices and renewable energy subsidies have also been lower than budget owing to the economic downturn. Margins in the pellets business were below expectations. A considerable proportion of production is sold through wholesale channels. In order to improve margins, a higher share of the pellets value chain must be captured. The 2012 06 14 development of a retail pellets business remains a clear requirement for profitability to improve. ECB in Germany is addressing the same issues. ECB, in which SHV has a 70% participation, is a network of energy hubs producing pellets and green electricity. The energy-contracting component of the business was divested during the year. Start-up costs of the energy hubs are high. There is also oversupply in the market, which calls for market consolidation. The focus, as in Balcas, is on developing and implementing commercial strategies while controlling costs to the greatest extent possible. Overview 2011 Text Page A4 In the year, SHV Energy initiated a sustainability approach called "Better – Cleaner – Together”. In addition to setting the baseline and measuring the sustainability performance of its businesses, this programme also aims to change the behaviour of SHV Energy’s own people with regard to sustainability in their private and professional lives. Dyas For almost 50 years, Dyas has been actively engaged in exploration, development and production joint ventures in the oil and gas sector. Dyas acts as a non-operator and has built a solid reputation as a reliable partner. The company is a joint venture partner in more than 25 producing oil and gas fields. Nearly all of Dyas's interests, also in exploration licenses, are in offshore projects in the Netherlands and the United Kingdom. Page 23 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 24 / 65 Year Overview 2012 Brent oil prices remained largely within a range of USD 95 and USD 125 per barrel in 2012, averaging USD 112 per barrel compared with an average 2011 Brent oil price of USD 111 per barrel. Average Dutch gas prices, which are based on a complex formula of energy product prices and currency rates, increased by 9% year on year, while average United Kingdom gas prices increased by 7%. The Dyas strategy is to maintain and, where possible, grow its reserves base through both acquisitions and an active exploration drilling programme. Acquisitions are usually the result of negotiated deals and auctions, with a preferance for projects that are in the pre-development stage. Volume production of oil and gas in the year, at 7.6 million barrels of oil equivalent, was lower than expected owing to the below-target performance of a number of key oil and gas fields. This was attributable for the most part to production interruptions, unscheduled maintenance, some divestments, and the later than originally planned start-up of one new project. Additional reserves attributable to new field developments were of a similar amount as production volumes in the year, leaving reserves more or less unchanged. Dyas invested heavily in the year in the development of the Golden Eagle field. Investment was also substantial in the Stella field, for which a Final Investment Decision was taken in May 2012. The Stella development adds close to 7.8 million barrels of oil equivalent to Dyas's developed reserves. Exploration results have, overall, been disappointing. Two out of five wells were successful and added 2.3 million barrels of oil equivalent to the Dyas undeveloped reserves base. Overview 2011 Text Page A4 2012 06 14 In the Netherlands, Dyas sold its onshore assets operated by Northern Petroleum to the Parkmead Group. Dyas's equity in the Vinkega field was sold to Vermilion Energy, and the companies' onshore facilities belonging to offshore Block Q8 were acquired by Wintershall. In the UK, a 10% interest in the Cladhan Field was sold to Taqa. In addition, Dyas sold its 14% stake in the producing Enoch Field to First Oil Expro. Lastly, Dyas sold part of its interest (15%) in the Athena field to Trap Oil. In 2012, Dyas acquired a small exploration interest. Despite lower production volumes, Dyas earned a record net income due to a number of factors, including better-than-expected oil and gas prices as well as one-off proceeds from divestments and income on the K4/K5 redetermination cash settlement with Total. Dyas's developed reserves remain at a healthy level. In 2012, Dyas continued to strengthen its organisation in the financial and operational areas. Makro Makro is a cash-and-carry wholesaler that sells high volumes of food and non-food products. The target customer is the food professional. These include small and medium-sized food retailers, the hospitality industry and the institutional market. End consumers may also purchase goods at Page 25 / 65 Year Overview 2012 Makro, but they are not the focus of the company. Makro realised a sales increase of 17% in 2012, and achieved the highest sales level in its history. This was a result of organic growth, new stores, growth in market share and inflationary and currency effects. The political and economic situation in much of South America continues to be volatile due to various degrees of government controls, inflation and currency fluctuations. The pace of economic growth in South America has slowed down in 2012, affected by global economic uncertainties. The credit ratings of Argentina and Venezuela were downgraded, while those of Brazil, Peru and Colombia were upgraded. In 2012, Makro South America defined a strategic framework to strengthen its focus on food professional customers and improve its operational excellence through optimising processes and employing capable and motivated people. The main objective is to improve sales in its existing stores and increase density with new stores. To further improve performance, Makro South America focuses on marketing and positioning, assortment and pricing, store format, productivity and on the supply chain and procurement. In cooperation with its individual business units, Makro South America reviewed the performance and local market circumstances of each store, resulting in action plans for selective performance improvement. Makro's team of customer development managers play a key role in this process. Stock management and supplier financing is receiving additional attention in line with cash generation targets. Overview 2011 Text Page A4 Makro South America is further investing in people. Training is delivered to all store general 2012 06 14 in the region, offering them new tools and techniques with regard to managing people, managers achieving customer satisfaction and improving store operations. Commercial training programmes were re-designed and rolled out to the commercial teams in each of the countries. E-learning tools were launched to facilitate the roll-out of these training modules. New organisational structures were implemented, and management teams were strengthened with both internal promotions and external recruitments. The main development in the own-brand category was the renewal of the important ARO brand throughout the region. ARO-branded products are substitutions for A-brands, with equivalent quality at lower prices. Having standard regional own-brands facilitates increased joint buying initiatives. Several e-business pilot projects were launched, including "Click & Collect” in Colombia and mobile messaging promotions in Peru. With respect to sustainability, Makro has been actively measuring its footprint and defining plans to achieve short and long-term targets. Makro South America's own people are actively contributing with ideas and actions to achieve its sustainability targets. In this context, Makro South America started the "Sunny Stores" initiative, a study to use solar energy for electricity in its stores. In Argentina, the overall economic situation continued to worsen due to several factors, including increased foreign exchange controls, restrictions on imports and the threat of expropriation. These Page 26 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 27 / 65 Year Overview 2012 measures resulted in shortages of goods, higher inflation and a slowdown in economic activity. The results of Makro Argentina for 2012 were positive but below the previous year, having been