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Annual Report

2006

In a world of technology a belief in people

Table of contents
Company
Company mission Company profile Ten-year trend charts Company management and data Principal data (consolidated)
 7 8 10 11

Reports
Report of the Supervisory Board Report of the Managing Board
1 19

Business Areas
Distribution Baggage Handling Express Parcel Services
28 36  2

Financial Statements
Consolidated balance sheet Consolidated profit and loss account Consolidated cash flow statement Principles of financial reporting Notes to the consolidated balance sheet Notes to the consolidated profit and loss account Balance sheet of the Company Profit and loss account of the Company Notes to the balance sheet of the Company
62 63 6 6 68 73 77 78 79

Other information
Articles of association Auditors report Proposed appropriation of Net income List of group companies Addresses
82 83 8 8 86

 | Vanderlande Industries

Vanderlande Industries | 

Company
Mission
To support our customers worldwide in significantly improving their competitive position by designing, implementing and servicing automated material handling systems.

Report of the Board of Supervisory Directors

Vanderlande Industries | 7

Company Profile
Vanderlande Industries provides automated material handling systems and accompanying services. It focuses on improving its customers business processes and strengthening their competitive position. The Company is active in the markets for Baggage Handling at airports, Distribution Centres and Express Parcel sortation facilities, and related Services. The Company implements material handling systems of all sizes, ranging from many local sorting depots, airports and distribution centres to the worlds largest facilities.

In every case the emphasis is on close partnership with the customer, extending from initial analysis of the underlying business processes through to total life-cycle support. To achieve this, the Company possesses core competences in all the relevant disciplines, ranging from system design and engineering, through supply chain management and manufacturing, to information and communication technology, system integration, project management and customer services.

Vanderlande Industries is a global player with a presence in all key regions of the world. It operates locally through Customer Centres in many countries handling all key business functions and maintaining direct contacts with customers.

Vanderlande Industries | 9

Ten-year trend charts


(In millions of Euro)

233,5

452,4

575,5

578,5

402,0

306,7

331,5

279,8

173,2

170,3

241,6

148,2

161,2

282,2

264,7

329,8

358,4

177,7

332,3

436,3

6,6 *

16,0

14,1

3,5

3,1

2,9

2,9

4,5

2,8

2,0 *
2005

4,6

8,2

5,0

2,8

8,8

7,3

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

1997

3,1

1998

1999

1,6

2000

2001

2002

1,4

2003

2004

2006

Net sales

BAA contract UPS contract Regular contracts

* Net income excluding exceptional item

518,2

249,4

299,3

546,3

176,4

185,6

543,9

609,0

518,2

249,4

299,3

546,3

176,4

185,6

543,9

609,0

1997

1998

1999

2000

2001

2002

2003

2004

635,1

2005

600,8

635,1

2006

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

518,2

249,4

299,3

546,3

176,4

185,6

543,9

609,0

635,1

600,8

600,8

37,6

88,1

16,1

19,9

18,9

2,8

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

1997

1998

1999

2000

2001

2002

2003

22,5

2004

14,8

2005

2006

10 | Vanderlande Industries

28,8

8,8

Vanderlande Industries | 11

3,2

Company management and data


Supervisory Board
Ir. W.D. Maris (1939), Chairman Ir. J.H.L. Albers (1952) Drs. L.P.E.M. van den Boom RA (1952) Mr. J.-P.W.M. van Leeuwe (1957)

Principal data (consolidated)


(In millions of Euro)

2006

2005

2004

2003

2002

Order intake Net sales Order book Operating profit (EBIT) Net income excluding exceptional item Net income Depreciation Cash flow Capital investments Dividend 1) Ratios (%) Gross profit/net sales Operating profit (EBIT)/net sales Net income/net sales Net income/shareholders equity Shareholders equity/total assets
EUR per ordinary share issued of EUR 5 each Operating profit Net income 2) Cash flow Dividend Shareholders equity

402.0 436.3 600.8 24.0 14.1 14.1 5.2 19.3 6.7 3.9

358.4 332.3 635.1 10.4 6.6 1.4 4.6 6.0 7.6 -

329.8 264.7 609.0 13.0 7.3 7.3 4.5 11.8 5.5 1.8

279.8 282.2 543.9 15.3 8.2 8.2 4.4 12.6 6.4 2.5

578.5 331.5 546.3 12.5 4.5 4.5 4.7 9.2 4.6 1.2

Managing Board
Ir. P.J. Gerretse (1955), President and CEO E. Boudewijn RA (1949), Managing Director and CFO Dr. Ir. R. Overwater (1958), Managing Director Dr. Ir. M. Peters (1966), Managing Director Ir. R. Bosse (1960), Vice President Ir. P. Havenaar (1955), Vice President

Financial year
The financial year of the Company is from April 1 to March 31.

15.7 5.5 3.2 28.8 31.6

15.4 3.1 2.0 2) 2.8 32.8

19.4 4.9 2.8 14.8 37.5

19.3 5.4 2.9 22.5 36.0

15.4 3.8 1.4 18.9 26.6

Year of foundation
1949

80.16 47.12 64.61 13.02 167.31 299 125 1 345

34.67 4.65 20.00 159.58 299 125 1 201

43.38 24.52 39.50 6.02 171.72 299 125 1 085

51.08 27.48 42.30 8.22 159.49 299 125 1 016

41.67 15.08 30.69 3.88 85.21 299 125 944

Number of ordinary shares outstanding Manpower at March 31

1)

Dividend on ordinary shares Net income excluding exceptional item

2)

12 | Vanderlande Industries

Vanderlande Industries | 13

Reports
Vanderlande Industries aims to support its customers in the continuous improvement of their logistics processes by working in long-term partnership with them.

Vanderlande Industries new Innovation Centre

Vanderlande Industries | Reports | 1

Report of the Supervisory Board


To our Shareholders,
We have the pleasure of presenting you with the annual report for the financial year 2006 as prepared by the Managing Board.

Composition of the Supervisory Board


Mr. L. Van den Boom will step down from the Supervisory Board at the 2006 General Meeting of Shareholders. The Supervisory Board thanks him warmly for his considerable contribution to the Company over the past 4 years. Furthermore the Supervisory Board will propose to the General Meeting of Shareholders on June 29, 2006 that Mr. B. Kramer is appointed to the Supervisory Board as his successor.

Financial Statements
The Supervisory Board has reviewed the financial statements and the notes thereto of Vanderlande Industries b.v. (the Company) for the financial year 2006, as prepared by the Managing Board. PricewaterhouseCoopers Accountants n.v. have duly examined these financial statements. Their report is included in this Annual Report. The Supervisory Board agrees with the Annual Report for the year ended March 31, 2006 and proposes to the General Meeting of Shareholders to adopt this report. The Supervisory Board also recommends that the General Meeting of Shareholders adopt the proposal of the Managing Board to declare a dividend of EUR 1 116 123 to the holders of preferred shares and a dividend on ordinary shares of EUR 3 894 608. The dividend proposal corresponds to a payout of EUR 13.02 per ordinary share. The Supervisory Board concludes that the Managing Board performed well in financial year 2006. It recommends that the General Meeting of Shareholders discharges the Managing Board from all responsibility for its management of the Company in the financial year ended March 31, 2006. And - equally - that it discharges the Supervisory Board from their supervisory responsibilities for the same period.

Composition of the Managing Board


In order to cope with the continuing strong growth of the Company, it was decided to further strengthen the Managing Board. As a result Mr. R. Overwater joined the Company on March 1, 2006 as Managing Director. He will be responsible for the European subsidiaries of the Company and will focus on the further development of the activities in the Distribution market. Earlier in the financial year, on July, 1, 2005 Mr. P. Havenaar joined the Company as Vice President. He will be responsible for the execution of the various very large contracts handled by the Company.

Supervision
The Board met five times during the financial year 2006. Topics of discussion at the meetings included the general strategy and business plan of the Company, the commercial and technological developments within the Company and legal issues.

16 | Reports | Report of the Board of Supervisory Directors

Vanderlande Industries | Reports | 13 17

The Board was kept informed of progress during the financial year by means of monthly reporting, and was consulted regularly. One of the meetings was held at Heathrow Airport and included a meeting with the customers and Companys staff handling the Terminal 5 project. Members of the Supervisory Board exchanged views with members of the Works Council during the Councils meetings. The Board valued the frank and constructive nature of these discussions. The Audit Committee meetings were attended by the Chief Financial Officer on behalf of the Managing Board and the external and internal auditors. Topics such as taxation and risk management were discussed in depth. The functioning of the internal and external control mechanisms and the internal audit groups working plan were also discussed. The Audit Committee was informed of important findings from the regular audit visits of the internal audit department. The external auditor was given the opportunity to discuss issues with members of the Audit Committee in the absence of the Companys staff. The Audit Committee has also been involved in the discussions concerning the sale of the shares of the employees to the existing shareholders.

The main items discussed by the Remuneration Committee concerned the functioning of the individual members of the Management Board and their remuneration. Finally, we would like to express our appreciation to the Managing Board and all employees for their achievements in the financial year. Without their enthusiasm, entrepreneurship and professionalism Vanderlande Industries would not have reached the leading position that it holds today.

