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We allow ourselves to “think out of the box”: in every

business deal it is possible to bring in some extra

attention. This might lead to less gain in the short-

term, but in the long-term this will ensure a more

profitable and sustainable business. Our Entrepre-

neurship, constantly engaging with our partners, is

always mindful of the long-term.

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Annual report 2012 9

Board of directors’ report 12

Financial statements 31

Consolidated financial statements 33

Consolidated balance sheet 34

Consolidated profit and loss account 36

Consolidated cash flow statement 37

Notes to the consolidated balance sheet and

consolidated profit and loss account 38

Company financial statements 53

Company balance sheet 54

Company profit and loss account 55

Notes to the company balance sheet and profit

and loss account 55

Other information 60

Auditors’ report 60

Provisions in the articles of association

regarding profit appropriation 60

Profit appropriation for the year 2011 60

Proposed result appropriation for the year 2012 60

Subsequent events 60

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All the deals we conclude and relations we embark on

are with a long-term vision. We are proud at ProDelta

to call ourselves a solid partner, because our financial

strength allows us to invest as opportunities arise, re-

gardless of economic circumstances. Everyone benefits

from this, and it means that in all situations we work

together with our partners to achieve success.

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Annual report 2012

Board of directors’ report

Financial statements

Other information

Both past and future visions are important for us. We

always try and succeed in finding new markets, new

solutions and new possibilities in the areas where

we have a proven performance record. Our stable

visions have proven us to be an excellent partner; we

determine our goals for the future and live by them.

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Business philosophy

Our values are “solid, visionary, experienced and entrepreneurial”. These values pre-sent who we are and how we conduct our business: “We are Partners in Sustainable Business”. These values made it possible for us to grow in turbulent times.

GrowthTurbulent times often bring opportunities. A lot of businesses cope with this issue and the questions that come along. What are the opportunities and do I dare to take the risks? We were able to see the opportunities in our fields of business and we were able to mitigate our risks. This brought us growth in each business activity even in turbulent times.

Real EstateThe present, fast changing world forces ProDelta Real Estate to arrange strategic recon-siderations; that means adequately responding to the current market trends and prepare ourselves for the changing demand in the future. In the past year and into the future we will focus on redevelopment and improvement of existing projects and the acquisition of large-scale development sites; while continuing to use the existing (profitable) portfolio as a basis for growth.

In 2012, this strategy resulted in lease renewals of several tenants, which lead to the associated redevelopment and new construction on existing locations. Furthermore, a close cooperation with our existing customers is paying off. The occupancy rate in the overall portfolio was 98.9% in 2012, which is an excellent achievement. This trend seems to be continuing in 2013.

The logistics market also changed rapidly. There is an extensive clustering in logistics which result in a significant increase in the demand for large-scale logistic warehou-ses; in most cases, warehouse sizes of 30,000 m2 or more. These locations should be, multimodal-accessible. ProDelta responded to this clustering by taking large scale land positions.

We bought a land position on the Logistics Park Moerdijk of approximately 14 acres and we took a position on Vossenberg-West in the municipality of Tilburg of 11 acres. In 2014 we will start with the redevelopment of 4.5 acres in the Rotterdam Waalhaven area. All of these sites are multimodal-accessible and fit within the long term strategy of ProDelta.

Besides this clustering, there will be a strong growth of e-commerce sites. This also brings a changing demand. More and more logistics of e-commerce companies are outsourced and clustered by logistics service providers in multi-user sites. Thus, economic risks with various clients are well taken care of. Besides this large-scale distribution trend, the demand for more small-scale cross-dock distribution buildings will increase on the outs-kirts of large cities. We continue to monitor this development closely.

Identifying market, in addition to the development of existing investments, gives ProDelta the ability to organically grow on multimodal locations with its own high quality standards. Once the economic tide is improving, ProDelta is ready for another growth phase.


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Private Equity In our pursuit of investments in companies, we judge companies by their own attitude on and behaviour towards sustainability and innovative drive, but foremost the ability to grow. In this manner we look at investments in companies which use innovative technolo-gies to create new businesses. We bring added value to our investments through an active shareholders’ approach, industry knowledge, our capital strength and foremost our drive for continuity and sustainable growth. In 2012 we have acquired the shares of Holland Lift B.V. The company will be restructured and new management will be in place in 2013. It is our goal to improve lead times for delivery for the high quality products in the Holland Lift product range.

Hovago CranesThe worldwide demand for cranes is fluctuating geographically and is directly rela-ted to the economical developments in specific areas and countries. The European market was stable and energy oriented. The Asian and American markets were strong in energy and infrastructural segments. Especially the increased energy rela-ted activities on the North American continent have led to a very high demand for cranes creating opportunities for Hovago. After a period of stability, rental rates slowly increased.

Meeting the increased demand for rental cranes from these stronger markets is the main challenge for Hovago. The considerable increase in this demand enables growth. Hovago has therefore been investing substantially in new cranes.

The worldwide demand for used cranes stays continuous at a very high level, cre-ating excellent opportunities to market the used cranes which came back from rental contracts and projects.

The worldwide energy sector is still expanding and expected to grow in the fore-seeable future. We therefore expect similar growth in 2013 and 2014 as we expe-rienced in the last year.

Our business philosophy of partners in business, has proven to be a strong concept, creating growth opportunities for Hovago and the partners.

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Partners in educational programsProDelta and its shareholders have chosen to support and invest in several projects. These programs are open to young people, regardless of ethnic origin, religion, political beliefs or gender.

Dutch Projects:• ‘Exceed yourself’ – Rotterdam is aimed at supporting (V)MBO students and their needs

in order for them to achieve the highest degrees possible. The goal is to have students graduate at level 4, or even at higher education levels (HBO).

• ‘IMC weekend school’ – Rotterdam is a school with supplementary education provided by young (volunteer) professionals for highly motivated children from poor areas in the large cities in the Netherlands.

• Roparun Sponsorship – a run of more than 250 teams from Paris to Rotterdam, with the objective of raising funds for cancer research and treatment of cancer patients; many of whom are young people.

• Feuerstein Foundation – a group of concerned individuals who are committed to the future of the Feuerstein method in offering innovative therapies to children with special needs.

Worldwide Projects:• The project ‘Shalom’ in Brasil – supports three new groups each year, totaling 350

children from the ages of 10 – 18. One group takes extra educational lessons after school, another group receives music lessons in a string orchestra, and a third group receives athletic training in the sport of kayaking.

• The ‘Beit Hashanti’ in Tel Aviv – project assists homeless children between the ages of 13 – 21. As a result of our contribution, over 50 youngsters have a home and receive education.

• At the Sapir College in the Negev Desert we are helping to pay for the academic studies of 200 young students.

• ‘Save A Child’s Heart’, a select Israeli team of heart surgeons save childrens’ lives worldwide.

• ‘Millennium Project’ in Ghana – where impoverished villages learn to transform them-selves with proven practical and powerful technologies.

