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Full RSDB annual report for 2008 - Roto Smeets Group

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<strong>RSDB</strong> in <strong>2008</strong><br />

Annual Report


Contents Annual Report <strong>2008</strong><br />

Annual Report<br />

Chairman’s <strong>report</strong> 2<br />

Report of the Supervisory Board 4<br />

Report of the Management Board 8<br />

Report regarding internal risk management and control systems 19<br />

Corporate Governance 22<br />

Company description 27<br />

Company profile 30<br />

Corporate officers 34<br />

Corporate branches 36<br />

Key Figures 37<br />

Consolidated financial statements<br />

Consolidated profit and loss account 39<br />

Consolidated balance sheet 40<br />

Consolidated statement of changes in equity 42<br />

Consolidated cash flow statement 44<br />

Accounting principles 46<br />

Notes to the consolidated financial statements 55<br />

Company financial statements<br />

Company profit and loss account 89<br />

Company balance sheet 90<br />

Company statement of changes in equity 92<br />

Notes to the company balance sheet 94<br />

Other in<strong>for</strong>mation<br />

Legal and statutory provisions concerning profit appropriation 97<br />

Auditor’s <strong>report</strong> 98<br />

Statement by the Management Board 99<br />

Declaration of independence ‘Stichting Preferente Aandelen <strong>RSDB</strong> NV’ 100


Chairman’s <strong>report</strong><br />

Dear shareholder and other interested parties,<br />

The concept of “Business as usual” does not seem to exist<br />

anymore. <strong>2008</strong> again became an exceptional year. I really<br />

believed that it would be hard to exceed the adventures of<br />

2007, but nothing proved further from the truth.<br />

The deteriorated economic situation, as a result of which<br />

marketing budgets were further reduced, directly influences<br />

the turnover of our companies. The reduction of<br />

marketing budgets also leads to increased excess capacity<br />

in our industry. For the first time in the history of the printing<br />

industry, the 4th quarter, on a European scale, showed<br />

a negative trend with regard to capacity utilisation and<br />

profit development. As a result, all ef<strong>for</strong>ts <strong>for</strong> the year 2009<br />

within <strong>RSDB</strong> will initially be aimed at developing a business<br />

plan, based on a stand-alone situation <strong>for</strong> <strong>RSDB</strong>. This<br />

plan, however, should not stand in the way of any future<br />

development. Through 2014, investments will be focused on<br />

maintaining a technically fit and competitive company with<br />

a reduced capacity, and as a result will be at a substantially<br />

lower level than in previous years. The new organisation<br />

which will be structured during this period should make<br />

<strong>RSDB</strong> stronger in a weak market, enabling the company to<br />

attract new initiatives.<br />

In June <strong>2008</strong>, <strong>RSDB</strong> was asked by top level civil servants of<br />

the European Commission to organise, during the autumn,<br />

a round table conference <strong>for</strong> the printing industry.<br />

Together with Intergraf, the pan-European employers<br />

organisation of the Printing industry, <strong>RSDB</strong> fulfilled this<br />

request. On 14 November <strong>2008</strong>, customers, suppliers,<br />

printers and those responsible <strong>for</strong> our industry in the<br />

European Commission, met <strong>for</strong> the first time to discuss the<br />

Ernst & Young ‘Competitiveness of the European Printing<br />

Industry’ survey published in November 2007, which<br />

confirmed what the Executive Board of <strong>RSDB</strong> has been<br />

saying <strong>for</strong> some time now. The theme is now firmly on the<br />

European agenda.<br />

<strong>2008</strong><br />

Printing companies are among the first companies to feel<br />

the signals of a faltering economy. In the second half-year,<br />

this translated into order portfolios not equal to what is<br />

usual in our industry.<br />

The European market of Print Productions, like the <strong>RSDB</strong><br />

printing companies, <strong>for</strong> the whole of <strong>2008</strong> showed a<br />

decline, in kilotonnes of paper, of more than 1%. The<br />

continued difficult market conditions lead to further price<br />

erosion and pressure on margins.<br />

The year <strong>2008</strong> was again characterised by our ef<strong>for</strong>ts to<br />

buck the declining trend in the printing market by going <strong>for</strong><br />

the so very necessary consolidation process within Europe.<br />

It looked like this could be realised with the Hombergh/De<br />

Pundert <strong>Group</strong> (HHBV). In the end, much to our disappointment,<br />

it became clear in September that HHBV would not<br />

be able to raise the money <strong>for</strong> its intended offer.<br />

After the demerger and partial sale of parts of the<br />

business line Marketing Communications in 2007, the<br />

MediaPartners <strong>Group</strong> and Leads to Loyals in <strong>2008</strong> both<br />

went their own way with the development of their<br />

plans. The investigation into the feasibility of a possible<br />

divestment of MediaPartners <strong>Group</strong> has not yet given us<br />

a satisfactory solution.<br />

Result <strong>2008</strong><br />

The balance between supply and demand in the printing<br />

industry has been further disturbed as a result of the<br />

deteriorated financial and economical climate. According<br />

to the <strong>for</strong>ecast issued in December, turnover from<br />

continuing business activities fell by € 37.5 million to<br />

€ 447.5 million (2007: € 485.0 million), Partly caused by the<br />

divestment of 2organize and Logic Use (2007: revenue<br />

€ 6.6 million) and by declining print runs and sizes of<br />

magazines and the discontinuation of titles by customers.<br />

The value-added (VA) at continued pressure on margins<br />

was € 18.0 million lower, at € 212.9 million (2007: € 230.9<br />

million). This was caused on the one hand by the divestment<br />

of 2organize and Logic Use (2207: VA € 4.8 million)<br />

on the other hand by lower prices.<br />

As a result of the improvement programmes already<br />

started in 2007, the sale of 2organize and Logic Use (2007:<br />

operating costs € 4.8 million) and the costs in 2007 <strong>for</strong><br />

the intended acquisition of Quebecor World Europe (€ 7.5<br />

million), the operating costs declined by € 20.6 million to<br />

€ 207.1 million (2007: € 227.7 million). In addition to this,<br />

costs are managed by further and continuous process<br />

control / automation. The number of employees on the<br />

basis of ftes declined from 2,257 at year-end 2007 to 2,189<br />

at year-end <strong>2008</strong>. This efficiency boost was partly undone<br />

by the <strong>annual</strong> wage increase in accordance with the<br />

Grafimedia central labour agreement (CAO).<br />

EBITDA fell to € 37.2 million (2007 € 40.9 million). The<br />

trend of pressure on margins that started some years ago<br />

continued in <strong>2008</strong>, with an EBITDA / VA marge of 17.5% and<br />

a ROCE (return on capital employed) of 0.7%.<br />

2 <strong>RSDB</strong> Annual Report <strong>2008</strong>


The operating result (EBIT) fell to € 5.8 million (2007: € 6.3<br />

million). <strong>RSDB</strong> NV <strong>report</strong>ed a net profit after tax <strong>for</strong> <strong>2008</strong> of<br />

€ 1.3 million, against € 5.4 million <strong>for</strong> 2007.<br />

With an unchanged number of 3,290,275 issued ordinary<br />

shares, this result development led to an earnings per share<br />

of € 0.41 (2007: € 1.65).<br />

The cash flow from operating activities declined to € 13.3<br />

million (2007: € 50.4 million). The decline of the operating<br />

cash flow was caused mainly by a decrease of trade and<br />

other payables of € 19.6 million due to the decline of the<br />

investment commitments and liabilities related to the<br />

acquisition of QWE. Paper stocks were maintained at a high<br />

level with regard to the expected significant price increases<br />

<strong>for</strong> 2009. Net investments amounted to € 23.0 million (2007:<br />

€ 30.2 million).<br />

Finance position and covenants<br />

After payment of dividend over 2007 (€ 5.7 million)<br />

and interest, interest bearing debt has (inclusive cash)<br />

increased by € 13.2 million to € 71.7 million (2007: € 58.5<br />

million) as at year end <strong>2008</strong>. The company has a strong<br />

balance sheet with a solvency of 45,2% (ultimo 2007 44,5%),<br />

a debt / EBITDA ratio of 1.9 and an EBITDA/interest costs<br />

ratio of 8.6. Of the total gross debt of € 73.2 million (at<br />

year-end <strong>2008</strong>),<br />

• 49% (€ 36 million) are financial leases <strong>for</strong> presses and<br />

peripheral equipment<br />

• 15% (€ 11.2 million) are due to a long-term mortgage loan<br />

secured by property<br />

• 34% are short-term cash loans (€ 25 million)<br />

• 2% other bank loans (€ 1.0 million)<br />

In addition to the existing financial leases and mortgage<br />

loan, <strong>RSDB</strong> has entered into an agreement in principle<br />

with ING and ABN AMRO <strong>for</strong> a € 50 million committed<br />

facility which will go into effect ultimately May 10, 2009,<br />

with a term of 1 year. This facility will be sufficient to carry<br />

out our stand-alone business plan.<br />

The covenants agreed fit within <strong>RSDB</strong>’s financial framework<br />

(debt/normalized EBITDA < 3), normalised EBITDA/<br />

Interest expense > 4.75, solvency > 30%).<br />

Strategy<br />

The strategy of <strong>RSDB</strong> remains unchanged, and will remain<br />

aimed at playing a leading role in a drastic consolidation<br />

of our industry, based on a strong balance sheet and<br />

with professional management. The lack of success with<br />

regard to the plans regarding co-operation of <strong>2008</strong> and<br />

the current deteriorated situation of the market <strong>for</strong>ce us<br />

to restructure the organisation, based on a stand-alone<br />

scenario. Our aim remains to play a leading role in the<br />

materialisation of a European consolidation, which means<br />

that in addition to increasing our scale we also must take<br />

the necessary actions to restore the balance of supply<br />

and demand. Not only in view of the current problems of<br />

the market, also with a view on the future developments<br />

on the demand side. Consolidation also means creating<br />

a healthy geographical distribution of services over<br />

Europe. That requires different approaches with regard to<br />

gravure and web offset printing. Based on its geographic<br />

competitive strength, gravure is much more a European<br />

activity than web offset, and will there<strong>for</strong>e require<br />

different solutions, whereby the technical specifications<br />

are identical. In order to be commercially able to follow<br />

the development of the market, <strong>RSDB</strong> believes it must<br />

have both printing methods within its organisation. The<br />

strategy is also aimed at continuing to make carefully<br />

weighted investments within the process of consolidation<br />

in order to replace outdated technology with the aim of<br />

remaining competitive with regard to pricing and service,<br />

while remaining profitable.<br />

Prospects<br />

In line with our strategy, we have stated a number of<br />

priorities <strong>for</strong> 2009 that apply to the company as a whole.<br />

These priorities are;<br />

• On the commercial front, making sure that we can<br />

keep delivering the high quality / price ratio regarded<br />

as ‘normal’ by the market, within the desired result<br />

development.<br />

• Maintaining a healthy balance sheet by strictly managing<br />

the operating cashflow while not allowing debts to<br />

increase. Focus areas are the best possible service and<br />

value propositions <strong>for</strong> our customers, capital discipline<br />

on investments and strict working capital management<br />

and control.<br />

• Cost control in the continuation of efficiency<br />

programmes and further process management through<br />

the use of in<strong>for</strong>mation technology.<br />

• Drawing up and execution of a stand alone business<br />

plan, whereby drastic measures will be taken to structurally<br />

reduce costs, structurally improve productivity<br />

and improve the result and returns.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 3