Veghel, June 1, 2006

On behalf of the Supervisory Board,


W.D. Maris Chairman

18 | Reports | Vanderlande Industries

Report of the Managing Board


The worldwide market for automated material handling systems showed strong growth in most of the markets and geographical areas in which the Company is active. Especially the market for Baggage Handling grew significantly due to the worldwide increases in passenger numbers. This growth was further strengthened by the increasing demand for safety and reliability. In the Express Parcel industry the economic recovery combined with the conclusion of an important phase in the industry consolidation resulted in an increasing number of requests for systems. The market for Distribution systems in Europe remained difficult although there are clear signs of recovery. Customers increasingly value life-cycle support to maintain, improve and enhance the performance of their systems. As a result the market for Services continued to grow. The Company is pleased that it was able to increase its market position through an order intake of EUR 402 million, a 12% increase from last years EUR 358 million. Order intake in the Baggage Handling segment included several orders from Russia and Turkey as well as for airports like Cairo, Vancouver and Hyderabad. This latter order represents the first success of the Company in the Indian market. Order intake also included additional orders from Amsterdam Airport Schiphol as part of a long-term framework agreement. In the Distribution segment the Company was able to secure several major orders in a number of European countries. Among them was a substantial order from fashion retailer Next Ltd. in the UK. Net sales increased by 31% to EUR 436 million compared with last years EUR 332 million. Major contributors to this increase were the Companys subsidiary International and the BAA contract for the baggage handling system of the new Terminal 5 at London Heathrow. Progress on the BAA contract is according to schedule. Operating profit increased from EUR 10.4 million last financial year to EUR 24.0 million this year, mainly due to the growth of net sales and as a result of the process improvement initiatives. Net income in financial year 2006 increased to EUR 14.1 million. Last years net income was influenced by an exceptional item resulting in a net income of EUR 1.4 million. If this exceptional item is not taken into account, net income increased by 113% from last years EUR 6.6 million. The order book decreased, as a result of the progress on the BAA contract, to a level of EUR 601 million (last year EUR 635 million). Excluding the BAA contract, the order book increased by 27% to EUR 499 million (last year EUR 393 million). This above-market-average order book further strengthens the solid base for the coming years.

Order intake 2002-2006


Distribution by contract size in Euro (including very large contracts)

< 100 000 100 000 - 250 000 250 000 - 1 million 1 million - 2.5 million 2.5 million - 10 million 10 million - 25 million > 25 million

4% 5% 10% 14% 20% 15% 32%

57-4-10-0 57-4-10-0 57-4-10-0 6-96-94-1 57-4-10-0 6-96-94-1 6-96-94-1 35-36-44-0 57-4-10-0 6-96-94-1 57-4-10-0 35-36-44-0 35-36-44-0 6-96-94-1 36-12-67-0 57-4-10-0 35-36-44-0 6-96-94-1 36-12-67-0 36-12-67-0 35-36-44-0 6-96-94-1 36-12-67-0 35-36-44-0 36-12-67-0 35-36-44-0 36-12-67-0 36-12-67-0

20 | Reports | Report of the Board of Supervisory Directors

Vanderlande Industries | Reports | 13 21

Strategic focus
In providing automated material handling systems, the Company aims to support its customers in significantly improving their competitive position. The Company works in partnership with customers to improve their processes by supplying systems and life-cycle support. Success is defined in terms of the Companys ability to improve its customers logistics processes in terms of speed, throughput, availability, cost and accuracy at a competitive price level. The Company is one of the leading global players in providing and integrating automated material handling systems and related services, from small and medium-sized systems and system upgrades through to the worlds largest automated material handling systems. The Company operates locally through Customer Centres in many countries, handling all key business functions and maintaining direct contacts with customers. Other activities such as R&D, Engineering, Manufacturing and the management of Major Projects are concentrated at the Companys main location in Veghel (the Netherlands). To support the global activities of the Company local supply chains have been established, together with local partners, in Europe, the USA and Asia. The Company focuses its activities on the markets for Baggage Handling at airports, Distribution centres and Express Parcel sortation facilities, and associated Services. These markets are expected to show a sound growth in the future. Increasing passenger numbers and demands with regard to reliability, speed, productivity and ergonomics in combination with a shortage of manpower will lead to increasing investments in automated material handling systems. This trend will be strengthened in the coming financial years by the worldwide economic growth. The continuous investments in R&D and in the training of its people, together with a worldwide reference base, will enable the Company to benefit from these market developments. The Companys aim is to increase the number and volume of long-term partnerships with customers. Working closely together with customers over a longer period of time in the design and execution of projects improves the quality of design, implementation time and overall efficiency. In combination with the supply of supporting services during the operational use of a system, this clearly creates added value for customers. For the company it has the advantage of providing a more stable and predictable workload. The Company believes that the growth of its business by relying mainly on autonomous growth will deliver the best results for its customers and stakeholders.

Innovation, the key to our success


One of the main reasons for the Companys current market position is the great emphasis it places on technology and market-oriented innovation. R&D is a major tool in responding to the anticipated needs of our customers and in maintaining our competitive advantage. The Company continued to introduce new concepts, processes, products and standard IT software packages to the market. For example in this financial year the EXPREXORTER tilt tray sorter and the HDS (High Dynamic Storage) technology with high throughput and product accessibility were introduced, and the vISIOn software suite was extended with new modules. During the financial year, the Companys Innovation Centre was opened. In this centre new technology is tested and demonstrated. The centre also houses the RFID Experience Centre in which, together with Capgemini and SAP, RFID applications can be tested and demonstrated in an integrated and realistic environment. Additional capacity and expert knowledge in specialised areas are provided by strategic long-term partnerships. This has resulted in the incorporation of new developments like robot handling of baggage at airports and the integration of RFID in the Companys systems. Company-sponsored R&D in financial year 2006 amounted to EUR 11.2 million (last year EUR 10.4 million). This expenditure excludes considerable development expenses which are directly attributable to specific customer contracts.

A belief in people
To ensure the necessary customer focus and to be able to operate effectively and safely, a high level of involvement of the Companys employees is required and actively stimulated. The Company is fully committed to provide excellent standards of health and safety for its employees. The necessary management tools and facilities to support our employees in their work are constantly upgraded. An essential part of the Companys strategy is to give its people the opportunity for personal development. This is done not only through on-the-job learning, but the Company also provides continuous training, (international) job rotation and management development programs. The very low turnover of employees indicates the success in this respect. Manpower (Full Time Equivalent - FTE) increased to 1 345 at year-end (last year 1 201). The increase was at our foreign subsidiaries as well as at our main location in the Netherlands. Approximately 50% of our employees have a college or university degree. The knowledge and competence of our people and of our technology partners is of crucial importance for the success of the Company: In our world of technology, we believe in people
12

10,4

4,4

4,2

9,4

9,5

11,2

6,4

5,4

8,4

8,6

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2006

R&D Investments

22 | Reports | Vanderlande Industries

Vanderlande Industries | Reports | 23

Financial results
Operating profit Gross profit increased from EUR 51.0 million last year to EUR 68.4 million this financial year. As a percentage of net sales gross profit increased from 15.4% last financial year to 15.7% this year. Selling, general and administrative expenses increased to EUR 33.2 million this financial year compared with last years EUR 30.2 million. This increase is mainly due to the organisational strengthening of the subsidiary International. R&D costs in financial year 2006 at EUR 11.2 million were above those of financial year 2005 (EUR 10.4 million). As a percentage of net sales, R&D costs declined from 3.1% in financial year 2005 to 2.6% in financial year 2006. As a result of the above the Companys operating profit (EBIT) increased to EUR 24.0 million in financial year 2006 (last year EUR 10.4 million). This corresponds to 5.5% of net sales (last year 3.1%). Net income The consolidated result from operations before tax increased to EUR 21.1 million (last year EUR 2.6 million), and includes negative other income and expenses of EUR 2.9 million (last year negative EUR 7.7 million). The tax burden for the year was EUR 6.1 million on a profit before tax of EUR 21.1 million. The consolidated effective tax rate in financial year 2006 was 29.2% (last year 17.9%). Net income increased to EUR 14.1 million in financial year 2006. Last years net income of EUR 1.4 million was influenced by an exceptional item. Excluding this exceptional item, net income last year was EUR 6.6 million. On this basis net income as a percentage of net sales increased from 2.0% last year to 3.2% this year.