• The ‘Saving Children’ in Israel – project was launched by the Peres Center for Peace. This project facilitates the referral of Palestinian babies and children to Israeli hospitals for complex investigations, diagnoses and surgical procedures, when such services are unavailable in the Palestinian Authority. This project also gives medical training to Palestinian doctors.

• The ‘Hunger’ project in India – supports and trains women in India, focusing on leader-ship building of elected women representatives. When women, who have traditionally been denied a voice in decision-making, come to power, they transform the develop-ment agenda towards the human component - focusing on health, nutrition, educa-tion, water, sanitation and better family income. They tackle long-ignored problems such as domestic violence, alcoholism and corruption.

• ‘Américas Amigas’ in Brasil – funding of a mammogram machine which is donated to Fundação Hospitalas Blumenau - Hospitas Santo Antonio. This machine enables the hospital to fight breast cancer.

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Our board of directors and all of our staff have

gained many years of experience and are focussed

on using this experience to achieve the best for our

company and its partners.The company’s culture and

our people’s experience are an extraordinary asset.

One that makes this company very successful.

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Group structure ProDelta Holding B.V.

Name Registered office

ProDelta Lifting B.V. Rotterdam, the Netherlands 50.0%

Hovago Cranes B.V. Rotterdam, the Netherlands 100.0%

Hovago Rental B.V. Rotterdam, the Netherlands 100.0%

Hovago Services B.V. Rotterdam, the Netherlands 100.0%

Sonoma Asset Finance B.V. Rotterdam, the Netherlands 100.0%

Active Private Equity Partners

ProDelta Investment Partners B.V. Rotterdam, the Netherlands 100.0%

SMP International B.V. Hoorn, the Netherlands 75.0%

Malo B.V. Dordrecht, the Netherlands 50.0%

Riwal Holding Group B.V. Dordrecht, the Netherlands 50.0%

Riwal group Dordrecht, the Netherlands 100.0%

Lima Holding B.V. Rotterdam, the Netherlands 50.0%

RiRent Europe B.V. Dordrecht, the Netherlands 50.0%

Vudeza B.V. Dordrecht, the Netherlands 50.0%

Mammoet Van Oord Holding B.V. Schiedam, the Netherlands 33.3%

ProDelta Real Estate B.V. Rotterdam, the Netherlands 100.0%

ProDelta Distriport Benelux B.V. Rotterdam, the Netherlands 100.0%

ProDelta Real Estate Development B.V. Rotterdam, the Netherlands 100.0%

ProDelta Distripark Moerdijk B.V. Rotterdam, the Netherlands 100.0%

ProDelta Prague B.V. Rotterdam, the Netherlands 100.0%

National Technological Park s.r.o. Prague, Czech Republic 50.0%

Westvlietweg Leidschendam B.V. Rotterdam, the Netherlands 100.0%

ProDelta Germany B.V. Rotterdam, the Netherlands 100.0%

PTS Holdings Verwaltungs GmbH Berlin, Germany 100.0%

PTS Holdings GmbH & Co.KG Berlin, Germany 80.0%

ProDelta Croatia B.V. Rotterdam, the Netherlands 100.0%

Riwal Nekretnine d.o.o. Zagreb, Croatia 70.0%

ProDelta Management B.V. Rotterdam, the Netherlands 100.0%

ProDelta Environmental Support B.V. Rotterdam, the Netherlands 100.0%

ProDelta Real Estate Services B.V. Rotterdam, the Netherlands 100.0%

ProDelta Maaslust B.V. Rotterdam, the Netherlands 100.0%

Stadsherstel Historisch Rotterdam N.V. Rotterdam, the Netherlands 1.0%

Percentage ofordinary shares


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* ProDelta Investments B.V. altered their legal name.

** We also own EUR 2.8 mio of preference shares in Malo B.V.

*** Riwal Holding B.V. has issued EUR 67.2 mio worth of preference shares, of which we own EUR 45.1 mio.

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The 2012 consolidated financial statements include ProDelta Holding B.V. and its subsidiaries ProDelta Lifting B.V., ProDelta Real Estate B.V., ProDelta Maaslust B.V., ProDelta Investment Partners B.V. and ProDelta Management B.V. The participati-ons through ProDelta Investment Partners B.V., Riwal Holding Group B.V., Malo B.V., Vudeza B.V., Mammoet Van Oord Holding B.V., National Technological Park s.r.o., and Stadsherstel Historisch Rotterdam N.V. have not been included in the consolidation. The participations are stated at the percentage of participation in the net asset value, except for the participations under ProDelta Investment Partners B.V. These participa-tions are stated at cost price or lower market value.

ProDelta Holding B.V.

The activities have been concentrated in ProDelta Lifting B.V., ProDelta Real Estate B.V. and ProDelta Management B.V.

ProDelta Lift ing B.V./Hovago Cranes B.V.

ProDelta Lifting B.V. acting under the trade name Hovago has become a prominent player in the global crane and lifting industry, providing high quality cranes since 1946. The company has evolved and is continually maintaining an excellent reputation for its commitment to serve its customers needs, for its standard of quality and for its ability to handle the most difficult challenges. From its headquarters in Rotterdam, Hovago buys, sells and rents-out its machinery mainly to rental companies on a worldwide basis. Thousands of cranes from a whole array of manufacturers, in many different categories, capacities and models have been exported to all five continents.

ProDelta Investment Partners B.V. Investment CompanySuccessful investing or participating goes beyond providing capital. We strive to partner-ships with companies where we can combine our financial reach with our commercial and strategic experience. We seek and create value.

Business meets PartnershipProDelta sticks to the principle that every company or entrepreneur needs a partner, both in times when things go well and in times when things occasionally do not go so well. We always commit ourselves for the long-term.ProDelta Investment Partners participates independently with minority or majority stakes. We see the participation of the management with capital in the organization as condi-tion precedent for participating. We strive to co-invest in partnerships with other private equity firms in order to join skills and competencies. Most of our investments are in the form of buy-outs and growth finance.

InnovationWithin this division we focus on companies which connect to activities of our existing partners. We focus on medium size to large businesses, active in trade and industry and with a high degree of innovation. These could include rent, lifting, logistic real estate, asset based- and trade businesses.


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Long-termOur view is to operate as sparring partners for the management of the companies and add network and commitment. Due to our own nature we strive for partnerships with family owned entrepreneurial companies. ProDelta can move very swiftly in taking investment decisions and at the same time we are typically a long-term partner and have no desire to exit companies in an early stage. We fully acknowledge the need for commitment to create sustainable growth in a com-pany. It is our vision to build a portfolio with 5-10 companies in three-to-five years. ProDelta wishes to invest in companies that have a sustainable future and a Corporate Social Responsibility view. We would like to preserve our scarce goods and wish to have companies in our portfolio that aim at the same objective: a sustainable world through innovation. This will underpin further growth.