Report of the Supervisory Board<br />

The Supervisory Board early in <strong>2008</strong> received the<br />

announcement that Dutch investment company<br />

Hombergh/De Pundert <strong>Group</strong> (HHBV) had reached an<br />

agreement with <strong>RSDB</strong>’s major shareholders, resolving<br />

to issue a public offer of € 40.00 per share <strong>for</strong> all<br />

ordinary shares of <strong>RSDB</strong>, inclusive of dividend <strong>for</strong> the<br />

2007 accounting year. Since the Management Board<br />

was to play a part in the new organisation proposed by<br />

HHBV, the Supervisory Board decided to entrust further<br />

negotiations to a committee consisting of the Supervisory<br />

Board members H.C.A. Groenen and A.P. Lugt.<br />

Partly due to the problems in the financial sector, HHBV’s<br />

bid did not in the end materialize.<br />

In the course of this process, <strong>RSDB</strong> issued regular press<br />

releases to in<strong>for</strong>m all stakeholders simultaneously. The<br />

major shareholders also maintained regular contact<br />

with HHBV and the Supervisory Board’s Committee.<br />

This negotiating process was not equally satisfactory to<br />

all parties. The Supervisory Board sees it as part of its<br />

task to streamline contact between management and<br />

shareholders in such matters.<br />

Annual accounts<br />

The Supervisory Board discussed the <strong>2008</strong> <strong>annual</strong><br />

accounts with Ernst & Young accountants. Contrary to<br />

the prevailing dividend policy, the waiver <strong>for</strong> <strong>2008</strong> and<br />

the agreement in principle with regard to the new credit<br />

facility, which was reached with the banks under certain<br />

conditions, do not allow a proposal regarding a dividend<br />

payment <strong>for</strong> <strong>2008</strong>.<br />

Strategy<br />

The strategy laid down in 2007/<strong>2008</strong> remains unchanged.<br />

<strong>RSDB</strong>’s focus remains on the Print Productions<br />

businesses. An investigation was started in <strong>2008</strong> to<br />

assess whether it would be sensible to divest the two<br />

businesses that currently make up the Marketing<br />

Communications business line: MediaPartners and Leads<br />

to Loyals.<br />

It remains the view of the Supervisory Board that a<br />

general consolidation of the European graphics industry<br />

is needed to preserve any future <strong>for</strong> the industry as a<br />

whole. After the failure of the most recent attempt at<br />

consolidation, the Management Board was requested to<br />

come up with a plan <strong>for</strong> a stand-alone scenario over the<br />

longer term, without thereby impeding any opportunity<br />

<strong>for</strong> consolidation. A significant role here is set aside <strong>for</strong><br />

cost price reduction from economies of scale at each site.<br />

It is desirable that <strong>RSDB</strong> maintains its strong financial<br />

position, coupled with its marketing <strong>for</strong>mula, in any<br />

possible future consolidation round.<br />

Activities<br />

Seven scheduled meetings were held in <strong>2008</strong> in the<br />

presence of all members of the Board. Topics discussed<br />

included strategy, the principal risks to which the<br />

business is exposed, and management’s assessment of<br />

the internal risk management and control system, its<br />

design and functioning.<br />

4 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Report of the Supervisory Board<br />

Discussions held in the absence of management covered<br />

the supervisory board’s own functioning, the functioning<br />

of the board’s joint committees and that of the individual<br />

members.<br />

Events involving HHBV in <strong>2008</strong> led the Supervisory Board to<br />

have four extraordinary meetings. Seven telephone conferences<br />

were also held. The Supervisory Board Committee<br />

responsible <strong>for</strong> the negotiations with HHBV conducted 13<br />

discussions and held 12 telephone conferences.<br />

Moreover, several Supervisory Board members made<br />

plant visits and two meetings were held with the Board<br />

of the Foundation ‘Stichting Preferente Aandelen <strong>RSDB</strong><br />

N.V.’.<br />

The members of the Supervisory Board took turns in<br />

attending the consultations between the Management<br />

Board and the Central Works Council (COR). Just prior to<br />

HHBV’s presentation of its final takeover bid, a meeting<br />

was held involving the Management Board, Supervisory<br />

Board and Central Works Council to discuss elements of<br />

the agreement and the proposed policy plan.<br />

Committees<br />

Since the Supervisory Board consists of four members,<br />

all of them sit on the three key committees. These<br />

committees’ regulations can be found on the group’s<br />

website. The composition of the Supervisory Board is<br />

such that the members may adopt a critical, independent<br />

posture in these committees in respect of each other,<br />

management and any other such factional interest as<br />

may be represented.<br />

The most important matters to be discussed in the<br />

committee meetings are the following:<br />

SELECTION AND APPOINTMENT COMMITTEE<br />

The 2007 <strong>annual</strong> <strong>report</strong> announced that, in view of the<br />

workload and the resignations scheduled <strong>for</strong> the present<br />

Supervisory Board, it was seen as desirable to return<br />

to the original strength of five members. At the Shareholders’<br />

General Meeting it was announced that, in view<br />

of developments at that time, the appointment of a fifth<br />

member would be postponed until a later date. Since<br />

<strong>RSDB</strong> is now preparing itself <strong>for</strong> a stand-alone strategy,<br />

the original plan will be taken up once again.<br />

The profile sketch was used to guide the search <strong>for</strong> a<br />

candidate with a broad knowledge of the industry,<br />

coupled with ample boardroom experience. On 15 April<br />

2009, drs. R. Blom, ex-chairman of the board at Eneco<br />

Energy, will be presented to the General Shareholders’<br />

Meeting <strong>for</strong> appointment to the Supervisory Board.<br />

The same Meeting will also be requested to reappoint<br />

drs. H.C.P. Noten, who is scheduled <strong>for</strong> periodic retirement.<br />

In view of events like those experienced during the <strong>2008</strong><br />

General Meeting of Shareholders, Mr. Lugt indicated his<br />

willingness at that time to remain <strong>for</strong> a further 2 years as<br />

Supervisory Board member. In the current situation it is<br />

his intention to complete his 4 year term and remain until<br />

2012.<br />

The selection and appointment committee has also<br />

spoken to the Management Board about the organisation’s<br />

development and the quality of key functionaries<br />

in higher management.<br />

AUDIT COMMITTEE<br />

The Supervisory Board has had several discussions about<br />

the strategy and risks associated with the business, such<br />

as the relationship between fixed costs and declining<br />

market demand. Discussions were also held on the way<br />

the internal risk management and control system is set<br />

up and how it operates, as well as possibly significant<br />

changes to it. These talks also included the expected<br />

effects of the credit crisis on the group.<br />

Talks have been held with Ernst & Young Accountants, in<br />

the presence of management and once in their absence.<br />

Discussions included the provision by the group of<br />

financial in<strong>for</strong>mation, application and assessment of new<br />

rules, <strong>for</strong>ecasts and the group’s funding.<br />

REMUNERATION COMMITTEE<br />

The General Meeting of Shareholders of 27 June <strong>2008</strong><br />

approved changes to the Supervisory Board members’<br />

remuneration.<br />

A marginal modification of remuneration policy <strong>for</strong> the<br />

Management Board was also presented to the meeting<br />

and approved. In outline this policy is as follows:<br />

• The level of the remuneration is determined according<br />

to market research in the Netherlands among<br />

board members of businesses of comparable size,<br />

importance and profits base (the peer group). The<br />

remuneration policy is only based on financial targets<br />

taken into account the development of results as well<br />

6 <strong>RSDB</strong> Annual Report <strong>2008</strong>


as other factors that influence corporate growth.<br />

• The fixed component of the remuneration is indexed<br />

according to the GrafiMedia Collective Labour Agreement<br />

(CAO).<br />

• A short-term (1 year) variable component links the<br />

remuneration of the individual members of the<br />

Management Board to the group’s per<strong>for</strong>mance. This<br />

variable component is based on the development of<br />

EBITDA in relation to the average capital invested. It is<br />

stated that the variable component may never exceed<br />

the one year fixed component. Payment of variable<br />

remuneration in a given year is based on developments<br />

in the previous year.<br />

• Over the longer term <strong>RSDB</strong> has a bonus based on a<br />

number of virtual shares (phantom shares), paid at the<br />

end of a predetermined period at the rate obtaining<br />

at that time.<br />

• The members of the Management Board have a<br />

pension scheme which is basically similar to that<br />

which applies to the majority of <strong>RSDB</strong> employees. The<br />

pension scheme is non-contributory.<br />

The complete policy can be found on the group’s<br />

website. The financial consequences of this policy in <strong>2008</strong><br />

can be found in the appropriate chapters of the <strong>annual</strong><br />

accounts.<br />

Conclusion<br />

The group’s desire to play a part in the industry’s<br />

consolidation as a counter to increasing pressure on<br />

margins has been hampered by external factors <strong>for</strong> a<br />

number of years. This imposes an onerous burden on all<br />

<strong>RSDB</strong> stakeholders. The Supervisory Board is there<strong>for</strong>e<br />

grateful <strong>for</strong> the patience, flexibility and understanding<br />

displayed by all those involved.<br />

Deventer, March 18, 2009<br />

Supervisory Board<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 7


Report of the Management Board<br />

General<br />

For the first time in the history of the printing industry,<br />

the 4th quarter, on a European scale, showed a negative<br />

trend with regard to capacity utilisation and profit development.<br />

The consequences of the financial crisis and<br />

the connected economic developments are felt deeply<br />

in the market. Printing companies are among the first<br />

companies to feel the signals of a faltering economy. In<br />

the second half-year, this translated into order portfolios<br />

not equal to what is usual in our industry. This once more<br />

emphasises the need <strong>for</strong> an extensive consolidation,<br />

both on a local and on a European level, to reduce the<br />

excess capacity and consequently restoring returns<br />

within the printing industry to healthy levels.<br />

The pressure on the printing industry from the market<br />

is increasing evermore, also <strong>for</strong> <strong>RSDB</strong>. While since 2000<br />