adversely affected by the interference of governmental measures as mentioned above. Costs, especially those relating to personnel, are increasing at a higher pace than inflation and sales. In the difficult and disappointing Argentinian environment, management is doing everything possible to improve performance. There were 20 Makro stores in Argentina at year-end. The 2012 results at Basualdo, a wholesaler of cleaning and perfumery products, were better than expected, attributable to good margin management and rigorous cost control. At Tarquino, a wholesale cash and carry business in Cordoba, sales in 2012 were below expectations, affecting the trading profit. At the end of the year the Tarquino operations were renamed Mamut, as the right to the use of the Tarquino brand name expired. Economic growth in Brazil slowed down in 2012. The government took measures to stimulate growth, such as providing tax incentives for the purchase of cars and white goods and a reduction in taxes on electricity for all consumers. The interest rate has been gradually reduced from 11% at the end of 2011 to 7% at year-end 2012. The continued growth of the proportion of the middle class in the population, and increased investments in infrastructure for hosting the World Cup in 2014 and the Olympics in 2016, are expected to drive economic growth in the country in the coming years. The 2012 results of Makro Brazil improved significantly as a consequence of initiatives to improve price competitiveness and product assortment and reduce overdependence on a limited number of suppliers and products. The strategy is to continue focusing on assortment, pricing, supply chain and stock management processes so as to accelerate the existing healthy improvement in the performance of the business. Makro Brazil, with 76 stores at year-end, has secured sites for new store construction in 2013. A major store renewal programme is in the course 2012 06 14 of implementation at existing stores. Overview 2011 Text Page A4 The Colombian economy grew at a slower pace than originally expected in 2012, due both to the deterioration of the global economy and to the effects of the monetary tightening in the country implemented at the beginning of 2012. Increased public spending in the second half of the year did, however, positively stimulate demand somewhat. The operational results at Makro Colombia for 2012 lagged expectations. A strategy was adopted to reduce or discontinue loss-making highvolume sales in the non-food area. The company is re-focusing on the wholesale cash-and-carry concept. This includes a redefinition of the non-food assortment and an improvement in price positioning. Makro presently has 16 stores throughout Colombia. Idle assets were divested in order to secure additional funds for further expansion. The Peruvian economy continued to grow at an annual rate of over 5%. Makro first entered Peru in a greenfield development in 2009 and ended 2012 with nine stores, of which five are in Lima and four in the key provincial cities. The results at Makro Peru in 2012 developed ahead of expectations with a positive net profit in the year. The non-food area was restructured with a focus on professional customers, and this produced positive results. The main expansion focus continues to be in Lima. Preparing the organisation to support further growth is a priority. Page 28 / 65 Year Overview 2012 The business environment in Venezuela deteriorated further during 2012. Again, many new laws were implemented which restrict business. One such law — on costs and fair prices — establishes control over prices and margins at all stages in the value chain for a large array of product categories. It has significantly affected the availability of products, as manufacturers stop producing at pre-set prices which deny them a return on their investment. This is affecting stock levels and margins and hence reducing sales levels at Makro, too. Also, a new labour law affected Makro’s operations in many areas in addition to increasing personnel costs. Newly imposed increased pension obligations with retrospective effect had a negative impact on the results of 2012 and will impact personnel costs in the coming years. Despite this very difficult environment, Makro Venezuela achieved good results, which is a tribute to excellent management. At year-end, Makro had 37 stores in Venezuela, which included an additional two new stores in the year. The performance of the small Mikro retail stores has been affected by a combination of external and internal factors. Government interference in the business also severely affected the results of Mikro. Several commercial and operational actions have been planned to improve performance store by store, with the immediate objective being to achieve breakeven at the operational contribution level. At year-end, there were 19 Mikro stores in Venezuela. The economy in Thailand recovered from the severe 2011 flooding disaster, supported by lower interest rates and fiscal stimulus to increase consumers' purchasing power and thus household consumption. On the regulatory side, the major development has been the reduction in corporate income tax from 30% to 23% in 2012, with a further reduction to 20% in 2013. This is to compensate for the significant increase in minimum wages which was introduced in 2012 and which will have its full impact in 2013. Moreover, the government also issued new legislation to control the size of commercial buildings and increase food safety standards for fresh and frozen products. Overview 2011 Text Page A4 2012 06 14 In 2012, Makro Thailand achieved another remarkable result, breaking all previous records in sales value and overall performance. Projects and initiatives launched during the year contributed positively to this performance and supported the company's goal to be the "first-choice supplier to food professional customers". For instance, the company hired specialists in major ethnic cuisines to develop a wider and deeper assortment to serve more diverse food service customers. Also, own-brand gained both in sales value and sales participation. Makro Thailand's commercial organisation has been adapted to ensure the highest possible service level to the different segments in the food industry sector. A new frozen food distribution centre was established in the northeast of the country to supply stores located in that region. This is to cope with significant volume growth and is also part of Makro Thailand's business continuity management initiative. With the launch of the campaign "Reduce, Reuse, Recycle", an increasing focus is placed on sustainability. This includes initiatives in the area of energy consumption management for refrigeration and lighting. New stores are constructed with new standards that include computerised energy management systems. Makro Thailand consists of a number of formats aimed at different categories of customers. The company opened five new Makro stores in 2012, bringing the total number of stores to 57 at the end of the year. This included a new food service store opened in Hua Hin, dedicated to food service customers in that popular higher-end tourist region. Also, Makro now has five Siam Frozen stores, Page 29 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 30 / 65 Year Overview 2012 a smaller store specialising in frozen food only. In order to pursue a multi-channel strategy, Makro Thailand — similar to a number of the South American operations — launched an e-commerce portal called "Makro Click and Collect" on a trial basis. Siam Food Services (SFS), the fresh and frozen foods distribution business in Thailand, also achieved record sales in 2012. SFS expanded its operation with the opening of a branch in Phuket to tap into this high potential market as well. Makro Thailand has established a subsidiary in Vietnam, Vina Siam Food, to operate a food service business similar to SFS. Mammoet In its first full year as a wholly owned subsidiary of SHV and with a newly composed Executive Board of Management, Mammoet again succeeded in growing and expanding its activities. The company is firmly established as the world's leading tailor-made heavy lifting and multimodal transport solutions specialist. The company's core business is the