Financial position
The Company follows an active policy to optimise its balance sheet ratios and thus limit financial risks in order to maintain its long-term financial solvency. The balance sheet based on capital employed can be summarised as follows:
In millions of Euro 31.03.2006 31.03.2005 31.03.2004

Risk management
The Companys risk management policy is aimed at the management of its business activities and limiting risks where possible. In relation to projects implemented worldwide, the Company is engaged in complex business contracts and agreements in which it may encounter legal, financial and intellectual property issues. Also, and more specifically, the Company faces the commercial risk of irregular order intake, and is exposed to risks relating to technology, project cost estimates and foreign exchange rates. These issues require special procedures. The Company has an internal control system in place for this purpose. Irregular pattern of Order intake The spread of the Companys business activities, both geographically and across market segments, is essential in limiting the risks of fluctuations in volume and margins. Delays and interruptions in the flow of orders can lead to losses in a limited time-frame due to underutilisation of capacity. To limit the risk of underutilisation of people and facilities, it is Company policy to subcontract substantial portions of projectrelated engineering and manufacturing. Technology risks The vast majority of the contracts in which the Company engages have a high content of customer-specific technical and performance requirements. In most cases we give customers the guarantee that projects will be completed as scheduled, and that the system will meet specific performance criteria. We have procedures and tools such as system simulation in place to address our potential exposure to these risks during the bid preparation process. Project cost estimation risks The majority of contracts have a fixed contract price. Under a fixed price contract we benefit from potential cost savings. At the same time, however, we bear the risk of most cost overruns. Contract pricing is established on detailed cost estimates based on a number of assumptions with respect to engineering, software, project management and site activities, but also regarding equipment and third-party supplies. If these cost estimates prove inaccurate or circumstances change, cost overruns may occur. The Company has systems in place to monitor and analyse the actual cost and the cost-to-complete of projects. Financial and legal risks Before acceptance of a contract, a detailed review of its terms and conditions is carried out from a financial and legal point of view. The Company makes intensive use of Letters of Credit. An important objective of the Company is furthermore to protect its technical know-how and intellectual property rights, which are considered major assets of the Company.

Fixed assets Working capital Cash/bank overdrafts Capital employed Group equity Provisions Financing

34.6 25.0 0.4 60.0 51.1 8.9 60.0

33.2 11.9 9.9 55.0 48.7 6.3 55.0

30.3 19.9 8.1 58.3 52.2 6.1 58.3

Capital employed increased by EUR 5.0 million or 9% to EUR 60.0 million. Investments in tangible fixed assets in financial year 2006 amounted to EUR 5,9 million (last year EUR 7.6 million). These investments related mainly to the construction of the Innovation Centre and R&D test systems in the Netherlands. Depreciation in the year was EUR 5.2 million compared with EUR 4.6 million last year. The increased business volume led to an increase in working capital. This increase was limited due to a strict policy on credit management and a continuous focus on cash flows. The Company had no long-term loans at year-end. As at March 31, 2006 the Company had issued bank guarantees amounting to EUR 88.3 million. The total facilities for bank overdrafts and guarantees amount to EUR 254.0 million. At the end of the financial year all banking covenants of the Company were more than comfortably met.

2 | Reports | Vanderlande Industries

Vanderlande Industries | Reports | 2

Foreign exchange risks A considerable portion of the Companys business is realised in countries with currencies other than the euro. The Company applies a central foreign exchange management policy and adheres to minimising exposure to foreign exchange rate fluctuations. The basic principle is to minimise exposure by the use of natural hedging, either by a split of the contract value in currencies of payment or by actively subcontracting activities in those currency areas in which revenues are realised. To minimise remaining exposure, the Company uses a number of financial instruments, particularly foreign exchange contracts and options. No speculative foreign currency transactions are entered into. Due to the time interval between submitting quotes and the (delayed) awarding of orders, during which period forward exchange contracts would not be appropriate, changes in exchange rates can influence project results. To minimise these risks the Company also uses exchange risk insurances. Internal control Constant monitoring of operational and financial results is necessary due to the nature of the Companys business. Clarity and transparency are essential for assessing and evaluating risks. These are fundamental characteristics of the Companys culture. The Company has implemented a series of actions to address internal control. The Company has guidelines for business units including precise instructions for, among other things, risk management. Managers are bound by clear restrictions regarding representative authorisation. Contracts with values or risks that exceed specified amounts or conditions must be approved by the Managing Board.

The Company operates an annual planning system which is fundamental to the control of the Companys performance. The annual budget is reviewed by the Managing Board with the management of each business unit to ensure that all plans prepared are achievable and also present a challenge to its management. The consolidation of the business unit plans results in the annual budget for the Company, which is approved by the Supervisory Board. A financial reporting system is in place which compares actual results with budget to identify, analyse and explain significant deviations from approved plans. In this respect the Company has defined procedures and financial controls to ensure the complete and accurate reporting of accounting information. Each year managers of the business units sign a representation letter related to financial reporting and internal control. To enhance compliance the Company has an Internal Audit Department which reports independently and directly to the President and CEO, the Audit Committee and the external auditors.

Appropriation of profits
A preferred dividend of EUR 1.1 million will be distributed to the preferred shareholders. The Managing Board proposes a dividend on ordinary shares of EUR 3.9 million. This dividend proposal corresponds to a payout of EUR 13.02 per ordinary share.

Outlook
In financial year 2007 the Company expects growth in all the markets it serves; ranging from a return to growth of the Distribution market to continued strong growth in Baggage Handling. Based on these market developments, the Company forecasts a further growth in Order intake. Based on the expected Order intake and the current Order book of EUR 601 million at March 31, 2006 the Company expects a marked increase in Net sales in financial year 2007. Net income in financial year 2007 is expected to increase strongly. This is not only as a result of the anticipated increase in net sales, but also due to the continuous focus on process improvements and the effects of the efforts made in the previous years. Based on these expectations the Company continues to invest in new people, R&D and the improvement of the capabilities of its existing workforce. We would like to thank our employees for their dedication, involvement and professionalism and value their contribution to the Company, and we look forward to working together with the same enthusiasm and spirit in the future.

Veghel, June 1, 2006 On behalf of the Managing Board P.J. Gerretse - President and CEO E. Boudewijn - Managing Director and CFO

26 | Reports | Vanderlande Industries

Vanderlande Industries | Reports | 27

Distribution
Automated logistics solutions for warehousing and distribution throughout the supply chain.

Business Areas
The Company focuses on providing fast, efficient, reliable and labour-saving automated material handling systems and accompanying services in distribution centres and express parcel sortation facilities, and for baggage handling at airports.

Baggage Handling
Baggage Handling systems at airports, from check-in through sorting to flight destination to the handling of arrival baggage.

Express Parcel
Solutions for the Express Parcel industry, for fast data capture and automated sortation of parcels and documents.

Services
A full range of services covering maintenance support, continuous operations improvement and system enhancement to extend life-cycle performance.

28 | Business Areas | Vanderlande Industries

Distribution

30 | Reports | Vanderlande Industries

Report of the Board of Supervisory Directors | Reports | 31

Distribution
Vanderlande Industries provides automated solutions for storage, order picking, sorting, consolidation and warehouse control in the distribution supply chain.

Through its in-depth understanding of business processes in warehousing and distribution, the Company is able to equip its customers with solutions that improve logistics execution, return on investment and flexibility to meet changing demands and future growth.

The Company is among the top 10 suppliers of these systems worldwide, and the top 5 in Europe, with a strong track record in automating more than 1000 distribution centres in recent years. These are found in a wide range of industries, serving segments as diverse as care, food, fashion, automotive, parts & components, retail and business-to-consumer.

32 | Baggage Handling | Vanderlande Industries

Vanderlande Industries | Distribution | 33

In the market for the mechanisation and automation of distribution centres, customers expect flexible, scalable solutions with a predictable output that create value in their supply chains. Information Technology plays an increasingly important role in achieving these aims. The Companys workforce clearly reflects this trend: over 25% are IT specialists.

Configurable solutions - powered by best practice


Automating more than 1000 distribution centres inspired the Company to define best practices for storage, order picking, sorting, consolidation and warehouse control. Using these best practices allows customer-specific solutions to be configured rather than developed from scratch, reducing risk and implementation time. System performance increases and becomes predictable throughout system lifetime. In addition, systems can respond to changing demands and future growth. Today best practices are available for Zone Picking, Compact Picking, Order Distribution, Batch Picking and Cross Docking.

Order intake 2002-2006


Excluding very large contracts

Distribution 33%

Configurable solutions - enabled by technology


Year on year the Company makes significant R&D investments. New technology forms the basis for the ability to deliver configurable solutions. New technology is tested and demonstrated in the Companys Innovation Centre. Examples include RFID, vARIOSTORE, CROSSORTER and POSISORTER.

RFID
The Innovation Centre accommodates the RFID Experience Centre: a centre of competence for testing and demonstrating RFID applications in an integrated, realistic distribution environment. Companies cooperating in the Centre are Capgemini, SAP, Tyco, Philips, Hewlett-Packard and Intel.

3 | Distribution | Vanderlande Industries

Vanderlande Industries | Reports | 3

Automated Storage
With the introduction of vARIOSTORE, a comprehensive range of mini-load stacker cranes and load handling devices, the Company extends its range of ready-to-implement modules for carton and tote storage, order picking and consolidation.
vARIOSTORE is

Warehouse Control
vISIOn Logistics

a cornerstone technology for our Compact Picking best practice, with vARIOSTORE HDS at its high end enabling over 1000 picks per hour.

Software Suite is a modular Warehouse Control System that brings best practices to life in the actual operating environment. vISIOn has certified interfaces ready to integrate with external ERP, WMS and TMS systems. The Company is a recognised SAP Software Partner and has a strategic alliance with Manhattan Associates, a leading supplier of supply chain solutions. The continuous development and refinement of best practices and enabling technologies allows the Company to deliver flexible and scalable solutions with predictable output, even when business needs change over time.