we brought down the number of regular employees at<br />

Print Productions by more than 500, as a result of cost<br />

savings – 2000 and <strong>2008</strong> comparable 1 on 1, so excluding<br />

divestments – in that same period our total tonnage of<br />

printed paper increased by nearly 20%, from 349,000 to<br />

414,000 tonnes excluding the sheetfed printing facilities.<br />

All this resulted in a productivity improvement of more<br />

than 50% per employee: from 146 to 223 tonnes of paper.<br />

Paper volumes in the Western European market in <strong>2008</strong><br />

were on average lower than in 2007: paper <strong>for</strong> newspapers<br />

2% lower, coated paper 4% lower and SC paper 3%<br />

higher. Recovered paper merchants have mentioned<br />

a 20% decline in November and December. The trend<br />

continued in January 2009. Paper factories want to and<br />

will go even further with regard to reducing capacity,<br />

because all they have done until this moment has proved<br />

to be insufficient, in the light of the drastically changed<br />

conditions. Machine suppliers are waiting in line to issue<br />

a profit warning. In short, almost all suppliers within our<br />

chain are in trouble, as a result of the developments in<br />

our industry.<br />

As stated earlier, the focus of the group on printing<br />

activities in <strong>2008</strong> led to an investigation into the feasibility<br />

of a possible divestment of MediaPartners <strong>Group</strong>. At<br />

this moment, this investigation has not yet given us a<br />

satisfactory solution.<br />

As stated last year, <strong>RSDB</strong> aims to increase the presence<br />

of the <strong>Roto</strong> <strong>Smeets</strong> brand name in the market, looking<br />

to bring back the <strong>Roto</strong> <strong>Smeets</strong> name in the name of the<br />

holding company. After adoption of the amendment<br />

of the Articles of Association with regard to the name<br />

change, as from May 1, 2009, <strong>RSDB</strong> NV will be renamed<br />

<strong>Roto</strong> <strong>Smeets</strong> <strong>Group</strong> NV.<br />

Consolidation<br />

<strong>RSDB</strong> has <strong>for</strong> years made a huge ef<strong>for</strong>t to fight the<br />

downward trend in the printing market, by trying to<br />

start the so very necessary consolidation process within<br />

Europe (see illustration). It has been a major disappointment<br />

<strong>for</strong> us that this has not been done yet. Not by <strong>RSDB</strong>,<br />

and not by other parties.<br />

To make this review complete, we look back on the most<br />

recent developments of the process. As the Management<br />

Board was to play a role in the organisation to be <strong>for</strong>med,<br />

and this could cause a conflict of interest, it did not<br />

partake in the direct negotiations. These were conducted<br />

by Hombergh/De Pundert <strong>Group</strong> (HHBV), the major shareholders<br />

and a committee from the Supervisory Board.<br />

August<br />

2005<br />

May<br />

2006<br />

February<br />

2007<br />

May<br />

2007<br />

August<br />

2007<br />

December<br />

2007<br />

March<br />

<strong>2008</strong><br />

July<br />

<strong>2008</strong><br />

September<br />

<strong>2008</strong><br />

Start talks industrial<br />

party about possible<br />

offer on <strong>RSDB</strong><br />

Start talks Quebecor<br />

World Europe about<br />

merger<br />

2e stage QWE. QWI<br />

wants majority<br />

shares <strong>RSDB</strong>. Mandatory<br />

bid is problem.<br />

1st announcement<br />

intended bid HHBV<br />

Withdrawal HHBV<br />

related to not get<br />

timely funding<br />

Termination talks<br />

because of lack of<br />

finances<br />

1e stage QWE.<br />

Offer by <strong>RSDB</strong><br />

rejected by major<br />

shareholder QWI<br />

3rd stage QWE.<br />

Bid <strong>RSDB</strong> on QWE<br />

is voted against by<br />

shareholders<br />

Update intended bid<br />

HHBV<br />

8 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Report of the Management Board<br />

• On March 13, <strong>RSDB</strong> was approached through a financial<br />

institution by an investor who intended to make<br />

a public offer <strong>for</strong> all issued ordinary <strong>RSDB</strong> shares of<br />

€ 40.00 per share cum dividend <strong>for</strong> the 2007 financial<br />

year, and that it had reached conditional agreement<br />

with a number of <strong>RSDB</strong> shareholders who together<br />

held the majority of the <strong>RSDB</strong> shares.<br />

• On May 29, <strong>2008</strong> <strong>RSDB</strong> announced that HHBV was the<br />

investor who intended to make a public offer <strong>for</strong> all<br />

issued ordinary <strong>RSDB</strong> shares.<br />

• On June 14, <strong>2008</strong> HHBV and <strong>RSDB</strong> together announced<br />

that they, conditional to HHBV obtaining the<br />

necessary financing, have reached agreement on<br />

an intended public offer by HHBV on all issued and<br />

outstanding <strong>RSDB</strong> Shares.<br />

• On July 11, <strong>2008</strong> HHBV believed it would need a<br />

maximum of 6 more weeks to complete the documentation<br />

and secure financing with regard to the<br />

intended offer.<br />

• On August 21, <strong>2008</strong> HHBV announced that the<br />

completion of the financing of the offer would require<br />

more time than initially expected, and that it would<br />

there<strong>for</strong>e need more time than the earlier announced<br />

term of six weeks.<br />

• Finally, on Saturday September 6, <strong>2008</strong> <strong>RSDB</strong><br />

announced that it was disappointed to receive the<br />

news that HHBV had not been successful in its bid to<br />

secure financing <strong>for</strong> its intended offer, and as a result<br />

would have to abandon its resolve to make this offer.<br />

<strong>RSDB</strong> has not changed its strategy aimed at consolidation<br />

in the printing industry. Due to the current financial<br />

climate all ef<strong>for</strong>ts will initially be aimed at the execution<br />

of a Medium Term Plan, based on a stand-alone situation<br />

<strong>for</strong> <strong>RSDB</strong>, which should, however, not stand in the way of<br />

any future development. Through 2014, investments will<br />

be focused on maintaining a technically fit and competitive<br />

company with a reduced capacity, and as a result will<br />

be at a substantially lower level than in previous years.<br />

The new organisation which will be structured during<br />

this period should make <strong>RSDB</strong> stronger in a weak market,<br />

enabling the company to attract new initiatives.<br />

European Commission<br />

In June <strong>2008</strong>, <strong>RSDB</strong> was asked by top level civil servants<br />

of the European Commission to organise, during the<br />

autumn, a round table conference <strong>for</strong> the printing<br />

industry. Together with Intergraf, the pan-European<br />

employers’ organisation of the printing industry, <strong>RSDB</strong><br />

fulfilled this request. On 14 November <strong>2008</strong>, customers,<br />

suppliers, printers and those responsible <strong>for</strong> our<br />

industry in the European Commission, met <strong>for</strong> the first<br />

time to discuss the Ernst & Young ‘Competitiveness of<br />

the European Printing Industry’ survey published in<br />

November 2007, which confirmed what the Management<br />

Board of <strong>RSDB</strong> has been saying <strong>for</strong> some time now. An<br />

important feature of this <strong>report</strong> is the problem of excess<br />

capacity and all connected matters. It is clear to each<br />

participant that this is a European problem that should<br />

be resolved on a European level. After strong discussions<br />

civil servants reached the conclusion that the problem<br />

was clearly defined by all participants, but that this is<br />

a politically extremely sensitive issue. Other industry<br />

sectors have comparable problems. Within the European<br />

Commission there is a feeling that it should be possible<br />

to bring different disciplines of the Commission together<br />

in order to establish what is possible with regard to<br />

economic support and competition issues. The theme is<br />

now firmly on the European agenda.<br />

Business lines in <strong>2008</strong><br />

Print Productions<br />

The business line Print Productions is aimed at the efficient<br />

and effective production of printed matter by way of<br />

specialised full service companies that cover the total value<br />

chain from prepress up to and including distribution.<br />

MARKET<br />

The market of Print Productions, as did the printing<br />

companies of <strong>RSDB</strong>, showed a decline of more than 1%,<br />

in kilotonnes of paper. The continued difficult market<br />

conditions lead to further price erosion and pressure on<br />

margins.<br />

As a result of the improvement programmes started<br />

up in 2007, operating costs have declined and working<br />

capital management has improved.<br />

The strongly declining advertising income, also at the<br />

publishers, has pushed several magazine titles into red<br />

figures. Print run sizes and volumes of magazines are<br />

under pressure. The gloomy economic perspective has<br />

been used to discontinue unprofitable titles. We saw,<br />

in quick succession, the Gala, ELLEgirl, Milo and Triv’<br />

magazines disappear from the market and from our<br />

order portfolio.<br />

As magazine and retail printers, the <strong>RSDB</strong> printing<br />

companies have an important position on the Dutch<br />

market. The strategy is there<strong>for</strong>e mainly aimed at<br />

defending the current market position by acquiring<br />

orders <strong>for</strong> new titles at existing and new customers.<br />

10 <strong>RSDB</strong> Annual Report <strong>2008</strong>


However, opportunities to do so at existing business<br />

relations are few and far between. For many of our<br />

customers, <strong>RSDB</strong> is already a large supplier. From a<br />

strategic perspective, one would like to spread its acquisitions<br />

over multiple suppliers, which is not conducive to<br />

<strong>RSDB</strong>’s position from which to acquire new productions.<br />

We are facing stiff competition from printing companies<br />

in our neighbouring countries. On balance, we hardly<br />

managed to pass on any price increases to the market.<br />

Nevertheless, each year we manage to retain important<br />

printing orders and to obtain new orders. Veronica<br />

Magazine, VARAgids, Margriet and Donald Duck have<br />

again been secured <strong>for</strong> multiple years, and Aktueel, HP/<br />

De Tijd and AutoWeek are three new prominent titles<br />

that were acquired. With regard to retail orders we<br />

welcomed new customers such as Lidl and Hoogvliet.<br />

In addition, we are extending our service portfolio <strong>for</strong> a<br />

number of customers such as Makro, <strong>for</strong> which we also<br />

start doing the sealing work as from January.<br />

All this, however, is plagued by strong pressure on prices<br />

and margins, as a result of which total revenues are declining,<br />

further strengthening the need <strong>for</strong> ‘new business’.<br />

With a consistent print quality, reliability of deliveries and<br />

short throughput times, our business relations know that<br />

they can trust and rely on the solidity of <strong>Roto</strong> <strong>Smeets</strong>.<br />

ACTIVITIES IN <strong>2008</strong><br />

In order to maintain its position in the market <strong>RSDB</strong><br />

keeps modernising its printing facilities. Not to achieve<br />

growth but to remain technically fit and to remain able to<br />

deliver the quality and price demanded by the market.<br />

For example, Senefelder Misset in Doetinchem saw the<br />

opening of a new building, while the second phase of<br />

the extensive investment programme was completed.<br />

Mid October saw the introduction of a perfect binding<br />

machine with 13 gathering stations, 2 gluing stations and<br />

a speed of 18,000 products per hour. In the third phase of<br />

the investment programme, at the start of 2009, a start<br />

will be made with the installation of a 72 page printing<br />

press to replace two older presses. SMD will then have<br />

all disciplines <strong>for</strong> the realisation of magazines and<br />

magazine-type products under one roof.<br />

To replace an outdated Jumbo-press and a 70x100 press,<br />

a KBA 110x160 sheetfed press was ordered <strong>for</strong> <strong>Roto</strong><br />

