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Page 1: ANNUAL REPORT 2011/12¤ftsbericht_2011-12_EN_web.pdf · 30-9-2012* 30-9-2011* 30-9-2010* 30-9-2009* 30-9-2008. schumag ag contents letter to the shareholders 2 report of the supervisory

ANNUAL REPORT2011/12

p r e c i s e b y t r a d i t i o n

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SCHUMAG OVERVIEW

Orders received EUR Mill. 54 62 53 18 126Percentage of foreign orders % 62 59 67 54 68

Sales EUR Mill. 57 59 45 34 131Percentage of foreign orders % 62 61 65 60 73

Total operating performance EUR Mill. 60 64 46 35 135

Income from operations EUR Mill. 2 2 -6 -17 8before depreciation (EBITDA)

Income from operations (EBIT) EUR Mill. 0 -1 -15 -21 4

Income before taxes (EBT) EUR Mill. -2 -2 -16 -30 3

Property, plant and equipment EUR Mill. 20 21 21 27 37

Shareholders' equity EUR Mill. 8 13 14 28 44

Investments in property,plant and equipment EUR Mill. 1 2 2 2 2

Depreciation of property,plant and equipment EUR Mill. 2 2 8 4 4

Cash-flow from current EUR Mill. 1 -2 -11 -17 15operating activities

Personnel expenses EUR Mill. 28 26 24 28 53

Number of employees 667 644 585 668 1,151

*Continuing Operations

Due to the disposal of essential parts of the mechanical engineering division the figures as per 30-09-2009 are shown for continuing operations. These figures are comparable with the previous years´s figures only to a limited degree.As per 30-09-2009 the complete shareholders´ equity was allocated to the continuing operations.

p r e c i s e b y t r a d i t i o n

30-9

-201

2*

30-9

-201

1*

30-9

-201

0*

30-9

-200

9*

30-9

-200

8

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SCHUMAG AG

CONTENTS

LETTER TO THE SHAREHOLDERS 2

REPORT OF THE SUPERVISORY BOARD 4

CORPORATE GOVERNANCE REPORT 10

DECLARATION OF COMPLIANCE 13

GROUP MANAGEMENT REPORT 16

Economic Environment 16

Course of Business 17

Overall Statement on the Business Situation 18

Earnings Position 19

Financial Position 20

Assets Situation 22

Research and Development 25

Compensation Report 26

Steering System 30

Risk Report 30

Subsequent Events 35

Opportunities and Outlook 36

CONTENTS CONSOLIDATED FINANCIAL STATEMENTS 39

Consolidated Balance Sheet 40

Consolidated Income Statement 41

Consolidated Statement of Comprehensive Income 42

Consolidated Statement of Changes in Equity 42

Consolidated Cash-Flow Statement 43

Notes to Consolidated Financial Statements 44

RESPONSIBILITY STATEMENT 107

INDEPENDENT AUDITORS' REPORT 108

This Annual Report 2011/12 is a translation of the original Schumag Geschäftsbericht 2011/12prepared in the German language. Please note, thatonly the German original version is definitive andrecognized as authentic. The English translation is provided for convinience only. The Company disclaims responsibility for any misunderstandingor misinterpretation due to this translation. In caseof any inconsistency or divergence in the Englishtranslation, the German original version shall prevail.

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2 Letter to the Shareholders

LETTER TO THE SHAREHOLDERS

Dear Shareholders,

Fiscal year 2011/12 has once again been a very difficult year for our company. The recovery of theglobal economy levelled off in particular during the second half of 2011. The upswing stagnatednoticeably in the middle of 2012. We have fallenfar short of our own objectives to realize profitablegrowth. The initiated measures, in particular thecapacity adjustment, were not implemented withinthe expected time.

The decrease of the total operating performancecompared to 2010/11 by EUR 1.8 million to EUR57.4 million is due to missing sales in the divisionof plant engineering. In our core division of preci-sion engineering sales were increased by 3%.Incoming orders in this area clearly decreased by8% compared to the previous year. The decreasingorder inflow was the first sign of the market slumpin the automotive industry in fiscal year 2012/13.

The negative group result before tax amounting toEUR -2.4 million deteriorated by EUR 0.2 millioncompared to the previous year. This change is basi-cally due to the negative contribution to operatingincome by the plant engineering division as well asthe delayed adjustment of capacities in the corearea.

The company continues to be in a crisis situationand needs restructuring measures. We will reachour target of achieving profitable growth in thefuture if we continue with the approach initiated inthe last few months.We have defined a programmeof measures for this purpose which is currentlybeing implemented.

1. Focus on core competenciesIn fiscal year 2011/12 the joint venture of "Schumag Green Energy GmbH & Co. KG" waswound up. All activities in this area were stopped.The expenses of the subsidiary "Schumag BR Energy GmbH" were reduced to a minimum.

In future we would like to concentrate on our corebusiness again and extend our know-how in thisarea and consequently also the existing marketpotentials.

2. ReorganisationWe have to tighten our portfolio, to change ordiscontinue loss fields and less profitable articles sothat these no longer have a permanent effect on ourresult. The required analyses are available to thecompany. First eliminations of articles were effectedwith acceptance of our customers. Furthermore wehave to reduce internal costs and optimize buying.Overheads were reduced to a minimum during thecurrent fiscal year 2012/13. Considerable savingswere realized. Our project management must in-crease productivity and flexibility in order to meetthe consistently high requirements of our customers.

In the area of sales we intend to position ourselvesin a way that we are closer to our customers andwill thereby be able to profit more quickly fromchanges in the market. In addition, we are makingefforts to reduce our high dependency on the auto-motive industry and to drive forward the transitionfrom a component manufacturer to a system/sub-system supplier. However, to exploit the existingbusiness opportunities we are still missing thenecessary funds.

3. LiquidityDue to the still company-specified situation wehave so far not been able to proceed to an orderedfinancing of operating assets. In October 2011agreements were signed which facilitate a furtherextension of the factoring business. In addition,an overdraft facility amounting to EUR 1.0 million was granted to us in April 2012 which was fullyreturned by August 2013. Furthermore a loanamounting to EUR 1.0 million was granted to usin fiscal year 2012/13. In view of the current share-holder structure and the associated risk situationcredit grantors request additional charges andsecurities to a not insubstantial extent.

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SCHUMAG AG 3

General Meeting The general meeting of Schumag AG as well asindividual dates for legal reporting commitmentshad to be postponed. Due to the delays in the preparation of the annual financial statements for fiscal year 2010/11 and the resulting delayedappointment of the auditing company KPMG theaudit did not start until August 2013. This led toconsiderable delays in the completion of the closing procedures and consequently to the post-ponement of the general meeting of Schumag AGto January 2014. I kindly request you to accept our apologies and hope you will understand. Thegeneral meeting for fiscal year 2012/13 will beheld within the specified time frame again.

The notice of loss pursuant to § 92 (1) of the Stock Corporation Act which is to be addressed to the general meeting was postponed for cost and practicality reasons to the ordinary generalmeeting for fiscal year 2011/12 now taking placeanyway.

Dear shareholders, I kindly request you to continueto place your faith and confidence in our company.In spite of all restrictions we are on a good way toachieve a suistanable stability.

At this point my special thanks go to our employeesas well as to their representatives in the relevantcommittees who continue to stand by their companyin difficult times.

Aachen, November 2013

The Board of Executive Directors

Dr. Johannes Ohlinger

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4 Report of the Supervisory Board

Report of the Supervisory Board

Dear Shareholders,

In fiscal year 2011/2012 the global economyslackened off considerably. We look back on adifficult fiscal year again. Especially the tenseliquidity situation complicated target-orientedentrepreneurial activity.

The measures for capacity adjustment and costreduction taken by the Board of Executive Directors have so far not been fully effective.The expected improvement of the overall situ-ation has not materialized. The attempt to openup new markets in the area of regenerative energies failed. As a consequence, business inthis sector was discontinued.

In the year under review changes in the composi-tion of the shareholder representatives on theSupervisory Board were once again recorded; thecontinuous monitoring of the management by theBoard of Executive Directors was fully ensured.

Overview of the activities of the Supervisory Board In fiscal year 2011/2012 the Supervisory Board exercised the duties for which it is responsibleaccording to the law, the articles of association andthe rules of internal procedure. We regularly advisedthe Board of Executive Directors with regard to themanagement of the company and supervised itsactivities. The standards for our supervision were inparticular the lawfulness, correctness, purposeful-ness and efficiency of the management by theBoard of Executive Directors as well as the efficiencyof risk management. The Supervisory Board wasdirectly involved in decisions of essential significancefor the company. The Board of Executive Directorsinformed us on a regular basis, both in writing andverbally, in a timely and comprehensive mannerabout the liquidity development and the financialsituation, the corporate planning (namely invest-ment, personnel and financial planning), strategicdevelopment as well as the current situation of the company and the Group, the risk situation andrisk management. Based on the reports we have

intensively looked into the situation and develop-ment of the company and the Group as well as thebusiness transactions in fiscal year 2011/2012.

Where the course of business deviated from theplans these deviations were explained to us indetail. The strategic alignment of the company wascoordinated with us by the Board of Executive Directors. Transactions of essential significance tothe company were discussed by us in detail on thebasis of the reports submitted to us by the Board of Executive Directors. We reviewed the reports presented to us for plausibility and discussed them with the Board where necessary. In addition, werequested supplementary information from theBoard of Executive Directors.

After thorough examination, the Supervisory Boarddecided on the resolutions proposed by the Board ofExecutive Directors.

Meetings A total of nine meetings of the Supervisory Boardtook place in fiscal year 2011/2012. The dates areindicated below:❚ October 10, 2011❚ October 24, 2011❚ November 9, 2011❚ December 19, 2011❚ January 3, 2012❚ February 2, 2012❚ April 19, 2012❚ May 31, 2012❚ August 23, 2012

If necessary, the Supervisory Board also passedresolutions by written consent in lieu of a meeting.

Apart from the meetings of the Supervisory Board,the Chairman of the Supervisory Board and hisdeputy also had regular contact with the Board of Executive Directors and informed themselvesabout the current business development andessential transactions as well as the strategic business alignment.

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SCHUMAG AG 5

Focal topics of the Supervisory Board meetings in fiscal year 2011/2012The activities of the Supervisory Board in the reporting year 2011/2012 included, apart from thecurrent monitoring of the business developmentand planning, also particular measures whichrequired the consent of the Supervisory Board as well as the measures for the stabilization andimprovement of the financing of the company and the Group.

At the first meeting of the fiscal year on October10, 2011 the focus was on economic key data andthe liquidity situation of the company. This was followed by a report of the Board of ExecutiveDirectors about the subsidiaries Schumag RomaniaS.R.L. and Schumag BR Energy GmbH. Finally a pres-entation on the joint venture company SchumagGreen Energy GmbH & Co. KG was provided by theBoard of Executive Directors. Since the joint venturedid not develop as planned the Supervisory Boarddid not agree to the raising of new credit facilitiesfor this.

The focus at the meeting on October 24, 2011 wason the status of preparation of the annual financialstatements for fiscal year 2009/2010.The SupervisoryBoard mainly discussed the conclusions from theaudits by BDO AG Wirtschaftsprüfungsgesellschaftand the agenda for the general meeting. No resolution or adoption was passed in this respect.Furthermore an election of the new members ofthe audit committee took place.

The annual financial statements and consolidatedstatements for fiscal year 2009/2010, the report ofthe Supervisory Board for fiscal year 2009/2010 aswell as the agenda for the general meeting 2011were the main topics dealt with at the meeting onNovember 9, 2011. As recommended by the auditcommittee, the annual financial statements andconsolidated financial statements for fiscal year2009/2010 prepared by the Board of ExecutiveDirectors were approved by the Supervisory Board.Furthermore, the Board of Executive Directors presented the key economic data as well as thecorporate planning for fiscal year 2011/2012.

At the meeting on December 19, an animateddiscussion took place about the threatening termi-nation of the collective-bargaining agreement tosafeguard production sites. In this connection theBoard of Executive Directors was requested to elucidate the effects of this circumstance on thefinancial planning and the continuation prognosisof the company. This was followed by a criticaldiscussion on the economic situation of SchumagBR Energy GmbH. The Board of Executive Directorswas requested to provide detailed informationuntil the next meeting about the current status ofoffers and orders of this company so that on thebasis of this report a decision can be taken aboutthe continuation or termination of the businessactivities in question. Finally, the revised version of the German Corporate Governance Code as well as the travel expenses of the chairman of theSupervisory Board, Mr. Koschel, were discussed.

At the meeting on January 3, 2012 the SupervisoryBoard was constituted after the election of thenew shareholder representatives to the SupervisoryBoard had taken place at the general meeting onDecember 21, 2011. Dr. Johannes Ohlinger waselected as chairman of the Supervisory Board andMr. Ralf Marbaise as his deputy.

Essential topics at the meeting on February 2, 2012were the key economic data and the liquidity situ-ation of the company as well as the programme for efficiency increase worked out by the Board of Executive Directors.After this, the Board of ExecutiveDirectors provided information on the planned dissolution of the joint venture Schumag GreenEnergy GmbH & Co. KG and about the remainingdetails to be negotiated with the joint venturepartner. In addition, a presentation was providedon the situation of Schumag BR Energy GmbH.In this respect, the planning as well as potentialorders were introduced. A decision on the furtherline of action was to be made at the next meetingat the latest.

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6 Report of the Supervisory Board

The main topics at the meeting on April 19, 2012were Schumag BR Energy GmbH, Schumag GreenEnergy GmbH & Co. KG as well as the key econ-omic data and the liquidity status of the company.The Supervisory Board furthermore agreed to theraising of an overdraft facility amounting to EUR1.0 million.

At the meeting on May 31, 2012 the Board of Executive Directors mainly provided information onthe draft of the deed of partition for the dissolutionof the joint venture Schumag Green Energy GmbH& Co. KG. After this, the Board of Executive Direc-tors presented the measures implemented in theoperative area of the company. Furthermore, theSupervisory Board decided an addition to the rulesof internal procedure of the Board of ExecutiveDirectors to the effect that the award of consultingservices will be subject to the approval of theSupervisory Board.

The topics of the meeting on August 23, 2012 focused on personnel matters, in particular thecancellation agreement with the previous Boardmember, Mr. Steffen Walpert, and the appointmentof the then chairman of the Supervisory Board,Dr. Johannes Ohlinger, as member of the Board ofExecutive Directors for the period from September 1,2012, and furthermore the consent of the Super-visory Board to the granting of a special compen-sation to Dr. Ohlinger for services rendered by himoutside his activities on the Supervisory Board.A meeting of the personnel committee had takenplace before this Supervisory Board meeting.

CommitteesFor an efficient exercise of its duties the Super-visory Board formed a personnel committee and aswell as an audit committee.

In the period under review the personnel commit-tee consisted of the following persons as fromFebruary 2, 2012: Dr. Johannes Ohlinger (untilAugust 31, 2012), Mr. Ekkehard Brzoska and Mr.Ralf Marbaise. At a meeting held by it the person-

nel committee dealt with the cancellation agree-ment for the previous Board member, Mr. SteffenWalpert, and with the arrangements concerning his successor. The personnel committee currentlyconsists of the members Mr. Ralf Marbaise, Mr.Ekkehard Brzoska and Mr. Jürgen Milion.

The audit committee consisted of the followingmembers during the period from October 24, 2011to February 2, 2012: Mr. Frank Jokisch, Mr. PeterKoschel and Mr. Jürgen Milion. From February 2,2012 the committee was composed of the follow-ing members: Mr. Frank Jokisch (until August 23,2012), Mr. Hans-Georg Kierdorf and Mr. JürgenMilion. During the period under review the auditcommittee held two meetings before the balancesheet meeting during which it checked the docu-ments for the annual financial statements for fiscalyear 2009/2010 and recommended the approval ofthese financial statements. The audit committeecurrently consists of the members Mr. EkkehardBrzoska, Mr. Jürgen Milion and Mr. Hans-GeorgKierdorf.

Corporate Governance and Declaration ofCompliance In fiscal year 2011/2012 the Supervisory Boardonce again regularly dealt with the subject of Cor-porate Governance of the company. The currentDeclaration of Compliance of April 2013 wasapproved by the Supervisory Board and releasedfor inspection by the Board of Executive Directorsin accordance with the 2nd sentence of § 161 ofthe German Stock Corporation Act. The Declarationof Compliance has been published on the websiteof the company. Schumag Aktiengesellschaft largelycomplies with the recommendations of the GermanCorporate Governance Code in the version of May15, 2012.The report on Corporate Governance forfiscal year 2011/2012 to which reference is madehere was discussed at the meeting on November 20,2013 and decided by the Supervisory Board.

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SCHUMAG AG 7

Annual and Consolidated Financial Statements The annual financial statements and consolidatedfinancial statements as of September 30, 2012 pre-pared by the Board of Executive Directors, themanagement reports for the stock corporation andthe Group for fiscal year 2011/2012 (each inclu-ding the explanatory report according to § 289 (4)and/or § 315 (4) of the German Commercial Code)as well as the accounting and the risk manage-ment system were audited by the auditor and/orGroup auditor KPMG AG Wirtschaftsprüfungsge-sellschaft, Düsseldorf, who had been elected asauditor at the general meeting on July 4, 2013 andwere each provided with the auditor's unqualifiedaudit certificate. Furthermore the auditor deter-mined that the Board of Executive Directors hadtaken all suitable measures which it was obligatedto take according to § 91 (2) of the German StockCorporation Act. It has in particular established anadequate information and monitoring systemwhich meets the requirements of the company andappears to be useful according to its concept andactual handling to detect in good time develop-ments which threaten the continued existence ofthe company.

The annual and consolidated financial statementsprepared by the Board of Executive Directors (Dr.Johannes Ohlinger appointed as of September 1,2012), the management and Group managementreport were initially presented as a draft and finallyon November 15, 2013 in their final version. Thecorresponding audit reports of the auditor werepresented to all members of the Supervisory Boardon November 25, 2013. At the time of assignment,the focus of the audit was placed in particular onthe examination of proper accounting, the effi-ciency of the internal control system as well as theforecasts contained in the respective reports. Non-binding first reading copies of the auditor's reportson the annual financial statements were availableto the members of the Supervisory Board beforethe balance sheet meeting. At the meeting of theaudit committee on November 19, 2013 the repre-sentatives of the auditor explained in detail the con-tent of the respective audit report on the annual

financial statements and consolidated financialstatements of Schumag Aktiengesellschaft andpresented the essential results of the audit of theannual and consolidated financial statements aswell as the management reports. On this occasionthe Supervisory Board discussed and consideredthe presented documents and reports with therepresentatives of the auditor and with the Boardof Executive Directors. Special subjects of thediscussions with the auditors and the Board ofExecutive Directors were individual questions con-cerning balance sheet values and valuation accord-ing to the going concern approach as well as themain audit points and the internal control system.At the balance sheet meeting of the SupervisoryBoard on November 20, 2013 the results of its ownexamination were presented. Representatives ofthe auditor also attended this meeting and discussedthe reports with the Board of Executive Directorsand the Supervisory Board. On November 25, 2013the signed audit reports which had not been materially changed compared with the preliminarycopies were available along with the audit certifi-cate and were finally discussed with representati-ves of the auditor and the Board of ExecutiveDirectors during a meeting held over the telephonebefore a resolution was passed on the approval ofthe financial statements and on the report of theSupervisory Board.

The reports of the auditor were approved by theSupervisory Board. The final result of the Supervis-ory Board's own examination which had been pre-pared by its audit committee fully corresponds tothe auditor's result. The Supervisory Board doesnot see any reason to raise objections to the pre-sented annual financial statements and reports.

On November 25, 2013 the Supervisory Boardapproved the annual financial statements as wellas the consolidated financial statements of SchumagAktiengesellschaft for fiscal year 2011/2012. Theannual financial statements of Schumag Aktien-gesellschaft have therefore been adopted in accordance with § 172 of the German Stock Corporation Act.

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8 Report of the Supervisory Board

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SCHUMAG AG 9

Election of Supervisory Board and Board ofExecutive Directors in fiscal year 2011/2012 By a decision of the Aachen District Court of October 31, 2011 Mr. Hans-Georg Kierdorf and Mr. Matthias Osinski, as representatives of theshareholders, were appointed as members of theSupervisory Board to replace Mr. Peter Münch whoresigned on May 13, 2011 and Mr,. Alexander vonUngern-Sternberg who resigned on May 31, 2011.

At the rotational election during the general meet-ing on December 21, 2011 Mr. Ekkehard Brzoska,Mr. Frank Jokisch, Mr. Hans-Georg Kierdorf and Dr. Johannes Ohlinger were each voted in as members of the Supervisory Board for the perioduntil the end of the general meeting which is to decide on the formal approval for fiscal year2015/2016. Mr. Peter Koschel as well as Mr.Matthias Osinski ceased to be members at thesame time.

Mr. Frank Jokisch resigned as member of theSupervisory Board as of August 23, 2012 and thechairman of the Supervisory Board, Dr. JohannesOhlinger, resigned as of August 31, 2012.

Mr. Peter Koschel (for the retired Mr. Jokisch) andMr. Martin Kienböck (for the retired Dr. Ohlinger)were subsequently voted in as members of theSupervisory Board by the general meeting on July 4,2013.

The appointment of Mr. Steffen Walpert as memberof the Board of Executive Directors was revoked bythe Supervisory Board effective as of August 31,2012. Dr. Johannes Ohlinger was appointed by theSupervisory Board as a new member of the Boardeffective as of September 1, 2012.

The Supervisory Board would in particular like tothank all employees as well as the employee repre-sentatives for their once again highly committedservice as well as their cooperation in the interestof Schumag Aktiengesellschaft.

Aachen, November 25, 2013The Supervisory Board

Ralf MarbaiseChairman of the Supervisory Board

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10 Corporate Governance Report

CORPORATE GOVERNANCE REPORT

Corporate Governance at Schumag The Board of Executive Directors and the Supervis-ory Board of Schumag declare their support forgood Corporate Governance inside and outside theGroup. The general legal conditions of CorporateGovernance are laid down in the German stockcorporation law. In addition to this, the first German Corporate Governance Code formulatedby the government commission in February 2002has been amended by standard principles for allGerman companies quoted on the stock exchange.The German Corporate Governance Code is revisedby the government commission at regular intervalsand also adjusted to international developments.The joint Declaration of Compliance publishedaccording to § 161 of the German Stock Corpor-ation Act once again documents that we complywith the recommendations of the German Corpor-ate Governance Code in the version of May 15,2012 with just a few exceptions. Where deviationshave occurred, reasons and/or explanations areprovided for these. The last and still valid Declar-ation of Compliance of April 2013 is provided as anannex to this report. The declaration is publishedon the homepage of the company in the section ofInvestor Relations / Corporate Governance where,in accordance with item 3.10 of the Code, the out-of-date Declarations of Compliance of the last fiveyears are also available.

General Meeting After an invitation had been sent in due form and within the specified time the general meetingfor fiscal year 2010/11 took place at our offices inAachen on July 4, 2013. In accordance with theGerman Corporate Governance Code the reportsand documents required by law were not onlydisplayed for inspection and sent to the shareholdersat their request but were also published on thehomepage of Schumag AG along with the agenda.

The resolutions on the items of the agenda of thegeneral meeting and/or the respective votingresults were published on our homepage withinseven days of the meeting according to § 130 (6)of the German Stock Corporation Act.

Management and Control StructureAccording to the German Stock Corporation ActSchumag AG has a dual management and controlstructure with the organs of a Board of ExecutiveDirectors and a Supervisory Board.

In fiscal year 2011/2012 the Board of ExecutiveDirectors consisted of the members indicatedbelow who managed the company in compliancewith the articles of association. With regard to themedium-sized structure of Schumag – in particularafter the sale of the mechanical engineering divi-sion and the personnel adjustment in precisionengineering – the Board of Executive Directorsconsisted of only one person in fiscal year2011/2012.

The Supervisory Board supervises the managementof the Board of Executive Directors. It consists ofsix members.According to the One-Third Participa-tion Act two thirds of the members are shareholdersand one third are employees. The election of theshareholders represented on the Supervisory Boardtakes place at the general meeting. The representa-tives of the employees are elected according to theprovisions of the One-Third Participation Act.

The cooperation of these organs is ruled by thearticles of the company decided by the generalmeeting, the rules of internal procedure of theSupervisory Board and of the Board of ExecutiveDirectors and by the decisions of these organs within the scope of the relevant legal provisions.This also includes determinations about the factsto be reported by the Board of Executive Directorsto the Supervisory Board and the extent of report-ing as well as the transactions of the Board of Executive Directors which require the consent ofthe Supervisory Board.