Sorting
CROSSORTER and POSISORTER are

high-speed sorters with a proven track record. Typical applications include final sorting of batch picked items and cross-docking in warehouses. Both sorters represent state-of- the-art sorting technology and provide key technology for our best practices in Batch Picking and Cross Docking.
vARIOSTORE, CROSSORTER and POSISORTER are

central to configurable solutions. Other elements include a wide range of conveyors and the vISIOn Logistics Software Suite.

36 | Distribution | Vanderlande Industries

Vanderlande Industries | Reports | 37

Baggage Handling

Heathrow Terminal 

Report of the Board of Supervisory Directors | Reports | 39

Baggage Handling
Vanderlande Industries baggage handling systems are used at airports around the world. They provide fast, safe and robust security screening, storage, sortation and transportation of departure baggage from check-in to departure gate, as well as of transfer and arrival baggage.

With over 350 references around the world at both large international and regional airports, the Company is among the worlds top 3 suppliers of these systems. It is the only supplier able to offer all available baggage handling technologies including integration of robotics. References include long-term partnerships with leading airport operators covering the whole delivery process from concept analysis and design to long-term services including Operations and Maintenance. These enable airports to effectively address the pressures on cost, handling quality and security, as well as to deal effectively with increasing passenger numbers and baggage volumes.

Vanderlande Industries | Baggage Handling | 1

Increasing requirements for passenger satisfaction and safety, together with growing passenger numbers, require robust baggage handling systems. Systems that minimise costs and maximise performance in an ergonomically optimised working environment. The Company has a proven track record for innovative solutions that solve baggage handling challenges. Its project management skills and experience in IT integration of projects of every size result in projects delivered on-time and within budget.

Widest technology range


The Company is the only system supplier capable of delivering the full range of technologies, from robust reclaim carousels to extensive, high-speed DCV track systems and robot handling of baggage. Both new systems and extensions of existing systems are characterised by the highest long-term performance.

DCV systems
The Company is the only supplier with a proven track record in successfully implementing high-speed DCV systems and installed DCV systems as early as 1970. The Company offers both track- and tub-based DCV systems. TUbTRAX, baggage in tubs, and the track-based version bAGTRAX, are operating successfully at numerous airports around the world. Both DCV technologies form an important part of the system for the new Terminal 5 at London Heathrow airport which is at present being commissioned.

Order intake 2002-2006


Excluding very large contracts

Baggage handling 45%

Belt systems
Belt systems are still the most effective solution for many airports. The Company has implemented more than 300 beltbased systems worldwide, using its wide range of standardised modular equipment, both conveyors and sorters.

2 | Baggage Handling | Vanderlande Industries

Vanderlande Industries | Reports | 3

Operations & Maintenance


The Company provides comprehensive Operations & Maintenance packages, tailored to customers individual needs throughout their system life-cycles. These services ensure constant high performance and optimised logistics processes in changing airport environments.

Standard Baggage Execution IT System


Years of experience with routing, planning, data management, maintenance and decision support functions are combined in the standard vIbES IT package. vIbES provides all the required baggage handling control functions and their visualisation. The system is operating at a growing number of airports around the world.

Baggage Handling developments


Investments in R&D continue to enable Vanderlande Industries to meet tomorrows baggage handling needs. The focus is on improving operator ergonomics while reducing handling costs and improving performance. Several kinds of robotics and the introduction of RFID and vision systems are key elements in these plans, and pilots are running successfully under real-life conditions. These developments will enable the Company to continue to design, implement and service systems that contribute to fast, safe and robust baggage handling processes at airports around the world.

 | Baggage Handling | Vanderlande Industries

Vanderlande Industries | Reports | 

Express Parcel

6 | Reports | Vanderlande Industries

Report of the Board of Supervisory Directors | Reports | 7

Express Parcel
For the Express Parcel industry Vanderlande Industries offers the worlds widest range of information and sortation systems for both parcels and documents. These are applied in facilities of all sizes: from small local depots with throughputs of some thousands of parcels per day to the worlds largest automated sorting hub handling well over 100 000 parcels per hour. The Company is a leading systems partner in this market.

The Company has automated more than 300 Express Parcel sortation facilities worldwide, using robust, leading-edge technologies to achieve the high reliability and process control that are demanded in this industry. The ability to supply innovative and reliable logistics solutions together with supporting services is a decisive factor in the continuing success of the Company in this business area.

8 | Baggage Handling | Vanderlande Industries

Vanderlande Industries | Express parcel | 9

Handling quality and process control are determining factors in our customers service levels, and are the main drivers for automation. The Companys experience in these areas makes it a reliable partner for the industry.

From local depot to large hub


Automated solutions are becoming more and more relevant for both local depots and large hubs. Next to the increasing demands for process control and handling quality, this is based on increases in labour costs. For larger hubs, the lack of available qualified labour is another decisive factor in the decision to automate. The Company can offer the right sorting systems based on the widest range of products and concepts available in the industry. A range of standard, thoroughly proven solutions is available for the smaller and medium-sized centres. For the larger centres the Company has proved its ability to provide creative solutions based on its range of standard products.

Order intake 2002-2006


Excluding very large contracts

Express Parcel 11%

Sortation and management information IT


A key factor in the decision to automate Express Parcel handling facilities is the fast and accurate flow of information. Built for problem-free linkups to all major host systems, the Companys integrated solutions provide real-time management information about client, consignment and system status. As a result, parcels can be tracked and traced at all times, from the moment they enter a depot until they leave for delivery. At equipment level the FSC captures invoicing parameters such as volume and weight, next to controlling the physical flow of the parcels. At a higher control level, the DESTInATIOn SERvER not only controls the process, but also supplies process information and process optimisation tools. It operates either stand-alone or linked to the customers host system. Both FSC and DESTInATIOn SERvER can be extended with the status and diagnostics tool SCOPE, a standard web-based management information and visualisation tool.

0 | Express Parcel | Vanderlande Industries

Vanderlande Industries | Reports | 1

Services
The Company provides a comprehensive services package, including remote diagnostics, tailored to meet customers individual requirements. These services are aimed at ensuring constant high performance of operational systems, and support the continuous optimisation and enhancement of logistics processes in a changing business environment.

Systems that adapt to change


The integrated sortation and information systems support customers in creating accurate and controllable logistical processes. The systems are flexible enough to grow with the customers business, and to adapt to a market in which constant change is a fact of life.

2 | Express Parcel | Vanderlande Industries

Vanderlande Industries | Reports | 3

Services

 | Reports | Vanderlande Industries

Report of the Board of Supervisory Directors | Reports | 

Services
Logistics companies rely heavily on high-performance material handling systems for their key business processes. As a consequence, the importance of effective life-cycle support has greatly increased.

The Company offers a broad range of preventive and corrective services to ensure the required system performance, ranging from spare parts supply to a 24/7 on-site presence. These services can be extended by performance analyses to further improve operations. As companies grow and business processes or market conditions change over time, support for system modifications and upgrades to meet changing performance criteria is also provided.

The Company offers customers a single point of contact on a local basis for all service-related support.

More than 500 customers have already outsourced the fulfilment of their service demands to the Company.

6 | Baggage Handling | Vanderlande Industries

Vanderlande Industries | Services | 7

The vital role of material handling systems in customers business processes means that maintenance support, continuous operations improvement and system enhancement increasingly demand management attention. Through its unique know-how of both systems and logistics processes, the Company is ideally positioned to meet customers demands for these life-cycle services.

Full range of maintenance services


Meeting customers needs for high performance and availability of their material handling systems, maintenance services focus on prevention of downtime and timely correction of any disruptions. Depending on individual requirements, the Companys services can range from call-out response and support of customers maintenance teams to complete outsourcing of all maintenance activities. A 24/7 hotline is available to support these activities. The hotline is able to connect directly with customers systems to perform remote diagnostics. Not only to access status and diagnostic information, but also to perform remote intervention. Stocks of critical spare parts for 24-hour delivery further support the maintenance process. In addition, customers operators and maintenance staff can take training courses, either on-site or at the Companys premises, to acquire up-to-date knowledge and skills.

Order intake 2002-2006


Excluding very large contracts

Services 11%

Continuously improving operations


Wide experience with numerous systems in many different operational environments allows the company to help customers identify and implement opportunities for operational improvement quickly and accurately. The Company offers regular performance checks to identify system- and process-related improvement opportunities. These relate not only to technical system performance, but also to working methods deployed by the operating staff. Such analysis can also focus on maintenance performance, to ensure performance is in line with desired standards. Next to analysis, experienced personnel can provide on-site support for the customers own operational team.

8 | Services | Vanderlande Industries

Vanderlande Industries | Reports | 9

System Enhancement
Changes in the business situation can call for upgrade or modification of customers material handling systems, thereby yielding extended lifetime by reducing operational costs or enabling new business opportunities. The Company can help customers to identify risks and opportunities regarding future system deployment. Following such analysis the Company can define and implement value-adding solutions that will leverage earlier investments.

Partner for life


The Companys life cycle support, covering maintenance support, continuous operations improvement and system enhancement, aims at enabling customers to improve their competitive position in a changing business environment.