<strong>Smeets</strong> GrafiServices in Eindhoven. In addition, the<br />

prepress department will be upgraded by the installation<br />

of a complementary new Kodak Computer To<br />

Plate configuration. These investments <strong>for</strong>m part of the<br />

medium term business plan drawn up by <strong>RSDB</strong> <strong>for</strong> <strong>Roto</strong><br />

<strong>Smeets</strong> GrafiServices. According to that plan, a 70x100<br />

cm Heidelberg XL 5 full-colour press with dispersion<br />

lacquer was installed late in 2007 in Eindhoven, while at<br />

<strong>Roto</strong> <strong>Smeets</strong> GrafiServices Utrecht Heidelberg XL presses<br />

were installed in 2007 and <strong>2008</strong>.<br />

All <strong>RSDB</strong> rotative and sheetfed printing companies in<br />

The Netherlands have now been ISO-12647-2 certified <strong>for</strong><br />

both prepress and <strong>for</strong> printing. ISO 12647 is a very important<br />

standard <strong>for</strong> printing companies. ISO 12647 contains<br />

almost all things regarding process control within the<br />

printing process. This certification increases the quality<br />

and efficiency and improves the switching possibilities<br />

between our printing facilities, giving our customers who<br />

have printing orders at multiple sites the confidence that<br />

the printed products are produced within acceptable<br />

quality bandwidths.<br />

RAW MATERIALS<br />

Paper prices have risen slightly during <strong>2008</strong>, influenced<br />

by capacity reduction within the paper industry. <strong>2008</strong><br />

saw more than 3,600 kilotonnes paper production taken<br />

off the market, approximately 8 times the volume used<br />

at <strong>RSDB</strong>. Especially in the uncoated segment, supply<br />

and demand are nearing a balanced situation, resulting<br />

in upward pressure on prices. Strongly declining<br />

demand in the fourth quarter because of the economic<br />

crisis again put pressure on paper volumes, as a result<br />

of which part of the announced paper price increases<br />

were prevented. For the time being, we are only seeing<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 11


Report of the Management Board<br />

short-term contracts in view of the volatilities of supply<br />

and demand.<br />

Our raw materials suppliers also raised their prices,<br />

<strong>for</strong>ced by energy price increases and price increases of<br />

base materials, such as pigments, pulp and oil.<br />

Contract negotiations <strong>for</strong> 2009 were used to try to<br />

extend terms of payment or credit, and to realise<br />

increased flexibility <strong>for</strong> contract volumes with regard to<br />

the current volatile market without consequences <strong>for</strong><br />

prices. This action was largely successful.<br />

In<strong>for</strong>mation technology<br />

The increasing integration in the organisation of end<br />

to end automation on the basis of a limited number of<br />

applications plays an important role in improving the<br />

productivity and efficiency of our processes.<br />

In <strong>2008</strong>, after a long series of tests, a first Drukkerij In<strong>for</strong>matie<br />

Management Systeem (DiMS!) Enterprise releasetransfer<br />

was carried out on the basis of a standard<br />

release. This completed the switch to a release policy of<br />

the supplier of DiMS! <strong>for</strong> the rotative printing companies.<br />

In addition, the two sheetfed printing companies, <strong>Roto</strong><br />

<strong>Smeets</strong> GrafiServices Eindhoven and <strong>Roto</strong> <strong>Smeets</strong><br />

GrafiServices Utrecht, switched to DiMS-Enterprise.<br />

The switch by these sheetfed printing companies to<br />

Oracle Financials, also planned <strong>for</strong> 2009, was delayed to 1<br />

January 2010.<br />

The standardisation of the actual operational registration<br />

system QTMS (Quality Tracking and Management<br />

System) <strong>for</strong> all sites was completed. Furthermore, all<br />

finishing departments at the rotative printing companies<br />

now have a QTMS system with the same standard<br />

setting. The next step will be the switch from the local<br />

QTMS servers to the central computer centre at the<br />

Deventer site, with the Weert site as back-up.<br />

The pilot project at <strong>Roto</strong> <strong>Smeets</strong> Etten and De Wit, the<br />

implementation of the functionality ‘Tracking & Tracing’<br />

which is offered within the QTMS product, is nearing<br />

completion. The standardisation carried out in QTMS, in<br />

combination with providing QTMS to the finishing departments<br />

of all rotative printing companies, enables us to<br />

start in 2009 with the implementation of the functionality<br />

‘Tracking & Tracing’ at all rotative printing companies.<br />

A pilot was started at <strong>Roto</strong> <strong>Smeets</strong> Deventer <strong>for</strong> the<br />

digitisation and automatic reading and processing of<br />

all purchasing invoices. The first results are in line with<br />

expectations. As soon as the pilot at <strong>Roto</strong> <strong>Smeets</strong><br />

Deventer is completed, mid-2009, this functionality will<br />

also be implemented at all other companies.<br />

Marketing Communications<br />

The business line Marketing Communications focuses on<br />

the optimum facilitation of a client’s own communications<br />

channel, focusing on the creation of cross-media (concept,<br />

creation, development and supply) and the automation of<br />

customer relations.<br />

After the demerger and partial sale of parts of the<br />

business line Marketing Communications in 2007, the<br />

MediaPartners <strong>Group</strong> and Leads to Loyals in <strong>2008</strong> both<br />

went their own way with the development of their plans.<br />

MediaPartners <strong>Group</strong><br />

The increase of available media <strong>for</strong> companies to<br />

communicate with their target group(s) has continued in<br />

<strong>2008</strong>. Partly due to the continued competition <strong>for</strong> their<br />

customers’ attention, companies are intensively working<br />

on their communication skills, and the MediaPartners<br />

<strong>Group</strong> supports these companies in this process.<br />

MARKET<br />

Due to the recent economic developments growth<br />

markets, such as the market in which the MediaPartners<br />

<strong>Group</strong> operates, have stopped growing. In this sector,<br />

however, the level at which a company innovates makes<br />

the difference. MediaPartners in the past year has put<br />

a lot of energy in its new positioning. This has led to a<br />

new description of its core activities, complete with<br />

the added ef<strong>for</strong>ts made in order to in<strong>for</strong>m existing<br />

and prospective customers on the repositioning. The<br />

organisational structure has been adapted to these new<br />

core activities, while the management has been brought<br />

12 <strong>RSDB</strong> Annual Report <strong>2008</strong>


in line with these developments. As a result, MediaPartners<br />

is able to operate much more efficiently and is ready<br />

to conquer a larger share of the market.<br />

In the meantime, the price sensitivity of existing customers<br />

has shot up in a very short time. Euros, and than<br />

mostly those from communication budgets, are spent<br />

only very reluctantly, and orders are delayed. We expect<br />

a shift to take place from television and newspapers to<br />

loyalty communication. Business relations realise that<br />

in these economically strenuous times it is even more<br />

important <strong>for</strong> them to hang on to their existing customers<br />

and properly per<strong>for</strong>ming employees.<br />

Although the pressure on prices will have its effect on<br />

margins, at the same time it presents opportunities to<br />

make use of the shifting of communications budgets.<br />

ACTIVITIES IN <strong>2008</strong><br />

In <strong>2008</strong>, the new labels MediaPartners LoyaliteitsCommunicatie<br />

(in Amstelveen and Brussels), MediaPartners<br />

ActieCommunicatie and MediaPartners Interne Communicatie,<br />

presented in 2007, strengthened their position in<br />

the market.<br />

The new organisational structure is now fully operational.<br />

The renovation of our existing sites has been<br />

completed, and the rental contract has been renewed.<br />

Although the credit crisis became increasingly fierce<br />

during <strong>2008</strong>, MediaPartners <strong>Group</strong> was able to maintain<br />

its services on a high level, both with regard to quality<br />

and quantity. We managed to extend our activities in<br />

<strong>2008</strong> at our existing customers. Within the Netherlands,<br />

MediaPartners <strong>Group</strong> works <strong>for</strong> companies such as ABN<br />

AMRO, Albert Heijn, Bastion, Deloitte, Draka, Etos, Eurail,<br />

FBTO, Holland Casino, ING, KLM, La Place, Nuon, Philips,<br />

Shell, Staatsbosbeheer, T-Mobile, TNT Post, VacanceSelect<br />

and Vitae. In Belgium, customers include Ethias,<br />

Unilever and Ernst & Young.<br />

Leads to Loyals<br />

Leads to Loyals made a disappointing start in <strong>2008</strong>, but<br />

improved its per<strong>for</strong>mance structurally in the second half<br />

of the year. It is clear in the market that customers are<br />

at the moment very reluctant regarding investments in<br />

the solutions offered by Leads to Loyals: the optimising<br />

of the customer dialogue by means of marketing and<br />

process automation.<br />

Social responsibility<br />

<strong>RSDB</strong> has <strong>for</strong> years <strong>report</strong>ed separately regarding its<br />

company policies in the fields of people, environment<br />

and added value (people, planet and profit). Fifteen years<br />

ago we published our first Social Report, 10 years ago<br />

our first Environmental Report. Since 2004, both <strong>report</strong>s<br />

have been joined in the <strong>RSDB</strong> Social Report.<br />

People<br />

As a result of internal reorganisations, the total number<br />

of employees fell from 2,257 ftes at year-end 2007 to<br />

2,189 as at December 31, <strong>2008</strong>. The disability absence<br />

policy, introduced two years ago, whereby case managers<br />

are used who support and advise managers in the<br />

management of disability absence, proved again to be<br />

very effective in <strong>2008</strong>. The average absence ratio came in<br />

at 4.26% (2007: 4.38%).<br />

At the end of <strong>2008</strong>, all employees received their first<br />

<strong>annual</strong> Persoonlijk Inkomen en Voorzieningen Overzicht<br />

(PIVO, a personal income and provisions review). This<br />

shows each employee how much they earn, directly<br />

and indirectly, <strong>for</strong> their work at one of the operating<br />

companies of <strong>RSDB</strong>. It contains individual in<strong>for</strong>mation<br />

regarding income, pension, personnel provisions etc.<br />

In <strong>2008</strong>, a CD-ROM was added to the PIVO, making it<br />

possible to calculate labour related income.<br />

The clear labour conditions <strong>for</strong> the group are based on<br />

the Grafimedia CAO (central labour agreement). Employees<br />

of the MediaPartners <strong>Group</strong> are bound by the CAO<br />

of the Magazine and Book Publishers and the Journalist<br />

CAO, as a result of which problems ensued with market<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 13