Investment Goals• Equity stakes of EUR 1-10 mio;• Both majority and minority stakes with strong control mechanisms;• Investments in the EU and the Americas;• Companies with an international vision and drive for expansion;• Our role is primarily limited to that of active shareholder;• The management of the target should in principal participate; • Going concern companies with a strong innovative drive;• Understandable business models with low volatility;• Niche players or ‘add-on’ companies; • Exit on the longer term;• Family owned businesses with a succession issue;• Growth finance, buy-outs and turn-arounds;• A closed fund containing 5-10 participations in 3-5 years;• Reasonable leverage within debt capacity of the target company;• Sustainable companies.

RiwalOur largest investment Riwal Holding Group has a leading position in the Aerial Work Platform Markets in 16 countries. We have a staff of 900 people and 13,000 AWP’s. The turnover of the group improved from EUR 179.8 mio to EUR 219.4 mio. A raise of 22%, which is an extraordinary achievement. As announced in our report last year we still feel that recovery of the AWP market is not there yet. Real recovery is to be expec-ted in 2014/2015. Riwal however is showing promising changes. Riwal has developed a clear strategy, vision and mission going forward. Riwal strives to improve their carbon footprint and anticipates the need for more sustainable equipment.

The company is in a mode of continuously improving the process of aligning the whole operational model. The organisation is finalizing a transition from a medium-size entre-preneurial company to a Pan-European, more corporate company. We have successfully implemented 13 projects into processes that will even improve the company more. This program is called the Riwal Tuning Program and will enforce Riwals power to service customers throughout the world. We will now move forward in a new project called the Riwal Way, which will align our operating model in obtaining machines.

Holland LiftIn 2012 we have acquired the shares of Holland Lift B.V. (through SMP International B.V.). The company will be restructured and new management will be in place in 2013. It is our goal to improve lead times for delivery for the great products in the portfolio of Holland Lift. The scissor lifts of Holland Lift are perceived in the market as a premium product and we will deliver this promise to more markets worldwide.

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ProDelta Real Estate B.V

The strategic profile of ProDelta Real Estate is based on our “Business meets Partnership” model. Especially when we enter into development projects outside the Netherlands, we need well informed local partners for a successful joint venture. We focus on the niche of industrial and logistic warehousing and aim for active value enhancement in the Netherlands, Belgium, Germany and Czech Republic, with extra attention for the more complicated projects that need our staff’s creativity and hands-on mentality.

ProDelta Prague B.VOur 50/50 joint venture with AFI Europe N.V. (subsidiary of Africa Israel Investments Ltd.) for the development of D8 European Park, a logistic warehousing park near Prague, is still facing the head wind of the economic crisis. The first phase, comprising 20,000 m2 of state of the art warehouses, was finished in November 2007. This project won “The Logistic Innovation Award” in the Czech Republic, in the category “warehouse space”. Approximately 16,000 m2 has been let out. Most of the bigger warehouses in the region are leased out, so this could bring new opportunities for the construction of another two warehouses of 35,000 m2 each.

ProDelta Distr ipark Moerdijk B.V. ProDelta Distripark Moerdijk B.V. was founded in 2008 and has bought 14 acres of agricultural land. This area (logistic park Moerdijk) comprises 225 acres of land (gross) on which approximately 700,000 m2 of logistic warehouses can be developed. The zoning plan is developed at the moment and will be finished in 2013. First construc-tion activities will probably start in the beginning of 2015. ProDelta is still in dialogue with the Province of Noord-Brabant. The final objective is the development and con-struction of a multi purpose logistics park.

Westvl ietweg 7-8 in Leidschendam (The Hague)ProDelta Management negotiated in favour of clients the lease extension with a tenant. Part of the deal of this project of 30.000 m2 warehouses with mezzanines and offices was a complete renovation in 2011. This transformation took place in 2011, while the operations of the client continued as usual. Sustainable materials and energy saving equipment were used. This resulted in significant cost and CO2 reduction. Currently there is an application for a windmill on this site. We expect to receive a building permit mid 2014. The total plot size is 8,5 acres which brings potential redevelopment opportunities on medium term. The park had an occupancy rate of 100% in 2012.

ProDelta Germany GmbHIn 2009 ProDelta bought a residential development in the city of Berlin. This development comprises 3 separate houses in which a total of 36 apartments and one shop are realized. Underneath the 3 houses, a parking garage with 54 parking places is constructed. The con-struction started in the second quarter of 2011 and has been finalized in the first quarter of 2013. At the end of 2012 80% of the apartments were sold. Currently we are studying other potential projects in Germany which look very promising.


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ProDelta Management B.V.

ProDelta Management is active as counsellor in buying, selling and managing invest-ment portfolios and large real estate portfolios. Managing approximately 584,000 m2 of warehouses with offices and paved areas, located on 1,188,000 m2 of land in the Netherlands, Belgium and the Czech Republic. ProDelta Management is a top three player in the niche of logistic warehousing. Of the total portfolio, 35% of the buildings has been outfitted to store and handle hazardous goods. So it is fair to say that ProDelta Management is a major leader in this specialized, very demanding and rapid growing business niche.

ProDelta Management is very successful. Despite the economic crisis the occupan-cy rate of the total portfolio was approximately 99% at the end of 2012. This is an top performance in this industry. In 2013 the occupancy rates will be stable.

Real estate projects in portfol io are a.o. :

Halfweg, Spi jkenisseA multi-tenant complex of 90,000 m2, with a site area of 17 acres. Distripark Halfweg has been specifically fitted out to store hazardous goods. We have a unique park management system on this complex, with ProDelta owning the environmental permit for the whole distripark. The park had an occupancy rate of 100% in 2012.

Propaanweg, PernisThis complex consists of two separate buildings with a total surface of 18,000 m2, with a site area of 6.3 acres. The warehouses are fitted-out to store hazardous goods and are connected via road, rail and water. A unique location in the heart of the Rotterdam Harbour. The park had an occupancy rate of 100% in 2012.

Kruisweg and Moerstraat, AntwerpenThis complex is situated in the heart of the port of Antwerp and is rail and road con-nected. The two buildings have a total surface of 21,000 m2 and have also been fitted out to store hazardous goods. The park had an occupancy rate of 100% in 2012.

Prinsenhil , BredaThe warehouse and offices have a total size of 16,500 m2 and is situated on a 4.5 acres plot. In the near future, this building will be expanded by another 11,000 m2. This building had an occupancy rate of 96% in 2012.

Arsenaal, VeenendaalProDelta Management has negotiated in a sale-and-leaseback, a plot of 7 acres and 45,000 m2 warehouses and offices in favour of investors. The transaction was com-pleted in May 2009. The location is situated along the motorway A12. Arsenaal 2 is a location with a special permit for storing aerosols. The park had an occupancy rate of 100% in 2012.

Frankri jkweg, VlissingenThe warehouse is situated at the centre of the Flushing port and has a 30,000 m2 surface. The site area is 4 acres and can be connected to deep water and rail. This complex had an occupancy rate of 100% in 2012.