transport, shipping, installation and removal of heavy or large objects to and from any location, onshore and offshore. Mammoet's activities are focused on the petrochemical industry, civil engineering projects, the power generation sector, and offshore and marine projects. The company's engineering skills, experience, its thousands of highly skilled professionals and its vast fleet of state-of-the-art equipment, combined with high quality and safety standards, have made Mammoet a market leader, setting trends and records around the world. Overview 2011 Text Page A4 During 2012 the new management team initiated a strategic shift towards a business model that continues to reap the benefits of a strong asset base but increasingly focuses on providing 2012 06 14 with engineering solutions. Mammoet’s global presence and the scale and width of its customers equipment fleet allow the company to quickly mobilise the required capacity to any place in the world. The long-standing expertise, engineering resources and entrepreneurial spirit of the company allow for new and innovative approaches that create added value in response to challenging customer requests. This historical strength of Mammoet will continue to be emphasised in the future. In this context, "Mammoet Solutions", a special engineering department dedicated to delivering innovative solutions for complex engineering assignments, was established. Through this approach, Mammoet aims to further deepen its relationship with its customers for the purpose of getting a better understanding of the challenges they face and, with this knowledge, be in a position to contribute to solutions to technical and logistical problems at the earliest possible stage in project design and formulation. With this aim in mind, a new CRM system has been implemented throughout the organisation. Mammoet serves industries that are sensitive to economic volatility. In this respect, 2012 was a more difficult year in some parts of the world than in others. The volume of work in the petrochemical maintenance markets in Europe and the USA declined. Reduced investments in the power sector as a consequence of the global economic downturn, and much depressed business in the euro zone, further tightened demand for smaller cranes in particular. A continued focus on costs, combined with further restructuring to align the company with the changed market circumstances, have helped to reduce the impact on overall results from these business segments. Page 31 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 32 / 65 Year Overview 2012 At the same time, Mammoet experienced a growth in demand for its services in several very large projects in LNG, oil sands and mining-related activities. Mammoet managed to realise significant sales growth. Mammoet also managed to grow its order book in 2012 and was able to secure a number of large-scale projects in many different parts of the world. The salvage operation also improved substantially, both year-on-year and against expectations. However, as a general statement it can be said that there is overcapacity of the less specialised equipment in the market, which has had a dampening effect on pricing and hence margins. Fortunately, owing to the company's range and the quality of its fleet as well as its technical skills and the competency of its people, Mammoet's equipment utilisation rates have been satisfactory across all segments in the year. During 2012 the organisation grew further due to the hiring of personnel to meet the staffing requirements for projects in Canada and Australia. In addition, a number of initiatives to further strengthen the commercial and operational departments were executed. The restructuring of Mammoet Wind in North America led to the relocation of staff and some reduction in staff numbers. The availability and growth of a pool of skilled and experienced people are essential for the further development of the company. The strengthening of management in the field of human capital at both the holding and regional levels signifies the increased emphasis on the recruitment, development and retention of qualified Mammoet staff. Many of Mammoet's customers see the company’s safety culture and its safety performance as a key differentiator in choosing to work with it. For Mammoet, it is essential to ensure a safe working environment for all persons employed with and for the company. This extends also to increased attention to sustainability both within the company and with customers. Overall, the safety 2012 06 14 performance over 2012 was in line with expectations. A programme developed to further promote a positive safety culture was initiated in 2012 and is expected to support further improvement over the coming years. Overview 2011 Text Page A4 ERIKS ERIKS is a leading innovative industrial products and services provider with a focus on high-end technology for industrial applications. Its activities are concentrated around flow technology (valves, instrumentation, industrial hoses and gaskets), sealing technology, machined industrial plastics, power transmission (hydraulics, pneumatics, bearings and electro-mechanical power transmission), and tools and maintenance products. ERIKS' product and application know-how and its long industrial experience are incorporated in the design of its own products and private branded products. Through its passion for technology, ERIKS offers its clients different value propositions: technological advice-driven proposition, total cost of ownership proposition, and value-added project business proposition. This is driven by ERIKS' philosophy that "know-how makes the difference". ERIKS has been at the forefront of developing and implementing a sustainability strategy that is at the heart of concretely delivering on these different value propositions. The sustainability strategy is, in turn, driven by innovation in equipment design that sets clear goals for Page 33 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 34 / 65 Year Overview 2012 reductions in energy, waste, pollution and risk associated with the application in practice of the goods and services manufactured and distributed by ERIKS. Through this approach to its business, ERIKS creates sustainable growth and value for both shareholders and society while reducing the environmental footprint of both its value chains and of its customers. ERIKS provides solutions to two industrial segments: Original Equipment Manufacturers (OEM) and Maintenance Repair and Overhaul (MRO). The focus in the OEM market is on co-engineering and the sharing of product and application know-how with customers. In the MRO market, ERIKS products and expertise are used directly in the servicing of machines and industrial plants. Econosto, which includes most of the project oriented business of ERIKS, is active in providing technical solutions for projects in selective markets such as the oil and gas, chemicals, petrochemicals, power generation, and shipbuilding and repair sectors. Among the ERIKS range of activities, the sealing and rubber technology product group, in which the company originally started out, is active in a very innovative and technology-driven business. The knowledge built up over decades as a distributor of standard sealing products (O-rings, oil seals, vibration dampers and standard rubber moulded products like bellows and profiles) has gradually turned ERIKS into a sealing and rubber technology specialist. Sealing and rubber technology sales continued to grow in 2012, especially in the USA. ERIKS is investing in rapid prototyping facilities in the Netherlands, including 3D printing and smallscale production equipment to enable the company to rapidly produce testing models, prototypes and small initial series of bespoke seals and rubber moulded products. Laboratory company Elastomer Research Testing was acquired in the Netherlands during the second half of the year to 2012 06strengthen 14 further ERIKS' position in this segment. Overview 2011 Text Page A4 The flow technology product group, comprising valves, instrumentation, gaskets and hoses, represents the biggest share of ERIKS' total sales. This activity is also ERIKS' most international and diversified business. Over the last decade, ERIKS has transformed itself