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Financial Statements

Consolidated balance sheet


At March 31, before proposed profit appropriation
(Euro x 1 000)

Consolidated profit and loss account


For the year ended March 31
(Euro x 1 000)

Assets
Fixed assets Tangible fixed assets Financial fixed assets

Notes

2006

2005

2004

Notes

2006

2005

2004

1 2

33 801 840 3 61

33 222 33 222 29 986 72 365

30 250 30 20 25 681 70 995

Net sales Cost of sales Gross profit

436 333 367 954 68 379 33 192 11 210 23 977

332 301 281 291 1 010 30 196 10 444 10 370 - 7 746 2 62 469 2 1 765 1 390

264 697 213 247 1 0 28 952 9 521 12 977 - 596 12 381 4 422 7 99 623 7 336

Current assets Projects in progress Receivables Cash and cash equivalents

3 4 5

41 286 72 286 10 301 123 873

Selling, general and administrative expenses Research & Development costs Operating profit Other income and expenses Result from operations before tax Income taxes Net income of the group
5 3

9 894
112 2 1 67

9 996
106 672 136 922

- 2 918 21 09 6 142 1 917 822 1 09

Total

18 1

Equity and liabilities


Group equity Shareholders equity Minority interest

Notes

2006

2005

2004

Minority interest
6

50 045 1 036 1 081

47 733 995 8 728 6 282

51 365 846 2 211 6 061

Net income

Provisions Current liabilities Bank overdrafts Trade creditors Other short-term debts

8 938

9 935 61 038 27 522 98 9

58 750 31 707 90 7 1 67

1 865 44 300 32 485 78 60 136 922

Total

18 1

See accompanying notes.

See accompanying notes.

6 | Financial Statements | Vanderlande Industries

Vanderlande Industries | Financial Statements | 6

Consolidated cash flow statement


For the year ended March 31
(Euro x 1 000)

Principles of financial reporting


Notes to the consolidated financial statements
2006 2005 2004

Net income Depreciation Movements of working capital Movements of provisions Cash flow from operating activities Cash flow from capital expenditure Repayment share premium on cumulative preferred shares Share repurchase Minority interest Dividend Cash flow from financing activities Currency translation differences Cash flow

14 095 5 231 - 2 964 2 316 18 678 - 6 60

1 390 4 592 6 132 221 12 33 - 7 6

7 336 4 478 - 5 204 - 10 166 - 3 6 -  388

General information Vanderlande Industries b.v. is a holding company with its registered office in Veghel, the Netherlands, and is registered in the Commercial Registry of Oost-Brabant under no. 16055699. Activities The activities of Vanderlande Industries b.v. and its subsidiaries mainly comprise the design and implementation of automated material handling systems and related services in the business areas Baggage handling, Distribution and Express parcel. Sales are realised in both the domestic and foreign markets. The countries of the European Union form the most important market in this respect.

agreement with third parties or otherwise, holds half or more of the voting capital and has a decisive influence on policy. Group companies are fully consolidated, with minority interests shown separately in the consolidated balance sheet and profit and loss account. A list of group companies, as referred to in Section 379 and Section 414, Book 2 of the Netherlands Civil Code, is included in the Financial Statements on page 85. Other participations are entities in which the Company holds a minority interest and has no significant influence. These participations are valued at historic cost and dividends received are accounted for when received in the profit and loss account. Inter-company transactions, profits and balances among group companies are eliminated. Foreign currencies Balance sheet items relating to assets and liabilities denominated in currencies other than the euro are translated at the rate of exchange prevailing on the balance sheet date, except insofar as the exchange risk has been hedged. In those cases valuation occurs at the forward rates agreed upon. The resulting exchange rate differences are credited or charged to the profit and loss account. Transactions in foreign currency during the reporting period are incorporated in the financial statements at the rate of settlement. The assets, liabilities and shareholders equity of foreign subsidiaries are translated into EURO using the exchange rate prevailing at balance sheet date. The results are translated at the average exchange rate for the year. The results of this translation and any translation result relating to the net equity value of the previous financial year are added or charged to shareholders equity. Adoption Guideline 271 With effect from 2006 the Company has accounted for employee benefits in line with the provisions of Dutch Accounting Standards Board Guideline 271. The effect of adopting this guideline has been directly recognised in equity.

- 10 000 - 105 41 - 1 335 - 11 399 - 222 07

- 1 890 149 - 3 136 -  877  - 102

66 - 2 478 - 2 12 13 - 11 222

Accounting policies
The principal accounting policies adopted in the presentation of these financial statements are set out below. The accompanying notes are an integral part of the financial statements. The financial statements and accompanying notes to the financial statements are stated in thousands of euro, unless stated otherwise. Basis of preparation The financial statements have been prepared in accordance with accounting principles generally accepted in the Netherlands and comply with the financial reporting requirements included in Part 9, Book 2 of the Netherlands Civil Code and the Guidelines for Annual Reporting in the Netherlands as issued by the Dutch Accounting Standards Board. In compliance with the Netherlands Civil Code the Company makes use of the exemption provided by Section 402, Book 2 of the Netherlands Civil Code for the reporting requirements of the profit and loss account of Vanderlande Industries b.v. Basis of consolidation Included in the consolidation are Vanderlande Industries b.v. and its group companies, i.e. companies in which Vanderlande Industries b.v. directly or indirectly, whether pursuant to an

Cash and cash equivalents as of April 1 Cash and cash equivalents as of March 31 Movement cash and cash equivalents

9 894 10 301 07

9 996 9 894 - 102

21 218 9 996 - 11 222

Specification of the movements in working capital Decrease /(increase) projects in progress Decrease /(increase) receivables Movement current assets Increase/(decrease) current liabilities Movement working capital - 11 300 79 - 11 221 8 27 - 2 96 - 4 305 - 1 370 -  67 11 807 6 132 - 1 415 - 13 341 - 1 76 9 2 -  20

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Vanderlande Industries | Financial Statements | 67

Principles of valuation of assets and liabilities


General In general, assets and liabilities are stated at the amounts at which they were acquired or incurred or otherwise at fair value. If not specifically stated otherwise, they are recognised at the amounts at which they were acquired or incurred. The balance sheet and profit and loss account include references to the notes. Tangible fixed assets Property, plant and equipment are stated at historic cost less cumulative depreciation. Depreciation is calculated by the linear method based on the estimated useful lives of the related assets. Assets acquired during the financial year are depreciated from the time of initial use. In case of leasehold improvements, the estimated useful lives of the related assets do not exceed the remaining term of the corresponding lease. The valuation of tangible fixed assets not used in the course of business is at the lower of cost or direct realisable value. Gains and losses on disposal of property, plant and equipment are taken into account in the profit and loss account. Financial fixed assets Group companies in which the Company exercises significant influence are stated at net asset value. Net asset value is calculated using the accounting policies applied in these financial statements. Participating interests with an equity deficit are carried at nil. A provision is formed if and when Vanderlande Industries b.v. is fully or partially liable for the debts of the group company. Participating interests in which no significant influence can be exercised are stated at acquisition price. If an asset qualifies as impaired, it is stated at its impaired value; any write-offs are disclosed in the profit and loss account. Receivables disclosed under financial fixed assets are stated at the fair value of the amount owed, which normally consists of its face value net of any provisions considered necessary. Projects in progress Work in progress is valued at direct material and labour costs with an uplift for indirect costs. Parts of projects which are completed are included in the profit and loss account, in which case profit is recognised even if these parts have not yet been invoiced to the customer. The balance is classified as projects in progress to be invoiced.

Principles of determination of income


General Net income represents the difference between the value of goods delivered / services rendered and the costs and other charges for the year. The results on transactions are recognised in the year that they are realised; losses are taken into account as soon as they become evident. Recognition of contract income Revenues and income related to projects in progress are generally recognised as Net sales when sub-orders are delivered to the customer, effectively resulting in recognition of contract income based on the percentage of completion method. As well as fixed price contracts the Company has reimbursable contracts on which the recognition of contract income is based on contract conditions. Cost of sales Costs are recognised at the historic cost convention and are allocated to the reporting year in which the sub-orders are delivered to the customer, effectively resulting in costs of sales based on the percentage of completion method. Losses on contracts are charged to income, as they become evident. Selling, general and administrative expenses These expenses include the costs of the sales and the administration departments of all group companies and the costs of sales supporting staff located in Veghel. Personnel remuneration Salaries, wages and social security costs are charged to the profit and loss account when due, and in accordance with employment contracts and obligations. Obligations for contributions to defined contribution pension plans and other long-term employee benefits are recognised as an expense in the profit and loss account as incurred. Research & Development costs Expenses on research activities are recognised as costs in the profit and loss account as incurred. The Company also spends a large sum on development activities, whereby research findings are applied in order to design new technologies and/or or new products. None of these expenses are capitalised. Other income and expenses Interest income and expenses are time apportioned, taking into account the effective interest rate for the relating assets and liabilities. Other expenses relate to expenses arising from events or transactions that are part of ordinary operations, but are separately presented for the sake of comparability in view of their nature, size or incidental characteristic. Dividends receivable from participations that are not valued at net equity value are recognised as soon as the group acquired the right to the dividends. Income tax Income tax is calculated on the profit/loss before taxation in the profit and loss account, taking into account any losses carried forward from previous financial years (insofar as these are not included in deferred tax assets), tax-exempt items and nondeductible expenses, and using current tax rates. Account is also taken of changes in deferred tax assets and deferred tax liabilities owing to changes in the applicable tax rates.