Rietveldenweg, Den BoschA multi-user and multi-purpose industrial complex of in total 32,000 m2, with a site area of 8.5 acres. The industrial warehouses and office buildings are let to several multi-nationals. The park had an occupancy rate of 100% in 2012. In 2011 the contracts were signed for the lease of a new office / industrial building of approximately 3,250 m². The commencement date of this newly build building was in the second quarter of 2013. Furthermore long term lease contracts were signed for approximately 6,800 m².

De Riemsdijk, TielProDelta Management has negotiated in a sale-and-leaseback with a client, a plot of 34,000 m2 and 23,000 m2 warehouse with offices in favour of investors. The transaction was completed in May 2010. De Riemsdijk 1 is located at logistic park Medel along motorway A15. In the beginning of 2013 a new barge terminal will be opened right next door. The building had an occupancy rate of 100% in 2012.

Newtonstraat, EdeThe Newtontraat was acquired in the beginning of 2011. The object contains approxi-mately 23,000 m2 of warehouse with offices and is build on a plot of almost 4 acres. The Newtonstraat is located along motorway A12. The building had an occupancy rate of 100% in 2012.

Risk and r isk management

Like every other company ProDelta is exposed to market, political, operational and financial risks in its ordinary activities.

The activities of ProDelta tend to reflect the volume of economic activities and the prevailing political climate in the respective markets. Since ProDelta is active in the world market for the lifting industry and operates throughout Europe for its logistic warehousing activities, the cyclical and political risks are well spread.

The operational risks are limited since ProDelta is active in the trade and bare rental of equipment and as Private Equity Partner in the lifting industry and in the develop-ment and rental of logistic warehouses. The operational risks are also limited due to a structured risk analysis which is an on going process in the company. Risk analysis is done as well for real estate as for cranes. The currency risks are limited because most of our business activities are in euros. For US dollar transactions ProDelta uses derivative financial instruments to mitigate currency risks as the case may be. Furthermore, ProDelta uses derivative financial instruments to mitigate interest risks.

Conclusion on the performance of the risk management and control systemTo the best knowledge and opinion of the Board, ProDelta Holding B.V. risk manage-ment and control systems provided that the financial reporting is free of material misstatement and operated properly during the financial year.

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Profitabi l i tyProDelta Holding B.V. had a satisfying operational year. ProDelta had a net turnover of EUR 52.5 mio, and a gross margin of EUR 18.8 mio. We are very content with these results. Together with our relative share in our partnerships an aggregate of over EUR 39.8 mio in depreciation charges has been accounted for in our 2012 profit, which comprises EUR 32.8 mio from Private Equity and EUR 7.0 mio from our own wholly owned subsidiaries.Our real estate portfolio has shown a good and sound result with very high occupancy rates. However due to changes in market conditions we slightly had to devaluate our real estate. As our perspective is always a long term view, we feel that this devaluation is temporary and in the longer-run the value of property for storage of hazardous goods will rise again.

Private equity also showed promising results this year.

Results EUR 2012 EUR 2011

000,000 % 000,000 %

Net turnover

Sales development,rental and revaluation

of real estate 17.8 34 9.6 21

Devulation real estate (1.3) (3) (4.8) (10)

Net sales and rental of cranes/equipment 26.5 51 45.3 101

Private Equity 7.3 14 (7.4) (17)

Result on real estate participations (0.1) (0) (0.2) (0)

Management activities 2.3 4 2.3 5

Net turnover 52.5 100 44.8 100

Cost of turnover 33.7 64 42.5 95

Gross margin 18.8 36 2.3 5

Operating expenses:

Salaries 2.6 5 2.8 6

Social security contributions 0.6 1 0.5 1

Amortisation of intangible fixed assets 0.2 (0) 0.4 1

Depreciation of tangible fixed assets 0.4 1 0.4 1

Other operating expenses 5.8 11 5.7 13

9.6 18 9.8 22

Operating result 9.2 18 (7.5) (17)

Financial income and expense 1.0 2 (0.2) 0

Result of ordinary activities before taxation 10.2 20 (7.7) (17)

Taxation (1.5) (3) (0.1) (0)

Result 8.7 17 (7.8) (17)

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Financial posit ionTotal equityOur EUR 118.7 mio total equity comprises 41.1% of our balance sheet total. The long- term investment in financial fixed assets of EUR 94.6 mio is 79.7% of our equity.

Compared with 2011 the equity had been increased. The increase is to be explained by the positive operational results and the goodwill directly corrected on the equity of a daughter company.

The financial position can be specified as follows:

31.12.2012 31.12.2011

EUR 000,000 EUR 000,000

Fixed assets:

Intangible fixed assets - -

Tangible fixed assets 123.2 80.5

Financial fixed assets 94.6 84.0

217.8 164.5

Financed by:

Equity 118.7 114.0

Provisions 4.9 4.7

Long-term liabilities 157.6 281.2 102.2 220.9

Long-term sources 63.4 56.4

Current liabilities 7.6 8.2

Current sources remaining 71.0 64.6

Applied for financing:

Inventories 11.4 9.5

Real estate under construction 3.8 5.9

Receivables 51.2 48.0

Cash at bank and in hand 4.6 1.2

71.0 64.6

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Tangible f ixed assetsThe increase of the tangible fixed assets of EUR 42.7 mio is mainly due to investments in rental cranes.

Financial f ixed assetsThe change of the financial fixed assets is positive because the restructuring of our subsi-diaries in these economic times has had a positive effect on the results of 2012.

Current Liabi l i t ies and cash at bankDue to a finance agreement we signed at the end of March 2012 we consider our total bank debt as long term.

PersonnelThe number of personnel will remain stable in 2013.

Rotterdam, 12 July 2013

Board of Directors ProDelta Holding B.V.

H.W. Ledeboer (CEO)*

M.E. Vermeer (Director Finance)

F. van Dijk (Director Real Estate)

* Director under the articles of association


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Financial statements

Consolidated financial statements

Company financial statements

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Consolidated f inancial statements

Consolidated balance sheet

Consolidated profit and loss account

Consolidated cash flow statement

Notes to the consolidated balance sheet

and profit and loss account

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After appropriation of result (amounts in thousands of euros)

Assets

31 December 2012 31 December 2011

Fixed assets

Tangible assets 123,173 80,532

Financial assets 94,647 83,989

Total fixed assets 217,820 164,521

Current assets

Inventories 11,372 9,528

Real estate under construction 3,754 5,894

15,126 15,422

Receivables:

Rental purchase (option) contracts 5,642 18,632

Trade debtors 21,101 10,394

Loans and other financial assets 13,761 5,875

Taxation and social security charges 1,070 2,486

Other receivables and prepayments 9,655 10,552

51,229 47,939

Cash at bank and in hand 4,614 1,160

55,843 49,099

Total current assets 70,969 64,521

Total assets 288,789 229,042

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Equity, provisions and l iabi l i t ies