Report of the Management Board<br />

con<strong>for</strong>mity. These employees will receive a new labour<br />

conditions package which will be introduced in 2009.<br />

Pension Scheme<br />

Within the framework of the internal process of drawing<br />

up labour conditions, the <strong>RSDB</strong> pension scheme was<br />

examined. In view of the complexity of the pension<br />

scheme and current developments on the financial<br />

markets, the Management Board has instigated a simplification<br />

of the scheme, with clear pension commitments.<br />

As the basic scheme is a compulsory scheme with the<br />

Pensioenfonds Grafische Bedrijven (PGB, Pension Fund<br />

Printing Companies), the most obvious solution was<br />

to bring the excess scheme to the PGB. Contrary to its<br />

policy of the past, the PGB has stated its willingness to<br />

carry out excess pension schemes as from <strong>2008</strong>. During<br />

the past months it was investigated which problems<br />

such a switch could bring, and what the (financial)<br />

consequences would be. The starting point <strong>for</strong> all this<br />

was that all entitlements, so both the entitlements built<br />

up in the past as well as future entitlements, will transfer<br />

to the PGB. The outcome of the investigation has been<br />

submitted to the Central Works Council (COR) which has<br />

stated its agreement with the proposal. The transfer will<br />

take place as from January 1, 2009.<br />

SOCIAL AGREEMENT<br />

Employee organisations FNV Kiem and CNV Media, the<br />

<strong>RSDB</strong> Central Works Council and the Management Board<br />

of <strong>RSDB</strong> Holding agreed to a new social agreement,<br />

dated October 1, <strong>2008</strong>. The social agreement (Sociaal<br />

Akkoord) is aimed at creating a sustainable and lasting<br />

work<strong>for</strong>ce <strong>for</strong> <strong>RSDB</strong>.<br />

opportunities, developing competences and coaching of<br />

employees, this process is certain to ask a lot of ef<strong>for</strong>t by<br />

both the management an the employees.<br />

The Handboek Arbeidsvoorwaarden (Labour Conditions<br />

manual) of <strong>RSDB</strong> contains all regulations of the group <strong>for</strong><br />

its employees. This manual can be found on the group’s<br />

intranet. However, not all employees, in view of their<br />

position, have unqualified access to this intranet. As<br />

part of the <strong>RSDB</strong> Helder (<strong>RSDB</strong> Transparent), the most<br />

common regulations and schemes will now be published<br />

in a handy <strong>for</strong>mat. The leaflets on calling in sick, collective<br />

disability, travel expenses, bicycle scheme, contents<br />

manual and the Social Arrangement were published in<br />

<strong>2008</strong>. The leaflet on pension scheme, car allowance, life<br />

course savings scheme vs. company savings scheme and<br />

the <strong>RSDB</strong> rules of conduct of the series will be published<br />

in 2009.<br />

The earlier announced relocation of <strong>RSDB</strong> Holding from<br />

Hilversum to Deventer has now also been completed.<br />

As of October 10, <strong>2008</strong>, the head office can be found on<br />

Hunneperkade 17004, 7418 BT Deventer. The complete<br />

address in<strong>for</strong>mation can be found on the website: www.<br />

rsdb.com under contact.<br />

Environment<br />

In the field of environmental policy, <strong>RSDB</strong> has been a<br />

leading <strong>for</strong>ce within the printing industry <strong>for</strong> years. The<br />

<strong>RSDB</strong> production companies have had an Environmental<br />

Policy Statement and a NEN-ISO 14001 environmental<br />

certificate <strong>for</strong> over 10 years, and have had an Eco Balance<br />

<strong>for</strong> 15 years. That is a mass balance of all inflows and<br />

outflows of materials, plus energy and water, used to<br />

In addition, agreement was also reached on financial<br />

schemes <strong>for</strong> employees made redundant as a result of<br />

reorganisations. This concerns reorganisations from<br />

October 1, <strong>2008</strong>.<br />

The stated preventive policy aimed at enabling<br />

employees to keep or find good employment within or<br />

possibly outside <strong>RSDB</strong>, is not non-committal. <strong>RSDB</strong> has<br />

committed itself to make this policy concrete within the<br />

whole group inside two years. That means that the policy<br />

plan ‘Werken in the toekomst’ (Work in the future) must<br />

be completely integrated in the group’s operations by<br />

October 1, 2010. Although a number of companies within<br />

the group has already made good progress with this,<br />

among other things by holding effective per<strong>for</strong>mance<br />

interviews, the offering and making use of training<br />

14 <strong>RSDB</strong> Annual Report <strong>2008</strong>


manage operations. For 15 years, the printing companies<br />

have been working in accordance with the Milieubeleidovereenkomst<br />

Grafische Industrie (Environmental<br />

Agreement Printing Industry), guidelines agreed with the<br />

Dutch government. Al these accomplishments have been<br />

<strong>report</strong>ed in an Environmental Report (incorporated in<br />

the Social Report since 2004).<br />

All <strong>RSDB</strong> production companies are IPPC-regulated<br />

companies. This means that they must use the technology<br />

determined to be the best available in Europe <strong>for</strong><br />

environmental risk management.<br />

The <strong>RSDB</strong> production companies also have FSC (Forest<br />

Stewardship Council) Chain of Custody and Nordic<br />

Swan certificates. Since recently <strong>RSDB</strong>, in addition to<br />

its FSC certificate, also has a PEFC (Program <strong>for</strong> the<br />

Endorsement or Forest Certification) certificate, the<br />

most important certification programme. PEFC is an<br />

umbrella organisation <strong>for</strong> national certification systems.<br />

The reason <strong>for</strong> having these certificates is that <strong>for</strong> our<br />

customers, these represent a proof of sustainability of<br />

the paper used <strong>for</strong> their product. They also give proof of<br />

our social commitment and responsibility.<br />

The long-term soil decontamination projects are<br />

progressing steadily.<br />

At RS Deventer the soil decontamination projects, whereby<br />

contaminated soil was removed, have produced good<br />

results. Current analyses show that the concentrations of<br />

waste products are at substantially lower levels, as a result<br />

of which the sampling frequency could be lowered.<br />

The soil contamination at RS Etten and the decontamination<br />

approach <strong>for</strong>ms part of the co-operative policy of<br />

the Vosdonk Industrial Estate. In the estate, participants<br />

in addition to RS Etten include other companies as well as<br />

the Etten-Leur city council and the province of Noord-<br />

Brabant. For several reasons, the actual decontamination<br />

project has not yet started. The city council stated<br />

its desire in 2003 to redevelop the Vosdonk Industrial<br />

Estate. Together with this redevelopment, a start should<br />

also be made with the decontamination project. Several<br />

investigations have been carried out into the size of the<br />

contamination. It has been agreed by all participants<br />

that each of the participating companies will account<br />

<strong>for</strong> the company-related contamination within their own<br />

grounds. Additional investigations are carried out <strong>for</strong> the<br />

approach <strong>for</strong> the estate as a whole.<br />

Within <strong>RSDB</strong> a task<strong>for</strong>ce was established which closely<br />

monitors the development towards the measuring of<br />

the Carbon Footprint of both companies and products.<br />

As a result of its participation in the European interest<br />

organisations <strong>for</strong> the printing industry, this task<strong>for</strong>ce is<br />

closely involved in the striving <strong>for</strong> concrete objectives,<br />

such as one standard, making the carbon footprints of<br />

various products and services comparable. The various<br />

initiatives currently presented to the market are carefully<br />

evaluated. The European Commission, however, will need<br />

to make a decision regarding the choice of standard.<br />

A comprehensive description of the viewpoint of <strong>RSDB</strong><br />

with regard to its social responsibility and a <strong>report</strong> on<br />

<strong>2008</strong> is stated in the separately published <strong>RSDB</strong> Social<br />

Report <strong>2008</strong>.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 15


Report of the Management Board<br />

Financial developments <strong>2008</strong><br />

The balance between supply and demand in the printing<br />

industry has been further disturbed as a result of the<br />

deteriorated financial and economical climate. According<br />

to the <strong>for</strong>ecast issued in December, turnover from<br />

continuing business activities fell by € 37.5 million to<br />

€ 447.5 million (2007: € 485.0 million), Partly caused by the<br />

divestment of 2organize and Logic Use (2007: revenue<br />

€ 6.6 million) and by declining print runs and sizes of<br />

magazines and the discontinuation of titles by customers.<br />

The value-added (VA) at continued pressure on margins<br />

was € 18.0 million lower, at € 212.9 million (2007: € 230.9<br />

million). This was caused on the one hand by the divestment<br />

of 2organize and Logic Use (2207: VA € 4.8 million)<br />

on the other hand by lower prices.<br />

As a result of the improvement programmes already<br />

started in 2007, the sale of 2organize and Logic Use<br />

(2007: operating costs € 4.8 million) and the costs in 2007<br />

<strong>for</strong> the intended acquisition of Quebecor World Europe<br />

(€ 7.5 million), the operating costs declined by € 20.6<br />

million to € 207.1 million (2007: € 227.7 million). In addition<br />

to this, costs are managed by further and continuous<br />

process control / automation. The number of employees<br />

on the basis of ftes declined from 2,257 at year-end 2007<br />

to 2,189 at year-end <strong>2008</strong>. This efficiency boost was partly<br />

undone by the <strong>annual</strong> wage increase in accordance with<br />

the Grafimedia central labour agreement (CAO).<br />

EBITDA fell to € 37.2 million (2007 € 40.9 million). The<br />

trend of pressure on margins that started some years<br />

ago continued in <strong>2008</strong>, with an EBITDA / VA marge of<br />

17.5% and a ROCE (return on capital employed) of 0.7%.<br />

The operating result (EBIT) fell to € 5.8 million (2007: € 6.3<br />

million). <strong>RSDB</strong> NV <strong>report</strong>ed a net profit after tax <strong>for</strong> <strong>2008</strong><br />

of € 1.3 million, against € 5.4 million <strong>for</strong> 2007.<br />

With an unchanged number of 3,290,275 issued ordinary<br />

shares, this result development led to an earnings per<br />

share of € 0.41 (2007: € 1.65).<br />

The cash flow from operating activities declined to € 13.3<br />

million (2007: € 50.4 million). The decline of the operating<br />

cash flow was caused mainly by a decrease of trade and<br />

other payables of € 19.6 million due to the decline of the<br />

investment commitments and liabilities related to the<br />

acquisition of QWE. Paper stocks were maintained at a<br />

high level with regard to the expected significant price<br />

increases <strong>for</strong> 2009. Net investments amounted to € 23.0<br />

million (2007: € 30.2 million).<br />

16 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Objectives and framework<br />