Invoiced instalments and prepayments by customers (customer down-payments) are deducted from projects in progress. Advance payments received before the start of the project are presented under current liabilities. Provisions for expected losses are taken into account as soon as they are foreseeable and are deducted from projects in progress. Inventories of materials are valued at historic cost price or lower net realisable value. Inventories of semi-finished products are valued at the lower of costs and market value. Costs consist of all direct costs of acquisition or manufacturing and transportation expenses incurred. The costs of manufacturing include direct labour costs and an uplift for indirect costs relating to manufacturing. Receivables Receivables are stated at face value less any necessary provision for doubtful debtors. Cash and cash equivalents Cash and cash equivalents consist primarily of cash in hand, cash at banks and cash deposits. Bank overdrafts, if any, are included in the current liabilities. Provisions Provisions are set up in respect of actual or specific risks and commitments existing at the balance sheet date, of which the size is uncertain but can be estimated using a reliable method. Provisions are stated at face value. The provision for deferred taxes comprises the balance of deferred tax liabilities and deferred tax assets. The provision is calculated according to the applicable rates of taxation. Deferred tax liabilities are included in respect of taxable temporary differences between book values for reporting purposes and tax purposes. Deferred tax assets are included in respect of loss relief carryforward and temporary differences available for set-off, including losses arising out of planned liquidations of participating interests, to the extent that realisation of the assets can be reasonably assumed. The deferred tax assets and liabilities are calculated based on the tax rates prevailing at year-end or applicable future tax rates, insofar as already laid down by law. Deferred taxes are valued at nominal value.

Cash flow statement


The cash flow statement has been prepared by applying the indirect method. The cash and cash equivalents in the cash flow statement comprise the balance sheet item cash at banks and in hand and the bank overdraft (if applicable) forming part of the current liabilities. Cash flows in foreign currencies have been translated at estimated average exchange rates. Income and expenses in respect of interest and taxation on profits are included in the cash flow from operating activities. Dividends paid have been included in the cash flow from financing activities.

68 | Financial Statements | Vanderlande Industries

Vanderlande Industries | Financial Statements | 69

Notes to the consolidated balance sheet


Introduction
The accompanying notes form an integral part of the financial statements of the Company. The financial statements and the accompanying notes to the financial statements are stated in thousands of Euros, unless stated otherwise.

Note 2 Financial fixed assets


Financial fixed assets relate to an indirect participation (20%) in Beumer Machinery (Shanghai) Co., Ltd in China, which can be specified as follows:
2006 2005 2004

Note 1 Tangible fixed assets

Participation at cost Long-term loan receivable


Land and buildings Machinery and equipment Other assets Assets in construction Total

420 420 80

1 April 200 At cost Accumulated depreciation Net book value Movements 2006 Additions Disposals at net book value Depreciation Exchange differences Total movements in 2006 31 March 2006 At cost Accumulated depreciation Net book value as per March 31, 2006 Net book value as at March 31, 2005 Net book value as at March 31, 2004 Depreciation rates

29 963 10 267 19 696

13 193 9 767 3 26

28 252 21 462 6 790

3 310 3 310

74 718 41 496 33 222

The loan receivable is interest bearing at the rate of EURIbOR plus 3 per cent per annum and will be repaid in 16 equal semi-annual instalments starting in calendar year 2008

Note 3 Projects in progress


Work in progress To be invoiced Customer down-payments

2006

2005

2004

3 787 - 968 -4 2 81

587 - 12 - 855 - 280

4 331 - 91 - 3 408 20 82

- 2 808 -2 808

5 897 - 103 - 5 231 16 79

22 073 37 388 - 24 439 3 022

15 283 31 248 - 23 325 23 206 6 467 313 29 986

19 580 23 731 - 21 453 21 88 3 333 490 2 681

Materials Semi-finished products 33 744 11 233 22 11 19 696 20 221 -10% 13 631 10 485 3 16 3 426 3 406 6-33% 30 612 22 970 7 62 6 790 6 331 6-33% 502 02 3 310 292 78 489 44 688 33 801 33 222 30 250

5 861 403 1 286

Note 4 Receivables
Trade debtors Corporate income tax Other taxes and social security contributions Other receivables Prepaid expenses and accrued income

2006

2005

2004

61 910 3 545 2 759 2 461 1 611 72 286

63 889 1 239 2 625 3 537 1 075 72 36

64 063 2 721 3 248 963 70 99

The current value of land and buildings exceeds the net book value, which is based on historic cost and related depreciation. An amount of EUR 2.4 million is of a long-term nature (exceeding one year). All fixed assets are unencumbered. Maintenance costs are expensed as incurred.

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Vanderlande Industries | Financial Statements | 71

Note 5 Cash and cash equivalents


Cash in hand and at banks Deposits

2006

2005

2004

Warranty provision
1 April Additions Releases Exchange rate differences 31 March

2006

2005

2004

7 144 3 157 10 301

8 122 1 772 9 89

4 788 5 208 9 996

1 596 1 795 - 917 19 2 93

1 299 2 065 - 1 750 - 18 1 96

1 745 1 930 - 2 362 - 14 1 299

Note 6 Shareholders equity


For comments on shareholders equity see note 2 to the balance sheet of Vanderlande Industries b.v.

The provision for warranty reflects the terms and complexity of the projects involved and is based on warranty experience. The change in the warranty provision is the result of the use of the existing amount and additional provisions or release of provisions no longer required
2005 2004

Note 7 Provisions
Deferred tax liabilities Warranty provisions Other provisions 31 March

2006

Other provisions Other provisions is the groups net obligation in respect of long-term service benefits, other than pension plans.

5 923 2 493 522 8 938

4 686 1 596 6 282

4 762 1 299 6 061

Note 8 Other short-term debts


Taxes on income Other taxes and social security contributions Dividend on cumulative preferred shares Other accruals

2006

2005

2004

Provisions consist of deferred tax liabilities, a warranty provision and provisions relating to employee benefits.

2 797 8 324 1 116 15 285 27 22

6 406 10 182 1 335 13 784 31 707

10 043 7 664 1 335 13 443 32 8

Deferred tax liabilities


1 April Additions Releases Exchange rate differences 31 March

2006

2005

2004

4 686 2 372 - 879 - 256  923

4 762 819 - 1 039 144  686

14 482 - 1 423 - 8 355 58  762

Other accruals include an amount of EUR 1.1 million relating to advance payments received from customers.

Contingent liabilities and commitments


Bank overdraft facilities and bank guarantees

The provision for deferred income taxes is computed at current rates of taxation, applied to the differences between the amounts at which assets and liabilities are stated in the taxation and commercial accounts. The deferred tax liability relates mainly to the difference in the recognition of contract income. Deferred tax assets amounting to EUR 7.9 million, consisting of tax loss carry-forward and temporary differences, have been deducted from deferred tax liabilities. Deferred tax assets are valued if it can be reasonably assumed that these will be realised. A tax loss carry-forward facility amounting to EUR 8.2 million has not been valued.

The Company has bank overdraft facilities and bank guarantee facilities up to EUR 254.0 million. As at March 31, 2006 the Company has issued bank guarantees amounting to EUR 88.3 million, consisting mainly of advance payment bonds and performance bonds. In the framework of credit agreements with bankers, the following credit ratios regarding solvency are applicable: The solvency ratio is required to be at least 25%. This solvency ratio is defined as equity plus the revaluation of fixed assets and (net) deferred tax liabilities compared with the adjusted balance sheet total. As per March 31, 2006, this ratio is 41% (last year 42%); The solvency ratio is required to be at least 15%. This solvency ratio is defined as equity plus the revaluation of fixed assets and (net) deferred tax liabilities compared with the adjusted balance sheet total including the value of bank guarantees issued. As per March 31, 2006 this ratio is 27% (last year 26%).

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Rent, lease and other commitments At March 31, 2006 the face value of future liabilities of the Company can be specified as follows:
Rent Lease Other Total

Notes to the consolidated profit and loss account


Note 1 Net sales
Analysis of Net sales by geographical destination.
The Netherlands Other EU countries North America Other countries
2006 2005 2004

2007 2008 2009 Beyond

1 846 1 107 769 933  6

1 259 966 516 211 2 92

1 803 1 295 1 615 2 368 7 081

4 908 3 368 2 900 3 512 1 688

36 595 311 709 36 887 51 142 36 333

30 994 210 099 65 574 25 634 332 301

36 739 178 740 28 530 20 688 26 697

Legal proceedings The Company is or may become a party in threatened and/or pending court cases resulting from activities in the normal course of business. However, no material adverse effect on net equity or income is expected.