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SCHUMAG AG 11

Board of Executive Directors In fiscal year 2011/2012 the Board of ExecutiveDirectors of Schumag AG consisted of the follow-ing members:

Name Function Entry Retirement

Steffen Walpert Sole director of the Board June 4, 2010 August 31, 2012

Dr. Johannes Ohlinger Sole director of the Board September 1, 2012 –

Name Remuneration Out-of-pocket Totalexpenses

EUR EUR EUR

Ekkehard Brzoska 5,547.52 0.00 5,547.52

Frank Jokisch (retirement on August 23, 2012) 6,422.40 0.00 6,422.40

Hans-Georg Kierdorf (entry on October 31, 2011) 6,561.58 290.08 6,851.66

Peter Koschel (retirement on December 21, 2011,chairman of the Supervisory Board until December 21, 2011) 3,221.14 26,044.43 29,265.57

Ralf Marbaise (deputy chairman of the Supervisory Board) 10,737.14 584.97 11,322.11

Jürgen Milion 7,158.09 607.10 7,765.19

Dr. Johannes Ohlinger (retirement on August 31, 2012, chairman of the Supervisory Board from January 3 to August 31, 2012) 9,683.31 6,787.84 16,471.15

Matthias Osinski (entry on October 31, 2011,retirement on December 21, 2011) 1,014.06 517.76 1,531.82

Total 50,345.24 34,832.18 85,177.42

The emoluments of the Board of Executive Directorsinclude the fixed remuneration payable on a monthlybasis and variable remuneration components.

The remuneration of the Board of Executive Direc-tors for fiscal year 2011/2012 is shown in the over-view below:

Name Fixed remuneration Variable remuneration Total remuneration

EUR EUR EUR

Steffen Walpert 440,000.00 0.00 440,000.00

Dr. Johannes Ohlinger 45,000.00 120,000.00 165,000.00

Total 485,000.00 120,000.00 605,000.00

Supervisory Board The report of the Supervisory Board included in the Annual Report 2011/2012 describes the focusof activities and the committees formed by this

corporate body. The members of the SupervisoryBoard in fiscal year 2011/2012 as well as theirindividual remuneration determined by the articlesare shown in the following table:

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12 Corporate Governance Report

For personally rendered services provided outsidehis activities on the Supervisory Board an emolu-ment amounting to EUR 150,000.00 was grantedto the chairman of the Supervisory Board,Dr. Ohlinger (from January 3, 2012 to August 31,2012) for the period from March 2012 to August2012. This kind of claim has not been paid in previous year.

Transparency Information to the shareholders of Schumag AGand to the public is not only provided in the formof the statutory publications and via the legallyrequired communication channels. We use in particular the homepage of the company(www.schumag.de) where a wide range of infor-mation about Schumag AG is published. On thissite all ad-hoc messages and the publication ofnotices about voting right shares received by us as well as reportable securities transactions, therespective financial reports of the company as wellas a finance calendar with all essential dates arealso available in the section of Investor Relation.

The Annual Report 2011/2012 is also made avail-able in English on our homepage.

Details on the holding of shares of thecompany by members of the Board of Execu-tive Directors and the Supervisory BoardA member of the Supervisory Board holding officein fiscal year 2011/2012 had indirect shareholdingsof 3,168,136 individual share certificates corre-sponding to 79.2% of the shares issued by Schumag AG. On the other hand, members of theBoard of Executive Directors and of the SupervisoryBoard did not directly or indirectly hold more than1% of the shares issued by Schumag AG as of thereporting date of September 30, 2012.

Risk management, Accounting, AuditingAt Schumag AG a risk management system for theearly detection of essential risks is in place. It isdescribed in more detail in the Group ManagementReport.

In fiscal year 2011/2012 the accounting for theSchumag companies included in the consolidatedfinancial statements was for the seventh time prepared according to the International FinancialReporting Standards (IFRS). The annual financialstatements of Schumag AG for fiscal year 2011/2012were prepared and continue to be preparedaccording to the provisions of the German Commercial Code (HGB) in the version of theGerman Accounting Law Modernization Act (BilMoG) which entered into force on May 29,2009.

For fiscal year 2011/2012 the Supervisory Boardinstructed the auditors KPMG AG Wirtschafts-prüfungsgesellschaft, Düsseldorf, who had been chosen by the general meeting on July 4, 2013.The declaration of independence of the auditorswas available to the Supervisory Board.

Aachen, November 2013

Schumag Aktiengesellschaft

For the Supervisory Board

Ralf Marbaise(Chairman)

The Board of Executive Directors

Dr. Johannes Ohlinger

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SCHUMAG AG 13

DECLARATION OF COMPLIANCE WITH THE GERMAN CORPORATE GOVERNANCE CODE

The Board of Executive Directors and the SupervisoryBoard of a German joint-stock company which islisted on the stock exchange are required accordingto §161 of the Stock Corporation Act to declare oncea year whether or not the company has compliedand continues to comply with the German CorporateGovernance Code or which recommendations of theCode were or are not followed and why not.

We declare according to §161 of the German StockCorporation Act that since the last Declaration ofCompliance of March 2013 Schumag Aktiengesell-schaft has largely complied with the recommenda-tions of the German Corporate Governance Code("Code") in the version of May 15, 2012 and that itwill continue to do so with the following exceptions.

According to item 2.3.3 of the Code the companyshall facilitate the personal exercising of share-holders' voting rights and shall support the share-

holders in particular with postal voting. This is notpracticed at Schumag because the articles of asso-ciation do not provide for this voting procedure.

According to item 3.8 (2) of the Code a deductible ofat least 10% of the damage up to at least 11/2 timesthe amount of the fixed annual remuneration of theboard member should be agreed when taking out aD&O liability insurance for the Board of ExecutiveDirectors.According to item 3.8 (3) a correspondingdeductible should be agreed in a D&O liability insur-ance for the Supervisory Board.A deductible for theSupervisory Board, as it is usual practice with themajority of German companies, has so far not beenagreed at Schumag and will not be agreed in futurebecause the company holds the view that the agree-ment of such a deductible would have no behaviour-controlling effect on the members of the SupervisoryBoard nor would it be suitable for motivation purposes.

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14 Declaration of Compliance

According to the 1st sentence of item 4.2.1 of theCode the Board of Executive Directors should consistof several persons and have one chairman or spokes-man. With regard to the fact that Schumag has theorganizational structure of a medium-sized com-pany the Executive Board consists of one person.In view of the difficult economic situation of thecompany this is also indicated for cost reasons alone.

According to item 4.2.3 (6) of the Code the chair-man of the Supervisory Board is to inform thegeneral meeting about the basic elements of theemolument system and its changes. This has notbeen done and will not be done in future becausethe basic elements of the emolument system havealready been described in detail in the report onemoluments included in the management report.

According to item 5.3.3 of the Code the SupervisoryBoard is supposed to form a nomination committeewhich consists exclusively of representatives of theshareholders and proposes suitable candidates tothe Supervisory Board for its election recommenda-tions to the general meeting. This has not beendone in the past and is not considered to be donein future because the resolutions of the SupervisoryBoard on proposals for the election of SupervisoryBoard members by the general meeting only re-quires the majority of the votes of the four share-holders represented in the Supervisory Boardanyway as stipulated in the 4th sentence of §124 (3)of the German Stock Corporation Act.

According to item 5.4.1 (2) the Supervisory Boardshall indicate concrete goals for its compositionwhich, among other things, are to take diversityinto consideration; according to the 2nd sentenceof item 5.4.1 (3) the goals and the status of theirimplementation are to be published in the reporton Corporate Governance. The Supervisory Boardof the company intends to deal with this subject indetail at the next meetings and to implement itaccordingly; a declaration to this effect can there-fore not be issued before this. An age limit formembers of the Supervisory Board in terms of item5.4.1 (2) of the Code will also not be determined infuture. The Supervisory Board's election recommen-dations of members of the Supervisory Board to be

elected by the general meeting are always and willcontinue to be geared to the personal aptitude andefficiency of the suggested person in the individualcase.

According to item 5.4.1 (4) to (6) of the Code theSupervisory Board shall, in its election recommen-dation to the general meeting (for the election ofshareholders to the Supervisory Board), disclosethe personal and business relations of each candi-date with the enterprise, the executive bodies ofthe company and with a shareholder holding amaterial interest in the company (i.e. directly orindirectly holding more than 10% of the votingshares), and this recommendation to discloseshould be limited to those circumstance which, inthe appraisal of the Supervisory Board, a share-holder judging objectively would consider relevantto his election decision. This recommendation isnot complied with because in the opinion of theBoard of Executive Directors and the SupervisoryBoard the contents and extent of the requirementslaid down in the Code have not been sufficientlydetermined in this respect. In order to ensure thedesired legal security of the election of SupervisoryBoard members the company exclusively followsstatutory disclosure requirements with regard to itsrecommendations to the general meeting of candi-dates to be elected to the Supervisory Board. Inaddition, it discloses relations with related partiesin the annual report in accordance with statutoryrequirements.

According to the 3rd sentence of item 5.4.3 thenames of the candidates proposed to take thechair of the Supervisory Board are to be disclosedto the shareholders. The names of the candidatesproposed to take the chair of the Supervisory Board are not and will also in future not be disclosedbecause the Supervisory Board does not consider itpracticable to vote at the general meeting for oragainst a candidate with regard to a potential officeas chairman in the elections to the SupervisoryBoard.

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SCHUMAG AG 15

According to the 3rd sentence of item 5.4.6 (1) ofthe Code and the 1st sentence of (2) the emolu-ments of the Supervisory Board shall take thechairmanship as well as the membership in com-mittees into consideration and shall furthermore,apart from a fixed remuneration, also include aperformance-oriented remuneration. The articles of association of Schumag only provide for fixedremuneration components without taking thechairmanship and/or the membership in commit-tees into consideration. This ruling is to be maintai-ned for the time being with regard to the organiz-ational structure of the company.

According to the 1st sentence of item 5.5.3 of theCode the Supervisory Board should provide infor-mation in its report to the general meeting aboutconflicts of interest which have occurred and howthey were treated. As before, Schumag does notfollow this recommendation and will not do so infuture and will, as a rule, give priority to the principleof confidentiality of the deliberations of the Super-

visory Board (see also the 2nd sentence of §116 ofthe German Stock Corporation Act and item 3.5 ofthe Code).

According to the 4th sentence of item 7.1.2 of theCode the consolidated financial statements shouldbe available to the public within 90 days of theend of the fiscal year and the interim reports with-in 45 days of the end of the reporting period.This recommendation has not been and will not be followed for organizational reasons but thecompany continues to aim at a timely publication.

Aachen, April 2013

Schumag Aktiengesellschaft

The Supervisory Board

The Board of Executive Directors

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16

During 2011 the recovery of the global economyclearly levelled off – in particular during thesecond half of the year. After initial signs of a fastrise early in 2012 the upswing of the global economynoticeably stagnated in the middle of 2012. Thereduced speed of growth was entirely marked bythe crisis of government debt in the Eurozone aswell as the accompanying uncertainties concerningthe condition of the finance sector. The globalgross domestic product increased in the secondquarter of 2012 by a current annual rate of only2.4%. This is the smallest growth since the over-coming of the global recession in 2009. Neverthe-less, a rise of the worldwide gross domestic product by 3.8% was recorded for the full year.

Economic activity in Germany in the period underreview was marked by the European crisis ofgovernment debt. After initial signs of an upwardtrend in the first few months of the fiscal year adownward trend of incoming orders and of pro-duction in industry developed. The gross domesticproduct increased by 0.9% in particular due to the

foreign demand. In Germany, the rate of inflationcontinues to be high at 1.9%, the main price drivers being the food markets.

The relevant markets for Schumag are the commer-cial vehicles market as well as medical technology.

In 2012 the German commercial vehicle manufac-turers recorded a 5% decline in production overthe previous year. Apart from the heavily decliningdemand in Southern Europe the negative growth inSouth America as well as in China had the largesteffects. Even a growth rate of 11% in the USA wasunable to stop the downward trend in global pro-duction. The pressure on the automotive industryremained unchanged at a high level. There is acontinuing trend to build up a supplier base in theEuropean and non-European area.

The German medical technology industry grew bya total of 4.2% in 2012 which was exclusively dueto the rise in foreign sales. The growth rate in inter-national business amounted to 6.7%.

❚ ECONOMIC ENVIRONMENT

Group management report

GROUP MANAGEMENT REPORT

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SCHUMAG AG 17

Precision engineeringPrecision engineering represents the core area of the company. During more than 180 years ofcompany history Schumag has developed into anenterprise whose know-how is trend-setting inmany technologies.

Sales were once again increased during the report-ing period by 3% with a relatively stable businessdevelopment. Sales revenue from business withsteady customers settled at a level which roughlycorresponds to that of the pre-crisis years. In addi-tion, we added a minor amount of new products toour production range. The permanent introductionof new products as well as the resulting salesincreases can often be measured only after 12 to24 months. The decrease in the total order quantityby 8% points to the aforementioned recessionwhich is beginning in the relevant market.

In spite of the 3% increase in sales over the pre-vious year the total number of employees in the

precision engineering division was reduced by 4%from October 2011 to September 2012.The numberof employees with permanent contracts increased by4% during the year whereas the number externalstaff (temporary agency workers) was clearly re-duced by 54%.

In December 2011 the employee representativesgave extraordinary notice of termination of thespecial wage agreement concluded by the partiesto the wage agreement in July 2011 to secure thelocation which introduced a 37.5-hour weekwithout wage adjustment and was agreed for theperiod from August 1, 2011 to July 31, 2013. InMarch 2012 the parties to the wage agreementconcluded a new collective bargaining agreementwith retroactive effect from January 2012 whichreinstated the conditions of the previous agree-ment.

❚ COURSE OF BUSINESS

Key figures 30-9-2012 30-9-2011 Change

EUR Mill. % EUR Mill. % EUR Mill. %

Orders received

Precision engineering 53.8 100 58.7 95 -4.9 -8

Plant engineering 0.1 0 3.0 5 -2.9 -97

53.9 100 61.7 100 -7.8 -13

Sales

Precision engineering 57.3 100 55.4 94 1.9 3

Plant engineering 0.1 0 3.8 6 -3.7 -97

57.4 100 59.2 100 -1.8 -3

Orders on hand

Precision engineering 29.2 100 32.7 100 -3.5 -11

Plant engineering 0.0 0 0.0 0 0.0 –

29.2 100 32.7 100 -3.5 -11

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18 Group management report

In fiscal year 2011/12 the pre-financing requiredfor the extension of our production once againfaced our company with a great challenge. In October 2011 agreements were signed for a fur-ther extension of the factoring business. In addition,in April 2012 and/or in June 2012 overdraft facilitiesamounting to EUR 1.0 million and/or EUR 0.5 millionwere granted to Schumag AG and/or SchumagRomania S.R.L., respectively.

Plant engineeringOur expectations connected with the segments ofconventional and regenerative energies in the fieldof plant engineering were not fulfilled.

Our anticipation of a lengthy development of ourentry in the Eastern European markets has con-firmed itself. Although our subsidiary Schumag BREnergy GmbH successfully established numerousbusiness contacts and placed project offers no significant transactions have come about so far.

Since the market entry into the photovoltaics business planned for fiscal year 2011/12 was notrealized due to a recent change in the general conditions for this branch as well as the drasticmarket development the cooperation with MaxWalk & Willy Lehmann Kraftfahrzeuge-Land-maschinen GmbH which had been formed in April2011 was terminated. Schumag AG, as a limitedpartner, has therefore withdrawn from the jointventure "Schumag Green Energy GmbH & Co. KG"with retroactive effect as of March 31, 2012.In the area of regenerative energies no further activities will be pursued.

❚ OVERALL STATEMENT ON THE BUSINESS SITUATION

Key figures 2011/12 2010/11 Change

% % %

Profitability of sales -4.8 -1.6 -3.2

Profitability of shareholders' equity -33.4 -7.2 -26.2

ROI -0.6 -1.1 0.5

ROCE -0.8 -1.5 0.7

Working Capital (EUR Mill.) 11.3 13.1 1.8

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SCHUMAG AG 19

The expected improvement of the results situationof Schumag for the expired financial year did notcome about. Compared to the previous year, theincome before taxes of fiscal year 2011/12 deterio-rated by EUR 0.2 million to EUR -2.4 million. It is to be taken into account, however, that the resultcontinues to be burdened by special effects in atotal amount of EUR -3.8 million (previous year EUR-4.2 million), thereof EUR -1.9 million associatedwith the costs for alternative segments (conventionaland renewable energies). Due to the continuednegative earnings position the capital ratio de-creases to 18%. This is in particular due to the failed investment in the alternative segmentswhich has led to a depletion at Schumag of morethan EUR 10 million up to now.

The development in 2011/12 is largely due to thefact that existing capacities were not adjusted in due time to the reduced total operating perform-ance.Although we were able to reduce overheads byan efficient cost management the overapacitieswere not compensated for.

The development of the assets situation was inparticular characterized by the reduction of tradereceivables in connection with the extension of thefactoring business as well as on the liabilities sideby a reduction of shareholders' equity and of tradepayables and in particular the increase in pensionsaccruals resulting from a change in actuarialassumptions. Financial balance existed at all times.

In summary, it is to be stated that the earningsposition continues to be unsatisfactory. The economic situation is currently still tense, but we are consistently working on an improvement in all areas of the Schumag Group.

❚ EARNINGS POSITION

2011/12 2010/11 Change

EUR Mill. % EUR Mill. % EUR Mill. %

Sales 57.4 95 59.2 92 -1.8 -3

Total operating performance 60.2 100 64.5 100 -4.3 -7

Cost of materials 20.5 34 23.9 37 -3.4 -14

Personnel expenses 27.6 46 25.9 40 +1.7 +7

Depreciation/Amortization 2.7 4 2.8 4 -0.1 -4

Other expenses 9.7 16 12.5 19 -2.8 -22

Financial result -2.1 -3 -1.6 -2 -0.5 -31

Income before taxes -2.4 -4 -2.2 -3 -0.2 -9

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20 Group management report

Material and personnelThe reduction in the cost of materials in relation tothe total operating performance is largely due tothe plant engineering division. In the previous yearsales were realized in this division during the marketentry phase for regenerative energies through a100% purchase of materials at a low contributionmargin. In the reporting year no more significantsales were reached in this area. To increase produc-tivity in the precision engineering division the average number of temporary workers whose costis stated in the cost of materials was reduced from139 to 81 employees. Compared to this, the averagenumber of our regular workforce of 647 employeeshas clearly increased compared to 606 employeesin the previous year. The reason for this was thetransfer of a large number of external workers tothe company's regular workforce which had beenstipulated in the collective wage agreement to securethe production site. This was the main reason whythe share of personnel costs in the total operatingperformance rose by 3 percentage points. At a totaloperating performance reduced by 7% the totalrate of cost of material and personnel expensesincreased from 77% to 80%.

ResultCompared to the previous year, the income beforetaxes slightly decreased by EUR 0.2 million to EUR -2.4 million. This is mainly due to the fact that existing capacities were not adjusted in due timeto the reduced total operating performance.

In our core area of precision engineering the income before taxes decreased by EUR 0.7 millionto EUR -0.4 million. It is to be taken into accounthere that this area is particularly burdened by overheads connected with financing (sale-and-lease-back of machinery, factoring etc.) and by theexpenses resulting from the quotation on the stock exchange.

The result for the segment of plant engineeringamounted to EUR -1.9 million (previous year EUR -2.5 million). The negative result is mainly due to costs associated with the segment of "regenerative energies" (EUR 1.2 million) as wellas the negative contribution to operating incomeby Schumag BR Energy GmbH (EUR 0.7 million).

The result of other segments amounts to EUR 0.0million as in the previous year.

❚ FINANCIAL POSITION

The financial management of the Schumag Groupis centrally organized at Schumag AG and coversall Group companies. All cash-flow-orientedaspects of the business activities are taken intoconsideration in this connection.

The aim is to secure sufficient liquidity and to reduce financial risks arising from changes inexchange rates, interest rates and raw material prices. The financial situation continued to be verytight again in fiscal year 2011/12. The requiredfunds were procured through the extension of factoring as well as the granting of two overdraftfacilities. We were able at all times to meet ourpayment obligations.

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SCHUMAG AG 21

Cash and cash equivalents correspond to the liquidfunds shown in the balance sheet.

Compared to the previous year, the cash-flow fromcurrent operations has further improved by EUR2.6 million and for the first time since 2007/08 it isslightly positive again at EUR 1.0 million. This is inparticular due to the cash effect from the optimiza-tion of working capital (EUR +1.8 million). The casheffect from factoring amounted to EUR 2.0 million.

Net expenses for investments were reduced fromEUR 1.9 million to EUR 1.3 million. They refer inparticular to plants for the precision engineeringdivision (EUR 0.8 million).

Within the scope of our financing activities thegranted overdraft facilities amounting to EUR 1.3

million were utilized. In addition, the working capitalcredit raised in the previous year was partiallyrepaid as scheduled (EUR 0.2 million) and repay-ments associated with the sale-and-lease-backamounting to EUR 0.7 million were made.Furthermore, the loan of EUR 0.2 million granted in the previous year by the joint venture partnerMax Walk & Willy Lehmann Kraftfahrzeuge-Land-maschinen GmbH was repaid in January 2012.Liabilities to banks amounted to EUR 2.1 million as of September 30, 2012.

Cash and cash equivalents of Schumag decreasedby a total of EUR -0.5 million to EUR 0.6 million.

Group Cash-Flow Statement 2011/12 2010/11 Change

(short presentation) EUR Mill. EUR Mill. EUR Mill.

Net loss -2.8 -1.0 -1.8

Depreciation/Amortization 2.7 2.8 -0.1

Change in net current assets 1.0 -2.9 +3.9

Change in other items 0.2 -0.3 +0.5

Outgoing payments for social compensation plan -0.1 -0.2 +0.1

Cash-flow from operating activities 1.0 -1.6 +2.6

Expenses for intangible assets and property. plant and equipment -1.4 -2.0 +0.6

Proceeds from the disposal of property. plant and equipment 0.1 0.1 +0.0

Cash-flow from investing activity -1.3 -1.9 +0.6

Raising of financial liabilities for financing leasing 1.3 5.4 -4.1

Redemption of financial obligations -1.1 -2.4 +1.3

Outgoing payments -0.4 0.0 -0.4

Cash-flow from financing activity -0.2 3.0 -3.2

Changes in cash and cash equivalents affecting liquidity -0.5 -0.5 +0.0

Cash and cash equivalents at the start of the reporting period 1.1 1.6 -0.5

Cash and cash equivalents at the end of the reporting period 0.6 1.1 -0.5

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22 Group management report

❚ ASSETS SITUATION

30-9-2012 30-9-2011 Change

EUR Mill. % EUR Mill. % EUR Mill. %

ASSETS

Long-term assets

Intangible assets and property,plant and equipment 20.1 44 21.4 41 -1.3 -6

Investment property 4.1 9 4.2 8 -0.1 -2

Deferred taxes 0.2 0 0.8 2 -0.6 -75

Other assets 0.7 2 1.3 3 -0.6 -46

25.1 55 27.7 53 -2.6 -9

Short-term assets

Inventories 13.9 31 13.8 27 +0.1 +1

Trade accounts receivable 2.7 6 6.8 13 -4.1 -60

Other assets 3.2 7 2.6 5 +0.6 +23

Liquid funds 0.6 1 1.1 2 -0.5 -45

20.4 45 24.3 47 -3.9 -16

45.5 100 52.0 100 -6.5 -13

SHAREHOLDERS' EQUITY AND LIABILITIES

Shareholders' equity 8.2 18 13.4 26 -5.2 0

Long-term liabilities

Pension provisions 20.9 46 17.7 34 +3.2 +18

Deferred taxes 0.4 1 1.7 3 -1.3 -76

Trade accounts payable 0.2 0 0.0 0 +0.2 –

Other provisions and liabilities 2.9 6 5.3 10 -2.4 -45

24.4 54 24.7 47 -0.3 -1

Short-term liabilities

Provisions and accrued liabilities 1.7 4 1.3 3 +0.4 +31

Trade accounts payable 3.9 9 5.6 11 -1.7 -30

Other liabilities 7.3 16 7.0 13 +0.3 +4

12.9 28 13.9 27 -1.0 -7

45.5 100 52.0 100 -6.5 -13

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SCHUMAG AG 23

Intangible assets and property, plant and equip-ment decreased by EUR 1.3 million at a depreci-ation volume of EUR 2.7 million. Investmentsamounting to a total of EUR 1.6 million mainlyreferred to new plants and equipment for the coredivision of precision engineering (EUR 0.8 million).

To optimize our financing structure, off-balancesheet forms of financing in the form of leasing con-tracts have been used since fiscal year 2004/05. Asof September 30, 2012 the leasing contracts had a total volume of EUR 0.6 million (previous yearEUR 1.3 million) at a term of usually 48 to 54 months.

Inventories remained almost unchanged comparedto the previous year.

Trade receivables decreased considerably by EUR 4.1 million which is in particular due to theextension of the factoring business as well as thedecline in demand which already started in the last quarter of fiscal year 2011/12.

The shareholders' equity of the Schumag Groupdecreased by a total of EUR 5.2 million to EUR 8.2million. This is partly due to the result after tax(EUR -2.8 million) as well as the offsetting of actuarial profits and losses from the valuation ofpension accruals according to IAS 19 (EUR -2.6million). A contrary effect was caused by the profitsfrom asset ceiling (EUR +0.2 million). The capitalratio decreased from 26% to 18%.

The effect arising from the change of actuarialassumptions with regard to pension accruals which is directly set off against shareholders' equity without affecting net income amounts toEUR +3.7 million.