The company objective is to achieve an EBITDA /Valueadded<br />

value ratio of at least 20 %, with a return on capital<br />

employed of 8 %. This with a minimum solvency ratio of<br />

30%, a debt / EBITDA ratio of no more than 3 and EBITDA /<br />

interest costs ratio of at least 4.75. The company hereby<br />

focuses on free cashflow with a very strict discipline<br />

on investments <strong>for</strong> the longer term and strict control<br />

of costs and working capital. In the current economic<br />

climate, a solid financial balance sheet position is crucial<br />

<strong>for</strong> maintaining the confidence of our customers, our<br />

suppliers, our shareholders and our employees.<br />

Surplus free cashflow will be used to:<br />

• reduce debts and pay dividend;<br />

• maintain a strong balance sheet to be able to play a<br />

role in the necessary consolidation.<br />

Finance position and covenants<br />

After payment of dividend over 2007 (€ 5.7 million)<br />

and interest, interest bearing debt has (inclusive cash)<br />

increased by € 13.2 million to € 71.7 million (2007: € 58.5<br />

million) as at year end <strong>2008</strong>. The company has a strong<br />

balance sheet with a solvency of 45,2% (ultimo 2007<br />

44,5%), a debt / EBITDA ratio of 1.9 and an EBITDA/interest<br />

costs ratio of 8.6. Of the total gross debt of € 73.2 million<br />

(at year-end <strong>2008</strong>),<br />

• 49% (€ 36 million) are financial leases <strong>for</strong> presses and<br />

peripheral equipment<br />

• 15% (€ 11.2 million) are due to a long-term mortgage<br />

loan secured by property<br />

• 34% are short-term cash loans (€ 25 million)<br />

• 2% other bank loans (€ 1.0 million)<br />

Dividend policy<br />

<strong>RSDB</strong>´s dividend policy is based on a cash payout of<br />

40% of the net result per ordinary share as long as the<br />

solvency meets the required minimum of 30%. For the<br />

years 2006 and 2007 <strong>RSDB</strong> chose, in view of the healthy<br />

balance sheet, to pay the same dividend as <strong>for</strong> 2005,<br />

being 75% of the 2006 net profit and 107% of the 2007 net<br />

profit.<br />

In the context of the conditions under which the banks<br />

have given a waiver over <strong>2008</strong> and the new credit<br />

facilities no proposal <strong>for</strong> dividend pay out over <strong>2008</strong> will<br />

be made.<br />

In addition, in the light of the prospects <strong>for</strong> 2009 and the<br />

necessary far-reaching measures as part of our standalone<br />

plan, it is an appropriate gesture towards all people<br />

in our organisation.<br />

Deventer, March 18, 2009<br />

The Management Board<br />

In addition to the existing financial leases and mortgage<br />

loan, <strong>RSDB</strong> has entered into an agreement in principle<br />

with ING and ABN AMRO <strong>for</strong> a € 50 million committed<br />

facility which will go into effect ultimately May 10, 2009,<br />

with a term of 1 year. This facility will be sufficient to<br />

carry out our stand-alone business plan.<br />

The covenants agreed fit within <strong>RSDB</strong>’s financial framework<br />

(debt/normalized EBITDA < 3), normalised EBITDA/<br />

Interest expense > 4.75, solvency > 30%).<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 17


Report of the Management Board<br />

regarding internal risk management and control systems<br />

Risk profile<br />

<strong>RSDB</strong> specifically belongs to the small group of top<br />

independent printing companies in Europe that use<br />

paper as the most important in<strong>for</strong>mation carrier and<br />

there<strong>for</strong>e produce and deliver print. <strong>RSDB</strong> shares are<br />

listed on Euronext Amsterdam stock exchange. Contrary<br />

to this, most of the many smaller, medium-sized and<br />

larger competitors in the Netherlands and abroad are<br />

not listed and there<strong>for</strong>e have less demanding disclosure<br />

requirements.<br />

This also applies to the increased requirements with<br />

regard to Corporate Governance <strong>for</strong> listed companies.<br />

The risk profile connected with this positioning is<br />

described below, and will focus on the 5 major risks. It is<br />

based on prior experience, while a reservation is made<br />

with regard to risks that have no material influence and<br />

unexpected risks in the short and longer term.<br />

1. Continued pressure on prices and margin<br />

erosion as a result of excess capacity<br />

The western European market remains very competitive<br />

as long as it has to deal with excess capacity. Both<br />

the gravure printing market, with an estimated excess<br />

capacity of 10-15%, and the weboffset market with an<br />

estimated excess capacity of 15-20%, are experiencing<br />

the consequences of this situation. Its main effect is the<br />

continued pressure on prices.<br />

For reasons of comparison, turnover provides a distorted<br />

image, while added value is a better benchmark. The<br />

EBITDA/Value Added ratio is currently declining each year<br />

(see financial key figures). As a result of this, unprofitable<br />

printing facilities are closed, facilities are merged into<br />

larger and more efficient plants better equipped to cope<br />

with the pressure or a restart is made. Improvements<br />

in technology and operating processes mostly nullify<br />

the advantages of the discontinued capacity, as a result<br />

of which the excess capacity and the connected price<br />

pressure become a constant factor. By closely guarding<br />

the cost structure of all <strong>RSDB</strong> companies, by efficiently<br />

using all capacity available within the group, by efficient<br />

use of all the capacity within the group, by gradually<br />

reducing unprofitable capacity within the operating<br />

companies and by continued investing in modern equipment<br />

in order to remain technically up to date, this risk is<br />

reduced.<br />

The only option <strong>for</strong> the sector as a whole to deal with<br />

excess capacity is through merging of companies and<br />

an extensive consolidation of the western European<br />

printing industry.<br />

This will enable the sector to achieve both cost and<br />

investment reductions, and balance supply and demand.<br />

2. The need to make replacement investments in<br />

the market<br />

Ever progressing new developments are the cause of<br />

a continuous necessity to invest in order to be able to<br />

serve customers competitively with regard to costs and<br />

technology.<br />

This can only be done through continuous monitoring of<br />

investments and by further automation.<br />

We will have to continue to make selective replacement<br />

investments, but at a structurally lower level than<br />

historic depreciation. The actual investments / depreciation<br />

percentage over the period 2000-<strong>2008</strong> was 70-80%<br />

and will in the coming years amount to, on average,<br />

between 50 – 60%.<br />

3. Commercial utilisation of production capacity<br />

crucial<br />

For the acquisition and execution of orders, <strong>RSDB</strong><br />

companies have highly trained employees and equipment<br />

to meet the requirements of the market. The<br />

activities are characterised by a great diversity of orders<br />

and clients both in the Netherlands and abroad. Profitability<br />

is determined by capacity utilisation as well as<br />

the level of efficiency and automation. Stagnation of the<br />

order flow may result in temporary losses due to insufficient<br />

capacity utilisation. The orders are partly <strong>annual</strong><br />

contracts – approximately 40% of group turnover – and<br />

partly short-term orders – approximately 60% of the<br />

group turnover – which are increasingly following from<br />

long-term ‘preferred supplier’ agreements. The equipment<br />

– machinery <strong>for</strong> prepress, printing and finishing – is<br />

spread out over different plants. In case of malfunctions,<br />

production can be switched quickly to capacity<br />

elsewhere within the group of <strong>RSDB</strong> companies, so that<br />

the company can practically always meet the agreed<br />

specifications and delivery times.<br />

4. Dependence on price developments of raw<br />

materials<br />

Raw materials have historically accounted <strong>for</strong> more than<br />

50% of turnover. It is there<strong>for</strong>e evident that the operating<br />

process strongly depends on the availability and price<br />

development of these raw materials. With many of these<br />

raw materials (paper, ink) the price of energy plays an<br />

important part, this in addition to our own dependence<br />

on the availability and the price of energy. Movements<br />

on the energy market there<strong>for</strong>e have a direct effect on<br />

margins within the industry. Higher costs <strong>for</strong> raw materi-<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 19


Report of the Management Board<br />

regarding internal risk management and control systems<br />

als cause higher operating costs which in this market<br />

with its high price pressure often cannot be passed on<br />

to customers. <strong>RSDB</strong> enters into central purchasing deals<br />

with all suppliers of raw materials and energy.<br />

5. Inflexible fixed cost base<br />

There are only very limited possibilities to adjust fixed<br />

costs in line with the erosion of margins. The cost base<br />

of <strong>RSDB</strong> is relatively inflexible. This is mainly the result<br />

of the high number of full-time employees and agreements<br />

in the national labour agreement <strong>for</strong> the sector<br />

(the GrafiMedia CAO). Although end to end automation<br />

and replacement investment enable <strong>RSDB</strong> to reduce<br />

costs and increase productivity, (see key figures), this is<br />

not sufficient to set off the erosion of margins caused<br />

by excess capacity. For that, consolidation is the only<br />

solution.<br />

Management and control systems<br />

In order to be able to monitor the operating and financial<br />

per<strong>for</strong>mance of the companies, various guidelines and<br />

procedures exist within <strong>RSDB</strong>. Some of these are:<br />

• The tasks and powers of board members have been<br />

laid down in a powers and authority scheme. In<br />

addition, all tasks and powers of the employees are<br />

described in individual function documents which are<br />

evaluated <strong>annual</strong>ly by means of appraisal interviews;<br />

• With regard to the management of financial risks,<br />

there are procedures concerning <strong>report</strong>ing, budget<br />

instructions, investment applications, credit rating,<br />

debtor management, currency management and<br />

cash management. These procedures are linked to a<br />

system of periodical, written <strong>report</strong>ing in which the<br />

companies must give a detailed description of the<br />

operating developments and the financial per<strong>for</strong>mances.<br />

These periodical <strong>report</strong>s are presented to the<br />

Management Board, the Supervisory Board and the<br />

management and are periodically discussed with the<br />

managers concerned;<br />

• Operating systems of the <strong>RSDB</strong> companies such as<br />

calculation, planning and process control all have<br />

been linked within one system, allowing <strong>for</strong> the best<br />

possible monitoring. Adequate backup systems and<br />

emergency power provisions have been provided to<br />

exclude every risk of power cuts;<br />

• The back offices of <strong>RSDB</strong> companies all work according<br />

to one and the same financial system, so that<br />

adequate control and consolidation can be carried<br />

out;<br />

• Developments in the market are closely monitored by<br />

means of regular market research and customer satisfaction<br />

surveys. Results of these surveys are closely<br />

involved in the realisation of strategic initiatives;<br />

• All production companies of <strong>RSDB</strong> have been certified<br />

<strong>for</strong> ISO 14001 which adequately manages environmental<br />

risks;<br />

• A collective contract was entered into with one<br />

‘arbodienst’ <strong>for</strong> all <strong>RSDB</strong> companies, as a result of<br />