Note 2 Wages, salaries and social premiums


Wages and salaries Pension costs Other social security premiums

2006

2005

2004

64 481 6 475 9 334 80 290

56 086 5 322 7 570 68 978

51 174 4 603 6 306 62 083

Pension schemes
The Company participates in one defined benefit scheme (in the Netherlands), administrated by the industry pension fund PME. PME provides defined benefits to staff on reaching retirement age, depending on age, salary and years of service. As PME is not able to provide details on a company basis, under guideline 271 this pension scheme may be accounted for as if it is a defined contribution plan. As soon as PME is able to provide details per company, the Company will adopt the reporting requirements for defined benefit plans. In the event of a deficit in the industry sector pension fund, the Company has no obligation to provide supplementary contributions, other than higher future contributions. Any surplus or deficit in the industry sector pension fund may therefore result in lower or higher pension costs in the future. As well as this industry pension fund, the group makes contributions to a number of pension plans and/or similar arrangements, all of which qualify as defined contribution plans, taking local circumstances in account. In the USA a 401-K plan exists, and contribution is based on an agreed scheme in conformity with IRS regulations. In the UK two pension schemes exist but only one pension scheme is open for contributions; this scheme qualifies as a defined contribution scheme. The other scheme in place is a defined benefit scheme, which was closed but still has ongoing liabilities to its members. For all schemes, the Company pays contributions to pension funds and insurance companies on a compulsory, contractual or voluntary basis. Except for the payment of contributions, the group has no other obligations in connection with these pension schemes. Contributions are recognised as staff costs when incurred.

7 | Financial Statements | Vanderlande Industries

Vanderlande Industries | Financial Statements | 7

Note 3 Other income and expenses


Interest income Interest expense Other expenses

2006

2005

2004

Note 6 Supplementary information


6.1 Employees During 2006 an average of 1 275 employees were employed by the Company, divided by subsidiary as follows:
2006 2005 2004

52 - 681 - 2 289 - 2 918

237 - 588 - 7 395 - 7 76

531 - 317 - 810 - 96

Other expenses in 2006 relate mainly to items that are not part of ordinary operations and are separately presented in order to improve comparability of figures. Most items are incidental in their nature and their size. In 2005 other expenses mainly consisted of a lump sum payment for the settlement of a patent case in the USA.

Note 4 Remuneration
Supervisory Board Managing Board

2006

2005

2004

63 1 119

64 743

75 819

Vanderlande Industries Nederland b.v. (the Netherlands) Vanderlande Industries International b.v. (the Netherlands) Vanderlande Industries Belgi/Belgique (Belgium) Vanderlande Industries United Kingdom Ltd. (Great Britain) Vanderlande Industries S.A.S. (France) Vanderlande Industries GmbH (Germany) Vanderlande Industries Hong Kong Ltd. (Hong Kong SAR) Vanderlande Industries Espaa S.A. (Spain) Vanderlande Industries Logistics Automated Systems (Shanghai) Co., Ltd. (P.R. China) Vanderlande Industries South Africa (Pty) Ltd. (South Africa) Vanderlande Industries Inc. (United States of America) Vanderlande Industries Logistics Software GmbH (Germany) GamBit Automation GmbH (Germany)

675 58 4 126 55 123 1 40 8 13 60 98 14 1 27

610 46 3 103 49 122 1 33 3 13 57 89 14 1 13

563 41 3 83 48 120 1 30 13 47 87 15 1 01

The remuneration includes the pension scheme contributions of the present and former members of the Supervisory Board and the Managing Board. 6.2 Financial instruments

Note 5 Income taxes


Tax on income is calculated based on the commercial profit, adjusted for tax-exempted profit elements and non-deductible expenses at rates applicable in the relevant countries. Valuation of the tax loss carry-forward has been assessed by management in each individual case. In principle, tax carry-forwards are only valued if realisation is expected in the near future. The relationship between the effective income tax rate as shown in the profit and loss account and the applicable income tax rate in the Netherlands can be specified as follows:

Currency risk The Company is exposed to foreign exchange risks in the following areas: Transactional risks: these consist not only of the existing and expected purchase and sale transactions, but also of debts and receivables arising from similar transactions; Risks of translation differences on investments in foreign group companies (including results). All group companies identify and measure the risks of important transactions executed in a currency other than their functional currency, whereby the group companies hedge significant transactional risks. To hedge these risks the Company uses financial derivatives such as forward exchange contracts and options. As at March 31, 2006, the Company has commitments in respect of forward foreign exchange contracts (denominated in GbP, USD, CAD, CHF, CZK, nOK, HKD and AED) amounting to a net contract value of approximately EUR 25.6 million (last year EUR 13.3 million) of which EUR 15.8 million will mature next financial year. The Company is of the opinion that the market value as at year-end of the (primary) financial instruments does not differ significantly from the balance sheet valuation. The risks of translation differences on investments in foreign group companies (including results) are not hedged.

2006

2005

2004

Income tax rate in the Netherlands Effect of: Items not deductible for tax purposes Differences in income tax rates of other countries Non-capitalised losses Revaluation of deferred taxes Others Effective income tax rate

31.0%

33.7%

34.5%

0.3% - 0.5% 5.3% - 6.1% - 0.8% 29.2%

1.4% - 13.7% 15.8% - 14.8% - 4.5% 17.9%

0.2% - 4.3% 5.2% -% 0.1% 3.7%

Financial instruments are not used for speculative purposes. Credit risk The Company does not have any significant concentrations of credit risk. Its customers are subjected to creditworthiness tests. The Company uses a selection of banks in order to be in a position to use more than one facility.

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Vanderlande Industries | Financial Statements | 77

6.3 Related party transactions Related party transactions are related to transactions between group companies. All group companies listed on page 85 (List of group companies) are considered to be related parties. Transactions between group companies are eliminated upon consolidation. Related party transactions refer mainly to the transactions in the ordinary course of business between Vanderlande Industries group companies. These transactions include transactions of goods, services and overhead.

Balance sheet of the Company


As at March 31 before proposed profit appropriation
(Euro x 1 000)

Assets
Financial fixed assets Current assets Group companies Total

Notes 1

2006

2005

2004

44 703 6 266 1 552 2 21

25 944 19 804 4 180 9 928

27 907 21 693 3 880 3 80

Equity and liabilities


Shareholders equity Share capital Share premium Cumulative translation adjustment Other reserves Unappropriated profit

Notes 2

2006

2005

2004

1 575 6 920 - 769 29 340 12 979 0 0

1 575 16 920 - 547 29 730 55 7 733 2 195 9 928

1 575 16 920 - 551 27 420 6 001 1 36 2 115 3 80

Provisions Current liabilities Total

1 254 1 222 2 21

See accompanying notes.

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Vanderlande Industries | Financial Statements | 79

Profit and loss account of the Company


For the year ended March 31
(Euro x 1 000)

Notes to the balance sheet of the Company


General
2006 2005 2004

Notes

Net income from subsidiaries Result of the Company Net income

13 820 275 1 09

817 573 1 390

6 959 377 7 336

The principles of valuation and determination of result for the Companys annual accounts and the consolidated annual accounts are the same. Consolidated companies are carried at net asset value. For the principles of valuation of assets and liabilities and for the determination of the result, reference is made to the principles of financial reporting on pages 65 to 67.

Introduction
The accompanying notes are an integral part of the financial statements. The financial statements and the
accompanying notes to the financial statements are stated in thousands of Euros, unless stated otherwise.

Note 1 Financial fixed assets


Financial fixed assets consist of participations in subsidiaries listed on page 85 and of long-term inter-company receivables. Participations 1 April Addition/(divestment) Net income from subsidiaries Dividend Other movements Translation adjustments
31 March
2006 2005 2004

21 744 13 121 13 820 - 9 940 3 400 - 222 1 923

23 707 1 144 817 - 3 928 4 21 7

22 300 1 400 6 959 - 7 086 134 23 707

Long-term receivables 1 April Additions/(disposals)


31 March

2006

2005

2004

4 200 - 1 420 2 780

4 200  200

3 814 386  200

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Vanderlande Industries | Financial Statements | 81

Note 2 Shareholders equity


The movement in shareholders equity can be summarised as follows:

Share options Options were granted to employees in the period December 2000 - June 2004. During the financial year 150 options lapsed. In total 1 215 options were exercised during the year, shares were issued and immediately after issuance repurchased by the Company. At year-end 19 610 options were outstanding, which entitle the holders of these options to 19 610 ordinary shares. The movements in share options outstanding in financial year 2006 can be specified as follows:
29 730 55 - 340 - 105 29 30 55 - 55 14 095 - 1 116 12 979 47 733 - 340 - 105 - 10 000 - 222 14 095 - 1 116 0 0 51 365 - 1 890 - 1 801 4 1 390 - 1 335 7 733
Managing Board Employees Total

Share capital

Share premium

Cumulative translation adjustment

Other reserves

Unappropriated profit

Total 2006

Total 2005

As at 1 April Addition to reserves Adoption Guideline Share repurchase Dividend previous year paid a) Repayment share premium on cumulative preferred shares Exchange difference on foreign participating interests Net income Dividend on cumulative preferred shares As at 31 March
a)

1 575 1 7

16 920 - 10 000 6 920

- 547 - 222 - 769

Outstanding as at 1 April Lapsed options Exercised options Outstanding as at 31 March

3 000 3 000

17 975 150 1 215 16 610

20 975 150 1 215 19 610

As at 31 March 2006 the share options outstanding can be specified as follows:


Exercise price Terms Managing Board Employees Total

The amount of EUR 1 801 relates to dividend on ordinary shares

486,00 265,00 214,00 631,26 Outstanding as at 31 March

07/06 07/07 07/08 07/09

800 600 800 800 3 000

5 150 2 560 4 650 4 250 16 610

5 950 3 160 5 450 5 050 19 610

Share capital The authorised share capital of the Company as at March 31, 2006 amounts to EUR 5 250 000 and consists of 1 000 000 ordinary shares of EUR 5.00 each and 50 000 cumulative preferred shares of EUR 5.00 each. As per March 31, 2006 in total 299 125 ordinary shares and 16 000 cumulative preferred shares have been issued and paid up. Share premium Share premium relates to ordinary shares (2 000) and cumulative preferred shares (4 920). Unappropriated profit In accordance with last years profit appropriation, an amount of EUR 55 was transferred to other reserves. The dividend payable on the cumulative preferred shares relating to financial year 2006 is classified as other short-term debts. As the balance sheet is presented before profit appropriation, the proposed dividend on ordinary shares for the financial year is disclosed in shareholders equity until the General Meeting of Shareholders decides upon the distribution of dividend.