Trade accounts payable decreased in particular inconnection with the extensive reduction of externalstaff and of consulting services by a total of EUR1.5 million.

The remaining accruals and liabilities decreased by a total of EUR 1.7 million. This is in particulardue to the reduction of liabilities to personnel (EUR -0.7 million), of deferred items (EUR -0.5 million) and of liabilities relating to commissions(EUR -0.3 million).

Non-financial performance indicatorsThe employees of Schumag distinguish themselvesin particular by their identification with the companyand their commitment to its targets. The structure ofthe workforce is characterized by high qualificationof the employees. This results in the high quality ofour products which leads to our strong position inthe market, especially in the precision engineeringsector.

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24 Group management report

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SCHUMAG AG 25

Our range of services goes far beyond the manu-facture of precision and standard parts. Due to our special know-how we are in a position to offerspecific production processes to our customers.This has also led to our long and excellent experi-ence in equipment construction.

A decisive factor for the sustained development ofour company is our close contact to customers andour comprehensive knowledge of the correspond-ing target markets. According to our philosophy it is a basic prerequisite for success to identifytechnical developments and offer comprehensivesolutions on a timely basis.

Environmental and climate protection have beendefined as an important corporate goal. The introduction and integration of an environmentalmanagement system according to ISO 14001:2004+ Cor 1:2009 which was already started in 2007was successfully completed in November 2011.New investments are checked for environmentalcompatibility. In addition, we made the roofs of our production halls in Aachen available for theconstruction of a photovoltaics system with an output of 1.4 megawatts which generates emission-free power.

Relations with affiliated companiesIn fiscal year 2011/12 an action was still pendingto determine the owner of the shares to be assignedto the voting right share reported by Enprovalve P.Koschel Unternehmensberatung Ltd. amounting to79.2% which have been deposited with the KrefeldDistrict Court since September 2009. Although thevoting rights from the block of shares were exer-cised at the general meeting in December 2011 the exercise took place only after all parties to the lawsuit had agreed to this and after subsequentapproval by the Krefeld District Court which is incharge as depository court. The contending partieshad filed an application with the Krefeld DistrictCourt for the proper registration of the depositedshares for the general meeting in order to counter-act a devaluation of the deposited shares in con-nection with the capital measures. Apart from this,Enprovalve P. Koschel Unternehmensberatung Ltd.was unable to exercise any influence and/or con-trol. With regard to the missing option to exercise

control we refer to the ad-hoc notification fromEnprovalve P. Koschel Unternehmensberatung Ltd.of July 10, 2013, in which the exemption from theobligations under § 35 (1), sentence 1 and (2),sentence 1 of the German Securities Acquisitionand Takeover Act granted by the German FederalFinancial Supervisory Authority (BaFin) was pub-lished. In the meantime the 3,168,136 deposited shares have been released and the shares weredistributed in a way that none of the parties cur-rently holds more than 30% of the voting rights.However, it is to be assumed that the dependencyassumption in terms of § 17 (2) of the GermanStock Corporation Act has been refuted at least for fiscal year 2011/12.

For this reason no report an relations with affiliatedcompanies according to § 312 of the German StockCorporation Act was to be prepared for this fiscalyear. Therefore the declaration according to § 312(3) is not provided here.

Irrespective of the duty to prepare a report on therelations with affiliated companies according to § 312 of the Stock Corporation Act we point to thefact that Schumag AG carried out transactions withits own subsidiaries in fiscal year 2011/12. We arenot aware of any measures taken to the disadvan-tage of the company.

❚ RESEARCH AND DEVELOPMENT

Research activities are of minor significance in ourbranch of business but will be relevant in futuredue to market requirements.

The focus of development at Schumag is on the core area of precision engineering and concentrates on the automation and rationalization of seriesprocesses and on the creation of new productionprocesses.

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QualityIn the precision engineering division the analyticaltools for process monitoring and for representationof the quality and productivity status were continu-ously developed. The daily evaluations as well as the control loops observed have led to an improvedquality awareness among the employees as well asan increase in productivity.

At our modern measuring centre the measuringroom and test equipment have been combined. Theentire measuring centre is fully air-conditioned. Wehave thereby created the conditions to record withour measuring equipment the ever increasing accu-racies required by the market. This applies not only to the tests carried out during production(especially form and position) but also in the areaof the manufacture and calibration of measuringand test equipment.

The annual system analysis of the existing qualitysystem according to ISO 9001:2008 and ISO TS16949:2009 was successfully carried out inNovember 2011 and was confirmed by certificates.In November 2011 the introduction and integrationof an environmental management system accord-ing to ISO 14001:2004 + Cor 1:2009 was also successfully completed with a certifying audit. Allcertificates were successfully confirmed at the endof 2012 within the scope of the annual audit.

The Romanian subsidiary Schumag Romania S.R.L.has also been successfully re-certified according toISO 9001:2008 since April 2013.

❚ COMPENSATION REPORT

The compensation report outlines the principlesapplied for the fixing of the remuneration of theBoard of Executive Directors and the SupervisoryBoard of Schumag AG.

The personnel committee of the Supervisory Boardis in charge of the fixing of the remuneration ofthe Board of Executive Directors. For this purpose it takes the size and structure of the company as a basis with consideration of the economic andfinancial situation of Schumag AG as well as theremuneration paid at comparable companies. Forspecial performance the personnel committee maygrant bonuses as part of the variable share of theremuneration.

The remuneration of the Board of Executive Directorsis basically composed of fixed and variable shares.The fixed remuneration is usually paid as a monthlysalary. The variable remuneration depends on theGroup's operative income before tax. Payment isusually effected in the month in which the Super-visory Board approves the consolidated annualfinancial statements. If a special compensation isgranted, payment will be made by agreement withthe Supervisory Board.

An integral part of the remuneration of the Boardof Executive Directors are also the direct pensioncommitments. These are individually agreed withthe members of the Board of Executive Directors.

No further benefits are promised in case of termi-nation of the office as member of the Board ofExecutive Directors. However, severance paymentsmay result from an individually agreed terminationagreement. According to the recommendations of the German Corporate Governance Code sever-ance payments are limited to two annual salaries.

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Pension commitments to members of the Board ofExecutive Directors and their survivors according toIFRS amount to EUR 0.00 (previous year203,891.00).

Payments to former members of the Board of Executive Directors or their survivors amounted toEUR 696,578.84 (previous year EUR 929,973.02).

Pension commitments to former members of theBoard of Executive Directors and their survivorsaccording to IFRS amount to EUR 9,609,032.00 (previous year EUR 7,881,102.00).

According to § 14 of the Articles each member of the Supervisory Board is entitled to a compensationper fiscal year amounting to EUR 7,158.09 which is payable upon termination of the fiscal year. Thechairman receives twice this amount and his deputy1.5 times the amount. The compensation is grantedin proportion to the term of office of the respectivemember of the Supervisory Board. In addition, themembers of the Supervisory Board are entitled toreimbursement of expenses incurred in connectionwith the exercise of their office.

The remuneration of the Supervisory Board isshown in the overview below:

Dr. Ohlinger Walpert Total

Remuneration 2011/12 EUR

Fixed remuneration 45,000.00 440,000.00 485,000.00

Variable remuneration 120,000.00 0.00 120,000.00

Remuneration of the Board of Executive Directors (total) 165,000.00 440,000.00 605,000.00

Walpert Total

Remuneration 2010/11 EUR EUR

Fixed remuneration 467,000.00 467,000.00

Variable remuneration 68,890.00 68,890.00

Remuneration of the Board of Executive Directors (total) 535,890.00 535,890.00

2011/12 2010/11fixed Out-of pocket Total fixed Out-of pocket Total

remuneration expenses remuneration remuneration expenses remuneration

EUR EUR EUR EUR EUR EUR

Ekkehard Brzoska 5,547.52 0.00 5,547.52 0.00 0.00 0.00

Heinz-Peter Heinen 0.00 0.00 0.00 0.00 615.60 615.60

Frank Jokisch 6,422.40 0.00 6,422.40 7,158.09 0.00 7,158.09

Hans-Georg Kierdorf 6,561.58 290.08 6,851.66 0.00 0.00 0.00

Peter Koschel 3,221.14 26,044.43 29,265.57 14,316.18 58,878.45 73,194.63

Ralf Marbaise 10,737.14 584.97 11,322.11 10,737.14 1,076.03 11,813.17

Jürgen Milion 7,158.09 607.10 7,765.19 7,158.09 1,076.03 8,234.12

Peter Münch 0.00 0.00 0.00 4,434.04 0.00 4,434.04

Dr, Johannes Ohlinger 9,683.31 6,787.84 16,471.15 0.00 0.00 0.00

Matthias Osinski 1,014.06 517.76 1,531.82 0.00 0.00 0.00

Alexander von Ungern-Sternberg 0.00 0.00 0.00 4,772.06 1,375.29 6,147.35

50,345.24 34,832.18 85,177,42 48,575.60 63,021,40 111,597.00

The remuneration of the Board of Executive Directors is shown in the overview below:

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The chairman of the Supervisory Board, Dr. Ohlinger(from January 3, 2012 to August 31, 2012) wasgranted a remuneration amounting to EUR150,000 for services personally rendered by himoutside his activities on the board for the periodfrom March 2012 to August 2012. This is a claimwhich has not been paid so far.

The members of the Supervisory Board and of theBoard of Executive Directors are listed in item 26of the Notes.

Changes in the organs of the companyBy a decision of the Aachen District Court of October 31, 2011 Mr. Hans-Georg Kierdorf and Mr. Matthias Osinski were appointed as membersof the Supervisory Board.

At the general meeting on December 21, 2011 Dr. Johannes Ohlinger and Mr. Ekkehard Brzoskawere elected as new members to the SupervisoryBoard. Mr. Peter Koschel as well as Mr. MatthiasOsinski retired at the same time.

Mr. Frank Jokisch resigned from his office as memberof the Supervisory Board as of August 23, 2012.At its meeting on August 23, 2012 the SupervisoryBoard decided to revoke the appointment of Mr. Steffen Walpert as member of the Board of Executive Directors effective as of August 31, 2012.

The chairman of the Supervisory Board, Dr. JohannesOhlinger, resigned from his office as member of theSupervisory Board as of August 31, 2012 and wasappointed by the Supervisory Board as member of the Board of Executive Directors effective as ofSeptember 1, 2012.

At the general meeting on July 4, 2013 Mr. PeterKoschel and Mr. Martin Kienböck were elected asnew members to the Supervisory Board.

Information required pursuant to §315 (4),Nos. 1 to 9 of the German Commercial CodeAs of September 30, 2012, the subscribed capitalof Schumag AG amounts to EUR 10,225,837.62and is divided into 4,000,000 individual shares

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made out to bearer. The shares of Schumag AG arelisted for trade under ISIN DE0007216707 (WKN721670) in the regulated market (General Standard)of the Frankfurt/Main stock exchange; furthermorethey are traded in the regulated unofficial market atthe stock exchanges of Düsseldorf, Berlin, Hamburgand Stuttgart and via the electronic trading systemXETRA. The company has only one class of sharesand all shares confer the same rights and/or obli-gations. Each individual share entitles to one voteat the general meeting. Further rights and obliga-tions arising from the shares in the company aregoverned by the provisions of the German StockCorporation Act.

In fiscal year 2011/12, 3,168,136 shares correspond-ing to 79.2% of the share capital were depositedwith the Krefeld District Court so that the votingrights could definitely not be exercised.Although thevoting rights from the block of shares were exercisedat the general meeting in December 2011 the exer-cise took place only after the agreement of all par-ties to the lawsuit and after subsequent approval by the Krefeld District Court which is in charge asdepository court. In the meantime the 3,168,136deposited shares have been released so that the corresponding voting rights can be unrestrictedlyexercised again according to the information availableto us.

The details required according to § 315 (4), No. 3of the German commercial code are mentioned initem 28 of the Notes.

Based on a share sales contract of July 16, 2010 ownshares purchased by the company in October 2009within the scope of a share buyback programme in a total number of 333,526, corresponding to 8.34%of the share capital were purchased by Mr. Norbert Thelen as the trustee of the company's employees. Inhis capacity as a trustee Mr. Norbert Thelen exercisesthe control and voting rights for the employees.

According to § 6 (1) of the Articles of the companythe Board of Executive Directors consists of eitherone or several members. According to the Articlesand pursuant to § 84 of the German Stock Corpor-ation Act the members of the Board of ExecutiveDirectors are appointed and dismissed by the

Supervisory Board. The appointment may be effec-ted for a maximum period of five years. This maxi-mum period is to be taken into consideration alsoin the event of a repeated appointment or exten-sion of the term of office. Dismissal of members ofthe Board of Executive Directors is allowed only foran important reason. In other respects reference ismade with regard to the appointment and dismissalof members of the Board of Executive Directors tothe regulations provided in §§ 84, 85 of the Ger-man Stock Corporation Act as well as to § 6 of theArticles of the company. The Articles do not deviatefrom the aforementioned legal provisions, however.

Amendments to the Articles are always subject to aresolution of the general meeting which, pursuantto § 133 (1) of the German Stock Corporation Act,is to be passed with a simple majority of the votesand additionally according to § 18 (3) of the Arti-cles of the company in conjunction with § 179 (1)and (2) of the German Stock Corporation Act withthe simple majority of the capital represented atthe voting unless a different ruling is providedunder mandatory statutory law or the Articles.According to the law it is mandatory to pass aresolution at the general meeting with a majorityof three quarters of the share capital representedat the voting for all amendments to the Articlesreferring to the object of the company (§ 179 (2),sentence 2 of the German Stock Corporation Act),the issue of preference shares without voting right(§ 182 (1), sentence 2 of the German Stock Corpor-ation Act), capital increases with exclusion of sub-scription right ( § 186 (3) of the German Stock Corporation Act ), the creation of conditional capital (§193 (1) of the German Stock CorporationAct), the creation of authorised capital (§ 202 (2)of the German Stock Corporation Act) – possiblywith authorisation to exclude the subscription right(§ 203 (2), sentence 2 in conjunction with § 186 (3)of the German Stock Corporation Act) – , the regularor simplified reduction of capital (§ 222 (1), sentence2 and/or § 229 (3) of the German Stock CorporationAct) or a change in the legal form (§§ 233 (2) and/or§ 240 (1) of the Law Regulating Transformation ofCompanies). The Supervisory Board is authorisedaccording to § 12 of the Articles to make changes tothe Articles which refer only to the wording.

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In the event of a takeover bid directed towardsshares issued by the company which are admittedto the trade in an organised market the generalstatutory duties and powers exist for the Board ofExecutive Directors. If a takeover bid was received,the Board of Executive Directors and the SupervisoryBoard would have to make and publish a well-foun-ded statement on the takeover bid in accordancewith § 27 of the German Securities Acquisition andTakeover Act to put the shareholders in a positionto decide on the bid with knowledge of the stateof affairs. According to § 33 of the German Secur-ities Acquisition and Takeover Act the Board of Executive Directors would furthermore not be allo-wed after the announcement of a takeover bid toundertake any acts outside the ordinary businesswhich might prevent the success of the bid unlessit was authorised to do so by the general meetingor unless the Supervisory Board had given its con-sent to this or unless the search for a competitivebid was concerned. The decisions of the Board ofExecutive Directors and of the Supervisory Boardare to be geared to the benefit of the company, itsemployees and shareholders. The Articles did notinclude any arrangements in the sense of § 33a to§ 33c of the German Securities Acquisition andTakeover Act (European Prohibition on FrustratingAction, European Breakthrough Rule, Reservationof Reciprocity) as of the balance sheet date.

Declaration on the management of thecompany according to § 289a of the German commercial codeThe declaration on the management of the companyis published on our website (www.schumag.de)under Investor Relations/Corporate Governance.

❚ STEERING SYSTEM

Schumag AG has a steering system in place inorder to be able to react adequately and in duetime to changes of the market, the environmentand internal conditions.

Reporting and flow of information are essentialelements of the steering system. Based on this

system the Board of Executive Directors is perma-nently informed about relevant key figures. Devi-ations from the target can be directly identifiedand discussed as soon as possible.

An important control variable is the so-called "keyfigure of added value" (added value per hour wor-ked). This key figure is an indicator for the produc-tivity of manufacturing in the core area of preci-sion engineering. Insufficient capacity utilization ortechnical problems are identified by this key figure.

Another central control variable is EBIT. This keyfigure facilitates a comparison of the operatingprofit of individual months and a comparisonamong divisions.

❚ RISK REPORT

Features of the internal control and riskmanagement systemThe group-wide internal control and risk manage-ment system of Schumag is an integrated systemwhich supports management decisions for thesafeguarding of the efficiency and profitability ofbusiness activities, for the early identification ofrisks, for the adequacy and reliability of internaland external accounting and for compliance withthe legal regulations which are relevant to thecompany.

The risk management system was revised duringthe current fiscal year 2012/13 and continues to becomposed of a large number of components whichare embedded in the operational and organizationalstructure of the company. The reliability of this system is ensured by compliance with existingregulations and the continuous monitoring of pro-cesses. By incorporation of the risk managementsystem in the reporting system as well as regularcommunication between decision-makers an earlydetection of risks and the corresponding counter-measures are facilitated.

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Our risk management manual describes the pro-cess of risk prevention. The systematic approach to risk management creates an awareness towardsan open dealing with risk-relevant data and theirclear documentation and forms the basis for entre-preneurial decisions, for the quality of planning,the efficiency of reporting on controlling and theoptimum use of company resources.

Our department heads and area managers are incharge of the identification of risks, their assess-ment and control as well as their communication.Coordination is up to our risk manager.

The aim is to point out early the different types ofrisk to the persons in charge at as many hierarchylevels of the company as possible and to use therisk defence and control instruments developedwithin the scope of our risk management in duetime.

The business processes are subject to controlswhich are to make risks controllable. The measuresand rules refer to instructions for the separation of duties, signing regulations, restriction of signingauthorization for payments to a small number ofpersons (four-eyes principle), measures for IT security, etc.

Apart from this, our control and risk managementsystem is assessed within the scope of the audit ofthe annual financial statements in so far as this issignificant for the provision of an accurate pictureof the assets, financial and earnings position ofSchumag.

This risk report analyses and describes the essentialrisks of Schumag AG and its subsidiaries to bemonitored which were identifiable until the end of the period under review.

Potential failure of former members of corporate organs to comply with theirdutiesInternal examinations showed that former mem-bers of corporate organs failed to comply withregulations of the internal control and riskmanagement system. The company is currentlyinvestigating whether or not former members ofcorporate organs have negligently failed to complywith their duties with regard to § 93 of the German Stock Corporation Act. In this connectioninterrogations by the department of public pros-ecution of Münster have already taken place withinthe scope of a preliminary investigation because of suspected disloyalty. Since we are very interestedto clear up the events of the past we are closely cooperating with the department of prosecution for the clarification of the underlying facts and circumstances although the investigations are notdirected at the company itself.

For the time being an independent law office hasbeen instructed to carry out internal investigationsand to provide clarification. Since the investiga-tions have currently not been fully completed theBoard of Executive Directors does not yet have sufficient information to issue a final comment onthe matter.

We assess the potential risks arising from the proceedings as rather low according to our current knowledge.

In order to prevent these cases in future our riskmanagement system has been revised. In addition,organizational arrangements have been adjustedto implement a more restrictive procedure.

Sales market risksSchumag mainly operates in the markets for commercial vehicles and medical technology.Sales market risks occur in different forms here.While the demand in the medical technology market remains at a relatively constant level thecommercial vehicle sector is decisively influencedby the overall situation in the global economy.

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As far as our dependency on the automotive industryis concerned we see a concentration of risks here.

In the market of plant and component constructionin which our subsidiary Schumag BR Energy GmbHhas placed its emphasis for about three years nowa market entry success can be expected only afterseveral years and after the conditions for marketaccess have changed. We are therefore unable toguarantee the success of the funds invested so far.

As in previous years, the contract award of interna-tional, dollar-based projects was impaired by theEUR/USD exchange rate relation.

It is a typical feature of sales market risks that theyhave a decisive influence on the assets, financialand earnings position of the company. We face the still existing risks arising from the uncertaindevelopment of the global economy by an exten-sion of our international market presence for themotor truck supply industry. In addition, we aredeveloping new sales strategies to achieve growthin the non-automotive sector. We expect to curtailsales market risks by increasing diversification.

Due to the uncertainties with regard to futureeffects of the financial, economic and governmentdebt crisis there are no consistent forecasts for thedevelopment of domestic and foreign demand.Our sales planning for the core area of precisionengineering is therefore carried out carefully. Forfiscal year 2012/13 we expect a decline in sales inthe automotive sector of about 20% compared tothe previous year while for 2013/14 and 2014/15 amoderate growth of sales of about 3% and/or 7%is anticipated again. The latent risk of a furtherdecline in sales continues to exist. In addition,there is still a risk of sales-market-based losses dueto external factors such as the economic and finan-cial crisis or the realignment of customer buyingbehaviour.

In addition, discussions with our major customersshowed that in future the question of ownershipwill have an essential impact on our sales situation.Our task, after termination of the legal proceedings,should be to establish an ownership structure withinthe medium term which is geared to the future.

Financial risksThe company is faced with a variety of financialrisks and opportunities. These can be identifiedboth in the operative business and in financingissues.

A financial imbalance may in the most unfavour-able case lead to insolvency. The cause of this maybe insufficient internal financing and/or failure toobtain the required external financing.

Financial risks in the operative area are basicallycaused by fluctuations in interest rates, currenciesand in the purchase prices for raw materials andother materials. Due to short-term money invest-ments within the scope of the liquidity reserveduring the course of the year there are no essentialrisks caused by changes in interest rates. To pre-vent exchange rate risks arising from high-volumetransactions concluded in foreign currency theseare at the same time secured by hedging.

Short-term liquidity risks arising from fluctuationsin payment flows are identified early by a rollingliquidity planning system. To control default risksSchumag pursues a consistent accounts receivablemanagement. By the use of actual factoring amajor share of the default risk – which is attenu-ated by the credit standing of our customers – istransferred to the factoring company.

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We observe the development of our financial situ-ation on the basis of short, medium and long-termforecasts. Information about this is provided on acurrent basis within the scope of the reporting ofour risk manager. Due to the small volume of avail-able liquidity essential revenue reductions and/orcost increases may lead to a disturbance of thefinancial balance.

We were able to maintain our financial balance by the extension of factoring in October 2011 andby the granting of overdraft facilities in a totalamount of EUR 1.5 million in April and June 2012.

However, our liquidity situation currently continuesto be strained. In the event of a deterioration ofthe order situation and thus also of the financialsituation there is a risk due to our existing owner-ship structure that the required additional externalfinancing may not be available in due time.

Apart from this, Schumag is exposed to the generalrisk that credit grantors may give extraordinarynotice of termination of the credits granted or ofexisting credit lines. However, due to our close andregular coordination with the credit grantors thisrisk is currently assessed as rather low.

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Other risks

Procurement risksProcurement market risks are essentially dividedinto schedule, quantity and price risks. Especiallyin the steel processing industry there has been asituation for several years that the emergingnations exert a considerable influence on theabove mentioned risks due to their demandbehaviour. A particular feature of the company'srisk profile results from the fact that a largenumber of raw materials (in particular specialalloys) can be exclusively procured from only oneor very few manufacturers.

Difficulties with raw material supplies experi-enced in the past were largely prevented in fiscalyear 2010/11 and do not continue to exist. Rawmaterial suppliers have further increased theirproduction capacities. In total, moderate priceincreases have resulted. These are due to theincreased demand from emerging markets aswell as the worldwide rise in raw material prices.

It is hardly possible to quantify the procurementrisks because these are in the end determined bythe fact whether or not a promised productioncan be carried out according to the requirementsin terms of quantity, quality, price and deliverydate. In the past fiscal year production orderswere largely processed as scheduled. Due to ourcustomer structure it is hardly possible to derivelong-term requirement plans for our procure-ment.

The risk structure as well as the different formsof risk have not significantly changed comparedto the previous year. There is a continued trend toconclude framework contracts with supplierswhich also aim at the procurement of the requi-red materials on a just-in-time basis. This resultsin both chances (less capital being tied up) andrisks (increased dependency on suppliers).

By means of long-term purchasing contracts and

active inventories management we continue tocounteract price increases and risks relating toscheduled delivery dates. Based on the specifica-tions of our customers we purchase our rawmaterials to a considerable extent from certainsuppliers. This does not lead to any dependencieswhich threaten the continued existence of thecompany.

There is a continued tendency that our customersenter into direct price negotiations with our rawmaterial suppliers. This results in a reduction ofrisks with regard to uncontrolled price increases.

Apart from this, a trend can be identified that ourpurchase orders concentrate on less and lesssuppliers. The resulting bundling effect leads toclearly increased ordering volumes in individualcases which are increasingly difficult to cover bya trade credit insurance which again leads toshorter times allowed for payment with our sup-pliers.

In other conditions price risks will gain in impor-tance. It is the duty of our risk management inthe procurement area to manage this, e.g. byadequate hedging transactions or by an impro-ved communication between buying and sales.

Infrastructure risksIT risks have an increasing strategic significancedue to the progressing automation in administra-tion as well as in production. Planning, control aswell as communication without functioning ITsystems are hardly conceivable. A total failure ofthe systems will in the worst case lead to an entirestandstill of operations and could therefore threa-ten our existence.