from a local distributor for valves, instrumentation and piping in only a few countries into a globally respected industrial service provider with sizeable activities in Europe, North America, the Middle East and South East Asia. To further strengthen its position in this product group, ERIKS acquired the commercial activities of Valves Enterprise in Spain, a manufacturer of specialised valves, serving leading industrial companies in the fields of tank storage, refining, bulk loading, and naval and aviation refuelling and metering systems. Acquisitions that strengthened ERIKS' position in North America during 2012 included Carolina Controls Depot and IEC Control Shop, strengthening the heating, ventilation and air conditioning offering of Industrial Controls. In Canada, valve distributor Quantum Supply was added to the group. The assets of Industrial Rubber & Supply of Savannah, USA were acquired to further complete the distribution network of LewisGoetz. Finally, Regal Brown, offering measurement control and instrumentation products to a broad array of markets and customers, was added to the Rawson organisation. Page 35 / 65 Year Overview 2012 The 2012 results were satisfactory. In a market experiencing an economic downturn, ERIKS achieved sales growth in excess of 30%. Although this growth was mainly driven by acquisitions made in 2011, organic growth also contributed. The company was also successful in maintaining margins at healthy levels. ERIKS now generates over one-third of its sales from its North American operations. There is still very substantial development potential for all of ERIKS’ activities within all geographical regions in which the company is present. NPM Capital NPM Capital positions itself as the private equity partner of choice for successful entrepreneurs and is focused mainly on medium-sized companies in the Benelux. NPM determines preferred sectors from time to time in which to seek investment opportunities. This is in addition to concentrating on consolidation investment opportunities in existing participations. NPM's investment philosophy is to help businesses to grow towards long-term sustainable performance. While NPM Capital prefers majority buy-outs with management participation, it is also open to minority positions once there is clear alignment with partners on the strategy, corporate governance, investment for growth, and the eventual exit mechanism. Because it is not a fund, NPM can operate more like a strategic investor or partner and be more flexible with the timing of divestment, allowing it to choose for the optimum circumstances being in place. This implies that the company is never under pressure to secure an exit, unlike conventional private equity funds. Overview 2011 Text Page A4 The market for private equity in the Benelux in 2012 was marked by relatively low deal activity. The depressed economic conditions, which have adversely affected margins in many businesses, have had a knock-on effect on company valuations. Simply put, this is not a great time to sell in the minds 2012 06 entrepreneurs, 14 of most who prefer to wait for better times. It is also the case that financing is difficult and this, in general, negatively impacts business valuations as well. The banking sector is subject to new and stricter reserve ratios, which limit liquidity and hence debt financing. Breaches in bank covenants are no longer easily waived in any circumstances, calling for balance sheet repair through cash injections from shareholders. It is against this background that NPM Capital is seeking to perform and grow. As can be gathered, the challenge to source attractive investment opportunities has intensified. Growth capital towards existing participations has become more prevalent. While remaining opportunistic, NPM continues to aim at deepening its knowledge and network in a number of specific sectors, including the food, energy services, technology and health care sectors. NPM also strengthened its engagement with the management of the companies in its portfolio. This is intended to be constructive at a time when the risk of underperformance — or worse — has heightened considerably. NPM also continues mentoring its participations in a number of strategic development themes, specifically sustainability, e-commerce and operational excellence. NPM Capital invested a total of € 148 million in 2012, the vast majority of which has been growth capital in existing participations. These included Continental Bakeries, Medux (the holding Page 36 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 37 / 65 Year Overview 2012 company for the earlier acquired Harting Bank and Emcart companies in the mobility aids segment of the health care sector) and Kiwa. Medux added a further two bolt-on acquisitions, namely Ciran and Vitalis. Ciran is a network of clinics throughout the Netherlands offering a full range of physical and mental rehabilitation treatment programmes for patients with physical injuries and other traumas. Vitalis offers a wide package of home and institutional care products and services for people suffering from physical disabilities. Kiwa, the testing, inspection and certification company originally acquired in 2011, added several bolt-on acquisitions to its portfolio in 2012 and continues to expand internationally. Kiwa's buy-and-build strategy included investments in the Netherlands, the United Kingdom, Turkey and Denmark. NPM Capital acquired a 60% equity stake in VSI in the fourth quarter of 2012. VSI is an R&Dintensive producer of functional bars for the dieting, sports and health and wellness markets in Europe. In the health care sector, NPM acquired a 71% stake in Dermicis, a chain of dermatology clinics, and a 97% stake in Medinova, a chain of independent treatment centres active in orthopaedic surgery and eye care. An interest was acquired in the e-commerce and physical bicycle business Hans Struijk Fietsen which offers buy-and-build opportunities. Hertel, the industrial services company whose core business is providing scaffolding, painting and insulation services to industry in several regions of the world, was supported with capital injections to facilitate a restructuring of the business. The additional capital was also used to acquire additional shares from a smaller shareholder. Overview 2011 Text Page A4 There were three successful exits in the year. These included NPM's 44% stake in bol.com (acquired by the Ahold group), NPM's 53% stake in Independer.nl (acquired by Achmea) and 2012 0660% 14 stake in Plasticum (acquired by Lindsay Goldberg). All exits exceeded NPM's NPM's minimum return target of 15%. Financial developments Sales Sales grew by € 2.6 billion, or 15%, from € 17.4 billion in 2011 to a record level of € 20.0 billion in 2012. This sizeable growth was fuelled by two main business drivers: growth initiatives, mainly consisting of acquisitions and the opening of new Makro stores, and organic growth. The net effect of exchange rate developments in foreign currencies was limited. Acquisition spending was moderate in 2012, as a result of which the sales increase from growth initiatives (€ 0.7 billion) was mainly a spillover effect of the significant acquisitions made by ERIKS in 2011 (Industrial Controls and LewisGoetz) and the opening of ten new Makro stores in 2011, as well as the opening of nine new Makro stores in 2012. Organically, excluding the impact of currency movements, sales increased by € 1.9 billion (11%) compared with last year. Each operational activity contributed to this organic growth. The net positive effect of movements in foreign currencies on SHV’s net sales was € 0.1 billion, driven in particular by the appreciation of the Thai baht and the British pound and offset by the devaluation of the Brazilian real. Page 38 / 65 Year Overview 2012 Income from operations Like-for-like sales of SHV Energy, excluding growth initiatives and exchange rate effects, were 8% above the level of 2011. Despite a relatively mild winter, fierce competition in a number of important markets, increased energy efficiency (especially in Europe), and divestments of the business in Pakistan and a regional business in China, volumes were only slightly below the level of 2011. The year started out with extremely high product