Group equity 118,722 113,975

Provisions 4,861 4,696

Long-term liabilities 157,582 102,157

Current liabilities

Loans 2,500 3,375

Trade creditors 1,855 1,372

Participants 787 290

Associated companies 21 163

Taxation and social security charges 637 1,377

Other payments 1,824 1,637

7,624 8,214

Total equity, provisions and liabilities 288,789 229,042

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Consolidated profit and loss account

2012 2011

Net turnover

Net sales and rental of cranes/equipment 26,587 45,311

Private Equity 7,319 (7,393)

Sales, development, rental and revaluation

of real estate 16,375 4,826

Result on real estate participations (96) (152)

Management activities 2,320 2,245

Net turnover 52,505 44,837

Cost of turnover (33,670) (42,558)

Gross Margin 18,835 2,279

Operating costs

Labour costs 3,201 3,338

Amortisation of intangible fixed assets 166 398

Depreciation of tangible fixed assets 418 405

Other operating costs 5,859 5,647

9,644 9,788

Operating result 9,191 (7,509)

Financial income and expenses 1,001 (228)

Income from ordinary activities before

taxation 10,192 (7,737)

Corporation tax (1,451) 71

Net group result 8,741 (7,808)

* The result of third parties in this consolidated profit amounted to EUR 3.2 mio in 2012 and EUR (2.8 mio) in 2011.

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Consolidated cash f low statement

2012 2011

Operating result 9,191 (7,509)

Adjustments for:

Result private equity (5,444) 7,393

Depreciation (and other changes in value) 7,468 9,440

Changes in provision 165 (1,675)

Changes in working capital:

- movements operating accounts receivable (83) (12,388)

- movements inventory (2,367) 11,554

- movements in progress on construction

contracts 2,140 (1,801)

- movements in operating accounts payable (611) 1,268 (4,122) 8,401

Cash flow from business activities 10,459 892

Interest received 4,688 5,898

Corporate income tax paid on operation

activities (35) 1,765

4,653 7,663

Cash flow from operating activities 15,112 8,555

Cash flow from investing activities:

Investments in intangible fixed assets (166) (398)

Investments in tangible fixed assets (49,458) (2,877)

Disposals of tangible fixed assets 38 28

Investments in other financial fixed assets (13,526) (8,463)

Disposals of other financial fixed assets - 60

Cash flow from investment activities (63,112) (11,650)

Cash flow from financing activities:

Receipts of long-term liabilities 56,219 10,993

Redemptions of long-term liabilities (794) (1,228)

Interest paid after corporate income tax (4,124) (5,970)

Cash flow from financing activities 51,301 3,795

Net cash flow 3,301 700

Exchange rate and translation differences

on movement in cash 153 (22)

Movement in cash 3,454 678

The cashflow statement has been prepared according to the indirect method.

Receipts and expenditure relating to interest, dividends received and income taxes are included in

net cashflow from operating activities.

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Notes to the consolidated balance sheet and consolidated profit and loss account

General

All amounts in tables are in thousands of euros.

Activit ies

The activities of ProDelta Holding B.V., having its legal seat at Parklaan 9 in Rotterdam, and its group companies primarily consist of the trading in and rental of (mobile) cranes, of development and management of logistic warehouses and participating as an active private equity partner in business.

Group accounting principles for the preparation of the consolidated f inancial statements

General

The consolidated financial statements are prepared according to Book 2, Section 9, of the Dutch Civil Code. The consolidated financial statements are prepared under the historical cost convention unless otherwise stated. The financial information relating to ProDelta Holding B.V. is presented in the consolidated financial statements. In accordance with article 2:402 of the Dutch Civil Code, the company financial state-ments only contain an abridged profit and loss account.

Group structure

ProDelta Holding B.V. is at the head of a group of legal entities. The consolidated financial statements include the financial statements of ProDelta Holding B.V. and its wholly owned group companies together with the group company ProDelta Lifting B.V. Although ProDelta Holding B.V only participates for 50% in ProDelta Lifting B.V., the latter company is an integral part of the group because of unity in strategy, management and finance. For this reason the figures of ProDelta Lifting B.V. have been included in the consolidated financial statements for the year.

Group companies which have their legal seat at Parklaan 9 in Rotterdam, the Netherlands are: Hovago Rental B.V., Hovago Services B.V., Hovago Cranes B.V., Sonoma Asset Finan-ce B.V., Lima Holding B.V., ProDelta Investments Partners B.V., ProDelta Real Estate B.V., ProDelta Distriport Benelux B.V., ProDelta Prague B.V., ProDelta Real Estate Development B.V., Westvlietweg Leidschendam B.V., Lima Holding B.V., ProDelta Croatia B.V., Pro-Delta Distripark Moerdijk B.V., ProDelta Germany B.V., ProDelta Maaslust B.V., ProDelta Management B.V., ProDelta Environmental Support B.V. and ProDelta Real Estate Services B.V., PTS Holding GmbH & Co. KG and PTS Holdings Verwaltung GmbH have their legal seat in Berlin, Germany. Riwal Nekretnine d.o.o. has its legal seat in Zagreb, Croatia.

Translat ion of Foreign Currencies

Assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing on the balance sheet date. Exchange differences are taken to the profit and loss account in the period in which they occur. The balance sheets of foreign sub-sidiaries are translated at the year-end exchange rates and their profit and loss accounts are translated at the average rates for the year. The exchange differences that arise are directly deducted from or added to the group equity.

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Principles of valuation of the assets and l iabi l i t ies

Intangible Fixed Assets

Intangible fixed assets are presented at cost less accumulated amortisation and, if applicable, less impairments in value. Amortisation is charged as a fixed percentage of cost, as specified in more detail in the notes to the balance sheet. The useful life and the amortisation method are reassessed at the end of each financial year.

Tangible Fixed Assets

Real estate under construction is valued at cost including interest and indirect costs during the construction phase. Real estate for rent is valued at estimated fair value, which is based on yearly assessments by licensed surveyors, deduced from rental income in future years depending on local circumstances. Due to new insights cranes for a rental period for more than 6 months are classified as tangible fixed assets. Comparative figures are adjusted for this. The valuation is at costs less depreciation based on the economic useful lives of each crane and, if applicable, less impairments in value. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use. Other tangible fixed assets are valued at cost less depreciation, calculated on the basis of their estimated useful lives. Costs for periodical major maintenance are charged to the result at the moment they arise.

Financial Fixed Assets

The financial fixed assets relate to participating interests, plus receivables from participa-ting interests and loans granted. Participations over which the company exercises signifi-cant influence are stated at net asset value. Participations over which the company does not exercise significant influence are stated at cost. Participations with a negative net asset value are valued at nil. If the company fully or partly guarantees the liabilities of the participation concerned a provision is formed, primarily comprising the receivables from this participation. The remainder is recognised under provisions, in the amount of the share in the losses incurred by the participation, or in the amount of payments the company is expected to make on behalf of these participations. Monetary loans granted to participations are stated at face value. Participations which qualify as participation companies are valued at cost or lower market value. For possible doubtful receivables a provision has been formed.