which one disability procedure is used. Risk inventory<br />

and evaluation projects are carried out on a regular<br />

basis at the companies;<br />

• <strong>RSDB</strong> maintains a list of insiders, employees who<br />

while exercising their duties may come into contact<br />

with confidential in<strong>for</strong>mation. These insiders must<br />

observe the Insiders Regulations. These regulations<br />

contain rules regarding the possession of and trading<br />

in shares in the company, or in securities the value<br />

of which is partly determined by the value of these<br />

shares. All this in connection with the prevention of<br />

insider trading;<br />

• Compliance with legislation and regulations is<br />

<strong>report</strong>ed regularly and systematically to the Management<br />

Board, and deviations are complied with<br />

adequately in order of importance.<br />

The consultative structure, established each year,<br />

in<strong>for</strong>ms the Management Board on developments at the<br />

companies. The structure includes periodical consultative<br />

meetings with the management of the operating<br />

companies. Regular items include medium term planning,<br />

market analyses, results and budgets. As a result,<br />

any <strong>report</strong>s on operational and financial risks can be<br />

obtained in a timely manner. The management of these<br />

operating companies independently produces comparative<br />

evaluations and <strong>report</strong>s to the Management Board.<br />

These <strong>report</strong>s are evaluated, together with the <strong>report</strong>s<br />

regarding the outcome of internal and external audits.<br />

Furthermore, consultative meetings with the Central<br />

Works Council are held seven times per year. The<br />

Central Works Council represents the works councils of<br />

the various operating companies. These consultative<br />

meetings are held in the presence of a delegation from<br />

the Supervisory Board.<br />

A whistleblower arrangement ensures that employees<br />

have the possibility of <strong>report</strong>ing alleged irregularities of a<br />

general, operational and financial nature in the company<br />

without jeopardising their legal position.<br />

20 <strong>RSDB</strong> Annual Report <strong>2008</strong>


To guard the company culture and to support respect<br />

<strong>for</strong> the generally accepted set of values legislation and<br />

regulations, an <strong>RSDB</strong> Code Conduct applies to all <strong>RSDB</strong><br />

employees.<br />

All <strong>report</strong>s and other activities with regard to the control<br />

and management of operations within <strong>RSDB</strong>, as well as<br />

possibilities <strong>for</strong> improvement, are regularly discussed<br />

with the Supervisory Board.<br />

Improvement plans in <strong>2008</strong><br />

Late in 2007, four improvement plans have been introduced,<br />

which received much attention during <strong>2008</strong>:<br />

• Improvement of the Management In<strong>for</strong>mation<br />

System<br />

• Strict working capital management<br />

• Continuous improvement of process and cost<br />

management<br />

• Compliance<br />

To improve management in<strong>for</strong>mation, a number of<br />

uni<strong>for</strong>m ratios have been developed, with which it is easy<br />

to determine how well the companies are per<strong>for</strong>ming,<br />

both commercially and in the field of production and<br />

purchasing. Examples of this are: capacity utilisation,<br />

realised added value, order results, production efficiency,<br />

margins, costs and working capital.<br />

Strict working capital management is aimed at minimising<br />

the difference between the value of supplies, debtors<br />

and cash (current assets) and the creditors and other<br />

short-term debts (the current liabilities). Examples of<br />

these are monitoring of paper stocks, invoicing within 24<br />

hours after delivery, the reduction of terms of payment<br />

<strong>for</strong> customers and lengthening these terms regarding<br />

suppliers.<br />

Improved process and cost management by identifying<br />

potential savings by purchasing and the assessment<br />

whether efficiency can be improved by stricter process<br />

management using the existing IT systems. Examples<br />

are load factors of trucks, integrated paper waste<br />

prevention, increase of ink efficiency and energy saving<br />

programmes.<br />

An inventory has been made of the status of the compliance<br />

with legislation and regulations. Subsequently, a<br />

prioritised action plan has been drawn up in order to deal<br />

with exceptions.<br />

In control statement<br />

The Management Board of <strong>RSDB</strong> NV is responsible <strong>for</strong><br />

the effectiveness of the operating processes within<br />

<strong>RSDB</strong>, <strong>for</strong> the financial <strong>report</strong>ing on these processes and<br />

<strong>for</strong> the monitoring with regard to the en<strong>for</strong>cement of<br />

rules and regulations. In order to carry out its tasks the<br />

Management Board makes use of implemented systems<br />

of risk management and control within the organisation.<br />

These systems aim to give the board the best possible<br />

control of the risk of not realising the operational and<br />

financial objectives of the company. During the financial<br />

year, the internal risk management and control systems<br />

of the company are monitored, with which the significant<br />

and company specific risks can be controlled as well as<br />

possible.<br />

During the year under review, the systems have<br />

functioned properly, and there are no indications that<br />

the risk management and control systems will not work<br />

properly in the current year. The Management Board<br />

there<strong>for</strong>e states that the internal risk management and<br />

control systems give a reasonable amount of certainty<br />

that the financial <strong>report</strong>ing contains no material<br />

misrepresentations.<br />

The described system of procedures and duties <strong>for</strong>ms<br />

a solid and reliable basis in the managing of the extent<br />

to which the strategic and operational objectives of our<br />

company are realised, including the reliability of internal<br />

and external <strong>report</strong>s. Continued ef<strong>for</strong>ts of the specially<br />

assigned project organisation are aimed at a more<br />

complete and systematic approach of the internal risk<br />

management and control system.<br />

In <strong>2008</strong>, standardisation of management <strong>report</strong>ing was<br />

introduced, which will be further refined in 2009. As a<br />

result of this, uni<strong>for</strong>mity through the companies has<br />

strongly improved, enabling the management to closely<br />

monitor commercial capacity utilisation, costs, working<br />

capital and investments.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 21


Corporate Governance<br />

General<br />

The Supervisory Board and the Management Board of<br />

<strong>RSDB</strong> respect the principles and best practice provisions<br />

of the Corporate Governance Code, and have been<br />

observing these <strong>for</strong> some time, where these apply to<br />

<strong>RSDB</strong>.<br />

The amended Corporate Governance Code of December<br />

10, <strong>2008</strong> also requires that attention is given to the social<br />

aspects of entrepreneurship relevant to the company in<br />

the communication with stakeholders of the company.<br />

As <strong>RSDB</strong> publishes a separate Social Annual Report,<br />

we will not go into too much detail with regard to the<br />

subject in order to keep the financial accounts readable.<br />

I. Observance and en<strong>for</strong>cement of the Code<br />

In this chapter the company specifically states to what<br />

extent the best practice provisions included in this code<br />

are observed, and if not, why and to what extent it<br />

deviates from these best practice provisions.<br />

Each substantial change in the Corporate Governance<br />

structure of the company and in the observance of<br />

this code shall be submitted to the General Meeting of<br />

Shareholders in a separate item of the agenda.<br />

The group’s views and the relevant documents can be<br />

found on the group website: www.rsdb.com/financial/<br />

corporate governance.<br />

II. The Executive Board<br />

II.1. RESPONSIBILITIES AND PROCEDURES<br />

The Management Board of <strong>RSDB</strong> fully endorses the<br />

principle of the responsibilities and procedures of the<br />

Management Board as stated in the Code and implemented<br />

the majority of the described best practice provisions<br />

within the company some time ago. With regard to<br />

the policy concerning the proposed period of appointment<br />

of members of the Management Board it is <strong>RSDB</strong>’s<br />

view that the employment contract of the current CEO,<br />

entered into in 2001 <strong>for</strong> an undetermined period of time<br />

and with a notice period of six months, will be respected.<br />

22 <strong>RSDB</strong> Annual Report <strong>2008</strong>


On appointment of new board members best practice<br />

II.1.1. of the Code will be applied, and board members<br />

will be appointed in principle <strong>for</strong> a maximum period of<br />

four years, also with a notice peridod of six months.<br />

Reappointment can take place, each time <strong>for</strong> a maximum<br />

period of four years.<br />

The Management Board will submit <strong>for</strong> approval to the<br />

Supervisory Board:<br />

a) the operational and financial objectives of the<br />

company;<br />

b) the strategy which must lead to the realisation of<br />

these objectives;<br />

c) the preconditions with regard to this strategy, <strong>for</strong><br />

instance with regard to the financial ratios.<br />

d) The social aspects of entrepreneurship relevant to the<br />

company.<br />

The main subjects will be outlined in the <strong>annual</strong> <strong>report</strong>.<br />

The company has a specific internal risk management<br />

and control system. The system is described in the <strong>annual</strong><br />

<strong>report</strong>.<br />

<strong>RSDB</strong> also observes the other principles and best<br />

practices mentioned in this chapter.<br />

II.2. REMUNERATION<br />

Amount and composition of the remuneration<br />

The Supervisory Board analyses the possible outcome<br />

of the variable remuneration components and their<br />

consequences <strong>for</strong> the remuneration of the members<br />

of the Management Board. A review is also carried out<br />

with regard to market con<strong>for</strong>mity (median level). This<br />

review will use the survey carried out each year by Hay<br />

Consultants. In general, the foundations of the present<br />

remuneration system will remain unchanged. The<br />

members of the Management Board of <strong>RSDB</strong> receive a<br />

market median level remuneration which consists of a<br />

fi xed and a variable part. The variable part is linked to<br />

the development of EBITDA in relation to the average<br />

invested capital. With regard to the long-term incentive,<br />

<strong>RSDB</strong> has opted <strong>for</strong> a loyalty arrangement in the <strong>for</strong>m<br />

of Phantom Shares, which can be sold at the end of a<br />

predetermined period against the share price of that<br />

particular moment.<br />

<strong>RSDB</strong> has no option or share schemes <strong>for</strong> its Executive<br />

Board.<br />

With regard to the exit arrangements, the best practice<br />

provisions of the Code (11.2.7) will be observed.<br />

With regard to the change of control provisions, the<br />

employment agreements of the members of the<br />

Management Board include a maximum payment of 24<br />

months in case of termination of their employment in<br />

connection with a public offer <strong>for</strong> the company.<br />

Determination and disclosure of the remuneration<br />

The principal points of the remuneration <strong>report</strong> regarding<br />

the remuneration policy of the company have been<br />

posted on the website. The notes to the <strong>annual</strong> accounts<br />

include the statutory in<strong>for</strong>mation regarding the amount<br />

and structure of the remuneration of the individual<br />

members of the Management Board. Amendments to<br />

remuneration policy adopted by the General Meeting<br />

of Shareholders will be submitted <strong>for</strong> adoption to the<br />

General Meeting of Shareholders.<br />

II.3. CONFLICTS OF INTEREST<br />

Within <strong>RSDB</strong> there are no conflicts of interest between<br />

the company and members of the Management Board.<br />

Should these occur in the future, than the best practice<br />

provisions with regard to this principle will be observed.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 23


Corporate Governance<br />

III. Supervisory Board<br />

III.1. RESPONSIBILITIES AND PROCEDURES<br />

The Supervisory Board of <strong>RSDB</strong> fully endorses the<br />

principle of the responsibilities and procedures of the<br />

Supervisory Board as stated in the Corporate Governance<br />

Code and implemented the best practice provisions<br />

within the company some time ago. The regulations<br />

containing principles and best practices <strong>for</strong> the Supervisory<br />