prices. There followed a brief but significant respite in these prices in the second quarter before they surged again to new record highs for most of the latter half of the year. Fortunately, several of SHV Energy's European businesses, especially those with good storage infrastructure, organised longer-term supply arrangements during the period when prices had softened. This proved invaluable in maintaining margins at acceptable levels, which offset the structural weather and economy-related volume shortfall. As a result, the total gross margin in 2012 was slightly above the level of 2011. With constant pressure on volumes, especially in Europe, SHV Energy continued its focus on operational excellence and cost control. Despite the inflationary effects on cost in Brazil and Turkey, total operating costs only showed a slight increase of 0.5% compared with 2011. Overall, SHV Energy reported income from operations in 2012 in line with the previous year. Makro realised a sales increase of 17%. This was the result of sales generated by the ten stores opened in 2011 and nine stores opened in 2012 (4%) as well as organic growth (13%) coming from healthy economic circumstances in Thailand, Colombia and Peru, growth in market share driven by initiatives to improve price competitiveness and assortment, and high inflation in Venezuela and Argentina. Overall, Makro continued to improve its gross margin as a percentage of sales, but its performance varied widely from country to country. Despite the impact from the severe 2011 floods on the first half of 2012, Makro Thailand achieved a remarkable result, breaking all previous 2012 06 14 records in sales value and overall performance. The results of Makro Brazil in 2012 have shown a healthy improvement as a result of fundamental changes to the company’s organisational structure and commercial strategy, offset somewhat by the inflationary pressure on costs. Despite regulated prices, the import restrictions on certain products and a general scarcity of product, the performance of Makro Venezuela remained satisfactory. The results for Makro Argentina were below last year, driven by worsening economic circumstances and increasing government controls, with related scarcity of products and high inflation. For Makro Colombia, performance was in line with 2011. Makro Peru realised a healthy growth in sales and performance and reported for the first time since the start of the Makro business in Peru in 2009 a positive net result, which exceeded expectations given the continuing expansion programme. Overview 2011 Text Page A4 Total overall sales at Dyas increased by 17% compared with 2011, mainly driven by the strengthening of the US dollar against the Euro and the income on the K4/K5 redetermination cash settlement with Total. The 2012 production level of 7.6 million barrels of oil equivalent compares to 7.7 million in 2011. This slight decline in production was mainly the result of production interruptions, unscheduled maintenance and some divestments, while the Athena field only came on stream in the course of the year. While the average oil price per barrel remained stable at the level of 2011 (USD 112 in 2012 versus USD 111 in 2011), the increase in the average Dutch gas price (€ 0.26 euro per m3 in 2012 versus € 0.23 per m3 in 2011) had a positive impact on the overall result. Despite the lower volumes, total production costs increased as result of some accelerated Page 39 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 40 / 65 Year Overview 2012 depreciation charges and higher exploration activities. Overall, Dyas’s net result was at a very satisfactory level. Mammoet’s results reflect an increase in overall activity levels, albeit with big regional differences. Canada, in particular Canada West, and the Asia-Pacific region experienced a considerable increase in activity mainly attributable to a number of large long-standing time- and materialsbased projects. In Europe, however, there was a significant negative trend in terms of the level of activity and results. This is due to very poor market conditions in the Benelux, Germany and the UK. Overall, equipment utilisation rates remained at a satisfactory level, but the overcapacity in a number of markets, especially within Europe, is exerting pressure on margins. Income from operations and net income experienced a healthy improvement compared with 2011. Net income to SHV was also supported by SHV’s acquisition of the remaining 25% minority interest in Mammoet in the middle of 2011. ERIKS’ results for 2012 were above 2011, with overall sales up by 32% including acquisitions and a 4% organic growth. Most of the countries in which ERIKS is active enjoyed favourable market conditions until the middle of 2012, with healthy organic growth developments. In the second half of the year, the economic climate in Europe deteriorated. In this market environment, ERIKS is experiencing increasing pressure on margins, with a downward trend towards the end of the year. ERIKS’ results were positively affected by the acquisition of Industrial Controls and LewisGoetz in 2011. As these sizeable 2011 acquisitions were finalised only in the last quarter of the year, they had a significant spillover impact on the 2012 results. Overview 2011 Text Page A4 Exceptional items 20122012, 06 14 exceptional items included an impairment loss on an investment in renewable energy, For restructuring costs and the costs associated with recovery plans for UK pension funds offset by gains on the sale of oil and gas fields, idle land and subsidiaries. Financial results Despite the satisfactory capital gains realised by NPM Capital on the exits of bol.com, Plasticum and Independer, income from private equity investments in 2012 decreased compared with the year before, as 2011 included an exceptionally high capital gain on the exit of the Van Oord company. Private equity income further consisted of interest on loans to participations and dividend income, which was partly reduced by some mark-to-market adjustments on publicly traded investments. In the beginning of 2012, SHV raised € 0.5 billion from US and Dutch private placements with a duration between five to fifteen years. These funds were used to repay the short-term stand-by facilities that were drawn to finance the US acquisitions of ERIKS at the end of 2011. Since longterm facilities are more expensive than short-term facilities, net interest expenses increased slightly from € 61 million in 2011 to € 70 million in 2012. Page 41 / 65 Year Overview 2012 Taxes The average tax burden decreased from 28.2% in 2011 to 28.0% in 2012. The development of the effective tax rate is the result of a number of specific matters which, on balance, had little effect. The 2011 results included a high tax-exempt capital gain in NPM Capital. At the same time, 2011 tax charge was impacted by an increase in the deferred tax liability of Dyas by € 33 million. This was due to an increase in the United Kingdom supplementary tax rate of 12%. Changes in nominal tax rate, on balance, had a positive effect. This was mainly a result of the reduction in the corporate income tax rate in Thailand from 30% to 23%. The recognition of deferred tax assets also had a reducing impact on the effective tax rate. Net income Net income in 2012 was € 714 million, which translates into a return on shareholders’ equity of 19% (2011: 22%). Eliminating the effect of goodwill charged against shareholders’ equity, the return on economic equity in 2012 was 10% (2011: 11%). Foreign currency exchange Many of SHV’s businesses operate in non-euro countries. Converting the results of these businesses from their respective currencies to euro leads to negative or positive currency effects. The net positive effect of all currency fluctuations on SHV’s 2012 net income amounted to € 5 million. Overview 2011 Text Page A4 Investments and divestments In 2012, total spending on investments amounted to € 911 million, of which € 18 million was spent on acquisitions, € 723 million on investments in operational fixed assets and € 170 million on 2012 06 14 in financial fixed assets (including € 148 million on private equity participations by investments NPM Capital). SHV Energy invested € 256 million in operational fixed assets such as