Inventories

Inventories are valued at historical cost less depreciation (purchase value and added costs) or lower realizable value. The valuation of inventories is based on the individual items. As of 2012 inventories rented out for a period of 6 months or longer are presented as tangible fixed assets, comparative figures are adjusted for this.

Real Estate under construction

Real Estate under construction contracts for third parties are valued at cost of manufac-ture, decreased by the losses foreseeable as of balance sheet date. Manufacturing costs include the direct materials used, direct wages and machine costs and other direct costs of manufacture and production overhead. The attributable profit to the construction contract has been determined based on the recognised cost at balance sheet date in relation to the total costs of the construction contract. Revenues and costs are recognised in the profit and loss account based on this proceeding.

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The invoiced instalments relating to the Real Estate under construction contracts are deducted from Real Estate under construction contracts. Any resulting negative balance for Real Estate under construction is presented under the current liabilities.

Other Current Assets and Current Liabi l i t ies

Rental-purchase (option) contracts have been valued at cost plus a proportional part of the profit less invoiced instalments. The other current assets and current liabilities are stated at their face values; current assets are stated net of a provision for doubtful debtors.

Provisions

Provision for deferred tax liabilitiesFor amounts of taxation payable in the future, due to differences between the valuation principles in the annual report and the valuation for taxation purposes of the appropriate balance sheet items, a provision has been formed for the aggregate of these differences multiplied by the current rate of taxation. These provisions are reduced by amounts of taxation recoverable in the future in respect of the carry-forward of unused tax losses, to the extent that it is probable that future tax profits will be available for settlement.

Provisions for employee benefitsThe pension obligations are valued according to the “valuation to pension fund approach”. This approach accounts for the contribution payable to the pension provider as an expense in the profit and loss account. Based on the administration agreement it is assessed whether and, if so, which obligations exist in addition to the payment of the annual contribution due to the pension provider as at balance sheet date. These additio-nal obligations, including any obligations from recovery plans of the pension provider, lead to expenses for the company and are included in a provision on the balance sheet. As at year-end 2012 (and 2011) no pension receivables and no obligations existed for the group in addition to the payment of the annual contribution due to the pension provider. The related industry pension fund or company pension fund respectively has stated that the funding ratio is 101.3% as at April 2013. The pension schemes are defined contribu-tion schemes or multi-employer schemes and as such pose no financial risk to ProDelta.

Provision participationsThis provision is formed for the expected payments charged to the company on behalf of participations.

Financial Instruments

Financial instruments be both primary financial instruments, such as receivables and paya-bles, and financial derivatives. The notes to the specific items of the balance sheet disclose the fair value of the related instrument if this deviates from the carrying amount. If the financial instrument is not recorded in the balance sheet the information on the fair value is disclosed in the notes to the “Contingent rights and obligations”.

For the principles of primary financial instruments, reference is made to the treatment per balance sheet item.

The company applies hedge accounting based on generic documentation. The company records the way in which the hedge relations suit the goals of the risk management, the hedge strategy and the expectation in respect of the hedge’s effectiveness. The effective part of financial derivatives that have been allocated for cost price hedge accounting is valued at cost.

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Principles for the determination of the result

The results are determined as the balance of net sales, other income and related costs during the financial year taking into account the accounting principles mentioned above. Profits on transactions are accounted for in the year in which the goods are supplied and the services are rendered; losses on transactions are accounted for in the year in which they are anticipated. Profits on rental-purchase option contracts are accounted for proportional to the instalments. The results of rental-purchase contracts are recognized in the year in which the goods are supplied. Transactions with participants are not eliminated from the net sales and the cost of sales.

Share in result of non-consolidated associated companies

Where significant influence is exercised over participations, the group’s share in the parti-cipations results is included in the consolidated profit and loss account as private equity. This result is determined on the basis of the accounting principles applied by ProDelta Holding B.V. Where no significant influence is exercised and for participations which qua-lify as participation company, the dividend income is accounted for in the profit and loss as financial income.

Taxation

Corporate income tax is calculated at the applicable rate on the result for the financial year, taking into account permanent differences between profit calculated according to the financial statements and profit calculated for taxation purposes, and with which deferred tax assets (if applicable) are only valued insofar as their realisation is likely.

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ProD

elta

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Notes to specif ic i tems of the consolidated balance sheet

Fixed Assets

Intangible Fixed Assets

As at 31 December 2012 the intangible fixed assets consist of intellectual property rights. The intellectual property has been amortised, because it is highly uncertain as to what value it will generate.

Accumulated amortisation is EUR 2.7 mio (2011: EUR 2.5 mio) as at 31 December and EUR 2.5 mio as at 1 January (2011: 2.1 mio).


The movements in tangible fixed assets can be specified as follows:

Real estate Cranes Other Total

As at 1 january 2012:

Acquisition cost 66,865 18,374 3,109 88,348

Accumulated depreciation - (5,379) (1,718) (7,097)

Accumulated revaluation (719) - - (719)

Carrying amount 66,146 12,995 1,391 80,532

Movements in 2012:

Additions 1,411 50,833 646 52,890

Disposals - (3,432) (38) (3,470)

Depreciation for the year - (5,005) (419) (5,424)

Revaluation real estate (1,355) - - (1,355)

Sum of movements 56 42,396 189 42,641

As at 31 December 2012:

Carrying amount 66,202 55,391 1,580 123,173

Accumulated depreciation - (10,384) (1,990) (12,374)

Accumulated revaluation (2,074) - - (2,074)

Acquisition cost 68,276 65,775 3,570 137,621

Depreciation period - 8 years 5 years

Residual value - 20% 0%

Financial Fixed Assets

The movements in financial fixed assets can be specified as follows:

Participations Loans from Total associated companies

Carrying amount as at 1 January 73,959 10,030 83,989

Investments - 13,526 13,526

Reclassification to short-term (4,600) (4,600)

Amortisation goodwill (3,640) - (3,640)

Change in exchange differences (189) - (189)

Share in result 5,561 - 5,561

Carrying amount as at 31 December 75,691 18,956 94,647

2012 2011

Participations:

Riwal Holding Group B.V. (50%) 62,721 60,489

Malo B.V. (50%) 4,306 4,651

RiRent B.V. (50%) 8,476 8,657

Others 188 162

Carrying amount as at 31 December 75,691 73,959

2012 2011

Loans from associated companies:

Riwal Holding Group B.V. 3,600 8,200

Holland Lift (SMP) 13,360 -

National Technological Park s.r.o. 1,957 1,740

Other 39 90


Outstanding loan bears interest in line with the prevailling market. There are no re-demption schemes. In 2012 there is EUR 3.6 mio to a banker (2011: no subordination).

Current Assets

Inventories

2012 2011

As at cost 11,895 12,081

Depreciation (523) (2,553)


Inventories include cranes and other equipment.