Note 3 Provisions
The provision relates to the negative net asset value of a subsidiary.

Contingent liabilities and commitments


The Company issued a liability statement pursuant to article 403, Book 2 of the Netherlands Civil Code in respect of consolidated Dutch subsidiaries. In the course of business of subsidiaries, the parent company issues guarantees to third parties for the completion of contracts by the subsidiaries. The Company forms a fiscal entity with all Dutch subsidiaries for corporation tax purposes. In accordance with the standard conditions the Company and the subsidiaries that are part of this fiscal entity are severally liable for taxation payable by the entity.

Veghel, June 1, 2006 On behalf of the Supervisory Board W.D. Maris On behalf of the Managing Board P.J. Gerretse E. Boudewijn

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Vanderlande Industries | Financial Statements | 83

Other Information

Articles of Association
Provisions in the Articles of Association and other relevant information.

Auditors report
To the Shareholders and Supervisory Board of Vanderlande Industries b.v. Introduction

Share capital The authorised share capital amounts to EUR 5 250 000 and is divided into 1 000 000 ordinary shares and 50 000 cumulative preferred shares with a nominal value of EUR 5.00, of which 299 125 ordinary shares and 16 000 cumulative preferred shares were issued as per March 31, 2006. In accordance with your assignment we have audited the financial statements of Vanderlande Industries b.v., Veghel for the year ended March 31, 2006 as set out on pages 60 to 81. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. Scope Appropriation of profits The appropriation of profits, as described in articles 24 and 25 of the Companys Articles of Association, can be summarised as follows: 1 2 After adoption and approval of the financial statements, a dividend on the cumulative preferred shares of 9.9% of paid-in value will first be distributed. The remaining Net income of the financial year after distribution of the dividend on the cumulative preferred shares is at the disposal of the General Meeting of Shareholders for the purpose of dividend distribution to holders of ordinary shares, in proportion to their shareholdings, or for such other purposes within the objectives of the Company as the General Meeting of Shareholders deems appropriate. The Managing Board may declare interim dividends, subject to prior approval of the Supervisory Board and 1 and 2 above. We conducted our audit in accordance with auditing standards generally accepted in the Netherlands. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. Opinion In our opinion, the financial statements give a true and fair view of the financial position of the Company as at March 31, 2006 and of the result for the year then ended in accordance with accounting principles generally accepted in the Netherlands and comply with the financial reporting requirements included in Part 9, Book 2 of the Netherlands Civil Code. Furthermore, we have to the extent of our competence, established that the annual report 2006 is consistent with the financial statements.

Eindhoven, June 1, 2006 PricewaterhouseCoopers Accountants N.V. H.J.M. Quadflieg RA

8 | Other information | Vanderlande Industries

Vanderlande Industries | Other information | 8

Proposed appropriation of Net income for financial year 2006


In accordance with articles 24 and 25 of the Companys Articles of Association, the Managing Board proposes to allocate the Net income of as follows (amounts in Euro x 1 000):

List of group companies


The consolidated financial statements for the year 2006 include the financial statements of the Company and each of the following wholly owned subsidiaries (unless stated otherwise): The Netherlands Vanderlande Industries Nederland b.v., Veghel Vanderlande Industries International b.v., Veghel Vanderlande Industries Asia Pacific b.v., Veghel Vanderlande Industries Automation b.v., Veghel Vanderlande Industries Contracting b.v., Veghel France Vanderlande Industries S.A.S. Rungis Germany Vanderlande Industries GmbH, Mnchengladbach Vanderlande Industries Logistics Software GmbH, Dortmund (92%) GamBit Automation GmbH, Dortmund (83%) United Kingdom Vanderlande Industries United Kingdom Ltd., Hampton-in-Arden Spain Vanderlande Industries Espaa S.A., Barcelona (85%) Asia Vanderlande Industries Hong Kong Ltd., Hong Kong Vanderlande Industries Logistics Automated Systems (Shanghai) Co., Ltd., Shanghai (95%) South Africa Vanderlande Industries South Africa (Pty) Ltd., Johannesburg United States of America Vanderlande Industries Inc., Marietta, Georgia

Net income Dividend on cumulative preferred shares Unappropriated profit Proposed dividend on ordinary shares Proposed transfer to other reserves

14 095 - 1 116 12 979 - 3 895 9 08

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Vanderlande Industries | Other information | 87

Addresses
The Netherlands Vanderlande Industries b.v. Vanderlandelaan 2 5466 RB Veghel Tel. +31 (0)413 38 55 15 Fax +31 (0)413 36 29 10 Vanderlande Industries Nederland b.v. Vanderlandelaan 2 5466 RB Veghel Tel. +31 (0)413 38 55 15 Fax +31 (0)413 36 29 10 e-mail info@nl.vanderlande.com Belgium Vanderlande Industries Belgi / Belgique Business Park Intercity Generaal De Wittelaan 9/10 2800 Mechelen Belgium Tel. +32 (0)15 21 19 88 Fax +32 (0)15 21 91 36 e-mail info@be.vanderlande.com France Vanderlande Industries S.A.S. Btiment Toronto 10, Rue dArcueil 94150 Rungis Tel. +33 (0)1 45 12 79 00 Fax +33 (0)1 46 86 32 98 e-mail info@fr.vanderlande.com Germany / Switzerland / Austria Vanderlande Industries GmbH Krefelder Strae 699 41066 Mnchengladbach Germany Tel. +49 (0)2161 68 00-0 Fax +49 (0)2161 68 00-100 e-mail info@de.vanderlande.com Germany Vanderlande Industries Logistics Software GmbH Joseph-von-Fraunhofer-Strae 25 44227 Dortmund Germany Tel. +49 (0)231 97 94-0 Fax +49 (0)231 97 94-1111 e-mail info@lsg.vanderlande.com GamBit Automation GmbH Joseph-von-Fraunhofer-Strae 25 44227 Dortmund Tel. +49 (0)231 97 94-0 Fax +49 (0)231 97 94-1111 e-mail contact@gambit-automation.com United Kingdom Vanderlande Industries United Kingdom Ltd. Aragon House, Hampton Court 59 Marsh Lane Hampton-in-Arden B92 0AJ West Midlands Tel. +44 (0)1675 44 37 43 Fax +44 (0)1675 44 31 69 e-mail info@uk.vanderlande.com Pippin Grove 628 London Road Colnbrook, Slough SL38Q Berkshire Tel. +44 (0)1753 766 700 Fax +44 (0)1753 766 736 e-mail info@uk.vanderlande.com Spain Vanderlande Industries Espaa S.A. Rosa Sensat 9-11, 3a 08005 Barcelona Tel. +34 93 221 94 94 Fax +34 93 221 90 99 e-mail info@es.vanderlande.com Asia Vanderlande Industries Logistics Automated Systems (Shanghai) Co., Ltd. 801 Union Building 100 Yan An Road (East) Shanghai 200002 P.R. China Tel. +86-21-63 29 28 86 Fax +86-21-63 29 98 96 e-mail info@cn.vanderlande.com South Africa Vanderlande Industries South Africa (Pty) Ltd. Moddercrest Office Park 2nd Floor Tsessebe Hall, High Street Modderfontein 1645 Tel. +27 (0)11 60 63 646 Fax +27 (0)11 60 63 711 e-mail info@za.vanderlande.com United States of America Vanderlande Industries Inc. 1765 West Oak Parkway Marietta, GA 30062 Tel. +1 770 250 2800 Fax +1 770 250 2810 e-mail info@us.vanderlande.com International Vanderlande Industries International b.v. Vanderlandelaan 2, 5466 RB Veghel The Netherlands Tel. +31 (0)413 38 55 15 Fax +31 (0)413 31 04 47 e-mail int.info@nl.vanderlande.com

www.vanderlande.com

www.vanderlande.com

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Vanderlande Industries | Other information | 89

Colophon

Design and pre-press

Studio Hoens vof Eindhoven, The Netherlands

Design and photography

Nine Breda, The Netherlands

Photography

Studio van Assendelft Uden, The Netherlands

Printed by

Verhagen Grafische Media Veldhoven, The Netherlands

90 | Other information | Vanderlande Industries