filling plants, logistics, autogas stations and IT as well as in cylinders and tanks both for replacements for endof-life equipment and for the development of new businesses. Makro invested € 146 million on operational fixed assets and in new stores. Dyas and Mammoet invested a total of € 326 million in operational fixed assets. Dyas invested in exploration and oil and gas field development, while Mammoet invested largely in conventional cranes as well as crawler and hydraulic cranes. Investment in operational fixed assets by ERIKS was at a moderate level. Investments in financial assets included spending on growth of the private equity portfolio of NPM Capital, including a participation in Medinova, Dermicis, Hans Struijk Fietsen and VSI, and further investments in existing participations to support their continuing growth. In 2012, total divestments amounted to € 374 million. These came mainly from the divestments of the participations in bol.com, Plasticum and Independer by NPM Capital and of interests in oil and gas fields by Dyas as well as the sale of some smaller regional businesses by SHV Energy, the sale of idle land by Makro and the sale of operational equipment in the normal course of business at SHV Energy, Makro and Mammoet. Page 42 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 43 / 65 Year Overview 2012 Working capital The increased focus on the management of working capital has resulted in improved working capital positions at almost all businesses, with further improvement potential, especially at Mammoet. The working capital situation at SHV Energy, Makro and Dyas generated a healthy cash flow. The project-related increase of working capital at Mammoet offset the positive working capital effect on operational cash flow from the other businesses. Financing and liquidity At December 31, 2012, total liquidity amounted to € 980 million (2011: € 838 million) and the net debt position was € 785 million (2011: € 1,077 million). This improvement in net debt is a result of careful investment spending, whereby the total expenditures excluding growth investments was equal to 70% of depreciation. Short-term payables to banks further declined as a result of the issuance of the US and Dutch private placements, which were used to repay short-term debt. SHV has two credit facilities in place as at December 31, 2012: a facility of € 600 million, which is available to SHV until 2015, and a second stand-by facility of € 600 million, which is extended to 2017, with a further option for extension of one year. As of the end of 2012, no drawdowns had been made on these facilities. In addition to the available cash, the undrawn amount of the stand-by facilities gives SHV the necessary flexibility to finance further investments. Solvency At December 31, 2012, SHV’s group equity amounted to € 4,066 million, an increase of € 282 million. A large part of shareholders’ equity is invested in countries with currencies other than the euro. In 2012, the total negative effect of converting these currencies into euro amounted to € 113 million. This amount has been debited to shareholders’ equity. The solvency ratio at the 2012of 062012, 14 end defined as group equity as a percentage of total assets, was 40% (2011: 37%). Overview 2011 Text Page A4 Business risk Risks and uncertainties define all business environments. Risk-taking is an essential part of business and a precondition for achieving adequate returns. The risk environment in which SHV companies create value and generate income is determined by both manageable risks and a number of external risks that are beyond the control of SHV. The manageable risks are of different natures and include commercial, operational, financial, tax, compliance and regulatory risks, the reliance on information technology and the ability to recruit and retain employees. Risks change constantly as the internal and external dynamics of the operating environments of SHV companies change, especially in the current uncertain and volatile global economic environment. This can have an impact of an unpredictable nature on SHV's business. Also taking into account the competitive environment, it is essential for SHV management to continue to devote attention, and take a proactive approach, to market developments and their consequences for the businesses in which SHV operates. Furthermore, an area requiring constant attention from all the Page 44 / 65 Year Overview 2012 businesses remains the challenge of recruiting, developing and retaining qualified and talented people to ensure sustainable successful performance. The main business risks for the various SHV activities that require management attention include the following: – Management of health and safety risks is of paramount importance in the LPG business. The results of SHV Energy are further influenced by the weather. A mild or cold winter will determine heating-related demand. The purchase price of LPG fluctuates and is dependent on supply and demand situations in the applicable LPG supply markets, the price of oil and movements in exchange rates, particularly in the US dollar. Government policies also affect results, for example on pricing or in connection with illegal filling of cylinders. – The results of Dyas are influenced by the price of crude oil, the price of natural gas and by the exchange rates of the US dollar and the British pound. As a non-operator, Dyas relies on the various operators with whom it co-operates for the safety aspects of its oil & gas production. – The results of Makro depend largely on customer generation, retention and spending, which is also influenced by the development and stability of the economies in which Makro operates. Hygiene and product safety are also vital to the success of Makro. – At Mammoet, managing health and safety risks is of crucial importance. Mammoet's heavy lifting and transport activity relies for its profitability on the overall investment climate and, more specifically, on the dynamics in sectors such as civil engineering, power and the oil & chemical industry. Cyclical risks are mitigated by operating in both the project and rental market and also through Mammoet's presence in various market segments and regions. With a global tendency of growing order size, the profitability of especially larger projects is increasingly dependent on project management capabilities. 2012 06 14 business depends on the level of industrial production, especially among ERIKS' OEM – ERIKS’ customers. The MRO-related market is less cyclical, although it is still exposed to the general economic climate. The distribution of ERIKS' activities between OEM and MRO, in combination with a healthy geographical spread, mitigates these business risks. – NPM Capital's results are mainly determined by the sale of companies in which it has invested and by potential impairments of carried investments. Sales opportunities and price, as well as impairments, depend largely on the economic and financial climate in any given period. Therefore, NPM's results can fluctuate considerably over the years. In the longer term, NPM's success depends on its capacity to identify profitable investment opportunities, initiate improvement in performance by pursuing operational excellence and innovation, and ensure that good corporate governance is in place to monitor the investments adequately until the moment of divestment. Overview 2011 Text Page A4 SHV's profitability is further influenced by several other external risk factors. Political risks exist, for instance, where the company owns assets in politically unstable countries, which are further compounded by potential problems related to terrorism, social unrest and the scarcity of vital resources. Governmental interference in business, the continuing inequitable enforcement of regulations, and the more recent phenomenon of sudden increases in taxation and levies in several jurisdictions, which is currently especially noticeable in Europe, further add to risk and related costs. Populist government measures bear down on business also. External risk factors also Page 45 / 65 Year Overview 2012 include economic factors such as inflation, interest rates, the euro, the sovereign debt crisis, exchange rate policies and stock market returns (in so far