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The introduction of the company-wide ERP soft-ware SAP to replace the old systems which wasinterrupted in spring 2010 has been continued inpartial areas in fiscal year 2012/13. The long-terminterruption causes the risk that implementationcosts will be higher than initially planned.

To cover the event of IT failure an emergency andcontingency programme has already been workedout in previous fiscal years. To prevent unauthorizeddata access firewall systems and virus scanners areused.

The risk structure has largely remained unchan-ged compared to the previous year. By the gradual abolishment of the old systems we hopeto achieve a clear reduction of this form of risk.

The current and future challenge is to provideadditional rationalization potential by informa-tion technology and at the same time to masterthe necessary adjustments in terms of security as well as financially.

Risks arising from court proceedingsRisks arising from court proceedings include thoserisks which, due to completed or expected courtproceedings, may have effects on the assets,financial and earnings position of the company.Risks resulting from completed proceedings havebeen comprehensively taken into consideration inthe provision for risks from court proceedings. Thevaluation of these risks is effected in an appropri-ate manner on the basis of the assessments madeby our legal advisors.

We currently assess the risks arising from courtproceedings as rather low.

Other risksAgain, in fiscal year 2011/12 operational capacitylimits were sometimes reached. Some of the newinvestments in modern machines currently have tobe postponed because of the tight liquidity situation.

The proceedings for the reclassification of local waterprotection zones which have been going on for

several years and threaten Schumag with extensiverequirements in connection with new investmentsand with regard to the use of existing industrialareas were still not finalised during the reportingperiod.

❚ SUBSEQUENT EVENTS

Safeguarding of liquidityThe special collective-bargaining agreement whichhad been concluded to secure the production sitewas adjusted in October 2012 to the effect that inaddition to the previous arrangements furtheragreements for the securing of the productionlocation took effect for the period from October 1,2012 to September 30, 2013. In September 2013 anew collective-bargaining agreement to secure theproduction site with a term from October 1, 2013to September 30, 2015 was concluded. Apart fromthe continuation of the 37.5-hour week withoutwage adjustment a conditional waiver of claims foryear-end and holiday bonuses for 2 years wasagreed among other things.

The overdraft facility amounting to EUR 1.0 milliongranted to Schumag AG in April 2012 was prolon-ged in December 2012 until the end of June 2013.In April 2013 as well as in July 2013 partial prolon-gations until the end of July 2013 and/or the endof August 2013 were granted. The overdraft facilitywas repaid as scheduled. We are currently in prom-ising negotiations concerning the raising of furtherfinancial resources. In June 2013 the overdraft faci-lity of Schumag Romania S.R.L. was prolonged foran indefinite time.

Structure of ownersOn October 2, 2012 a judgment was passed by theKrefeld Regional Court according to which therelease to Enprovalve P. Koschel Unternehmensbera-tung Ltd. of the 3,168,136 shares deposited at theKrefeld District Court since September 2009 was tobe granted. Two of the defendants appealed againstthis judgment within the specified time. In the mean-time the parties have reached an agreement out of

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36 Group management report

court so that the shares were released by the KrefeldDistrict Court. On June 20 and 21, 2013 two majorblocks of shares were transferred by Enprovalve P.Koschel Unternehmensberatung Ltd. According tocurrently available information on voting rights thefollowing parties are currently holding shares inSchumag AG:

Enprovalve P. Koschel Unternehmensberatung Ltd.: 27.30 %Concordia Fonds: 25.28 %Cognis Fonds: 25.00 %Norbert Thelen (trustee workforce): 8.34 %Euro IB: 1.95 %Owned by diverse shareholders: 12.13 %

The company has been informed that the votingright shares of Concordia Fonds probably amountto even 28.05 % so that the amount of sharesowned by diverse shareholders would decrease to 9.36%. As far as our current information onvoting rights is concerned were refer to the details concerning the existing shareholding initem 7 of the Notes.

In other respects there were no events of particularsignificance after the balance sheet date.

❚ OPPORTUNITIES AND OUTLOOK

RemarkThis Group Management Report includes detailsand forecasts which refer to the future develop-ment of Schumag. The forecasts reflect estimationsmade on the basis of all information available tous at this time. If the assumptions on which theforecasts are based fail to materialize or if the risksoccur which we mentioned in the risk report, theactual results may deviate from the currentlyexpected results.

Precision engineeringAfter we had been able in 2011/12 to achieve anincrease in sales to EUR 57 million as compared tothe previous year the market in fiscal year 2012/13experienced a considerable slump. According to thecurrent status we expect a reduction to approx.EUR 49 million for 2012/13 whereas for the fiscalyears 2013/14 and 2014/15 we anticipate amoderate growth to EUR 50 million and/or EUR 54million, respectively. The current situation of incom-ing orders has stabilized at a low level. First signsof a strengthening of customer demand are notice-able. We see our growth potential in the extensionof new product lines and in the development ofnew sales markets.

An essential share of our production in precisionengineering will continue to be expected in thearea of component manufacture for internal com-bustion engines. In our estimation this key techno-logy will set the tone for at least one more genera-tion. The permanently rising need for savings aswell as the coupling with alternative power gene-ration technologies lead to a continuously increas-ing complexity of customer requirements. We arecapable of facing this challenge because we see acompetitive and technology advantage in many ofthe products manufactured by us. We will also usethese advantages for the extension of our offeredrange. This is also the subject of permanent discus-sions with our customers.

The structure of our offered range will be consist-ently enhanced. Our customers are increasinglyadvised on production technology and this coop-eration leads to a technical improvement of themanufactured components.

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SCHUMAG AG 37

We aim at a permanent extension of our productionbasis in order to meet the continuously increasingrequirements of our customers. More than 180 yearsof experience in precision engineering are proof ofour flexibility. In future we will concentrate on ourcore competencies again.

Furthermore, our many years of experience allowus to offer equipment designs to our customers (in terms of ideal solutions). We will also in futureprovide options to manufacture sophisticated high-tech components.

Within the scope of our corporate philosophy wedeal with various process developments, also out-side the automotive sector. In addition, we intendto enforce further process developments by anextension and intensification of our internal training activities.

Due to the technological unique selling propositionof our precision engineering division we expectonly minor fluctuations in our order receipt andsales forecast.

Plant engineeringOur subsidiary Schumag BR Energy GmbH has sofar been unable to generate any significant salesfrom the variety of business contacts.

Based on the tense financial situation of the parentcompany no more funds can be made available tothe subsidiary now. If the realization of two pendingprojects fails, a failure of our efforts cannot be ruledout.

Overall forecastNotwithstanding the improvements in our corearea the company continues to be in a difficultsituation. In spite of our strong position in the market due to our technological unique selling proposition in the area of low manufacturing tolerances and our considerable reputation in the market we have so far not been able to reachour target results.

In future, we have to concentrate on our core competencies again and further extend these.

The economic and financial success of the entireplant engineering segment remains uncertain.

The financial resources of our company represent a risk. The risk could be clearly reduced here if aclarification was obtained within the short termwith regard to the strategic investor and/or financialinvestor.

The clarification of this question also seems to be more and more a prerequisite for being able to keep large customers and to further extendbusiness with them.

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38 Group management report

For fiscal year 2012/13 we assume that in spite ofconsiderable improvements in the area of fixedcosts the result will deteriorate as compared withthe previous year. This is in particular due to thereduction in sales as well as the still insufficientlyadjusted capacity. For the following two fiscalyears we expect an improvement of the situationwhich is to be achieved by a large number of costreductions, in particular in the area of personnelcosts, as well as considerable productivity increa-ses. The restructuring measures required for thishave been worked out and need to be implemen-ted now. Taking the scenario as a basis which ismost likely to occur, we expect to enter the profitzone in fiscal year 2013/14. In fiscal year 2014/15we intend to reach a clear increase in our result.

The liquidity situation currently continues to bestrained but can be kept stable at a low level dueto our strict liquidity management. A slight relief ofthe liquidity situation is expected in the first half offiscal year 2013/14 provided that the market does

not fall any further. After the full processing of the sale-and-lease-back transaction a clear im-provement in the financial and earnings position is expected from the middle of 2015 on the basis of the current planning.

Aachen, November 15, 2013

Schumag Aktiengesellschaft

The Board of Executive Directors

Dr. Johannes Ohlinger

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SCHUMAG AG 39

FORSCHUNGUNDENTWICKLUNG

SCHUMAG AG

CONTENTS CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET 40

CONSOLIDATED INCOME STATEMENT 41

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 42

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 42

CONSOLIDATED CASH-FLOW STATEMENT 43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 44

1. Information on the company 442. Accounting standards 443. Acquisitions /Divestitures 564. Segment reporting 575. Other operating income 606. Personnel expenses 607. Other operating expenses 618. Financial result 639. Taxes 64

10. Earnings per share 6711. Intangible assets 6812. Property, plant and equipment 6913. Investment property 7114. Financial assets 7215. Inventories 7216. Trade receivables and other assets 7317. Liquid funds 7518. Shareholders' equity 7619. Pension provisions 7820. Other provisions 8221. Liabilities 8322. Other financial commitments 8823. Financial instruments 8924. Leasing 9225. Related parties 9426. Compensation of the Board of

Executive Directors and the Supervisory Board 9627. Services of the auditor 9728. Details of existing shareholdings 9829. List of shareholdings 10630. Declaration according to § 161 of

the German Stock Corporation Act 10631. Additional information to the

Consolidated Cash-flow Statement 106

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CONSOLIDATED BALANCE SHEET

Consolidated financial statements

Explained in Notes 30-9-2012 30-9-2011

TEUR TEUR

ASSETS

Long-term assets

Intangible assets (11) 523 766

Property, plant and equipment (12) 19,554 20,539

Investment Property (13) 4,158 4,224

Financial assets (14) 0 15

Other long-term assets (16) 682 1,271

Deferred tax assets (9) 217 831

25,134 27,646

Short-term assets

Inventories (15) 13,890 13,796

Trade accounts receivable (16) 2,683 6,802

Current income tax assets* 25 47

Other short-term assets* (16) 3,136 2,535

Liquid funds (17) 644 1,147

20,378 24,327

Total assets 45,512 51,973

SHAREHOLDERS' EQUITY AND LIABILITIES

Shareholders' equity (18)

Capital subscribed 10,226 10,226

Capital surplus 15,893 15,893

Generated shareholders' equity -17,875 -12,687

8,244 13,432

Long-term liabilities

Pension provisions (19) 20,926 17,718

Other long-term provisions (20) 9 0

Deferred taxes (9) 348 1,720

Financial debt* (21) 2,133 3,310

Trade accounts payable (21) 200 0

Other long-term liabilities* (21) 784 1,923

24,400 24,671

Short-term liabilities

Short-term provisions (20) 1,722 1,350

Tax liabilities (9) 1 179

Financial debt* (21) 2,657 1,566

Trade accounts payable (21) 3,912 5,567

Other short-term liabilities* (21) 4,576 5,208

12,868 13,870

Total shareholders' equity and liabilities 45,512 51,973

*Prior year figures have been adjusted.

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SCHUMAG AG 41

CONSOLIDATED INCOME STATEMENT

Explained in Notes 2011/12 2010/11

TEUR TEUR

Sales (4) 57,434 59,179

Changes in inventories 37 1,431

Other own work capitalized 225 114

Other operating income (5) 2,474 3,761

Total operating performance 60,170 64,485

Cost of materials 20,449 23,874

Personnel expenses (6) 27,604 25,830

Depreciation/Amortization (11-13) 2,700 2,847

Other operating expenses (7) 9,688 12,513

Income from operations -271 -579

Finance income 154 23

Finance expenses 2,237 1,666

Financial result (8) -2,083 -1,643

Income before taxes -2,354 -2,222

Taxes (9) 397 -1,258

Net loss -2,751 -964

Earnings per share (EUR) (10) -0.69 -0.24

both non-diluted and diluted

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Consolidated financial statements

Explained in Notes 2011/12 2010/11

TEUR TEUR

Net loss -2,751 -964

Foreign currency translation adjustment (18) -66 -15

Profits/losses resulting from asset ceiling (19) 182 -118

Actuarial profits/losses from defined benefit plans (19) -3,722 1,461

Deferred taxes (9) 1,169 -459

Other comprehensive income -2,437 869

Total comprehensive income -5,188 -95

Subscribed Capital Currency Retained Group Share-capital reserves translation earnings accumulated holders

deficit equity

TEUR TEUR TEUR TEUR TEUR TEUR

Balance as of 1-10-2011 10,226 15,893 45 9,002 -21,734 13,432

Net loss 0 0 0 0 -2,751 -2,751

Other comprehensive expenses 0 0 -66 -2,371 0 -2,437

Total comprehensive expenses 0 0 -66 -2,371 -2,751 -5,188

Balance as of 30-9-2012 10,226 15,893 -21 6,631 -24,485 8,244

Balance as of 1-10-2010 10,226 15,893 60 8,118 -20,770 13,527

Net loss 0 0 0 0 -964 -964

Other comprehensive income 0 0 -15 884 0 869

Total comprehensive expenses 0 0 -15 884 -964 -95

Balance as of 30-9-2011 10,226 15,893 45 9,002 -21,734 13,432

Generated shareholders´ equity

The Consolidated Statement of Changes in Equity is discussed in detail in note 18 of the Consilidated Financial Statements.

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SCHUMAG AG 43

CONSOLIDATED CASH-FLOW STATEMENT

2011/12 2010/11

TEUR TEUR

Net loss -2,751 -964

Depreciation & amortization of intangible assets and property, plant & equipment 2,700 2,847

Changes in pension provisions -1,269 -387

Other payment affecting gain/loss 1,048 -12

Result from disposals of long-term assets -9 60

Changes in deferred taxes 411 -1,359

Changes in inventories -94 -1,755

Changes in trade receivables 4,003 -527

Changes in other assets -97 -169

Changes in trade payables -1,455 2,484

Changes in other payables and provisions -1,387 -1,625

Outgoing payments for social compensation plan -127 -150

Cash-flow from operating activities 973 -1,557

Payments related to intangible assets -186 -69

Payments related to property, plant and equipment -1,196 -1,749

Payments related to financial assets 0 -15

Proceeds from the disposal of property, plant and equipment 89 78

Proceeds from the disposal of financial assets 12 0

Cash-flow from investing activities -1,281 -1,755

Acceptance of financial liabilities 1,305 5,433

Repayment of financial liabilities -1,080 -2,361

Repayment of liabilities from finance leases (other) -442 -185

Cash-flow from financing activities -217 2,887

Changes in cash and cash equivalents affecting liquidity -525 -425

Changes in cash and cash equivalents due to foreign exchange rate movements 22 3

Cash and cash equivalents at the beginning of the reporting period 1,147 1,569

Cash and cash equivalents at the end of the reporting period 644 1,147

Outgoing payments for interests 1,132 686

Incoming payments from interests 123 12

Outgoing payments for taxes on income 11 11

Incoming payments from taxes on income 34 343

The Consolidated Cash-Flow Statement is discussed in detail in note 31 of the Consolidated Financial Statements.

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44 Notes to Consolidated Financial Statements

Schumag Aktiengesellschaft is a listed corporationwith registered office in Aachen which is registeredat the Aachen District Court under registrationnumber HRB 3189. The fiscal year includes theperiod from October 1 of a year to September 30of the following year. The consolidated financialstatements for the fiscal year from October 1, 2011to September 30, 2012 were released for publica-tion on November 15, 2013 by a resolution of theBoard of Executive Directors.

Due to the delayed preparation of the consolidatedfinancial statements for fiscal year 2010/11 the prep-aration of the consolidated financial statements forfiscal year 2011/12 was completed not untilNovember 15, 2013.

❚ 2. ACCOUNTING STANDARDS

2.1 BasesThe consolidated financial statements of SchumagAG were prepared on the going concern basis. Theconsolidated financial statements were preparedaccording to the regulations of the InternationalFinancial Reporting Standards (IFRS) applicable onthe balance sheet date and additionally accordingto the commercial rules applicable according to § 315a (1) of the German Commercial Code. In thisconnection all mandatory IFRS and interpretationsof the International Financial Reporting Interpreta-tions Committee (IFRIC) which have been recognizedby the European Union were applied. According toour expectations the IFRS which have so far notbeen recognized by the European Union will nothave any essential effects on the consolidatedfinancial statements. On principle, the financial statements are prepared on the basis of historicalacquisition an production cost unless currentvalues according to IAS 1 were stated at the timeof conversion to IFRS. In application of IAS 1 the

balance sheet is divided into non-current and current assets and liabilities. Current assets andliabilities are those which are due and payable within one year. According to IAS 12 deferred taxesare shown as non-current assets and liabilities.The income statement is structured according tothe total-expenditure format. The currency of thefinancial statements is the Euro, all amounts areindicated in thousand euros (TEUR) according tocommercial rounding unless they are shown differ-ently. Deviations from the non-rounded amountsmay result. To improve clarity individual items arecombined in the income statement and in thebalance sheet and are separately explained in theNotes. In the reporting period changes were madeto the structure of the balance sheet to improve theclarity of representation. To provide comparability theamounts of the previous year of the marked itemswere reclassified to adjust them to the current periodpresentation.

2.2 ConsolidationIn addition to Schumag AG, all subsidiaries areincluded in the consolidated financial statements.The joint venture Schumag Green Energy GmbH &Co. KG formed in fiscal year 2010/11 was notincluded in the consolidation because of negli-gibleness. Schumag AG sold its limited partner's shares in the joint venture (49%) amounting to TEUR 15 effective as of March 31, 2012. Thesubsidiaries are consolidated from the date onwhich control is obtained until the date on whichcontrol ends. In connection with first-time capitalconsolidation the acquisition cost of the partici-pating interests is set off against the current valuesof the acquired assets and liabilities includingcontingencies. A remaining difference on theassets side is shown as goodwill. A remaining difference on the liabilities side is booked as income after re-examination. Assets and liabilitiesof the included companies which are transferredto the consolidated financial statements are sub-ject to the below mentioned uniform accountingand valuation methods uniformly based on theassumption of the going concern principle.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

❚ 1. INFORMATION ON THE COMPANY

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SCHUMAG AG 45

All relations within the Group as well as interimresults from trade between the included compa-nies are eliminated within the scope of consolida-tion. The companies included in the consolidatedfinancial statements are individually stated in Note29. The annual financial statements of Schumag BREnergy GmbH were prepared as of the balancesheet date of the parent company. For SchumagRomania S.R.L. interim financial statements wereavailable as of the balance sheet date.

2.3 Accounting and valuation methods

2.3.1 Foreign currency translation:The functional currency of Schumag AG and of the domestic Group companies is the Euro. Trans-actions in foreign currency are recorded at theexchange rate which is effective at the time ofposting of the transaction. Assets and liabilities inforeign currency are valued at the exchange rates

effective on the balance sheet date. Translation differences arising in this connection are recordedwith effect on net income.

The foreign Group companies prepare their annualfinancial statements in their respective nationalcurrency in which they predominantly transactbusiness as measured by their business operations,their transactions and their payment flows. Transla-tion to the Euro Group currency takes place accord-ing to the closing rate method: Balance sheet itemsare translated to euros at the exchange rateseffective on the balance sheet date, expenses andincome are translated to euros at monthly averageexchange rates. The resulting translation differencesare shown without effect on net income in a separ-ate item under shareholders' equity.

The exchange rates of the currencies in the Grouphave developed as follows:

Current rate on balance sh. date Average rate

1 EUR = 30-9-2012 30-9-2011 2011/12 2010/11

Romania RON 4.54 4.32 4.41 4.23

2.3.2 Revenue recognition: Revenues arealways recorded if it is likely that the economicbenefit will go to the Group and that the amountof this benefit can be reliably determined. Rev-enues from goods sales are recognized upon ship-ment of the products and goods to customers assoon as the transfer of risks to buyer has takenplace. In this connection potential discounts orother price reductions are deducted. Potential risksarising from complaints about products and goods

and due to warranty are deferred. Revenues fromservices are recorded as soon as the service hasbeen rendered. Income from interest is recognizedpro rata temporis according to the outstandingreceivables as of the balance sheet date and theinterest rates to be applied according to the effec-tive interest method. Rental income from operatingleases, in particular in connection with the propertyheld as a financial investment, are recorded for theterm of the corresponding leases.

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2.3.3 Borrowing costs: Borrowing costs whichcan be directly assigned to the acquisition,construction or manufacture of qualifying assetsare capitalized as part of the acquisition and/or production cost of the respective asset. Qualify-ing assets are assets which require a considerableperiod of time to be turned into the intended condi-tion in which they are ready for use or ready for sale.Such borrowing costs have so far not occurred.Allother borrowing costs are recorded with effect onnet income in the period of their incurrence.

2.3.4 Earnings per share: The calculation ofearnings per share is based on the Group resultafter tax and the weighted number of commonshares issued on average. No dilution effects resulted in the shown reporting periods.

2.3.5 Government grants: Government grantsare recorded only if it is sufficiently certain that theconnected conditions are met and that the grantswill be provided. Investment subsidies for theacquisition or construction of property, plant andequipment reduce the acquisition or productioncost of the respective assets. In subsequent periodsa corresponding reduction of scheduled depreciationwill therefore be effected. Other governmentgrants or government assistance are set up asdeferred income and recognized as income overthe underlying period or the expected life of therespective asset.

2.3.6 Intangible assets: Intangible assets withan indefinite useful life do not exist at the company.Intangible assets with a limited useful life arevalued at cost less regularly scheduled straight-linedepreciation (amortization method). The useful lifeis determined based on the period of the underlyingcontract and on the expected use of the intangibleasset. Development cost is not capitalized and isrecorded with effect on net income in the period in which it was incurred. At the Schumag Group no division of the creation process into a researchand a development phase can be effected. Themain reason for this is that the activities for theimprovement of production and of the productsare structurally exclusively of an iterative nature.This means that the activities are not based on clearly definable new products or production pro-cesses but that they deal with gradual and currentimprovements of always the same products andproduction processes. The products made and theproduction processes remain basically unchanged.It is therefore impossible from a cost account pointof view to determine the development cost on anaccrual basis. Goodwill is not stated here either.

46 Notes to Consolidated Financial Statements

Useful life of intangible assets 2011/12 2010/11Years Years

Software 5 5

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SCHUMAG AG 47

2.3.7 Property, plant and equipment: Property,plant and equipment are valued at acquisition orproduction cost less accumulated depreciation. Theproduction cost of self-constructed plants includebeside direct costs, appropriate allocations ofmaterial and manufacturing overheads and anappropriate share of general administrative costsfor those areas involved in the construction of theplants. Borrowing costs were not capitalizedbecause no long-term manufacturing work is onhand. The cost of general overhauls is capitalizedwith the plant provided that the criteria for capitalization are fulfilled. Current maintenanceand repair costs are immediately expensed with

effect on net income. As a matter of principle,property, plant and equipment are written off onlyupon their disposal from the Group or if no moreeconomic benefit is expected from the continueduse or sale of the asset.

Property, plant and equipment which are subject to wear and tear are depreciated on a scheduledstraight-line basis over their useful life. The followinguseful lives are taken as a basis here:

Useful life of property, plant & equipment 2011/12 2010/11Years Years

Buildings 7-50 7-50

lndustrial plants and machinery 4-20 4-20

Working and office equipment and other facilities 3-23 3-23

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48

Useful life of real property held as a financial investment 2011/12 2010/11Years Years

Buildings 10-40 10-40

Notes to Consolidated Financial Statements

2.3.8 Real property held as a financialinvestment: Real property held as a financialinvestment includes land and buildings held toobtain rental income and not for the company´sown production. At Schumag AG parts of the landand buildings held at the company´s headquartersin Aachen are rented out and held as a financial

investment. The valuation of the included buildingsat the time of transfer was effected according toIAS 16. 5. The real property held as a financialinvestment includes land and buildings which arestated in the balance sheet at their acquisition orproduction cost less scheduled depreciation overtheir useful life.

2.3.9 Financial assets: Financial assets arevalued at acquisition cost.

2.3.10 Decreases in value: The book values ofintangible assets, of property, plant and equipmentand of the real property held as a financial invest-ment are reviewed as of each balance sheet date.If there are signs for a decrease in value, an impair-ment test will be carried out. Non-scheduled depreci-ation will be effected if the recoverable amount islower than the book value. If the reasons for thedecrease in value no longer exist, the correspond-ing write-up will be effected (see item 2.4.5).

2.3.11 Leasing: Leasing contracts are classifiedas either finance or operating leases. Leasingagreements in which the Schumag Group acting as a lessee bears all essential chances and risksconnected with the ownership of an asset are trea-ted as finance leases. Assets used within a financelease are recorded at the lower of the fair value of the leased property or the present value of the

minimum lease payments; depreciation then takesplace over the estimated useful life or the shorterperiod of the lease. The leasing contract from asale-and-lease-back transaction is classed as afinance lease. All other leasing agreements inwhich the Schumag Group acts as a lessee areclassed as operating leases. In this case the leasingpayments to be made are expensed on a straight-line basis over the term of the lease. Leasingagreements in which the Group is the lessor and in which it does not transfer all essential chancesand risks connected with the title to an asset tothe lessee are classed as operating leases. The leased asset remains on the Group balance sheetand is subject to scheduled depreciation. Revenuerecognition of the leasing payments received iseffected on a straight-line basis over the term ofthe lease.