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Work in progress

2012 2011

Carrying amount as at 1 January 5,894 4,093

Reduction (2,140) -

Addition - 1,801


This amount represents a project in Berlin. The total cumulative project turnover as of balance sheet date amounts to EUR 11.4 mio.

Receivables

2012 2011

Trade debtors:

Total amounts receivable 21,148 10,441

Provision (47) (47)


Taxation and social security charges:

Corporation tax 1,070 2,486


Total receivables amount to EUR 54.3 mio (2011: EUR 48.4 mio). Non-current trade debtors amount to EUR 4.9 mio (2011: EUR 5.1 mio). Receivables contain loans to par-ticipants and participations of EUR 4,730,000 (2011: EUR 432,000).

Rental Purchase (option) Contracts

These contain receivables as a result of financial (option) contracts for an amount of EUR 5,642,000, which can be specified as follows:

2012 2011

EUR 000 EUR 000

Due in less than 1 year 1,379 1,514

Due in 1 to 5 years 4,111 4,111

Due in more than 5 years 152 152

5,642 5,777

Unearned interest income at year end with respect to future payments is EUR 916,000. This interest income at year-end 2012 is not part of the lease receivable.

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Cash at bank and in hand Bankers:The company, its shareholders and third parties had entered into an overdraft facility with bankers in which the securities for the bank are a personal guarantee of share-holders, the title to all inventories and accounts receivable and first mortgage on the real estate. In the beginning of 2012 a new credit facility is formalized. Because of the long-term financing conditions in this agreement, debts to these bankers are presented as long term-liabilities.

Group Equity

2012 2011

Shareholders’ equity 73,487 69,855

Interest third parties 45,235 44,120


Movement schedule shareholders’ equity as part of the group equity

2012 2011

Carrying amount as at 1 january 69,855 75,584

Result for the year of the legal entity 5,547 (4,965)

Amortisation goodwill of the legal entity (1,820) (689)

Movement of differences in exchange rates of the legal entity (95) (75)

Total result of the legal entity 3,632 (5,729)


Provisions

Deferred tax

2012 2011

Deferred tax as at 1 January 4,696 6,371

Allocations 165 (1,675)

Deferred tax as at 31 December 4,861 4,696

The provision relates to the lower fiscal valuation of inventories and the difference bet-ween the fiscal and commercial valuation of real estate. An amount of EUR 1.3 mio is predominantly long term (2011: EUR 1.2 mio).


Long-term l iabi l i t iesThe long-term liabilities concern loans of EUR 157.6 mio. The annual average interest over the year 2012 is 2.68%. Part of the loans have no redemption scheme. The total amount of long-term liabilities to an amount of EUR 62.5 mio, has a remaining term of more than five years.

Current Liabi l i t iesLoans:The annual interest rate of the loan is between 1.25% and 2.15% (2011: 2.05 – 2.57%). No redemption schemes have been agreed, but the loans have to be redeemed before 31 December 2013.

Taxation and social security charges:

2012 2011

Wage tax/social security charges 160 254

Value Added Tax 477 1,123

Carrying amount as at 31 December 637 1,377

Off-balance-sheet commitments

Reference is made to the off-balance-sheet commitments in the company financial statements.

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Notes to the specif ic i tems of the consolidated profit and loss account

Gross margin:

2012 2011

Net sales of cranes/equipment 18,071 39,878

Rental and maintenance of cranes 8,515 5,434

Private Equity 7,319 (7,393)

Sale, development and rental of real estate 17,456 9,074

Revaluation of real estate (1,343) (4,736)

Maintenance of real estate 263 514

Result on real estate participations (96) (152)

Other management activities 2,320 2,245

Net turnover 52,505 44,837

Cost of sales (30,693) (40,246)

Movement in depreciation of stock (on balance) (2,977) (2,312)

Cost of sales (33,670) (42,558)

Gross margin 18,835 2,279

2012 2011

Private Equity

Riwal Holding Group B.V. (50%) 4,785 (2,950)

RiRent B.V. (50%) (181) (362)

Malo B.V. (50%) 842 (4,027)

Others 1,873 (54)

Total 7,319 (7,393)

The net turnover can be specified per region as follows:

2012 2011

Europe 29,120 30,379

North and South America 8,085 3,776

Asia and the middle East 14,377 10,682

Africa 923 -

Total 52,505 44,837


Other management act ivit ies

Management activities concern the fees to third parties in respect of the management of real estate.

Labour costs

2012 2011

Salaries 2,618 2,870

Social security contributions 296 191

Pension contributions 287 277

Total 3,201 3,338

The amount referred to under Article 2:383 paragraph 1 of the Dutch Civil Code has not been included, because it can be traced to one single person in 2012. In 2011 there was an identical situation.

The average number of employees during the year was 30 (2011: 31) and can be speci-fied as follows

2012 2011

Real estate activities 13 14

Crane activities 6 6

Finance/management activities 11 11

Total 30 31

Employed in foreign countries: 1 (2011: 1).

The audit fee for the statutory audit is EUR 64,500 (2011: EUR 63,000).

Financial income and expenses

2012 2011

Interest income 4,688 5,898

Interest expenditure (4,145) (6,274)

Exchange differences realised 458 148

Total 1,001 (228)

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Corporation Tax

2012 2011

The corporation tax due has been calculated as follows:

Average 25% of the taxable amount (2011: 25%) 1,286 1,996

Movement deferred tax liabilities 165 (1,925)

Taxation according to the profit and loss account 1,451 71

The company and its wholly owned subsidiaries in the Netherlands constitute a fiscal unity. The effective tax burden is 15,3% while the statutory tax rate in the Netherlands is 25%. The effective tax for the year is influenced by non-taxable income, i.e. the reva-luation of real estate assets and the result from private equity.

Net result group

2012 2011

Net result 5,547 (4,966)

Third party interest 3,194 (2,842)

Total 8,741 (7,808)

Company f inancial statements

Company balance sheet

Company profit and loss account

Notes to the company financial statements

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Company balance sheet

After appropriation of result (amounts in thousands of euros)

Assets


Fixed assets

Tangible fixed assets 73 116

Financial assets 90,445 79,373

Total fixed assets 90,518 79,489

Current assets

Receivables:

Group companies 1,159 1,989

Associated companies 7,840 -

Outstanding loans and other financial

assets 458 458

Other receivables and prepayments 365 9,093

9,822 11,540

Cash at bank and in hand - 5,964

Total current assets 9,822 17,504

Total assets 100,340 96,993

Equity, provisions and Liabi l i t ies


Shareholders’ equity

Paid-up share capital 65,200 65,200

Share premium reserve 543 543

Revaluation reserve 996 996

Other reserves 6,748 3,116

Total shareholders’ equity 73,487 69,855

Long-term liabilities 25,432 21,000

Current liabilities

Trade creditors 129 137

Group companies 253 5,514

Associated companies 198 157

Other payables 841 330

Total current liabilities 1,421 6,138

Total equity, provisions and liabilities 100,340 96,993

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Company profit and loss account

Net result

2012 2011

Share in result of participations 3,829 (4,409)

Other income and expenses after taxation 1,718 (556)

Net profit 5,547 (4,965)

Notes to the company balance sheet and profit and loss account

Accounting principles

General

The company financial statements are prepared according to Book 2, Section 9, of the Dutch Civil Code. The company financial statements are prepared under the historical cost convention. Group companies are valued at net asset value. The other accounting principles are the same as those applied to the consolidated finan-cial statements. All amounts in tables are in thousands of euros.