as they have a negative impact on companies’ pension liabilities). The measures taken to mitigate the risks — to the extent possible and economically feasible — are further described in the risk management paragraph included in the basis for consolidation, valuation of assets and liabilities and determination of income of this report. Special thanks In 2012, the number of people in SHV reached 55,800 at year-end. It is to these 55,800 people that SHV owes deep respect and gratitude for all of the success enjoyed by the company. SHV is deeply committed to providing a safe and stimulating environment for all of its people. This is in return for the loyalty, dedication and passion to serve that SHV people demonstrate daily throughout all the activities of the company, spread over most of the major regions of the world. It is the ambition of SHV that those who want and strive to develop and grow within the company will get the chance to do so. Above all else, SHV wants its people to be happy and motivated in their work in the many different businesses that together comprise the company. To all who live the values of SHV and who are proud of "being part of SHV", your company says thank you and wants you to know that you are deeply appreciated for all that you do to serve the company and its several millions of customers around the world. Overview 2011 Text Page A4 March 15, 2013 2012 06 14 On behalf of the Executive Board of Directors P.J. Kennedy Chairman Page 46 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 Page 47 / 65 Year Overview 2012 Corporate Philosophy Being part of SHV SHV is a privately-held company and wishes to remain so. SHV is a decentralised company. Great trust is placed in our people in the field. This decentralisation provides an excellent opportunity for individual development. Mutual respect and trust provides the basis for happiness at work. SHV’s most important values are integrity and loyalty. Integrity means being honest, genuine and totally open in communications about all matters that concern the company. Good news may travel slowly, bad news should travel quickly. Loyalty means putting your best effort into your work for the company and its development. Based on the integrity and loyalty of our people, SHV wishes to continue to grow both for the benefit of our shareholders, our employees and for the well-being of the society in which we live and work. Growth through performance We optimise our business and keep an eye open for opportunities. We work as a team for better results. We keep hierarchy and bureaucracy to a minimum. Shareholders are not looking for "puffed up" quarterly or annual results, but for sustainable profit growth. Overview 2011 Text Page A4 Shareholders accept the risks of new endeavours. 2012 06 14 Go for niche and market share In looking for niche markets, we will not dabble in general trends or fashions. We will establish ourselves as a leading participant in our markets. Invest in people Success comes through our people. Investing in people means: – trusting our people – giving our people responsibility – stimulating creativity and own initiative – coaching and training our people – rewarding excellence Motivate by example, smile and find happiness in your work. It is important not to blame people. We all make mistakes. To blame is to be negative. If integrity and loyalty are undisputed, a mistake might be the start of better management. Page 48 / 65 Year Overview 2012 Manage change Change is all around us always. Do not be blind or deaf to change. Change creates opportunities. Analyse change, discuss it with others, evaluate and challenge your own thoughts. See change as oxygen for our company and manage it with understanding and wisdom. Look for the unusual The unusual is interesting. The unusual challenges our intellect and our creative spirit. At all levels our people are invited to look for the unusual and see how it can help our business. This is essential to our success. The unusual may be exactly what can differentiate us. Listen, learn and react No one knows everything, we all know something. By listening to other people’s ideas and thoughts we widen our horizon. To listen before speaking is to learn. The wise man or woman will benefit from the knowledge of others. After listening and learning we should decide to react. Never forget that to do nothing is also a decision. Keep things simple Life only seems to be complicated. Technicalities are complicated, good business is not. Choices and decisions are difficult at times, not complicated. Put your thoughts on any subject on a single piece of paper – it helps clarify the mind. Overview 2011 Text Page A4 2012 06 14 Page 49 / 65 Year Overview 2012 Major operating companies Between [ ] ownership percentage at December 31, 2012 SHV Energy SHV Energy Zuidtoren Taurusavenue 19 2132 LS Hoofddorp Telephone 31 23 5555700 Fax 31 23 5555701 e-mail info@shvenergy.com the Netherlands P.H. Zekhuis J.H. Wakkerman L.M.M. Barretto Cotta S.M. Franken M. Kossack S. Siper J.K. Wilson SHV Energy includes the following companies: (in alphabetical order by country) Primagaz Central Europe GmbH [100%] Vienna info@primagaz-trading.com Austria E. Brandstätter Clean Energy Austria GmbH [100%] Kirchbichl www.primaenergie.at Austria K. Büdel Belgium Overview 2011 Text Page A4 J.M. Medoš Primagaz Belgium N.V. [100%] Tessenderlo www.primagaz.be 2012 06 doo 14 [66.5%] Liquivex Usora www.liquivex.tel.net.ba Bosnia and Herzegovina A. Arzà Supergasbras Energia Ltda [100%] Rio de Janeiro www.shvgas.com.br Brazil L.M.M. Barretto Cotta SHV (China) Investment Company Limited [100%] Guangzhou www.xiweigas.com China F.J.C. van Lede Butan Plin d.o.o. [70%] Novigrad www.butanplin.hr Croatia A. Arzà Primagas s.r.o. [100%] Prague www.primagas.cz Czech Republic J. Karlik Page 50 / 65 Year Overview 2012 Primagaz Danmark A/S [100%] Køge www.primagaz.dk Denmark S. Bhalla Compagnie des Gaz de Pétrole Primagaz S.A. [100%] Paris www.primagaz.fr France M. Niazi SHV Gas Supply & Risk Management SAS [100%] Paris France E. Brandstätter Primagas Energie GmbH & Co. KG [72.7%] Krefeld www.primagas.de Germany J.D. Diercks EC Bioenergie GmbH [70%] Heidelberg www.ec-bioenergie.de Germany T.A. Bischof Prímagáz-Hungária Zrt. [100%] Budapest www.primagaz.hu Hungary Z. Szirmai SHV Energy India Private Ltd. [100%] Hyderabad www.supergas.com India Liquigas [70%] 2012 06 S.p.A. 14 Milan www.liquigas.it Italy S.M. Franken Liquigas Malta Ltd. [35%] Birzebbuga www.liquigasmalta.com Malta R. Capelluto Primagaz Nederland B.V. [100%] Zutphen www.primagaz.nl the Netherlands J.M. Medoš Calor Gas Northern Ireland Ltd. [100%] Belfast www.calorgas.ie Northern Ireland M. Kossack Balcas Ltd. [45%] Enniskillen www.balcas.com Northern Ireland E. Smith Kidney A. Kumar Overview 2011 Text Page A4 Page 51 / 65 Year Overview 2012 Primagaz Norge AS [100%] Køge www.primagaz.no Norway S. Bhalla Liquigaz Philippines Corporation [100%] Manila www.liquigaz.com the Philippines S. Guha Gaspol S.A. [97.8%] Warsaw www.gaspol.pl Poland S. Smigiel Calor Teoranta [100%] Dublin www.calorgas.ie Republic of Ireland M. Kossack Probugas a.s. [50%] Bratislava www.probugas.sk Slovakia J. Karlik Butan Plin d.d. [70%] Ljubljana www.butanplin.si Slovenia T. Grm Spain Overview 2011 Text Page A4 J.P. Korver Prímagas Energía S.A.U. [100%] Barcelona www.primagas.es 2012 06 14 Primagaz Sverige AB [100%] Køge www.primagaz.se Sweden S. Bhalla Ipragaz A.S. [100%] Istanbul www.ipragaz.com.tr Turkey S. Siper Ipra Enerji A.S. [100%] Istanbul www.bizimgaz.com.tr Turkey S. Siper Calor Group Ltd. [100%] Warwick www.calor.co.uk United Kingdom S. Rennie Page 52 / 65 Year Overview 2012 Dyas Dyas B.V. [100%] Rijnkade 1 3511 LC Utrecht Telephone 31 30 2338434 Fax 31 30 2338418 e-mail dyas@shv.nl the Netherlands E.N. Veenhof P.J. Waaijer E.F.G. Zielinski Dyas UK Ltd. [100%] Warwick e-mail dyas@shv.nl United Kingdom E.N. Veenhof Overview 2011 Text Page A4 2012 06 14 Page 53 / 65 Year Overview 2012 Makro Siam Makro Public Company Limited* [49%] 2nd Floor, 3498 Lard Prao Road Klongchan, Bangkapi Bangkok 10240 Telephone 66 2 7231000 Fax 66 2 3752789 e-mail info@siammakro.co.th Thailand S. Ithijarukul J.M. de Geyer T.L. Hammer L. Lin S. Thithapant Makro South America Rua Carlos Lisdegno Carlucci, 