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SCHUMAG AG 49

2.3.12 Taxes: Actual tax refund claims and taxliabilities for the current period and earlier periodsare assessed at the amount in which a refund fromthe tax office and/or a payment to the tax office isexpected. The calculation of actual taxes is effectedon the basis of the tax rates and tax laws effectiveas of the balance sheet date in those countrieswhere the Schumag Group earns taxable income.Deferred tax assets are recorded for temporary differences between the values assigned in theIFRS and tax balance sheet of the consolidatedcompanies and for consolidation processes and taxloss carryforwards. Deferred tax assets are set upin the amount of the expected tax burden and/ortax relief of the subsequent fiscal years. The under-lying tax rates are indicated in Note 9. Deferred tax assets are only included when it is sufficientlyprobable that the tax reduction will be realized.Deferred tax assets and deferred tax liabilities areoffset if they relate to income taxes levied by thesame tax authority and if it is intended to offsetthe actual tax liabilities and refund claims on a netbasis or to realize tax claims and tax liabilities atthe same time.

2.3.13 Inventories: Inventories are carried atacquisition cost or production cost. If the marketprices and/or the fair values based on the net realizable values are lower, these values will bestated. The net realizable value corresponds to thesales proceeds realizable in normal transaction lesscosts to sell which can be directly allocated to therespective asset. Acquisition and production costsare determined on the basis of the first-in-first-outmethod (Fifo). Production costs include, in additionto direct costs, an appropriate allocation of over-head cost of material and production using normalutilization of the production plants provided thatsuch costs are incurred in connection with the pro-duction process. General administration costs arealso included provided that they relate to the pro-duction process. Financing costs are included inproduction costs in the event of long-term contractmanufacturing.

2.3.14 Pension provisions: Pension provisionsare determined by means of actuarial calculationsbased on the projected unit credit method withconsideration of expected future compensationand pension adjustments. Actuarial gains or lossesas well as gains and losses from asset ceiling areset off against retained earnings without affectingincome and are shown in the consolidated state-ment of comprehensive income of the Group.Pension commitments in Germany are determinedwith consideration of biometric accounting prin-ciples according to the mortality tables "Richttafeln"2005 G" published by Klaus Heubeck.

2.3.15 Other provisions: Other provisions areset up when there is a present obligation as aresult of a past event and when there is a probableoutflow of resources whose amount can be reliablyestimated. The amount of the provision is the probable amount required to settle the obligation.Provisions are established for certain environmentalmeasures and risks if the measures are necessary asa result of current legal or regulatory obligationsand if the measures do not lead to the capitaliz-ation of assets. The probable amount to settlelong-term obligations is discounted if the effect of discounting is material. In this case, valuation of the provision is done at present value. Interesteffects are shown in the financial result.

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50 Notes to Consolidated Financial Statements

2.3.16 Financial instruments: Financial instru-ments are contracts which give rise to a financialasset in one entity and to a financial liability orequity instrument in another entity. The balancingof financial instruments in connection with a regular-way purchase or sale is effected as of the date ofperformance, i.e. the date on which the asset isdelivered.

Financial assets at Schumag are composed ofcredits granted and receivables as well as liquidfunds. First-time recognition of a financial asset iseffected at the fair value plus transaction costs.Transaction costs incurred in connection with the

purchase of financial assets valued at fair valuewith effect on net income are directly recordedwith effect on net income. Subsequent valuation iseffected according to the assignment of the financialassets to one of the following categories under IAS39 which are subject to different valuation principles:❚ Financial assets valued at fair value with effect

on net income*❚ Financial assets held to maturity*❚ Loans and receivables❚ Financial assets available for sale*❚ Effective derivatives as hedging instruments ** currently not relevant at the Schumag Group

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In the category of "loans and receivables" thetrade accounts receivable, other financial receivablesincluded in other assets as well as liquid fundsare recorded at the Schumag Group. They arevalued at amortized cost.

If objective signs point to a substantial decreasein the value of financial assets, an examinationtakes place to determine if the carrying valueexceeds the present value of the future cash-flows. If this is the case, a valuation allowanceamounting to the difference in value is madeusing a valuation adjustment account, and theloss due to the decrease in value is recorded witheffect on net income. The present value of thefuture cash-flows is discounted at the originaleffective interest rate of the financial asset. If thereasons for the previous valuation adjustmentsno longer exist, the corresponding write-ups are effected by an adjustment of the valuationadjustment account, but not in excess of amor-tized cost.

Financial assets are written off if the contractualrights to payments arising from the financial assetsno longer exist, if the receivables are classed asnon-collectible and if all securities have been utilized or if financial assets are transferred withall essential risks and chances. If a written-offreceivable is later classed as collectible againbecause of an event which occurs after the write-off, the corresponding amount is recognized asincome. An objective sign of a decrease in valueare temporary delays of payments which are noteven eliminated after a demand for payment tothe debtor or which exist due to a legal dispute.

Financial liabilities at Schumag relate to financialdebts, trade accounts payable and other financialliabilities included in Other Liabilities. Financial liabil-ities are assigned to the following categories:

❚ Financial liabilities valued at fair value witheffect on net income

❚ Financial liabilities valued at amortized cost

First-time recognition of the financial liability is effected at the fair value of the consideration re-ceived and/or at the value of the means of paymentreceived less any transaction costs incurred. Subse-quent valuation is effected at amortized cost forthe category of "Financial liabilities valued atamortized cost", otherwise they are valued at thefair value. Financial liabilities are written off if thecontractual liabilities have been paid, cancelled orexpired.

The amortized cost of a financial asset or of afinancial liability is the amount at which a financialasset or a financial liability was valued at the first recording, less any redemption and any non-scheduled depreciation for decrease in value oruncollectible accounts as well as plus or less theaccumulated distribution of any difference betweenthe original amount and the amount repayable uponmaturity (premium), which is distributed over theterm of the financial asset or the financial liabilityusing the effective interest method.

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52 Notes to Consolidated Financial Statements

For short-term receivables and liabilities the amortized cost always corresponds to the nominalamount and/or the repayment amount. The fairvalues shown in the balance sheet usually corre-spond to the market prices of the financial assetsand liabilities. If no fair values are directly availablethese are calculated using recognized valuationmethods and current market parameters. The fairvalue option is not used at the Schumag Group.

Derivative financial instruments are shown attheir current value. The control of financial risks (in particular currency risks) by using derivativefinancial instruments is described in Note 23.

2.3.17 Asset values from reinsurance cover:Asset values from reinsurance cover are stated attheir fair value determined according to actuarialprinciples.

2.3.18 Reporting by segment: According tothe so-called management approach, reporting bysegment is geared to the internal organizationaland reporting structure of Schumag. The data onwhich internal control variables are based are derived from the consolidated financial statementsprepared according to IFRS.

2.4 Essential discretionary decisions,estimations and assumptionsIn the preparation of the consolidated financialstatements the Board of Executive Directors usesdiscretionary decisions, estimates and assumptionsthat affect the reported amount of income, expenses,assets and debts as well as the contingenciesshown in the consolidated financial statements.

The uncertainty connected with these assumptionsand estimates may lead to results, however, which,in future periods, call for considerable adjustments ofthe carrying value of the assets or debts concerned.The assumptions made as of the balance sheet dateare of particular significance with regard to the following items:

2.4.1 Operating lease relationships – Groupas lessor: Schumag has concluded a leasing con-tract for the industrial letting of real property. Ananalysis of the contractual conditions showed thatall relevant chances and risks connected with theownership of the properties let remain with theGroup. The contract is therefore shown in thebalance sheet as an operating lease so that thelet property is recorded under real property held asa financial investment in accordance with IAS 40.

2.4.2 Taxes: Uncertainties exist with regard to the amount and the time of accrual of future tax-able profits. If the actual results deviate from theassumptions made and/or from future changes ofsuch assumptions, it may be necessary to adjustthe already recorded tax revenue and tax expenses.Based on reasonable estimates Schumag sets upprovisions for potential effects of field tax audits.The amount of such provisions is based on variousfactors such as e.g. experience from earlier fieldtax audits and different interpretations of the taxregulations by the taxable company and the taxauthority in charge.

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Deferred taxes are also stated for tax loss carry-forwards. Their realization depends on the futuretaxable profits of the respective company and onthe tax regulations. If there are doubts about the real-ization of tax loss carryforwards, the correspondingvaluation allowances are made for the deferred taxassets in individual cases. Due to the uncertaintyconcerning the time of change in significant shareownership there is great uncertainty about theamount of tax loss carryforwards the balance sheetdate as of which are utilizable in Germany in futurein view of the regulations on the use of tax losscarryforwards in the event of a change of shareowners. Therefore a valuation allowance has beenmade for the determined deferred tax assets. In the meantime this expectation has been confirmedsince more than 50% of the shares were trans-ferred in June 2013.

2.4.3 Pension provisions: The present value of pension obligations is determined by means ofactuarial calculations. In this connection the actu-arial valuation is effected on the basis of variousassumptions. This also includes the determinationof the discount rates as well as estimates of thefuture development of wages and salaries as well

as annuities. Due to the complexity of the valu-ation, the underlying assumptions and their long-term character a defined benefit pension obliga-tion reacts extremely sensitive to changes in theseassumptions. The assumptions made by Schumagwhich are reviewed as of each balance sheet dateare stated in Note 19.

2.4.4 Other provisions: Other provisions alsocover risks resulting from legal disputes and pro-ceedings. In order to determine the amount of the provisions, the facts relating to each case, thesize of the claim, claims awarded in the individualcase and independent expert advice are consideredalong with assumptions regarding the probabilityof a successful claim and the range of possibleclaims. The actual costs can deviate from theseestimates.

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54 Notes to Consolidated Financial Statements

2.4.5 Non-scheduled depreciation (impairments): It is to be determined as of eachbalance sheet date whether or not there are signsfor a potential decrease in the value of intangibleassets and of property, plant and equipment and inthe value of real property held as a financial invest-ment. In addition, the Group determines as ofeach balance sheet date if there are signs for a decrease in the value of financial assets.

In the impairment tests to be carried out in thepresence of signs for decreases in value the balancesheet carrying values of the assets are comparedwith the recoverable amounts of the assets. Therecoverable amount is the higher of the net realiz-able value and the value in use of the asset. Thevalue in use is determined for each individual assetand corresponds to the cash value of the expectedcash flow. If no recoverable amount can be deter-mined at the level of the individual asset, thedetermination will be effected for cash generatingunits to which the corresponding asset is assigned.For the definition of the cash generating units thesegments are used (see Note 4). For the determina-tion of the value in use a pre-tax interest rate cor-responding to market conditions is used. The deter-minations are based on budget calculations andforecasts by the management which usually com-prise a planning period of three years and includeassumptions for short to medium-term marketdevelopments. Cash flow forecasts which exceedthe detailed planning period are calculated on thebasis of suitable growth rates.The estimate of the cash flows and the assumptionsare based on the information available as of therespective balance sheet date and may deviate fromactual developments.Assumptions and estimatesrefer, among other things, to expected proceeds fromproduct sales, to the profitability of an asset, to the discount rate as well as to material and energyprices.

A previously recorded impairment loss is reversedonly if, since the inclusion of the last impairmentloss, a change has resulted in the assumptionsused to determine the recoverable amount. Thewrite-up is limited to the effect that the carryingvalue of an asset must not exceed its recoverableamount nor the carrying value which would haveresulted after consideration of scheduled depreci-ation if no impairment loss had been recorded forthe asset in previous years.

2.5 Effects of new as well as changedaccounting standards

2.5.1 First-time application of IFRS andIFRICFor fiscal year 2011/12 the following IFRS andIFRIC were used for the first time;

Amendments to IFRS 1 "Additional Exemptionsfor First-time Adopters” were published on July 23,2009, included in EU law on June 23, 2010 and areto be applied for the first time to fiscal years start-ing on or after January 1, 2011. On the one handthe changes refer to companies of the petroleumand natural gas sector who change over to IFRSand on the other hand to the reassessment of thedetermination of a leasing relationship.

Amendment to IFRS 1 "Limited Exemptionfrom Comparative IFRS 7 Disclosures for First-TimeAdopters” was published on January 28, 2010,included in EU law on June 30, 2010 and is to beapplied for the first time to fiscal years starting onor after January 1, 2011. By this change first-timeadopters of IFRS are released from providing addi-tional details regarding comparative informationon the fair value valuation and on the liquidityrisks of financial instruments.

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Revised IAS 24 "Related Party Disclosures” waspublished on November 4, 2009, included in EUlaw on July 19, 2010 and is to be applied for thefirst time to fiscal years starting on or after January1, 2011. The revision includes a clarification of thedefinition of related parties as well as a simplifica-tion of the disclosure requirements for government-related entities.

Amendment to IFRIC 14 "Prepayments of aMinimum Funding Requirement” was published onNovember 26, 2009, included in EU law on July 19,2009 and is to be applied for the first time to fiscalyears starting on or after January 1, 2011. Thechange is relevant to those rare cases where com-panies are subject to minimum funding require-ments and make prepayments of contributions in order to fulfil these minimum funding require-ments. In this case companies may state theadvantage of such a prepayment as an asset in the balance sheet.

Improvements to IFRSs (AIP 2010) werepublished on May 6, 2010, included in EU law onFebruary 18, 2011 and are to be applied for thefirst time to fiscal years starting on or after January1, 2011 unless a different ruling is provided in theindividual case. Minor changes are thereby madeto six standards and one interpretation.

Amendments to IFRS 7 "Financial Instruments:Disclosures Transfers of Financial Assets" werepublished on October 7, 2010, included in EU lawon November 22, 2011 and are to be applied forthe first time to fiscal years starting on or after July1, 2011. The changes result in extended disclosurerequirements in connection with the transfer offinancial assets.

The first-time application of the indicated stan-dards and interpretations has no essential effectson the consolidated financial statements.

2.5.2 IFRS and IFRIC so far not consideredThe effects on the consolidated financial state-ments of Schumag of the IFRS and IFRIC standardsso far not applied in fiscal year 2011/12 and/or notrecognized by the European Union were examined.Schumag assumes that the application of the newstandards and/or the changed standards mentionedbelow as well as their interpretations – unless indicated otherwise – will have no essential effectson the consolidated financial statements:

Amendments to IAS 1 "Presentation of Itemsof Other Comprehensive Income” were publishedon June 16, 2011, included in EU law on June 5,2012 and are to be applied for the first time tofiscal years starting on or after July 1, 2012.

Amendments to IAS 19 "Employee Benefits"were published on June 16, 2011, included in EUlaw on June 5, 2012 and are to be applied for thefirst time to fiscal years starting on or after January1, 2013.

IFRIC 20 "Stripping Costs in the Production Phaseof Surface Mine" was published on October 19,2011, included in EU law on December 11, 2012and is to be applied for the first time to fiscal yearsstarting on or after January 1, 2013.

Amendments to IAS 12 "Deferred tax: Recoveryof Underlying Assets” were published on December20, 2010 and included in EU law on December 11,2012. The directive enters into force on the third dayafter its publication in the official gazette of theEuropean Union. Publication in the official gazettetook place on December 29, 2012.

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56 Notes to Consolidated Financial Statements

IFRS 10 "Consolidated Financial Statements" waspublished on May 12, 2011, included in EU law onDecember 11, 2012 and is to be applied for thefirst time to fiscal years starting on or after January1, 2014.

IFRS 11 "Joint Arrangements" was published onMay 12, 2011, included in EU law on December 11,2012 and is to be applied for the first time to fiscalyears starting on or after January 1, 2014.

IFRS 12 "Disclosures of Interests in Other Entities"was published on May 12, 2011, included in EU lawon December 11, 2012 and is to be applied for thefirst time to fiscal years starting on or after January1, 2014.

IFRS 13 "Fair Value Measurement" was publishedon May 12, 2011, included in EU law on December11, 2012 and is to be applied for the first time tofiscal years starting on or after January 1, 2013.

IAS 27 "Separate Financial Statements" waspublished on May 12, 2011, included in EU law on December 11, 2012 and is to be applied for thefirst time to fiscal years starting on or after January1, 2014.

IAS 28 "Investments in Associates and Joint Ven-tures" was published on May 12, 2011, included inEU law on December 11, 2012 and is to be appliedfor the first time to fiscal years starting on or afterJanuary 1, 2014.

Amendments to IFRS 1 "Severe Hyperinflationand Removal of Fixed Dates for First Time Adopters”were published on December 20, 2010 and inclu-ded in EU law on December 11, 2012. The directiveenters into force on the third day after its publica-tion in the official gazette of the European Union.Publication in the official gazette took place onDecember 29, 2012.

Amendments to IFRS 7 "Disclosures – Offset-ting Financial Assets and Financial Liabilities" werepublished on December 16, 2011, included in EUlaw on December 13, 2012 and are to be applied

for the first time to fiscal years starting on or afterJanuary 1, 2013.

Amendments to IAS 32 "Offsetting FinancialAssets and Financial Liabilities" were published onDecember 16, 2011, included in EU law on Decem-ber 13, 2012 and are to be applied for the firsttime to fiscal years starting on or after January 1,2014.

Amendments to IFRS 1 "Government Loans”were published on March 13, 2012, included in EUlaw on March 4, 2013 and are to be applied for thefirst time to fiscal years starting on or after January1, 2013.

Annual Improvements to IFRSs 2009-2011were published on May 17, 2012, included in EUlaw on March 27, 2013 and are to be applied forthe first time to fiscal years starting on or afterJanuary 1, 2013.

Amendments to IFRS 10, IFRS 11 and IFRS 12"Transition Guidance” were published on June 28,2012, included in EU law on April 4, 2013 and areto be applied for the first time to fiscal years start-ing on or after January 1, 2014.

❚ 3. ACQUISITIONS / DIVESTITURES

In fiscal year 2011/12 no company acquisitionstook place. In addition, there were no discontinuedoperations.

The joint venture Schumag Green Energy GmbH &Co. KG which had been formed in fiscal year2010/11 was shown at acquisition cost as of September 30, 2011. Schumag AG sold its limitedpartner's share in the joint venture (49%) effectiveas of March 31, 2012.

Acquisitions or divestitures are currently not planned.

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For corporate control purposes the Group is organ-ized in segments according to products. Services areof secondary significance. The allocation of assetsand depreciation to segments is effected accordingto the economic power. Assets which are shared bythe segments are assigned according to their pro-rata use. Due to the internal organizational andreporting structure the following segments resultaccording to IFRS 8:

The segment of precision engineering produceshigh-precision automotive parts, components forprecision measuring and indicating equipment,precision axles for a wide range of householdappliances, components for medical and optical

equipment, standard precision parts for injectionmoulding and pressure die-casting as well as precision parts in small lot sizes manufacturedaccording to the customers' drawings.

In the segment of plant engineering the produc-tion of components for the energy sector takesplace, in particular for oil and gas supply systemsas well as power plants and nuclear power stations.

Business activities which cannot be assigned to any other segment are shown under Other segments. These currently include activities connected with the real property held as a financial investment (see Note 13).

Segments Precision Systems Other Group2011/12 (TEUR) engineering engineering segments

Net sales 57,293 141 0 57,434

EBITDA 3,259 -1,469 639 2,429

EBIT 800 -1,644 573 -271

EBT -414 -1,916 -24 -2,354

Capital expenditure 1,426 145 0 1,571

Depreciation/Amortization 2,459 175 66 2,700

Non-current assets 20,973 3 4,158 25,134

Average number of employees 644 3 0 647

Segments Precision Systems Other Group2010/11 (TEUR) engineering engineering segments

Net sales 55,381 3,798 0 59,179

EBITDA 4,115 -1,991 144 2,268

EBIT 1,524 -2,174 71 -579

EBT 267 -2,460 -29 -2,222

Capital expenditure 2,344 168 0 2,512

Depreciation/Amortization 2,591 183 73 2,847

Current assets 22,791 631 4,224 27,646

Average number of employees 604 2 0 606

❚ 4. REPORTING BY SEGMENT

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In fiscal year 2011/12 more than 10% of Groupsales were realized with three customers (previousyears: two) of the segment of precision engineer-ing. Customer sales amount to TEUR 10,626 (previous year 9,687), TEUR 6,983 (previous yearTEUR 7,860) and TEUR 6,318 (previous year5,710).

An essential key for the control of the segments by the Board of Executive Directors is the figure ofearnings before interest and tax (EBIT).

An aggregation of segments did not take place.

58

An amount of TEUR 23,446 (previous year TEUR26,114) of the non-current assets is allotted to Germany and TEUR 1,688 (previous year TEUR1,532) to Romania.

The following impairment losses are included in theGroup income statement:

Notes to Consolidated Financial Statements

Impairment losses Precision Systems Group2011/12 (TEUR) engineering engineering

on intangible assets and property, plant & equipment 154 116 270

on accounts receivable and other assets 132 242 374

286 358 644

Impairment losses Precision Systems Group2010/11 (TEUR) engineering engineering

on intangible assets and property, plant & equipment 222 156 378

on accounts receivable and other assets 269 743 1,012

491 899 1,390

Location 2011/12 2010/11

TEUR % TEUR %

Germany 21,811 38.0 23,016 38.9

Remaining EU countries 12,159 21.2 12,159 20.6

Other Europe 912 1.6 586 1.0

North America 17,615 30.6 18,641 31.5

Latin America 12 0.0 26 0.0

Asia 4,925 8.6 4,751 8.0

57,434 100.0 59,179 100.0

Breakdown of net sales by regions

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❚ 5. OTHER OPERATING INCOME

❚ 6. PERSONNEL EXPENSES

2011/12 2010/11

TEUR TEUR

Wages and salaries 22,751 21,214

Social security contributions and retirement benefit expenses and welfare benefits 4,853 4,616

thereof retirement benefit expenses 263 358

27,604 25,830

2011/12 2010/11

TEUR TEUR

Rental income 1,297 1,625

Foreign currency gains 270 243

Income from the write-off of liabilities 265 848

Income from refund of costs 219 233

Income from surrender values 100 49

Income from the reversal of provisions 74 113

Subsidies from the German Empl. Agency (part-time employment prior to retirement) 16 299

Other 233 351

2,474 3,761

Notes to Consolidated Financial Statements

Rental income includes in particular income fromthe letting to SMS Schumag. of the real propertyheld as a financial investment.

Foreign currency gains include gains fromforeign currency items as well as from the valuationof receivables and payables in foreign currency atthe exchange rate effective on the balance sheetdate.

Income from the write-off of accounts pay-able refers in particular to commitments from thesocial compensation plan as well as old liabilitiesfrom the area of plant engineering.

Income from refund of costs mainly refers toservices rendered to SMS Schumag at the locationof Aachen.

Income from surrender values results from rein-surance contracts which do not represent qualifiedinsurance policies in terms of IAS 19.

Other income includes income from fixed assetdisposals, income from the retransfer of valuationallowances as well as a large number of otheritems.

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Average number of employees

2011/12 2010/11

Hourly workers 513 479

Salaried employees 109 103

Apprentices 25 24

647 606

❚ 7. OTHER OPERATING EXPENSES

2011/12 2010/11

TEUR TEUR

Consulting fees 1,639 2,433

Maintenance 1,476 1,661

Leasing and rental costs 972 1,679

Insurance costs 542 458

Other services purchased 509 585

Top-up payments for part-time employment prior to retirement 430 0

Foreign currency losses 390 309

Allowance for accounts receivable and other assets 374 1,012

Factoring 322 847

IT costs 320 407

Travel expenses 120 293

Other 2,594 2,829

9,688 12,513

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62 Notes to Consolidated Financial Statements

The decrease in consulting fees is largely due to thefact that compared with the previous year, no morecosts and/or a considerably smaller amount of costswere incurred in connection with the financing aswell as marketing of the new segment of renewableenergies.

Other services purchased refer in particular totemporary staff in the technical administration areaas well as security services.

Expenses for top-up payments for part-timeemployment prior to retirement include top-uppayments for expected future agreements on part-time employment prior to retirement for which provisions have to be set up.

Foreign currency losses include losses from foreigncurrency items as well as from the valuation of receivables and liabilities in foreign currency at theclosing rate effective on the balance sheet date.

The valuation allowance for accounts receivableand other assets includes in particular the valu-ation allowances associated with the joint venture ofSchumag Green Energy GmbH & Co. KG. Due to thedissolution of the joint venture which took place as a consequence of controversial views of the limitedpartners concerning the business policy, allowanceswere made for accounts receivable arising from theprefinancing of the joint venture. The impairmentloss affects the segment of plant engineering with an amount of TEUR 242 (previous year TEUR 734)and the segment of precision engineering with anamount of TEUR 132 (previous year 278).

Other expenses include further administration andselling expenses not related to certain contracts.

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Interest and similar expenses include financingcosts for pension commitments amounting to TEUR955 (previous year 859) (see also Note 19).