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Notes to specif ic i tems on the company balance sheet

Fixed assets


The movements in tangible fixed assets can be specified as follows:

2012 2011

Carrying amount as at 1 January 116 161

Additions - -

Disposals - -

Depreciation for the year (43) (45)

Carrying amount as at 31 December 73 116

Acquisition cost as at 31 December 290 290

Accumulated depreciation as at 31 December 217 174

Acquisition cost as at 1 January 290 290

Accumulated depreciation as at 1 January 174 129

Financial f ixed assets

Group companies: Interest in 31.12.2011 Share in Other 31.12.2012

% result changes

ProDelta Lifting B.V. 50 44,894 3,385 (1,912) 46,367

ProDelta Real Estate B.V. 100 24,244 238 (2) 24,480

ProDelta Management B.V. 100 500 53 947 1,500

ProDelta Maaslust B.V. 100 372 151 - 523

Stadsherstel Historisch Rotterdam N.V. 113 2 - 115

70,123 3,829 (967) 72,985

The other changes in ProDelta Lifting B.V. mainly consist of the amortisation of goodwill of EUR 1.8 mio. The other changes in ProDelta Real Estate B.V. consists of the amortisa-tion of goodwill. In 2012 ProDelta Holding deposit EUR 1 mio as share capital in ProDelta Management B.V..

Loans 2012 2011

ProDelta Lifting B.V. 8,250 2,250

ProDelta Real Estate B.V. 5,610 3,400

ProDelta Maaslust B.V. 3,600 3,600

Total 17,460 9,250

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Shareholders’ equity

2012 2011

Paid-up share capital 65,200 65,200

Share premium reserve 543 543

Revaluation reserve 996 996

Other reserve 6,748 3,116


Paid-up share capital

The authorised share capital amounts to EUR 100 mio, being 99,500 shares of EUR 100 each and 5,000 preferred shares of EUR 100 each. Issued and fully paid up are 65,000 ordinary shares and 2,000 preferred shares. As at year end the paid-up share capital amounts to EUR 65.2 mio.

Revaluation reserve

2012 2011

Revaluation reserve

Balance as at 1 January 996 3,294

From other reserves - (2,298)

Carrying amount as at 31 December 996 996

Other reserves

2012 2011

Balance as at 1 January 3,116 6,547

Amortisation goodwill 1,820 (689)

Revaluation reserve - 2,298

Movement of differences in exchange rates (95) (75)

Result for the year 5,547 (4,965)


Off-balance-sheet commitments • The company is as of the year 2012 head of the fiscal unity for corporation tax pur-

poses with its wholly owned group companies. Two participations in the group form a fiscal unity for the VAT. The companies are jointly and severally liable.

• The company and its group companies have committed themselves to purchase equip-ment in 2013 to an amount of EUR 4.8 mio.

• The company has joint and several liability with respect to bank credits granted to ProDelta Lifting B.V., and its wholly owned group companies, ProDelta Real Estate B.V. and its wholly owned group companies, ProDelta management and its wholly owned group companies and ProDelta Maaslust B.V.

• The company and its group companies has interest swaps, with a total negative market value as at 31 December 2012 of EUR 3.2 mio.

• Pledges have been given to secure financing facilities in the form of shares of Riwal Holding Group B.V. and several subsidiaries.

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Notes to specif ic i tems on the profit and loss account

Result of group companies after taxation

2012 2011

ProDelta Lifting B.V. 3,385 (2,607)

ProDelta Real Estate B.V. 238 (2,048)

ProDelta Management B.V. 53 66

ProDelta Maaslust B.V. 151 176

Stadsherstel Historisch Rotterdam N.V. 2 4

Result for the financial year 3,892 (4,409)


H.W. Ledeboer, Chief Executive Officer*

M.E. Vermeer, Director Finance

F. van Dijk, Director Real Estate

* Director under the articles of association

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Other information

Other information

Auditors’ report

Reference is made to the auditors’ report hereinafter.

Provisions in the art ic les of associat ion regarding profit appropriat ion

Under article 21 of the articles of association the profit is at first subjected to preferred dividend for its preferred shares. The remainder of profit is at the free disposal of the general meeting of shareholders.

Profit appropriat ion for the year 2011The general meeting of shareholders has determined the appropriation of result in accordance with the proposal that was made.

Proposed result appropriat ion for the year 2012

It is proposed to add the 2012 profit of EUR 5,547,000 to the other reserves.

In anticipation of the approval of the general meeting this proposal has already been incorporated in the 2012 financial statements.

Subsequent events

In January 2013 ProDelta Lifting bought the remaining 50% shares of Malo B.V. Malo B.V. holds 50% of the shares of Riwal Holding Group B.V. and 25% of the shares of RiRent B.V. In March 2013 ProDelta Investment Partners B.V. acquired (another) 20% of the shares in a company with limited liability, SMP International B.V. ProDelta Invest-ment Partners B.V. possesses 95% of the shares in SMP International B.V.

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INDEPENDENT AUDITORS’ REPORT

To the general meeting of ProDelta Holding B.V. at Rotterdam.

Report on the f inancial statementsWe have audited the accompanying financial statements 2012 of ProDelta Holding B.V., Rotterdam, which comprise the consolidated and company balance sheet as at 31 December 2012, the conso-lidated and company profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information.

Managements’ responsibi l i ty

Company’s management is responsible for the preparation and fair presentation of thesefinancial statements and for the preparation of the board of directors’ report, both in accordancewith Part 9 of Book 2 of the Dutch Civil Code. Furthermore management is responsible for suchinternal control as it determines is necessary to enable the preparation of the financial statementsthat are free from material misstatement, whether due to fraud or error.

Auditors’ responsibi l i ty

Our responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.This requires that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the fmancial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error.In making those risk assessments, the auditor considers internal control relevant to the company’spreparation and fair presentation of the financial statements in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the company’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates madeby management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.

Opinion with respect to the f inancial statements

In our opinion, the financial statements give a true and fair view of the financial position ofProDelta Holding B.V. as at December 31, 2012 and of its result for the year then ended inaccordance with Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirementsPursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code,we have no deficiencies to report as a result of our examination whether the board of directors’report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of thisCode, and whether the information as required under Section 2:392 sub 1 at b-h has beenannexed. Further we report that the board of director’s report, to the extent we can assess, isconsistent with the financial statements as required by Section 2:391 sub 4 of the Dutch CivilCode.


Deloitte Accountants B.V.

Was signed: J. Moerman RA

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