519 05536-900 São Paulo-SP Telephone 55 11 37452814 e-mail msa@makrosouthamerica.com Brazil R. Kandelman G.K. Agarwal A. Voogd Makro includes the following companies: (in alphabetical order by country) Supermercados Mayoristas Makro S.A. [100%] Buenos Aires www.makro.com.ar Argentina A.J. van Wingerde Overview 2011 Text Page A4 Brazil Makro Atacadista S.A. [99.9%] São Paulo www.makro.com.br 2012 06 14 R. Laughlin Makro Supermayorista S.A. [100%] Bogotá www.makro.com.co Colombia N. Davila Makro Supermayorista S.A. [100%] Lima www.makro.com.pe Peru D.Y.J.F. Poussier Siam Makro Public Company Limited [49%] Bangkok www.siammakro.co.th Thailand S. Ithijarukul Siam Food Services Limited [49%] Bangkok www.siamfoodservices.com Thailand L. Lin Makro Comercializadora S.A. [75%] Caracas www.makro.com.ve Venezuela A.A.H. Alonzo Page 54 / 65 Year Overview 2012 Mammoet Mammoet Holding B.V. [100%] van Deventerlaan 30-40 3528 AE Utrecht Telephone 31 886502300 Fax 31 886502340 e-mail info@mammoet.com the Netherlands J.A. Kleijn S. Kranenburg E.M. Rave H. Smit Mammoet includes the following companies: (in alphabetical order by country) Mammoet Canada Eastern Ltd. [100%] Cambridge www.mammoet.com Canada T. Sittler Mammoet Canada Western Ltd. [100%] Edmonton www.mammoet.com Canada J. van Vlierden Mammoet Wind [100%] Nørresundby www.mammoet.com Denmark J.H. Larsen CMK Mammoth Gulf B.V. [100%] Jebel Ali Free Zone (South) 2012 06 14 www.mammoet.com Dubai W.J.J.M. Dekkers Mammoet Europe B.V. [100%] Schiedam www.mammoet.com the Netherlands S.G.S. Splinter Mammoet Salvage B.V. [70%] Schiedam www.mammoet.com the Netherlands F.R. Ringersma Mammoet Singapore Pte. Ltd [100%] Singapore www.mammoet.com Singapore R. Koenis Mammoet Southern Africa (Pty) Ltd [100%] Johannesburg www.mammoet.com South Africa S.K. Eikelenboom Mammoet USA South, Inc. [100%] Rosharon www.mammoet.com USA R.T.M. Miller Overview 2011 Text Page A4 Page 55 / 65 Year Overview 2012 ERIKS ERIKS N.V. [99.4%] Robonsbosweg 7D 1816 MK Alkmaar Telephone 31 72 5475888 Fax 31 72 5475889 e-mail info@eriks.com the Netherlands J.M.G.E.L. Sleebus M.T.A. Beckers L.N. Epskamp H.J. Maier ERIKS includes the following companies: (in alphabetical order by country) ERIKS + Baudoin N.V. [100%] Hoboken www.eriks.be Belgium J. Mouton Vemoflex N.V. [100%] Asse www.vemoflex.be Belgium J. Mouton Econosto Shanghai Ltd. [100%] Shanghai www.econosto.com.sg China N.Y. Chen Valtor Offshore A/S [100%] Esbjerg 2012 06 14 www.valtor.dk Denmark J. Grabaek Dansk Ventil Center A/S [100%] Vejle www.dvcas.dk Denmark H.A. Svendsen Econosto Mideast B.V. [100%] Dubai www.econosto-mideast.com Dubai C. Frietman ERIKS sas [100%] Coigniéres www.eriks.fr France J. Mouton ERIKS Holding Deutschland GmbH [100%] Bielefeld www.eriks.de Germany O. Hoppe Fischer GmbH Kunststoff Präzision [100%] Laupheim www.fischer-kunststoff.de Germany G. Sixl Overview 2011 Text Page A4 Page 56 / 65 Year Overview 2012 AMG-Pesch GmbH Armaturentechnik [100%] Köln www.amg-pesch.com Germany A. Giese Siekmann-Econosto GmbH & Co. KG. [100%] Dortmund www.siekmann-econosto.de Germany D. Pokorny ERIKS sdn bhd [100%] Kuala Lumpur www.eriks.com.my Malaysia C.Lim ERIKS B.V. [100%] Alkmaar www.eriks.nl the Netherlands J. Bruggenthijs Econosto Nederland B.V. [100%] Cappelle a/d IJssel www.econosto.nl the Netherlands P. Vos Passerotti Sp z.o.o. [100%] Bielsko-Biala www.passerotti.com.pl Poland J. Wròbel Singapore Overview 2011 Text Page A4 C. Lim ERIKS Singapore Pte. Ltd. [100%] Singapore www.eriks.com.sg 2012 06 14 Econosto Singapore Pte. Ltd. [100%] Singapore www.econosto.com.sg Singapore C. Lim Econosto Ibérica S.A. [100%] Barcelona www.econostoiberica.com Spain J.F. Boatella ERIKS UK Ltd. [100%] Halesowen www.eriks.co.uk United Kingdom M.T.A. Beckers Econosto UK Ltd. [100%] Leicester www.econosto.uk.com United Kingdom C. Gamble Revolvo Ltd. [100%] Dudley www.revolvo.com United Kingdom N. Dent Page 57 / 65 Year Overview 2012 ERIKS Seals & Plastics, Inc. [100%] Fort Worth www.eriksusa.com USA S. Courtney LewisGoetz, Inc. [100%] Pittsburgh www.lewis-goetz.com USA J.T. Crane Newdell / Diamond Gear Company, Inc. [100%] Houston www.newdellco.com USA D. Scott Rawson, Inc. [100%] Houston www.rawsonlp.com USA T. Comstock Industrial Controls Distributors, LLC [100%] Eatontown www.industrialcontrolsonline.com USA J. Eichelberger Overview 2011 Text Page A4 2012 06 14 Page 58 / 65 Year Overview 2012 NPM Capital NPM Capital N.V. [100%] Breitnerstraat 1 1077 BL Amsterdam Telephone 31 20 5705555 Fax 31 20 4706454 e-mail mails@npm-capital.com the Netherlands J.W. Baud B.P. Coopmans S.W.M.M. Maassen L.F.M.M. Mes J.K. Terpstra NPM Capital België N.V. 13 rue de Ligne B- 1000 Brussels Telephone 32 2 2106090 Fax 32 2 2196719 Belgium P. Ghekiere NPM Healthcare Holding B.V. Hilversum the Netherlands D. de Groot van Embden A. den Hartog NPM Capital participates in the following companies: (in alphabetical order by company) the Netherlands Overview 2011 Text Page A4 W. Oorschot ABIRD Holding B.V. [66%] Botlek www.abird.nl 2012en 06Zorg 14 [52%] Arts Utrecht www.artsenzorg.nl the Netherlands A. van den Borg Belgische Distributiedienst N.V. [94%] Nossegem www.beldi.be Belgium G. Schoenmaekers Blauwhoed Holding B.V. [49%] Rotterdam www.blauwhoed.nl the Netherlands P. Smits Continental Bakeries Holding B.V. [100%] Dordrecht www.continentalbakeries.com the Netherlands R. van Henten De Boer Structures Holding B.V. [100%] Alkmaar www.deboer.com the Netherlands A.T. de Hair Page 59 / 65 Year Overview 2012 N.V. Deli Maatschappij [41%] Rotterdam www.deli-maatschappij.nl the Netherlands R.H.J. Bosch Dermicis [71%] Haarlem www.dermicis.nl the Netherlands R. Beljaards P. de Koning Dujardin Foods N.V. [23%] Ardooie-Koolskamp www.dujardin-foods.com Belgium R. Jacob HAK B.V. [100%] Giessen www.hak.nl the Netherlands T. Hoogeboom Hans Struijk Fietsen B.V. Amsterdam www.hansstruijkfietsen.nl the Netherlands B.F.R. Hagenouw T. Rutten Helvoet Holding B.V. [58%] Hellevoetsluis www.helvoet.com the Netherlands P.A. Rijkoort the Netherlands Overview 2011 Text Page A4 P.L. Broekhuijsen Hertel Holding B.V. [47%] Rotterdam www.hertel.com 2012 06 14 Kiwa N.V. [56%] Rijswijk www.kiwa.nl the Netherlands P. Hesselink Koninklijke Auping B.V. [21%] Deventer www.auping.nl the Netherlands A. Roos Kramp Groep B.V. [40%] Varsseveld www.kramp.com the Netherlands E.J. Perdok LMS International N.V. [16%] Leuven www.lmsintl.com Belgium U. Vandeurzen Medinova N.V. [97%] Haarlem www.medinova.com the Netherlands F. Arnoldy Page 60 / 65 Year Overview 2012 MediQuest B.V. [24%] Utrecht www.mediquest.nl the Netherlands J.R. Schaefer Medux B.V. [100%] Utrecht www.medux.nl the Netherlands M.A. Jungschlager Nile Dutch Holding B.V. [35%] Rotterdam www.niledutch.com the Netherlands W.J. van Aalst Oogziekenhuis Zonnestraal [58%] Hilversum www.oogziekenhuiszonnestraal.nl the Netherlands C. van Angelen Optelec Holding B.V. [49%] Barendrecht www.optelec.com the Netherlands M.J. van Schaik Prins Autogassystemen Holding B.V. [83%] Eindhoven www.prins.eu the Netherlands B. van Aerle the Netherlands Overview 2011 Text Page A4 B. Bakker Royaan B.V. [95%] Wijk bij Duurstede www.royaan.nl 2012 06 14 Samenwerkende Tandartsen Nederland [67%] Kaatsheuvel www.samenwerkendetandartsen.nl the Netherlands C. Borgers A. Melis Smartwares B.V. [25%] Amsterdam www.smartwares.nl the Netherlands V.P.H. Braams Stern Groep N.V. [29%] Amsterdam www.stern.nl the Netherlands H.H. van der Kwast Synbra Holding B.V. [13%] Etten-Leur www.synbra.com the Netherlands R. Dobbelaere Vanderlande Industries B.V. [87%] Veghel www.vanderlande.com the Netherlands M. Peters Page 61 / 65 Year Overview 2012 VSI B.V. (Vurense Snack Industrie) [60%] Leerdam www.vsi.nl the Netherlands G. Janssens Workfox B.V. [35%] Hoofddorp www.workfox.nl the Netherlands K. Cordia Overview 2011 Text Page A4 2012 06 14 Page 62 / 65 Year Overview 2012 Corporate SHV Interholding A.G. [100%] Aspermontstrasse 24 7000 Chur Telephone 41 81 3549070 Fax 41 81 3549061 e-mail matilda.baselgia@shv-orkam.ch Switzerland M.A. Baselgia Overview 2011 Text Page A4 2012 06 14 Page 63 / 65 Year Overview 2012 Overview 2011 Text Page A4 2012 06 14 SHV Holdings N.V. Rijnkade 1 3511 LC Utrecht The Netherlands T +31 30 2338833 F +31 30 2338304 www.shv.nl info@shv.nl www.shv.nl