Total interest income as well as total interestexpense for financial assets or liabilities which arenot valued with effect on income at the fair valuebreak down as follows:

2011/12 2010/11

TEUR TEUR

Other interest and similar income 154 23

Interest and similar expenses -2,237 -1,666

Financial result -2,083 -1,643

2011/12 2010/11

TEUR TEUR

Total interest income 123 12

Total interest expense 1,112 593

❚ 8. FINANCIAL RESULT

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Effective from January 1, 2008 a corporate incometax of 15% and thereon a solidarity surcharge of5.5% is uniformly levied on distributed and retainedearnings. In addition to corporate income tax,income generated in Germany is subject to tradeincome tax. This varies as a function of the munici-pality in which the company is located. The rate forSchumag AG as well as for Schumag BR Energy

GmbH amounts to 15.575% so that for both companies deferred taxes are included at 31.4% (previous year 31.4%).

Income generated by foreign Group companies istaxed at the income tax rates applicable in therespective countries of domicile. For foreign Groupcompanies, deferred taxes are calculated using thefollowing tax rates applicable in the individualcountries of domicile:

Notes to Consolidated Financial Statements

2011/12 2010/11

TEUR TEUR

Actual taxes

Schumag AG -12 99

Foreign subsidiaries 0 0

-12 99

thereof for previous years -12 99

Deferred taxes

Tax expenses 1,111 597

Tax income -702 -1,954

409 -1,357

Taxes shown in the Group statement of income 397 -1,258

2011/12 2010/11

% %

Romania 16 16

Taxes shown in the Group income statement break down as follows:

❚ 9. TAXES

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The assessment of the probability of reversal of the differences in valuation and the use of tax losscarryforwards are decisive for the assessment ofthe value of the deferred tax assets. This dependson the accrual of future taxable profits during theperiods in which valuation differences are reversedand tax loss carryforwards can be claimed. The

option to use tax loss carryforwards is cancelled in the event of a change in shareholders. Based onexperience and the expected development of taxableincome, it is assumed that the advantages of deferred tax assets can be realized.

The direct set-off of actuarial profits or lossesagainst revenue reserves results in deferred taxesdirectly recorded under Other income amountingto TEUR 1,169 (previous year TEUR -459).

Deferred taxes result from the following temporarydifferences between the valuation of assets andliabilities according to IFRS and for tax purposes:

Deferred tax assets Deferred tax liabilities

30-9-2012 30-9-2011 30-9-2012 30-9-2011

TEUR TEUR TEUR TEUR

Intangible assets 385 605 0 0

Property, plant and equipment 90 98 4,135 4,350

Inventories and accounts receivable 332 347 19 39

Pension provisions 2,140 1,018 0 0

Other provisions and liabilities 1,474 1,460 0 0

Tax loss carryforwards 7,001 5,922 0 0

Other 0 0 13 28

Valuation allowance for deferred taxes -7,386 -5,922 0 0

thereof tax loss carryforwards -7,001 -5,922 0 0

Gross value 4,036 3,528 4,167 4,417

Netting -3,819 -2,697 -3,819 -2,697

Balance sheet value 217 831 348 1,720

Deferred tax expense Deferred tax revenue

2011/12 2010/11 2011/12 2010/11

TEUR TEUR TEUR TEUR

Intangible assets 605 0 0 -605

Property, plant and equipment 135 424 -345 -81

Inventories and accounts receivable 62 35 -65 -294

Pension provisions 47 2 0 0

Other provisions and liabilities 262 123 -277 -974

Other 0 13 -15 0

1,111 597 -702 -1,954

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66

Tax liabilities basically refer to assessed taxes on income.

Notes to Consolidated Financial Statements

In Germany tax losses may be carried forwardindefinitely but can be set off against generatedincome only to a limited extent. Essential foreigntax loss carryforwards do not exist. For domestictax loss carryforwards of TEUR 22,296 (previousyear TEUR 18,860) valuation allowances were provided as of September 30, 2012.

Tax reconciliationThe tax expense resulting from the application ofthe tax rate of Schumag AG of 31.4% (previousyear 31.4%) can be reconciled to the reported taxas follows:

30-9-2012 30-9-2011

TEUR TEUR

Short-term tax liabilties 1 179

2011/12 2010/11

TEUR TEUR

Income before tax -2,354 -2,222

Expected tax expense (tax rate of Schumag AG) -739 -698

Tax effects from non-deductible expenses and tax-exempt income 5 -1,455

Tax effect from deviating foreign tax rates -15 -57

Deferred taxes due to accrual and/or reversal of temporary differences 0 -741

Deferred taxes due to tax loss carryforwards so far not taken into account -495 -814

Valuation allowance for deferred taxes 1,668 814

Deferred taxes not stated 0 1,654

Non-periodic effects -58 99

Other tax effects 31 -60

Reported tax 397 -1,258

Tax rate -16.9% 56.6%

Tax liabilities

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SCHUMAG AG 67

❚ 10. EARNINGS PER SHARE

2011/12 2010/11

Group income after taxes (in TEUR) -2,751 -964

Weighted number of shares issued on average 4,000,000 4,000,000

Earnings per share according to IFRS (in EUR) -0.69 -0.24

There were no dilution effects.

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❚ 11. INTANGIBLE ASSETS

Development 2011/12 Software

TEUR

Acquisition costs

Balance as of 1-10-2011 1,437

Exchange differences -1

Additions 186

Disposals 265

Balance as of 30-9-2012 1,357

Amortization

Balance as of 1-10-2011 671

Exchange differences -1

Additions scheduled 166

Additions non-scheduled 264

Disposals 266

Balance as of 30-09-2012 834

Net book value as of 30-9-2012 523

Development 2010/11 Software

TEUR

Acquisition costs

Balance as of 1-10-2010 1,379

Exchange differences 0

Additions 69

Disposals 11

Balance as of 30-9-2011 1,437

Amortization

Balance as of 1-10-2010 307

Exchange differences 0

Additions scheduled 151

Additions non-scheduled 222

Disposals 9

Balance as of 30-9-2011 671

Net book value as of 30-9-2011 766

Notes to Consolidated Financial Statements

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SCHUMAG AG 69

Goodwill as well as self-constructed assets have sofar not been shown in the balance sheet.

The stated non-scheduled depreciation refers to the item of depreciation in the consolidatedincome statement. In the division of precision

engineering the expected useful value wasdeducted for depreciation. Intangible assets inplant engineering were fully depreciated.

❚ 12. PROPERTY, PLANT AND EQUIPMENT

Development 2011/12 Land and Machinery and Factory and Advance Totalbuildings technical office payments

equipment equipment and constr, in progress

TEUR TEUR TEUR TEUR TEUR

Acquisition cost

Balance as of 1-10-2011 13,059 23,003 7,158 2,734 45,954

Exchange differences -71 -14 -20 0 -105

Additions 91 566 462 266 1,385

Disposals 0 226 503 0 729

Transfers 2,577 0 0 -2,577 0

Balance as of 30-9-2012 15,656 23,329 7,097 423 46,505

Depreciation

Balance as of 1-10-2011 2,314 18,177 4,768 156 25,415

Exchange differences -11 -6 -15 0 -32

Additions scheduled 388 1,126 684 0 2,198

Additions non-scheduled 0 6 0 0 6

Disposals 0 196 440 0 636

Balance as of 30-9-2012 2,691 19,107 4,997 156 26,951

Net book value as of 30-9-2012 12,965 4,222 2,100 267 19,554

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70 Notes to Consolidated Financial Statements

Development 2010/11 Land and Machinery and Factory and Advance Totalbuildings technical office payments

equipment equipment and constr, in progress

TEUR TEUR TEUR TEUR TEUR

Accquisition cost

Balance as of 1-10-2010 13,192 21,769 7,123 2,065 44,149

Exchange differences -18 -1 -5 0 -24

Additions 0 1,462 291 675 2,428

Disposals 115 233 251 0 599

Transfers 0 6 0 -6 0

Balance as of 30-9-2011 13,059 23,003 7,158 2,734 45,954

Depreciation

Balance as of 1-10-2010 2,095 17,134 4,254 0 23,483

Exchange differences -3 -1 -3 0 -7

Additions scheduled 337 1,180 728 0 2,245

Additions non-scheduled 0 0 0 156 156

Disposals 115 136 211 0 462

Balance as of 30-9-2011 2,314 18,177 4,768 156 25,415

Net book value as of 30-9-2011 10,745 4,826 2,390 2,578 20,539

Property, plant and equipment include 15 leasedproduction machines (previous year 13) for the precision engineering division the beneficialownership of which is to be assigned to the Group as the lessee.

Acquisition cost and the net book value of the leased property, plant and equipment are statedbelow:

30-9-2012 30-9-2011

Acquisition Net book Acquisition Net bookcost value cost value

TEUR TEUR TEUR TEUR

Machinery and technical equipment 1,476 762 1,259 871

Factory and office equipment 32 28 0 0

1,508 790 1,259 871

The corresponding liabilities from financing leasesare explained in Note 24.

Property, plant and equipment of the precisionengineering division sold in December 2010 withinthe scope of a sale-and-lease-back transaction, arecontinued to be stated under property, plant andequipment because in this case again the beneficial

ownership is to be assigned to the Group as thelessee. The corresponding liabilities from financingleases are explained in Note 21.

Non-scheduled depreciation is stated in the Groupincome statement in the item of depreciation.

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SCHUMAG AG 71

❚ 13. INVESTMENT PROPERTY

Development 2011/12

TEUR

Acquisition/production cost

Balance as of 1-10-2011 4,804

Additions 0

Balance as of 30-9-2012 4,804

Amortization & Depreciation

Balance as of 1-10-2011 580

Additions 66

Balance as of 30-9-2012 646

Net book value as of 30-9-2012 4,158

Development 2010/11

TEUR

Acquisition/production cost

Balance as of 1-10-2010 4,804

Additions 0

Balance as of 30-9-2011 4,804

Amortization & Depreciation

Balance as of 1-10-2010 507

Additions 73

Balance as of 30-9-2011 580

Net book value as of 30-9-2011 4,224

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72

The investment property stems from a change of use of company real property in fiscal year2008/09. Based on an expert opinion datedNovember 8, 2012 a total fair value which is higher than the stated acquisition and productioncost amounting to TEUR 4,599 was determinedwhich takes the pro rata land use in relation to the built-upon area into account. The value of theunderlying expert opinion has been determined byan officially appointed and sworn expert (HypZert)using the income approach and assuming an interest rate of 8.25%.

The letting of the property results in rental incomeamounting to TEUR 1,239 (previous year TEUR

1,321) as well as directly attributable operatingexpenses of TEUR 638 (previous year 725) (seealso Note 24).

❚ 14. FINANCIAL ASSETS

The financial assets include only the investmentbook value of Schumag AG in the joint ventureSchumag Green Energy GmbH & Co. KG as of September 30, 2011. The limited partner's shares in the joint venture were sold at their nominalvalue effective as of March 31, 2012.

❚ 15. INVENTORIES

30-9-2012 30-9-2011

TEUR TEUR

Raw materials and factory supplies 2,293 2,218

Work in progress 7,064 6,565

Finished goods and merchandise 4,526 5,009

Advance payments 7 4

13,890 13,796

Notes to Consolidated Financial Statements

In the reporting period inventories amounting toTEUR 20,449 (previous year TEUR 23,874) wereexpensed.

Decreases in the value of inventories increased the cost of materials in the precision engineeringdivision by TEUR 228 (previous year TEUR 389).

On the balance sheet date inventories amountingto a total of TEUR 12,126 (previous year TEUR11,328) had been pledged as security within thescope of a transfer of storage ownership by way of security.

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SCHUMAG AG 73

❚ 16. TRADE RECEIVABLES AND OTHER ASSETS

30-9-2012 30-9-2011thereof thereof

short-term short-term

TEUR TEUR TEUR TEUR

Receivables against participations 0 0 82 82

Deferred items 235 214 265 218

Other assets 3,583 2,922 3,459 2,235

3,818 3,136 3,806 2,535

Other assets

Book value

neither overdue overdue overdue overdue overdue overdue declined nor up to 31 to 60 61 to 90 91 to 180 181 to 360 more than

overdue 30 days days days days days 360 days

TEUR TEUR TEUR TEUR TEUR TEUR TEUR TEUR

30-9-2012 2,683 2,035 473 141 21 13 0 0

30-9-2011 6,802 5,537 763 75 262 165 0 0

As of the balance sheet date, trade receivables are as follows:

Other assets do not include valuation allowance nor are they past due.

Composition of other assets:

not declined in value

30-9-2012 30-9-2011

TEUR TEUR

Receivables due from factoring company 1,114 815

Security deposits 969 933

Asset values reinsurance cover 668 648

Amounts due from employees 318 310

Pledged cash in banks 225 225

Tax refund claims 108 95

Other 181 433

3,583 3,459

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74 Notes to Consolidated Financial Statements

Receivables due from the factoring companyare based on receivables sold as of the balancesheet date amounting to TEUR 7,246 (previousyear TEUR 4,912). To secure the material conti-nued existence of the receivables a land chargeamounting to TEUR 3,000 (previous year TEUR3,000) as well as inventories amounting toTEUR 12,126 (previous year TEUR 11,328) havebeen provided as security for the factoring com-pany within the scope of a security poolingagreement.

Security deposits refer in particular to liabilitiesfrom leasing contracts.

Asset values from reinsurance cover do notrepresent qualified insurance policies accordingto the terms of IAS 19.

Pledged cash in banks serves to secure indivi-dual bank guarantees.

Tax refund claims include in particular VATrefund claims.

Valuation allowances developed as follows:

Valuation allowances for 2011/12 2010/11

trade receivables TEUR TEUR

Balance as of 1.10. 299 150

Addition with effect on net income 183 240

Retransfer with effect on net income -20 -90

Utilization without effect on net income -212 -1

Balance as of 30.9. 250 299

Valuation allowances for 2011/12 2010/11

other assets TEUR TEUR

Balance as of 1.10. 213 0

Addition with effect on net income 191 772

Retransfer with effect on net income 0 0

Utilization without effect on net income -191 -559

Balance as of 30.9. 213 213

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SCHUMAG AG 75

Bank balances bear interest at variable interestrates for money at call.

30-9-2012 30-9-2011

TEUR TEUR

Cash in banks 636 1,142

Cash on hand 8 5

644 1,147

❚ 17. LIQUID FUNDS

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76 Notes to Consolidated Financial Statements

The shareholders' equity consists exclusively of theequity held by the owners of the parent company.

Subscribed capitalThe fully paid-in share capital of Schumag AGamounts to EUR 10,225,837.62 and is divided into4,000,000 individual share certificates. The sharesare payable to bearer.

Capital reservesThe capital reserve of Schumag AG includes premiums from capital increases.

Generated shareholders' equityThe difference between the historical exchangerates at the time of acquisition and the rate usedto translate equity of a company as of the balancesheet date is recorded separately in equity as currency translation and is shown as affecting netincome only upon the disposal of a company.

Retained earnings include an unchanged legal reserve amounting to EUR 511,291.88 as of September 30, 2012.

The offsetting of actuarial profits and lossesagainst retained earnings developed as follows:

❚ 18. SHAREHOLDERS' EQUITY

2011/12 2010/11

TEUR TEUR

Balance as of 1.10. 771 -231

Actuarial gains/losses with defined benefit pension obligations -3,722 -1,461

Deferred taxes 1,169 -459

Change -2,553 1,002

Balance as of 30.9. -1,782 771

The consolidated balance sheet deficit includes group results accumulated in prior years.

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SCHUMAG AG 77

Other results after taxes

30-9-2012 Currency Retained Totaltranslation earnings

TEUR TEUR TEUR

Differences from foreign currency translation of foreign business establishments -66 0 -66

Losses from asset ceiling of defined benefit pension obligations 0 182 182

Actuanal profits from defined benefit pension obligations after taxes 0 -2,553 -2,553

Other results after taxes -66 -2,371 -2,437

attributable to the owners of the parent company

30-9-2011 Currency Retained Totaltranslation earnings

TEUR TEUR TEUR

Differences from foreign currency translation of foreign business establishments -15 0 -15

Losses from asset ceiling of defined benefit pension obligations 0 -118 -118

Actuanal profits from defined benefit pension obligations after taxes 0 1,002 1,002

Other results after taxes -15 884 869

attributable to the owners of the parent company

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78 Notes to Consolidated Financial Statements

Capital managementThe most important aims of the capital managementof Schumag AG are to secure the continued exist-ence of the company, to obtain a reasonable mini-mum interest on the capital employed, to obtaina high rating of its credit standing and to create sufficient liquidity reserves.With consideration of allinterested parties involved (shareholders, employeesand other stakeholders) these aims are to be achievedin particular by a reduction of the cost of capital, anoptimization of the capital structure and the use ofan effective risk management.

In the past fiscal year as well as during the period ofpreparation of the financial statements the capital

management continued to concentrate on the maintenance of the required liquidity. This was inparticular accomplished by the sale of assets.

In addition, we are looking for further financingoptions and discuss a large number of differentforms of financing which are to secure the continuedneed for capital.

The economic equity currently corresponds to thebalance sheet equity.As of September 30, 2010 thecapital ratio decreased, in particular due to theresult, from 26% to 18%.

❚ 19. PENSION PROVISIONS

In addition to government pension schemes theemployees of Schumag AG who joined the companybefore January 1, 1994 are entitled to benefitsbased on the company pension benefit plan ofJanuary 1, 1994. Benefits depend on years of service.In addition, special pension commitments exist forformer members of the Board of Executive

Directors. Company pension commitments arefinanced by pension provisions. The valuation using the projected unit credit method accordingto IAS 19 was carried out under the followingassumptions:

Assumptions used to determine the defined benefit obligation(weighted average)

30-9-2012 30-9-2011

% %

Interest rate 3.60 5.40

Projected pension increase 1.50 1.50

The projected increase of wages and salaries is notreported due to the pension regulations. Sicknesscosts of employees are not stated.

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SCHUMAG AG 79

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80

2011/12 2010/11

TEUR TEUR

Present value of future pension entitlements as of 1.10. 18,396 20,134

Current service cost 56 64

Past service cost 159 204

Interest expense 955 859

Pension benefits paid -1,414 -1,404

Actuarial gains/losses 3,722 -1,461

Present value of future pension entitlements as of 30.9. 21,874 18,396

Notes to Consolidated Financial Statements

Since the introduction of the offsetting of actuarialgains and losses against retained earnings actuariallosses amounting to a total of TEUR 2,598 (previousyear gains of TEUR 1,124) were recorded underother results, not taking deferred taxes intoaccount.

The issue of a comfort letter in favour of theemployees transferred to SMS Schumag within the disposal of the mechanical engineering divisionwith regard to the transferred pension claimsresults in contingent liabilities for Schumag AG.We regard the probability of implementation of the

comfort letter as low due to the current creditstanding of the purchaser of the mechanical engineering division. We are currently unable toidentify any signs that would call for a differentassessment.

The future pension entitlements partly comparewith assets from insurance policies which – in so far as these are classed as qualified insurancepolicies according to IAS 19 – are shown as pension assets (plan assets).

Development of plan assets / of the non-financed pension obligation

2011/12 2010/11 2009/10 2008/09 2007/08

TEUR TEUR TEUR TEUR TEUR

Fair value of plan assets on 1.10. 678 686 446 505 69

Expected return on plan assets 19 48 30 22 -10

Employer's contributions 69 62 23 133 690

Effects from asset ceiling 182 -118 187 -214 -244

Fair value of plan assets on 30.09. 948 678 686 446 505

Presented value of future pension entitlements as of 30.09. 21,874 18,396 20,134 19,005 19,068

Pension provisions 20,926 17,718 19,448 18,559 18,563

Development of the defined benefit obligation

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SCHUMAG AG 81

Financing of plan assets exists only for specialcovenants. In the next fiscal year the employer'scontributions to plan assets for existing contractsare expected to amount to TEUR 69.

Expected earnings from plan assets amount toTEUR 20.

Payments expected to be made for fiscal year2012/13 resulting from pension obligations as ofSeptember 30, 2012 amount to TEUR 1,436.

Composition of expenses for pension benefits

2011/12 2010/11

TEUR TEUR

Current service cost 56 64

Expenses arising from commitments from fast service 159 204

Interest expense 955 859

Expected earnings from plan assets -19 -48

Expenses for pension benefits 1,151 1,079

2011/12 2010/11

TEUR TEUR

Personnel expenses 215 268

Financial result 936 811

Expenses for pension benefits 1,151 1,079

Expenses were recorded in the consolidated income statement in the following items:

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82

Provisions for orders comprise contingent losses and warranties. Valuation is effected on the basis of empirical values.

Provisions for legal commitments include the expected litigation costs for a lawsuit in whichSchumag is sued for the payment of fees from aterminated consulting agreement for the segmentof renewable energies. In the reporting year provisions for litigation costs were reversed which had still been expected in the previous year for the proceedings at the conciliation board versus Schumag AG and others which

were terminated due to a decision of the CologneRegional Court of September 1, 2008 which has inthe meantime become final and absolute and dueto the rejection of the immediate complaint of apetitioner by a decision of the Düsseldorf RegionalAppeal Court of September 29, 2010.

Other provisions include in particular provisionsconnected with the examination and preparationof the annual financial statements.

❚ 20. OTHER PROVISIONS

Provisions Provisions Other Totalfor orders for legal

commitmentsTEUR TEUR TEUR TEUR

Balance as of 30-9-2011 976 11 363 1,350

Additions 1,473 15 207 1,695

Utilization -958 0 -282 -1,240

Reversals -18 -11 -45 -74

Balance as of 30-9-2012 1,473 15 243 1,731

thereof short-term 1,473 15 234 1,722

thereof long-term 0 0 9 9

Notes to Consolidated Financial Statements

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SCHUMAG AG 83

30-9-2012 30-9-2011thereof thereof

short-term short-term

TEUR TEUR TEUR TEUR

Liabilities to banks 2,055 1,505 950 200

Liabilities from finance leases (Sale-and-Lease-back) 2,242 722 2,875 633

Liabilities from finance leases (other) 493 430 804 486

Other loans 0 0 247 247

4,790 2,657 4,876 1,566

❚ 21. LIABILITIES

Liabilities to banks include a fixed interest bearing amortizing loan in a nominal amount ofTEUR 1,000 at an interest rate of 10% p.a. which isrepaid quarterly with amounts of TEUR 50. In addi-tion, an overdraft facility amounting to TEUR 1,000million with a term until December 31, 2012 wasavailable to Schumag AG for which the interestrate amounted to 8% p. a. and the commitmentfee to 0.5% p. a. In December 2012 the overdraftfacility was prolonged until the end of June 2013.In April 2013 as well as in July 2013 partial prolon-gations were granted until the end of July 2013and/or the end of August 2013. The overdraft facility was returned as scheduled until August 31,2013. A land charge amounting to TEUR 3,000

(previous year TEUR 3,000) as well as inventoriesamounting to TEUR 12,126 (previous year TEUR11,328) have been provided as security within thescope of a security pooling agreement. In addition,an overdraft facility amounting to TEUR 500 withan interest rate of 1 month Euribor plus 3.5% and a term until June 27, 2013 was available toSchumag Romania. The overdraft facility was prolonged in June 2013 for an open-end term.A land charge amounting to TEUR 650 has beenprovided as security. The collateral takers are entitled to realize the security after setting a reason-able time-limit if an important reason exists forthis, in particular if Schumag fails to meet its due obligations from the credit agreements.

30-9-2012

Less than 1 year 1 to 5 years Total

TEUR TEUR TEUR

Mininum leasing rate 978 1,712 2,690

Interest share 256 192 448

Leasing liability 722 1,520 2,242

Liabilities from finance leases (sale-and-lease-back)

Financial liabilities

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84 Notes to Consolidated Financial Statements

Liabilities from finance leases (others) result from 15 plants (previous year 13) within theproperty, plant and equipment which constitutebeneficial ownership within the scope of a financinglease (see Note 12).

Other loans as of September 30, 2011 include aloan granted by the former joint venture partnerMax Walk & Willy Lehmann Kraftfahrzeuge-Land-maschinen GmbH. This loan was repaid on January20, 2012. The interest rate amounted to 6% p.a.

Liabilities from finance leases (sale-and-lease-back) result from the sale-and-lease-backtransaction carried out in December 2010 withregard to the sold property, plant and equipmentof the precision engineering division (see Note 12).

Schumag is no longer the legal owner of this prop-erty, plant and equipment. The liabilities fromfinancing leases (sale-and-lease-back) are securedby a land charge amounting to TEUR 1,000.

30-9-2011

Less than 1 year 1 to 5 years Total

TEUR TEUR TEUR

Mininum leasing rate 979 2,690 3,669

Interest share 346 448 794

Leasing liability 633 2,242 2,875

30-9-2012

Less than 1 year 1 to 5 years Total

TEUR TEUR TEUR

Mininum leasing rate 447 64 511

Interest share 17 1 18

Leasing liability 430 63 493

30-9-2011

Less than 1 year 1 to 5 years Total

TEUR TEUR TEUR

Mininum leasing rate 519 330 849

Interest share 33 12 45

Leasing liability 486 318 804

Liabilities from finance leases (others)

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SCHUMAG AG 85

Other liabilities are composed as follows:

30-9-2012 30-9-2011

TEUR TEUR

up to 1 year 2,657 1,566

1 to5 years 2,133 3,310

4,790 4,876

30-9-2012 30-9-2011thereof thereof

short-term short-term

TEUR TEUR TEUR TEUR

Advance payments received 0 0 20 20

Tax liabilities 419 419 277 277

Liabilities to personnel 3,550 2,964 4,224 3,009

Liabilities within the scope of social security 324 304 595 595

Accruals/Deferrals 583 500 1,083 500

Other 484 389 932 807

5,360 4,576 7,131 5,208

Maturities of financial liabilities

30-9-2012 30-9-2011

TEUR TEUR

up to 1 year 3,912 5,567

1 to5 years 200 0

4,112 5,567

Maturities of trade accounts payable

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86 Notes to Consolidated Financial Statements

Tax liabilities mainly refer to wage tax and valueadded tax for the month of September.

Liabilities to personnel mainly include person-nel costs for commitments under the pre-retirementpart-time scheme, residual obligations arising fromthe social compensation plan as well as anniversary,holiday and year-end bonuses.

The liabilities arising from the pre-retirement part-time compensation scheme are secured by a bankguarantee in the amount of the statutory obligation.

As of September 30, 2012 guarantee credit linespromised with binding effect were available to Schumag AG in an amount of TEUR 1,500 (previous year TEUR 1,500). The utilization of thiscredit line amounted to TEUR 1,439 (previous yearTEUR 1,439). To secure the granted guarantee credit lines pledged bank balances amounting to TEUR 225 (previous year TEUR 225) serve assecurity.

Accruals/Deferrals only includes future rentalincome paid in advance.

All other liabilities are without interest.

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SCHUMAG AG 87

30-9-2012

Less than 1 year 1 to 5 years Total

TEUR TEUR TEUR

Tax liabilities 419 0 419

Liabilities to personnel 2,964 586 3,550

Liabilities within the scope of social security 304 20 324

Accruals/Deferrals 500 83 583

Other 389 95 484

4,576 784 5,360

30-9-2011

Less than 1 year 1 to 5 years Total

TEUR TEUR TEUR

Advance payments received 20 0 20

Tax liabilities 277 0 277

Liabilities to personnel 3,009 1,215 4,224

Liabilities within the scope of social security 595 0 595

Accruals/Deferrals 500 583 1,083

Other 807 125 932

5,208 1,923 7,131

Maturities of other liabilities

The aims and methods of financial risk managementare described in Note 23.

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88 Notes to Consolidated Financial Statements

Other financial commitments are stated at thevalue of the agreed future payments.

The commitments from long-term rental and leasing contracts have the following maturities:

Commitments arising from operating leasingagreements are described in Note 24.

❚ 22. OTHER FINANCIAL COMMITMENTS

30-9-2012 30-9-2011

TEUR TEUR

Less than 1 year 523 740

1to 5 years 128 548

651 1,288

30-9-2012 30-9-2011

TEUR TEUR

Commitments relating to power supplies (own use) 1.215 76

Commitments relating to long-term rental and leasing contracts 651 1,288

Commitments relating to maintenance and service 596 883

Commitments arising from orders already placed for investments 498 38

Commitments relating to gas supplies (own use) 329 230

3,289 2,515

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SCHUMAG AG 89

Commitments arising from financing leasing arefor the first time shown as a class although they donot belong to a valuation category of IAS 39.

The fair value of the financial instruments corresponds to the book value.

❚ 23. FINANCIAL INSTRUMENTS

Book values by category Book value Loans and Financial liabilities 30-9-2012 receivables recognized

at fair value

TEUR TEUR TEUR

Trade accounts receivable 2,683 2,683 –

Other financial receivables 3,482 3,482 –

Liquid funds 644 644 –

Financial assets 6,809 6,809 –

Financial liabilities (without financing leasing) 2,055 – 2,055

Liabilities from financing leasing 2,735 – 2,735

Trade accounts payable 4,112 – 4,112

Other financial liabilities 4,941 – 4,941

Financial liabilities 13,843 – 13,843

Book values by category Book value Loans and Financial liabilities 30-9-2011 receivables recognized

at fair value

TEUR TEUR TEUR

Trade accounts receivable 6,802 6,802 –

Other financial receivables 3,450 3,450 –

Liquid funds 1,147 1,147 –

Financial assets 11,399 11,399 –

Financial liabilities (without financing leasing) 1,197 – 1,197

Liabilities from financing leasing 3,679 – 3,679

Trade accounts payable 5,567 – 5,567

Other financial liabilities 6,834 – 6,834

Financial liabilities 17,277 – 17,277

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90 Notes to Consolidated Financial Statements

Other financial receivables and liabilities are composed as follows:

Other financial receivables 30-9-2012 30-9-2011TEUR TEUR

Other assets 3,818 3,806

less deferrals included therein (see Note 16) -235 -265

less tax refund claims included therein (see Note 16) -108 -95

plus advance payments made (see Note 15) 7 4

3,482 3,450

Other financial liabilities 30-9-2012 30-9-2011TEUR TEUR

Other liabilities 5,360 7,131

less advance payments received included there (see Note 21) 0 -20

less tax liabilities included therein (see Note 21) -419 -277

4,941 6,834

2011/12 2010/11TEUR TEUR

Loans and receivables -115 -732

Financial liabilities valued at amortized cost -219 464

-334 -268

Net gains and losses arising from financial instruments

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SCHUMAG AG 91

The net result from the category of "Loans andreceivables" essentially includes valuation allow-ances for receivables from companies in which the company has a participating interest as well as other assets and exchange gains arising fromreceivables in foreign currencies.

The net result of the category of "Financial liabilitiesvalued at amortized cost" in particular includesexchange losses arising from receivables in foreigncurrencies, expenses from the accumulation of liabil-ities as well as income from the release of liabilities.

Derivative financial instrumentsThe derivative financial instruments used withinthe Group are covering transactions used in individ-ual cases to control the risks arising from currencyfluctuations of individual receivables.

No essential derivative financial instruments wereshown in the balance sheet as of the current andthe previous year's balance sheet date.

Financial risk management The essential financial liabilities used by the Group– except for derivative financial instruments –include financial liabilities, trade accounts payableand other liabilities. The main purpose of thesefinancial liabilities is the financing of the businessactivities of the Group. The Group disposes of tradeaccounts receivable and other assets as well asmeans of payment directly resulting from its business activity

The Group is exposed to currency, default andliquidity risks. It is up to the Group management tocontrol these risks. Within the scope of corporateplanning the management is permanently infor-med about potential and actual financial risks.

Foreign currency risk: Changes in foreignexchange rates can lead to a decline in the valueof financial instruments. Foreign currency risks are especially prevalent in accounts payable andreceivable that are not denominated in the localcurrency of the Schumag companies, or in futureforeign currency transactions. To hedge exchangerate risks foreign exchange forward contracts areused in individual cases. Commodities futures andfinancial derivatives are not used.

Default risk: This risk exists if the contractingparties do not fulfil their contractual obligations.The book value of all financial assets representsthe maximum default risk of Schumag. Due to the global activities and the diversified customerstructure of Schumag as well as the use of real factoring there is no significant concentration ofdefault risk.

Liquidity risks: The solvency of the SchumagGroup as well as its liquidity supply are monitoredby a continuously adjusted liquidity planning scheme.

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92 Notes to Consolidated Financial Statements

Finance lease –Schumag as a lesseeIn this respect we refer to Note 21.

Finance lease –Schumag as a lessorSchumag does not appear as a lessor withinthe scope of financing leases.

Operating lease –Schumag as a lesseeOperating leases in which Schumag is the lesseelargely include the renting of production machinery

for the precision engineering division. The contractterm is usually 48 to 54 months. Extension optionsexist for most of the leasing agreements, conditionalleasing payments are not planned.

The obligations resulting from non-cancellableoperating leases are due and payable as follows:

In the income from operations of fiscal year2011/12 minimum leasing payments amounting toTEUR 707 (previous year TEUR 1,419) were recor-ded as expense.

Operating lease –Schumag as a lessorWithin the scope of operating leases Schumagessentially lets the real property held as a financialinvestment. Schumag AG received an advance rent

payment for this from SMS Schumag amounting toTEUR 2,500 which is deferred on a straight-linebasis for a period of 5 years as from December 1,2008. The fixed rental period amounts to a total of10 years.

❚ 24. LEASING

30-9-2012

Less than 1 year 1 to 5 years Total

TEUR TEUR TEUR

Nominal value of minimum leasing payments 496 128 624

30-9-2011

Less than 1 year 1 to 5 years Total

TEUR TEUR TEUR

Nominal value of minimum leasing payments 707 543 1,250

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SCHUMAG AG 93

30-9-2012

Less than 1 year 1 to 5 years more than 5 years Total

TEUR TEUR TEUR TEUR

Nominal value of minimum leasing payments 0 2,301 701 3,002

30-9-2011

Less than 1 year 1 to 5 years more than 5 years Total

TEUR TEUR TEUR TEUR

Nominal value of minimum leasing payments 20 1,701 1,301 3,022

The future minimum leasing payments arising fromnon-cancellable operating leases fall due as follows:

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94 Notes to Consolidated Financial Statements

Related parties of Schumag AG (not includingorgan members of the indicated companies as well

as further companies associated with these) for theperiods under review are stated below:

❚ 25. RELATED PARTIES

Codan Trust Company Limited

Master Multi-Product Holdings II Limited

Euro-IB Ltd.

Alexander von Ungern-Sternberg

Norbert Thelen

Members of different organs

Supervisory Board Schumag AG

Board of Executive Directors Schumag AG

Others

Effizienza GmbH

Enprovalve P. Koschel Unternehmensberatung Ltd. (Düsseldorf)

Gerhardt Consult

Shareholders

Enprovalve P. Koschel Unternehmensberatung Ltd.(Birmingham/GB)

Peter Koschel

Concordia Advisors (Bermuda) Ltd.

Concordia Advisors (UK) II Limited

Concordia Advisors LLP

Balanced Strategies Fund Limited

Concordia MAC 29 Ltd.

Concordia Partners, LP

Concordia Institutional Multi-Strategy Ltd.

Concordia Offshore Management Ltd.

Concordia Global Equity Relative Value Fund, LP

Conyers Dill & Pearman Limited

As far as the shareholders are concerned referenceis made to the information on voting rights heldwhich is provided in Note 28.

The members of the different organs are listed inNote 26.

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SCHUMAG AG 95

Transactions with related parties

Business relations 2011/12

Shareholders Members of Othersdiff. organs

TEUR TEUR TEUR

Exchange of goods and services 42 162 35

Remuneration of members of different organs 0 690 0

Accounts receivable 0 143 0

Outstanding liabilities 0 195 0

Business relations 2010/11

Shareholders Members of Othersdiff. organs

TEUR TEUR TEUR

Exchange of goods and services 0 0 30

Remuneration of members of different organs 0 647 0

Accounts receivable and outstanding advance payments 0 166 0

Pricing in the exchange of goods and services tookplace in line with market conditions. Informationon the compensation of the members of the differ-ent organs is provided in the compensation reportwithin the management report.

In September 2010 the member of the Board ofExecutive Directors, Steffen Walpert, was granted a loan of TEUR 160 in compliance with § 89 of theGerman Stock Corporation Act. The term of theloan was until July 1, 2012 and it became due andpayable for repayment in one amount on this date.Unscheduled repayments were allowed.

The interest rate amounted to 6% p.a., interest ispayable monthly as of the last day of the month.All claims arising from the contract of service ofMr. Walpert serve as security. In fiscal year 2010/11an unscheduled repayment amounting to TEUR 17was made, and as of September 30, 2012 theremaining loan amounted to TEUR 143 as in the yearbefore.A 100% valuation allowance was made forthe loan as of September 30, 2011 already.

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96 Notes to Consolidated Financial Statements

As of September 30, 2012 pension accruals formembers of the Board of Executive Directors accord-ing to IFRS amounted to EUR 0.00 (previous yearEUR 203,891.00).

Payments to former members of the Board of Executive Directors or their survivors amounted toEUR 696,578.84 (previous year EUR 929,973.02).

For pension commitments to former members ofthe Board of Executive Directors and their survivorsan amount of EUR 9,609,032.00 (previous yearEUR 7,881,102.00) has been set aside according toIFRS.

In other respects reference is made to the compen-sation report within the management report ofSchumag AG.

The members of the Supervisory Board and of theBoard of Executive Directors of Schumag AG andtheir memberships in other control panels arelisted below:

Supervisory Board

Ralf Marbaise, AachenChairman (from April 19, 2013)Deputy Chairman (until April 18, 2013) Machine fitterChairman of the Works Council of Schumag Aktiengesellschaft, Aachenno further memberships

Hans-Georg Kierdorf, Adliswil/Switzerland(from October 31, 2011)Deputy Chairman (from April 19, 2013) Management ConsultantFurther membershipsKierdorf Immobilien- und Vermögensverwaltungs-GmbH, Cologne (member of the Advisory Board)

Ekkehard Brzoska, Mülheim/Ruhr (from December 21, 2011)Graduate Engineerno further memberships

2011/12 2010/11

EUR EUR

Compensation of the Board of Executive Directors 605,000.00 535,890.00

thereof fixed compensation 485,000.00 467,000.00

thereof variable compensation 120,000.00 68,890.00

Remuneration of the Supervisory Board 85,177.42 111,597.00

thereof fixed compensation 50,345.24 48,575.60

thereof other expenses 34,832.18 63,021.40

❚ 26. COMPENSATION OF THE BOARD OF EXECUTIVE DIRECTORS AND THE SUPERVISORY BOARD

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SCHUMAG AG 97

The fees for the audit for fiscal year 2011/12 carried out by KPMG AG Wirtschaftsprüfungs-gesellschaft, Düsseldorf, amounting to TEUR 100were recorded as expense.

The following fees for the services rendered byBDO AG Wirtschaftsprüfungsgesellschaft, Düssel-dorf, engaged as auditors for fiscal year 2010/11were recorded as expense:

Martin Kienböck, Ratingen (from July 4, 2013)Pensioner (former managing director of Balcke-DürrGmbH, Ratingen)no further memberships

Peter Koschel, Berlin (until December 21, 2011; from July 4, 2013)Chairman (until December 21, 2011)Graduate Engineerno further memberships

Jürgen Milion, Alsdorf Industrial Master Craftsmanno further memberships

Frank Jokisch, Meerbusch (until August 23, 2012)Managing Director of EFFIZIENZA GmbH, Düsseldorfno further memberships

Dr. Johannes Ohlinger, Zweibrücken/Pfalz (from December 21, 2011 to August 31, 2012)Chairman (from January 3, 2012 to August 31, 2012)Graduate EconomistFurther membershipsHerz Jesu Missionare, Homburg/Saar (Member ofthe Board of Trustees of the Foundation)

Matthias Osinski, Munich (from October, 31 2011 to December 21, 2011)Tax consultantFurther membershipsBayern Treuhand Consulting AG, Munich (memberof the supervisory board)Euracontact Consulting AG, Munich (member ofthe Supervisory Board)

Board of Executive Directors

Dr. Johannes Ohlinger, Zweibrücken/Pfalz (from September 1, 2012)Graduate EconomistMembershipsHerz Jesu Missionare, Homburg/Saar (Member ofthe Board of Trustees of the Foundation)

Steffen Walpert, Cologne (until August 31, 2012)no memberships

❚ 27. SERVICES OF THE AUDITOR

2011/12 2010/11

TEUR TEUR

Other services 19 11

Tax consultancy services 14 13

Audit of annual financial statements 0 227

33 251

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98 Notes to Consolidated Financial Statements

Details of existing shareholdings as of the balance sheet dateSchumag Beteiligungsgesellschaft mbH, Berlin,Germany, informed our company on April 11, 2008in accordance with § 21 (1) of the German Secur-ities Trading Act that its share in the voting rightsin Schumag AG, Nerscheider Weg 170, 52076Aachen, exceeded the threshold of 75% of thevoting rights on April 8, 2008 and that they amountto 81,15% of the voting rights of Schumag AG onthis date (3,246,139 voting rights).

Babcock Capital A.E. in formation,Athens, Greece,informed our company on April 11, 2008 in accord-ance with § 21 (1) of the German Securities TradingAct that its share in the voting rights in Schumag AG,Nerscheider Weg 170, 52076 Aachen, exceeded thethreshold of 75% of the voting rights on April 8,2008 and that they amount to 81.15% of the votingrights of Schumag AG on this date (3,246,139 votingrights), that the aforementioned voting rights areattributed to Babcock Capital A.E. in formation inaccordance with § 22 (1) sentence 1, no. 1 of theGerman Securities Trading Act and that BabcockCapital A.E. (in formation) holds the voting rightsattributed according to § 22 (1), sentence 1, no. 1of the German Securities Trading Act via SchumagBeteiligungsgesellschaft mbH, Berlin, Germany, acompany controlled by it whose share in the votingrights in Schumag AG amounts to more than 3%.

Senta Ltd., Nikosia, Cypress informed our companyon April 11, 2008 in accordance with § 21 (1) ofthe German Securities Trading Act that its share inthe voting rights in Schumag AG, Nerscheider Weg170, 52076 Aachen, exceeded the threshold of75% of the voting rights on April 8, 2008 and thatthey amount to 81.15% of the voting rights ofSchumag AG on this date (3,246,139 votingrights), that the aforementioned voting rights areattributed to Senta Ltd. in accordance with § 22 (1)sentence 1, no. 1 of the German Securities TradingAct and that Senta Ltd. holds the voting rightsattributed according to § 22 (1), sentence 1, no. 1

of the German Securities Trading Act via the follow-ing companies controlled by it whose share in thevoting rights in Schumag AG each amounts tomore than 3%:Babcock Capital A.E. in formation,Athens, Greece,Schumag Beteiligungsgesellschaft mbH, Berlin,Germany.

Mr.Andreas Kazinakis, Germany, informed our com-pany on April 11, 2008 in accordance with § 21 (1) ofthe German Securities Trading Act that his share inthe voting rights in Schumag AG, Nerscheider Weg170, 52076 Aachen, exceeded the threshold of 75%of the voting rights on April 8, 2008 and that theyamount to 81.15% of the voting rights of SchumagAG on this date (3,246,139 voting rights), that theaforementioned voting rights are attributed to Mr. Andreas Kazinakis in accordance with § 22 (1),sentence 1, no. 1 of the German Securities TradingAct and that Mr. Andreas Kazinakis holds thevoting rights attributed according to § 22 (1),sentence 1, no. 1 of the German Securities Trading Act via the following companies controlled by himwhose share in the voting rights in Schumag AGeach amounts to more than 3%:Senta Ltd., Nikosia, Cypress,Babcock Capital A.E. in formation,Athens, Greece,Schumag Beteiligungsgesellschaft mbH, Berlin,Germany.

Enprovalve P. Koschel Unternehmensberatung Ltd.,Birmingham, United Kingdom, informed our companyaccording to § 21 (1) of the German Securities Trading Act that its share in the voting rights of Schumag AG, Nerscheider Weg 170, 52076 Aachen,on January 7, 2009 exceeded the thresholds of 3 %,5 %, 10 %, 15 %, 20 %, 25 %, 30 %, 50 % and 75 %of the voting rights and that on this day it amountsto 79.2 % of the voting rights (3,168,136 votingrights).

Mrs. Denise Ribaroff, Bermuda, informed our com-pany on October 15, 2009 in accordance with § 21(1), sentence 1 of the German Securities TradingAct that her share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, D-52076Aachen, Germany, fell below the thresholds of10% and 5% on October 8, 2009 and that it

❚ 28. DETAILS OF EXISTING SHAREHOLDINGS

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SCHUMAG AG 99

amounts to 3.52% on this date (140,810 votingrights) and that thereof 3.52% (140,810 votingrights) are to be attributed to her according to § 22(1), sentence 1, no. 6 in conjunction with sentence 2of the German Securities Trading Act.

Concordia Advisors (Bermuda) Ltd., Hamilton,Bermuda, informed our company in accordance with § 21 (1), sentence 1 of the German Securities TradingAct that its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, exceeded the threshold of 5% onJuly 16, 2010 and that it amounts to 5.47% on thisdate (218,813 voting rights) and that thereof 5.47%(218,813 voting rights) are to be attributed to itaccording to § 22 (1), sentence 1, no. 6 of the GermanSecurities Trading Act Deutschland, and that votingrights are attributed to it from the following share-holder whose voting right share in Schumag Aktien-gesellschaft amounts to 3% or more:Balanced Strategies Fund Limited.

Concordia Advisors (UK) II Ltd., London, UnitedKingdom, informed our company in accordancewith § 21 (1), sentence 1 of the German SecuritiesTrading Act that its share in the voting rights inSchumag Aktiengesellschaft, Nerscheider Weg 170,52076 Aachen, Germany, exceeded the thresholdof 5% on July 16, 2010 and that it amounts to5.47% on this date (218,813 voting rights) andthat thereof 5.47% (218,813 voting rights) are tobe attributed to it according to § 22 (1), sentence 1,no. 6 of the German Securities Trading Act and thatin this connection voting rights are attributed to itfrom the following shareholder whose share in thevoting rights in Schumag Aktiengesellschaftamounts to 3% or more:Balanced Strategies Fund Limited.

Concordia Advisors LLP, London, United Kingdom,informed our company in accordance with § 21 (1),sentence 1 of the German Securities Trading Actthat its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, exceeded the threshold of 5%on July 16, 2010 and amounts to 5.47% on thisdate (218,813 voting rights) and that thereof

5.47% (218,813 voting rights) are to be attributedto it according to § 22 (1), sentence 1, no. 6 of theGerman Securities Trading Act and that in this con-nection voting rights are attributed to it from thefollowing shareholder whose share in the votingrights in Schumag Aktiengesellschaft amounts to3% or more:Balanced Strategies Fund Limited.

Balanced Strategies Fund Limited, Hamilton,Bermuda, informed our company according to § 21(1), sentence 1 of the German Securities Trading Actthat its share in the voting rights of Schumag AG,Nerscheider Weg 170, 52076 Aachen, Germany, fellbelow the thresholds of 5 %, 10 % and 15% onOctober 1, 2011 and that on this day it amounts to3.56% of the voting rights (142,545 voting rights).

Concordia MAC 29 Ltd., George Town, Grand Cayman, Cayman Islands, informed our company in accordance with § 21 (1), sentence 1 of the German Securities Trading Act that its share in the voting rights in Schumag Aktiengesellschaft,Nerscheider Weg 170, 52076 Aachen, Germany,fell below the thresholds of 3%, 5%, 10% and15% on October 1, 2011 and that it amounts to0.30% on this date (11,872 voting rights).

Concordia Partners, LP, Hamilton, Bermuda, in-formed our company in accordance with § 21 (1),sentence 1 of the German Securities Trading Actthat its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, fell below the thresholds of 3%,5%, 10% and 15% on October 1, 2011 and that itamounts to 0.34% on this date (13,442 votingrights).

Concordia Institutional Multi-Strategy Ltd., Hamilton,Bermuda, informed our company in accordance with§ 21 (1), sentence 1 of the German Securities TradingAct that its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, fell below the thresholds of 3%,5%, 10% and 15% on October 1, 2011 and that itamounts to 0.42% on this date (16,876 votingrights).

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100 Notes to Consolidated Financial Statements

Concordia Global Equity Relative Value Fund,LP, Hamilton, Bermuda, informed our company in accordance with § 21 (1), sentence 1 of the German Securities Trading Act that its share in the voting rights in Schumag Aktiengesellschaft,Nerscheider Weg 170, 52076 Aachen, Germany, fellbelow the thresholds of 3%, 5%, 10% and 15% onOctober 1, 2011 and that it amounts to 0.85% onthis date (34,078 voting rights).

Master Multi-Product Holdings II Limited, Hamilton,Bermuda, informed our company in accordance with§ 21 (1), sentence 1 of the German Securities TradingAct that its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, fell below the thresholds of 5%,10% and 15% on October 1, 2011 and that itamounts to 3.86% on this date (154,417 votingrights) and that thereof 3.86 % (154,417 votingrights) are to be attributed to it according to § 22(1), sentence 1, no. 1 of the German Securities Trading Act and that these voting rights are heldvia the following controlled companies whoseattributed share in the voting rights in Schumag AGamounts to 3% or more:Balanced Strategies Fund Limited.

Codan Trust Company Limited, Hamilton, Bermuda,informed our company in accordance with § 21 (1),sentence 1 of the German Securities Trading Act thatits share in the voting rights in Schumag Aktienge-sellschaft, Nerscheider Weg 170, 52076 Aachen,Germany, fell below the thresholds of 5%, 10% and15% on October 1, 2011 and that it amounts to3.86% on this date (154,417 voting rights), that thereof 3.86% (154,417 voting rights) are to be attributed to it according to § 22 (1), sentence 1,no. 1 of the German Securities Trading Act and thatthese voting rights are held via the following control-led companies whose attributed share in the votingrights in Schumag AG amounts to 3% or more:Master Multi-Product Holdings II Limited,Balanced Strategies Fund Limited.

Conyers Dill & Pearman Limited, Hamilton, Bermuda,informed our company in accordance with § 21 (1),sentence 1 of the German Securities Trading Actthat its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076

Aachen, Germany, fell below the thresholds of 5%,10% and 15% on October 1, 2011 and that itamounts to 3.86% on this date (154,417 votingrights), that thereof 3.86% (154,417 voting rights)are to be attributed to it according to § 22 (1),sentence 1, no. 1 of the German Securities TradingAct and that these voting rights are held via thefollowing controlled companies whose attributedshare in the voting rights in Schumag AG amountsto 3% or more:Codan Trust Company Limited,Master Multi-Product Holdings II Limited,Balanced Strategies Fund Limited.

Concordia Offshore Management Limited, Hamilton,Bermuda, informed our company in accordance with§ 21 (1), sentence 1 of the German Securities TradingAct that its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, fell below the thresholds of 3%,5%, 10% and 15% on October 1, 2011 and that itamounts to 0.42% on this date (16,876 votingrights), and that thereof 0.42% (16,876 votingrights) are to be attributed to it according to § 22 (1),sentence 1, no. 1 of the German Securities Trading Act.

Euro-IB Ltd., London, United Kingdom, informedour company in accordance with § 21 (1) of theGerman Securities Trading Act that its share in the voting rights in Schumag Aktiengesellschaft,Nerscheider Weg 170, 52076 Aachen, Germany, fellbelow the thresholds of 3%, 5%, 10% and 15% onOctober 1, 2011 and that it amounts to 1.95% onthis date (78,003 voting rights).

Mr.Alexander von Ungern-Sternberg, United King-dom, informed our company in accordance with § 21 (1), sentence 1 of the German Securities Trading Act that his share in the voting rights inSchumag Aktiengesellschaft, Nerscheider Weg 170,52076 Aachen, Germany, fell below the thresholdsof 3%, 5%, 10% and 15% on October 1, 2011 and that it amounts to 1.95% on this date (78,003voting rights) and that thereof 1.95% (78,003voting rights) are to be attributed to him accordingto § 22 (1), sentence 1, no. 1 of the GermanSecurities Trading Act.

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Mr. Norbert Thelen, Germany, informed our companyin accordance with § 21 (1), sentence 1 of the German Securities Trading Act that his share in the voting rights in Schumag Aktiengesellschaft,Nerscheider Weg 170, 52076 Aachen, Germany, fellbelow the thresholds of 10% and 15% on October1, 2011 and that it amounts to 8.34% on this date(333,526 voting rights).

Information on voting rights after thebalance sheet dateConcordia Offshore Management Ltd., Hamilton,Bermuda, informed our company in accordancewith § 21 (1), sentence 1 of the German SecuritiesTrading Act that its share in the voting rights inSchumag Aktiengesellschaft, Nerscheider Weg 170,52076 Aachen, Germany, exceeded the thresholdof 3% on May 14, 2013 and that it amounts to4.1965% on this date (167,859 voting rights) andthat thereof 0.3361% (13,442 voting rights) are tobe attributed to it according to § 22 (1), sentence1, no. 1 of the German Securities Trading Act andthat thereof 3.8604% (154,417 voting rights) areto be attributed to it according to § 22, sentence 1,

no. 6 of the German Securities Trading Act and thatin this connection voting rights are attributed to itfrom the following shareholders whose share inthe voting rights in Schumag Aktiengesellschaftamounts to 3% or more:Balanced Strategies Fund Ltd.

Concordia Advisors (Bermuda) Ltd., Hamilton,Bermuda, informed our company in accordancewith § 21 (1), sentence 1 of the German SecuritiesTrading Act that its share in the voting rights inSchumag Aktiengesellschaft, Nerscheider Weg170, 52076 Aachen, Germany, fell below thethresholds of 3% and 5% on May 14, 2013 and thatit amounts to 0% on this date (0 voting rights).

Concordia Advisors (UK) II Ltd., London, UnitedKingdom, informed our company in accordancewith § 21 (1), sentence 1 of the German SecuritiesTrading Act that its share in the voting rights inSchumag Aktiengesellschaft, Nerscheider Weg 170,52076 Aachen, Germany, fell below the thresholdsof 3% and 5% on May 14, 2013 and that itamounts to 0% on this date (0 voting rights).

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102 Notes to Consolidated Financial Statements

Concordia Advisors LLP, London, United Kingdom,informed our company in accordance with § 21 (1),sentence 1 of the German Securities Trading Actthat its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany fell below the thresholds of 3%and 5% on May 14, 2013 and that it amounts to0% on this date (0 voting rights).

Information from Enprovalve P. Koschel Unterneh-mensberatung Ltd., Birmingham, United Kingdom1) Enprovalve P. Koschel UnternehmensberatungLtd., Birmingham, United Kingdom, informed ourcompany in accordance with § 21 (1), of the German Securities Trading Act that its share in the voting rights in Schumag Aktiengesellschaft,Nerscheider Weg 170, 52076 Aachen, Germany,exceeded the threshold of 75% of the voting rightson June 20, 2013 and that it amounts to 52.3% onthis date (2,091,906 voting rights).

2) Enprovalve P. Koschel UnternehmensberatungLtd., Birmingham, United Kingdom, informed ourcompany in accordance with § 21 (1), of the German Securities Trading Act that its share in the voting rights in Schumag Aktiengesellschaft,Nerscheider Weg 170, 52076 Aachen, Germany, fellbelow the thresholds of 30% and 50% on June 21,2013 and that it amounts to 27.3% on this date(1,091,905 voting rights).

Information from Mr. Peter Koschel, Germany1) Mr. Peter Koschel, Germany, informed our compa-ny in accordance with § 21 (1), of the German Secur-ities Trading Act that his share in the voting rights inSchumag Aktiengesellschaft, Nerscheider Weg 170,52076 Aachen, Germany, exceeded the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% and75% on May 11, 2010 and that it amounts to79.2% on this date (3,168,136 voting rights) andthat thereof 79.2% (3,168,136 voting rights) are tobe attributed to him according to § 22 (1), sentence 1,no. 1 of the German Securities Trading Act and thatin this connection voting rights are attributed tohim from the following controlled company whoseshare in the voting rights in Schumag Aktiengesell-schaft amounts to 3% or more:Enprovalve P. Koschel Unternehmensberatung Ltd.,Birmingham, United Kingdom.

2) Mr. Peter Koschel, Germany, informed our com-pany in accordance with § 21 (1), of the GermanSecurities Trading Act that his share in the votingrights in Schumag Aktiengesellschaft, NerscheiderWeg 170, 52076 Aachen, Germany, fell below thethreshold of 75% of the voting rights on June 20,2013 and that it amounts to 52.3% on this date(2,091,906 voting rights) and that thereof 52.3%(2,091,906 voting rights) are to be attributed tohim according to § 22 (1), sentence 1, no. 1 of theGerman Securities Trading Act and that in this connection voting rights are attributed to him fromthe following controlled company whose share inthe voting rights in Schumag Aktiengesellschaftamounts to 3% or more:Enprovalve P. Koschel Unternehmensberatung Ltd.,Birmingham, United Kingdom.

3) Mr. Peter Koschel, Germany, informed our com-pany in accordance with § 21 (1), sentence 1 of the German Securities Trading Act that his share inthe voting rights in Schumag Aktiengesellschaft,Nerscheider Weg 170, 52076 Aachen, Germany, fellbelow the thresholds of 30% and 50% of thevoting rights on June 21, 2013 and that it amountsto 27.3% on this date (1,091,905 voting rights), thatthereof 27.3% (1,091,905 voting rights) are to beattributed to him according to § 22 (1), sentence 1,no. 1 of the German Securities Trading Act and thatin this connection voting rights are attributed tohim from the following controlled company whoseshare in the voting rights in Schumag Aktiengesell-schaft amounts to 3% or more:Enprovalve P. Koschel Unternehmensberatung Ltd.,Birmingham, United Kingdom.

Information from Balanced Strategies Fund Limited, Hamilton, BermudaBalanced Strategies Fund Limited, Hamilton, Bermuda,informed our company in accordance with § 21 (1),sentence 1 of the German Securities Trading Act thatits share in the voting rights in Schumag Aktien-gesellschaft, Nerscheider Weg 170, 52076 Aachen,Germany, exceeded the thresholds of 5%, 10% and15% on June 20, 2013 and that it amounts to19.5434% (781,734 voting rights) on this date.

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SCHUMAG AG 103

Information from Master Multi-Product Holdings IILimited, Hamilton, BermudaMaster Multi-Product Holdings II Limited, Hamilton,Bermuda, informed our company in accordance with§ 21 (1), sentence 1 of the German Securities TradingAct that its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, exceeded the thresholds of 5%,10%, 15% and 20% on June 20, 2013 and that itamounts to 21.171% (846,843 voting rights) onthis date, that thereof 21.171% (846,843 votingrights) are to be attributed to it according to § 22 (1),sentence 1, no. 1 of the German Securities TradingAct and that in this connection voting rights are attributed to it from the following controlled companywhose share in the voting rights in Schumag Aktien-gesellschaft amounts to 3% or more:Balanced Strategies Fund Limited, Hamilton, Bermuda.

Information from Codan Trust Company Limited,Hamilton, BermudaCodan Trust Company Limited, Hamilton, Bermuda,informed our company in accordance with § 21 (1),sentence 1 of the German Securities Trading Actthat its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, exceeded the thresholds of 5%,10%, 15% and 20% on June 20, 2013 and that itamounts to 21.171% (846,843 voting rights) onthis date, that thereof 21.171% (846,843 votingrights) are to be attributed to it according to § 22 (1),sentence 1, no. 1 of the German Securities TradingAct and that in this connection voting rights areattributed to it from the following controlled compa-nies whose share in the voting rights in SchumagAktiengesellschaft amounts to 3% or more:Balanced Strategies Fund Limited, Hamilton, Bermuda,Master Multi-Product Holdings II Limited, Hamilton,Bermuda.

Information from Conyers Dill & Pearman Limited,Hamilton, BermudaConyers Dill & Pearman Limited, Hamilton, Bermuda,informed our company in accordance with § 21 (1),sentence 1 of the German Securities Trading Actthat its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, exceeded the thresholds of 5%,

10%, 15% and 20% on June 20, 2013 and that itamounts to 21.171% (846,843 voting rights) onthis date, that thereof 21.171% (846,843 votingrights) are to be attributed to it according to § 22 (1),sentence 1, no. 1 of the German Securities TradingAct and that in this connection voting rights areattributed to it from the following controlled compa-nies whose share in the voting rights in SchumagAktiengesellschaft amounts to 3% or more:Balanced Strategies Fund Limited, Hamilton, Bermuda,Master Multi-Product Holdings II Limited, Hamilton,Bermuda,Codan Trust Company Limited, Hamilton, Bermuda.

Information from Concordia Offshore ManagementLtd., Hamilton, BermudaConcordia Offshore Management Ltd., Hamilton,Bermuda, informed our company in accordancewith § 21 (1), sentence 1 of the German SecuritiesTrading Act that its share in the voting rights inSchumag Aktiengesellschaft, Nerscheider Weg 170,52076 Aachen, Germany, exceeded the thresholdsof 5%, 10%, 15% and 20% on June 20, 2013 andthat it amounts to 23.0139% (920,559 votingrights) on this date, that thereof 1.8429% (73,716voting rights) are to be attributed to it according to§ 22 (1), sentence 1, no. 1 of the German SecuritiesTrading Act and 21.1711% (846,843 voting rights)according to § 22 (1), sentence 1, no. 6 of the German Securities Trading Act and that in this connection voting rights are attributed to it fromthe following controlled company whose share inthe voting rights in Schumag Aktiengesellschaftamounts to 3% or more:Balanced Strategies Fund Limited, Hamilton, Bermuda.

Information from Concordia Global Equity RelativeValue Fund, LP, Hamilton, BermudaConcordia Global Equity Relative Value Fund, LP,Hamilton, Bermuda, informed our company inaccordance with § 21 (1), sentence 1 of the GermanSecurities Trading Act that its share in the votingrights in Schumag Aktiengesellschaft, NerscheiderWeg 170, 52076 Aachen, Germany, exceeded thethreshold of 3% on June 20, 2013 and that itamounts to 4.6723% (186,890 voting rights) on this date.

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104 Notes to Consolidated Financial Statements

Information from Mariner Investment Group, LLC,New York, United States of AmericaMariner Investment Group, LLC, New York, UnitedStates of America, informed our company in accord-ance with § 21 (1), of the German Securities TradingAct that its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, exceeded the thresholds of 3%and 5% on June 20, 2013 and that it amounts to6.986% on this date (279,440 voting rights), thatthereof 6.986% (279,440 voting rights) are to beattributed to it according to § 22 (1), sentence 1,no. 6 of the German Securities Trading Act and thatin this connection voting rights are attributed to itfrom the following shareholder whose share in thevoting rights in Schumag Aktiengesellschaftamounts to 3% or more:Concordia Global Equity Relative Value Fund, LP,Hamilton, Bermuda.

Information from MIG Holdings LLC, Delaware,United States of AmericaMIG Holdings LLC, Delaware, United States ofAmerica, informed our company in accordancewith § 21 (1), of the German Securities Trading Actthat its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, exceeded the thresholds of 3%and 5% on June 20, 2013 and that it amounts to6.986% on this date (279,440 voting rights), thatthereof 6.986% (279,440 voting rights) are to beattributed to it according to § 22 (1), sentence 1,no. 6 in conjunction with sentence 2 of the GermanSecurities Trading Act and that in this connectionvoting rights are attributed to it from the followingshareholder whose share in the voting rights inSchumag Aktiengesellschaft amounts to 3% ormore:Concordia Global Equity Relative Value Fund, LP,Hamilton, Bermuda.

Information from Cognis I Master Fund, LP, GeorgeTown, Cayman IslandsCognis I Master Fund, LP, George Town, CaymanIslands, informed our company in accordance with§ 21 (1) of the German Securities Trading Act thatits share in the voting rights in Schumag Aktien-gesellschaft, Nerscheider Weg 170, 52076 Aachen,Germany, exceeded the thresholds of 3%, 5%,

10%, 15%, 20% and 25% of the voting rights onJune 21, 2013 and that it amounts to 25.00003%(1,000,001) on this date.

Information from Cognis General Partner, GeorgeTown, Cayman IslandsCognis General Partner, George Town, CaymanIslands, informed our company in accordance with§ 21 (1) of the German Securities Trading Act thatits share in the voting rights in Schumag Aktien-gesellschaft, Nerscheider Weg 170, 52076 Aachen,Germany, exceeded the thresholds of 3%, 5%,10%, 15%, 20% and 25% on June 21, 2013 andthat it amounts to 25.00003% on this date1,000,001 voting rights), that thereof 25,00003%(1,000,001 voting rights) are to be attributed to it according to § 22 (1), sentence 1, no. 1 of theGerman Securities Trading Act and that in this connection voting rights are to be attributed to itfrom the following controlled company whose share in the voting rights in Schumag Aktiengesell-schaft amounts to 3% or more:Cognis I Master Fund, LP, George Town, CaymanIslands.

ORIX Corporation, Tokyo, Japan, informed our company in accordance with § 21 (1) of the German Securities Trading Act that its share in the voting rights in Schumag Aktiengesellschaft,Nerscheider Weg 170, 52076 Aachen, Germany,exceeded the thresholds of 3% and 5% on June20, 2013 and that it amounts to 6.986% on thisdate (279,440 voting rights), that thereof 6.986%(279,440 voting rights) are to be attributed to itaccording to § 22 (1), sentence 1, no. 6 in conjunc-tion with sentence 2 of the German Securities Trading Act and that in this connection votingrights are attributed to it from the following share-holder whose share in the voting rights in SchumagAktiengesellschaft amounts to 3% or more:Concordia Global Equity Relative Value Fund, LP,Hamilton, Bermuda.

ORIX USA Corporation, Dallas, Texas, United Statesof America, informed our company in accordancewith § 21 (1) of the German Securities Trading Actthat its share in the voting rights in SchumagAktiengesellschaft, Nerscheider Weg 170, 52076Aachen, Germany, exceeded the thresholds of 3%

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SCHUMAG AG 105

and 5% on June 20, 2013 and that it amounts to6.986% on this date (279,440 voting rights), thatthereof 6.986% (279,440 voting rights) are to beattributed to it according to § 22 (1), sentence 1,no. 6 in conjunction with sentence 2 of the GermanSecurities Trading Act and that in this connectionvoting rights are attributed to it from the followingshareholder whose share in the voting rights in Schumag Aktiengesellschaft amounts to 3% or more:Concordia Global Equity Relative Value Fund, LP,Hamilton, Bermuda.

ORIX Asset Management, LLC,Wilmington, Delaware,United States of America, informed our company inaccordance with § 21 (1), of the German SecuritiesTrading Act that its share in the voting rights inSchumag Aktiengesellschaft, Nerscheider Weg 170,52076 Aachen, Germany, exceeded the thresholdsof 3% and 5% on June 20, 2013 and that itamounts to 6.986% on this date (279,440 votingrights), that thereof 6.986% (279,440 votingrights) are to be attributed to it according to § 22 (1),sentence 1, no. 6 in conjunction with sentence 2 ofthe German Securities Trading Act and that in thisconnection voting rights are attributed to it from

the following shareholder whose share in thevoting rights in Schumag Aktiengesellschaftamounts to 3% or more:Concordia Global Equity Relative Value Fund, LP,Hamilton, Bermuda.

ORIX AM Holdings LLC, Wilmington, Delaware,United States of America, informed our company inaccordance with § 21 (1) of the German SecuritiesTrading Act that its share in the voting rights inSchumag Aktiengesellschaft, Nerscheider Weg 170,52076 Aachen, Germany, exceeded the thresholdsof 3% and 5% on June 20, 2013 and that itamounts to 6.986% on this date (279,440 votingrights), that thereof 6.986% (279,440 votingrights) are to be attributed to it according to § 22 (1),sentence 1, no. 6 in conjunction with sentence 2 ofthe German Securities Trading Act and that in thisconnection voting rights are attributed to it fromthe following shareholder whose share in thevoting rights in Schumag Aktiengesellschaftamounts to 3% or more:Concordia Global Equity Relative Value Fund, LP,Hamilton, Bermuda.

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106

In April 2013 the Board of Executive Directors andthe Supervisory Board of Schumag AG issued thecurrent Declaration of Compliance concerning theGerman Corporate Governance Code according to§ 161 of the German Stock Corporation Act andmade it permanently available to the public on theInternet at www.schumag.de.

❚ 31. ADDITIONAL INFORMATION ONTHE GROUP CASH FLOW STATEMENT

Cash and cash equivalents correspond to the liquidfunds shown in the balance sheet.

In fiscal year 2011/12 non-cash investment activitiesamounting to TEUR 189 (previous year 679) werecarried out within the scope of fixed asset additionsfrom financing leasing.

Incoming and outgoing payments for interest aswell as for income taxes are to be allocated to thecash flow from current operations.

Further details on the Group cash flow statementare included in the section on the financial situ-ation in the Group Management Report.

Aachen, November 15, 2013

Schumag Aktiengesellschaft

The Board of Executive Directors

Dr. Johannes Ohlinger

Notes to Consolidated Financial Statements

❚ 29. LIST OF SHAREHOLDINGS

Company and registered office Schumag AG Nominal Shareholders' Net incomecapital Equity1) after tax1)

Share in % TEUR TEUR

Subsidiaries fully included in consolidation

Schumag BR Energy GmbH, Aachen 100 TEUR 100 02) -1,739

Schumag Romania S.R.L.,Timisoara, Chisoda/Romania 100 TRON 9,560 1,2203) 1573)

1) acc. to the respective national law2) deficit not covered by shareholders' equity: TEUR 3,1223) Balance sheet date 31.12.2012

❚ 30. DECLARATION ACCORDING TO§ 161 OF THE GERMAN STOCK CORPORATION ACT

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SCHUMAG AG 107

To the best of our knowledge, and in accordancewith the applicable reporting principles, the consoli-dated financial statements give a true and fairview of the assets, liabilities, financial position and profit and loss of the Group, and the Groupmanagement report includes a fair review of thedevelopment and performance of the business andthe position of the Group, together with a descrip-tion of the principal opportunities and risks associ-ated with the expected development of the Group.

Aachen, November 15, 2013

Schumag Aktiengesellschaft

The Board of Executive Directors

Dr. Johannes Ohlinger

RESPONSIBILITY STATEMENT

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108 Independent Auditors' Report

INDEPENDENT AUDITORS' REPORT

We have audited the consolidated financial state-ments prepared by the Schumag Aktiengesellschaft,Aachen, comprising the statement of financial posi-tion, the statement of comprehensive income, state-ment of cash flows and the notes to the consolid-ated financial statements, together with the groupmanagement report for the business year from October 1, 2011 to September 30, 2012.The prepara-tion of the consolidated financial statements and thegroup management report in accordance with IFRSsas adopted by the EU, and the additional require-ments of German commercial law pursuant to sec.315a para. 1 HGB are the responsibility of the parentcompany’s management. Our responsibility is toexpress an opinion on the consolidated financial statements and on the group management reportbased on our audit.

We conducted our audit of the consolidated financialstatements in accordance with sec. 317 HGB andGerman generally accepted standards for the auditof financial statements promulgated by the Institutder Wirtschaftsprüfer [Institute of Public Auditors inGermany] (IDW). Those standards require that weplan and perform the audit such that misstatementsmaterially affecting the presentation of the netassets, financial position and results of operations inthe consolidated financial statements in accordancewith the applicable financial reporting frameworkand in the group management report are detectedwith reasonable assurance. Knowledge of the busi-ness activities and the economic and legal environ-ment of the group and expectations as to possiblemisstatements are taken into account in the determi-nation of audit procedures. The effectiveness of theaccounting-related internal control system and theevidence supporting the disclosures in the consolid-ated financial statements and the group manage-ment report are examined primarily on a test basiswithin the framework of the audit. The audit includesassessing the annual financial statements of thoseentities included in consolidation, the determinationof entities to be included in consolidation, the

accounting and consolidation principles used andsignificant estimates made by management, as wellas evaluating the overall presentation of the consoli-dated financial statements and the group manage-ment report.We believe that our audit provides areasonable basis for our opinion.

Our audit has not led to any reservations.

In our opinion, based on the findings of our audit,the consolidated financial statements comply withIFRSs as adopted by the EU, the additional require-ments of German commercial law pursuant to sec.315a para. 1 HGB and give a true and fair view ofthe net assets, financial position and results of oper-ations of the group in accordance with these require-ments. The group management report is consistentwith the consolidated financial statements and as awhole provides a suitable view of the group’s posi-tion and suitably presents the opportunities and risksof future development.

Düsseldorf, November 25, 2013

KPMG AGWirtschaftsprüfungsgesellschaft

KampingGerman Public Auditor

SchwarzGerman Public Auditor

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EXCERPT FROM THE

RANGE OF PRODUCTS

PRECISION ENGINEERING

Automotive subsupplied High-precision components forparts

Modern diesel injection systems,components for passenger cars,trucks and stationary motors (e.g. pump-jet or common rail systems)

Air mixing and petrol injection systems

Servo-steering and servo-brakes

Automatic transmission

Hydraulic high-pressure pumps

Pressure reducing valves for mobile hydraulic systems

Variable cam control

Elektric motor shafts (fuel pumps, servomotors, etc.)

Precision measuring and Components for electricity, gas and indicating instruments water meters, etc.

Household appliances Precision axes for a wide range of household appliances (e.g. kitchen machines, electric toothbrushes)

Medical technology Components for medical and optical devices(e.g. microscopes, optical measuring devices,medication)

Precision standard Ejector pins and ejector sleevesparts for plastic injection moulding and diecasting

Sprue bushings and sprue puller bushings

Guide bolts and guide bushes

Centering units

Parts for hotrunner systems

Drawing-compliant Hydraulic pistons and pressure relief valvesprecison parts in small batches

Shafts, axes and core pins for mechanical engineering

Pistons, valve inserts and valve rods for hydraulic systems

Special parts made to drawings

SYSTEM ENGINEERING

Conventional Components for power applications withengineering systems higher technical requirements (for example:

pipelines, power plants and for gas and oil applications , simulation equipment)

p r e c i s e b y t r a d i t i o n

EditorSCHUMAG Aktiengesellschaft

Nerscheider Weg 170,D-52076 Aachen

CoordinationKarola Schindler, Aachen

Conception/DesignHerbert Titz, Aachen

ParticipationZahra Aissaoui

PhotoFoto Böhm, StolbergCarl Brunn, Aachen

PrintZitzen Digitale Medien,

Würselen

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p r e c i s e b y t r a d i t i o n

SCHUMAG Aktiengesellschaft

P.O.B. 52 02 64 · D-52086 AachenNerscheider Weg 170 · D-52076 Aachen

Telephone Switchboard +49.24 08.12-0

Fax Switchboard +49.24 08.12-218Managing Board +49.24 08.12-211Precision Parts +49.24 08.12-277Standard Parts +49.24 08.12-285

E-Mail Precision Parts [email protected] Parts [email protected]

Internet www.schumag.de

Schumag BR Energy GmbH

Nerscheider Weg 170 · D-52076 Aachen

Telephone +49.24 08.12-271Fax +49.24 08.12-595E-Mail [email protected]

RomaniaSchumag Romania S.R.L.

Loc. Chisoda DN 59 Km 8 + 550 m stânga307221 Chisoda/Timis

Telephone +40.2 56.27 39 66Fax +40.2 56.27 39 62E-Mail [email protected]