Board can be found on the company website.<br />

III.2. INDEPENDENCE<br />

The composition of the Supervisory Board is such that<br />

the members are able to act critically and independently<br />

of one another and of the Management Board and any<br />

particular interest.<br />

III.3. EXPERTISE AND COMPOSITION<br />

Based on a profile, the members of the Supervisory<br />

Board have been selected <strong>for</strong> their specifi c expertise<br />

required <strong>for</strong> the fulfilment of their duties within the<br />

Board. Each member of the Supervisory Board is capable<br />

to assess the broad outline of the overall policy. The<br />

profile can be found on the website of the company.<br />

III.4. ROLE OF THE CHAIRMAN OF THE SUPERVISORY<br />

BOARD AND THE COMPANY SECRETARY<br />

The Chairman of the Supervisory Board shall ensure<br />

the proper functioning of the Supervisory Board and its<br />

committees, and shall act on behalf of the Supervisory<br />

Board as the main contact <strong>for</strong> the Management Board<br />

and <strong>for</strong> shareholders regarding the functioning of<br />

members of the Executive and Supervisory Board<br />

members. The best practices described are observed.<br />

In view of the size of the management structure of <strong>RSDB</strong><br />

it was decided to transfer support tasks <strong>for</strong> the Supervisory<br />

Board to the Secretary of the Management Board.<br />

The supervision on the correct following of procedures<br />

and the acting in accordance with the statutory obligations<br />

and obligations under the Articles of Association will<br />

be carried out by the company’s Head of Legal Affairs.<br />

III.5. COMPOSITION AND ROLE OF THREE KEY COMMIT‐<br />

TEES OF THE SUPERVISORY BOARD<br />

As long as the Supervisory Board of <strong>RSDB</strong> consists of<br />

four members, the Code does not require the company<br />

to appoint separate committees within its Board. All<br />

members there<strong>for</strong>e have seats on the three key committees,<br />

as a result of which the applicable best practice<br />

provisions there<strong>for</strong>e relate to the whole Supervisory<br />

Board. The regulations of the key committees <strong>for</strong>m an<br />

integrated part of the regulations regarding principles<br />

and best practices of the Supervisory Board. These<br />

regulations can be found on the website of the company.<br />

In view of the amount of work and the retirement schedule,<br />

the Supervisory Board believes it to be desirable to<br />

return to the original number of five members. A profile<br />

is placed on the website of the company. As soon as the<br />

Board consists of five members, three separate committees<br />

will be appointed.<br />

III.6. CONFLICTS OF INTEREST<br />

Within <strong>RSDB</strong> there are no conflicts of interest between<br />

the company and members of the Supervisory Board.<br />

Should these occur in the future, than the best practice<br />

provisions with regard to this principle will be observed.<br />

In <strong>2008</strong>, ING Corporate Finance acted as adviser in the<br />

negotiations with HHBV.<br />

ING Corporate Finance through its subsidiary Parcom<br />

Ventures holds 12.1 % of the share capital of <strong>RSDB</strong> NV.<br />

In entering into this agreement with ING Corporate<br />

Finance, best practice provision III.6.4 of the code was<br />

observed.<br />

III.7. REMUNERATION<br />

The remuneration of the members of the Supervisory<br />

Board of <strong>RSDB</strong> is not dependent on the results of the<br />

company. The remuneration policy of the members of<br />

the Supervisory Board was submitted to and adopted by<br />

the General Meeting of Shareholders.<br />

Amendments to this remuneration policy will be submitted<br />

<strong>for</strong> adoption to the General Meeting of Shareholders.<br />

III.8. ONE‐TIER MANAGEMENT STRUCTURE<br />

The principle with regard to the One-tier management<br />

structure does not apply to <strong>RSDB</strong>.<br />

IV. (General Meeting of) Shareholders<br />

IV.1. POWERS<br />

The powers of the shareholders, as stated in the<br />

Corporate Governance Code will be observed and the<br />

decisions of the management board on a major change in<br />

the identity or character of the company or the enterprise<br />

shall, in accordance with the Articles of Association<br />

of the Company, be submitted to the General Meeting of<br />

Shareholders <strong>for</strong> approval. The agenda items mentioned<br />

as best practice are discussed at the General Meeting of<br />

24 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Shareholders. The company has also set a registration<br />

date <strong>for</strong> the exercision of voting and meeting rights.<br />

IV.2. DEPOSITARY RECEIPTS FOR SHARES<br />

The principle with regard to depositary receipts <strong>for</strong><br />

shares and the thereby described best practice provisions<br />

do not apply to <strong>RSDB</strong>.<br />

IV.3. PROVISION OF INFORMATION TO AND LOGISTICS OF<br />

THE GENERAL MEETING OF SHAREHOLDERS<br />

The Management Board and the Supervisory Board of<br />

<strong>RSDB</strong> endorse the principle of the provision of in<strong>for</strong>mation<br />

to and logistics of the General Meeting of Shareholders<br />

as stated in the Corporate Governance Code and<br />

observe all described best practice provisions.<br />

The complete presentations, possible webcasts, etc. will<br />

be available directly after themeetings via the website<br />

www.rsdb.com / financial / investor relations / presentations.<br />

IV.4. RESPONSIBILITY OF SHAREHOLDERS AND INSTITU‐<br />

TIONAL INVESTORS<br />

The principle with regard to the responsibility of<br />

shareholders and institutional investors and the thereby<br />

described best practice provisions do not apply to <strong>RSDB</strong>.<br />

IV.5. ANTI‐TAKEOVER MEASURES<br />

In the <strong>RSDB</strong> General Meeting of Shareholders of April 20,<br />

2000, the proposal was adopted to grant the Foundation<br />

‘Stichting Preferente Aandelen’ an option to take up<br />

<strong>RSDB</strong> preference shares to the maximum number of<br />

ordinary shares issued at that moment.<br />

The objective of the Foundation ‘Stichting Preferente<br />

Aandelen’ is to protect the interests of the company<br />

in such a way that the interests of the company and of<br />

all stakeholders are protected in the best possible way,<br />

and that all infl uences which could infringe upon the<br />

independence and/or the continuity and/or the identity<br />

of the company against these interests are resisted to<br />

the best of the foundation’s abilities, as well as per<strong>for</strong>ming<br />

all actions which relate to or promote the above.<br />

The Foundation aims to achieve its objective by acquiring<br />

and holding preference shares in the capital of the<br />

company and by exercising the rights connected with<br />

these shares, including in particular the voting rights<br />

on these shares. At year-end <strong>2008</strong>, the Foundation held<br />

option rights on 3,290,274 preference shares. The Board<br />

of the Foundation ‘Stichting Preferente Aandelen’<br />

consists of three independent members.<br />

V. The audit of the financial <strong>report</strong>ing and<br />

the position of the internal auditor function<br />

and of the external auditor<br />

V.1. FINANCIAL REPORTING<br />

The Management Board of <strong>RSDB</strong> recognises its<br />

responsibility <strong>for</strong> the accuracy and completeness of the<br />

external financial <strong>report</strong>ing. The Management Board<br />

and the Supervisory Board also recognise the role of the<br />

Supervisory Board in supervising the fulfilment of this<br />

responsibility by the Management Board.<br />

V.2. ROLE, APPOINTMENT, REMUNERATION AND ASSESS‐<br />

MENT OF THE FUNCTIONING OF THE EXTERNAL AUDITOR<br />

The external auditor will be present at the General<br />

Meeting of Shareholders.<br />

The Supervisory Board, with due observance of the<br />

advice of the Management Board, shall if necessary<br />

submit the appointment of the external auditor to the<br />

General Meeting of Shareholders.<br />

V.3. INTERNAL AUDIT FUNCTION<br />

The principle with regard to the internal auditor function<br />

does not apply to <strong>RSDB</strong>.<br />

V.4. RELATIONSHIP AND COMMUNICATION OF THE<br />

EXTERNAL AUDITOR WITH THE BODIES OF THE<br />

COMPANY<br />

The principle with regard to the relationship and communication<br />

of the external auditor with the bodies of the<br />

company and the described best practice provisions are<br />

observed by <strong>RSDB</strong>.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 25


Company description<br />

<strong>RSDB</strong> NV is a Dutch company with its registered office<br />

in Deventer (statutary office in Hilversum), which acts<br />

as a holding company <strong>for</strong> the national and international<br />

companies of <strong>RSDB</strong>. <strong>RSDB</strong> is a so-called large public<br />

company (‘structuurvennoot-schap’). The ordinary<br />

shares of <strong>RSDB</strong> are listed on Euronext Amsterdam.<br />

Capital structure<br />

The authorised share capital of the company amounts to<br />

€ 85 million, divided into 8,500,000 ordinary shares and<br />

8,500,000 preference shares, with a nominal value of € 5<br />

each. As at December 31, <strong>2008</strong>, 3,290,275 ordinary shares<br />

were issued and placed.<br />

Foundation ‘Stichting Preferente Aandelen<br />

<strong>RSDB</strong>’<br />

The foundation ‘Stichting Preferente Aandelen <strong>RSDB</strong>’,<br />

with its registered office in Deventer, looks after the<br />

interests of the company and all parties directly and<br />

indirectly involved. The board of the foundation is<br />

independent (also see Declaration of independence on<br />

page 100).<br />

The composition of the Board is as follows:<br />

M.W. den Boogert, chairman<br />

R.P. Voogd<br />

W.H. Weiland<br />

Shareholders<br />

As at December 31, <strong>2008</strong>, major shareholders as known<br />

by the company were:<br />

Laxey Partners Ltd. 18.9%<br />

Riva Investments BV 15.3%<br />

Bestinver 14.1%<br />

Valcon Acquisition Holding (Luxembourg) sarl 13.5%<br />

ING <strong>Group</strong> NV 12.1%<br />

Marsala BV 6.8%<br />

Each year the company requests from its shareholders an<br />

authorisation to issue shares and restriction or exclusion<br />

of preferential rights <strong>for</strong> a period of 18 months. During<br />

that period, the Management Board may resolve to issue<br />

shares, to grant rights to take up shares and to restrict<br />

or exclude the preferential rights of shareholders. This<br />

authority applies to ordinary shares to a number equal<br />

to ten per cent (10%) of the currently issued share capital.<br />

The authority also applies to all preference shares in the<br />

authorised capital of the company, provided that the<br />

number of outstanding preference shares can never<br />

exceed the number of outstanding ordinary shares,<br />

minus one.<br />

The Management Board also requests authorisation<br />

from its shareholders to obtain fully paid-up shares in<br />

the capital of the company itself or depositary receipts<br />

<strong>for</strong> these shares, to the legal and statutory allowed<br />

maximum other than <strong>for</strong> no consideration, through any<br />

way of acquisition of ownership, at a price that deviates<br />

no more than 15% from the highest or the lowest price<br />

at which such shares in the capital of the company are<br />

traded on Euronext Amsterdam as per the date on which<br />

the agreement regarding the acquisition of ownership<br />

was closed.<br />

In <strong>2008</strong>, both these authorisations remained unused.<br />

The company has no limitations regarding a certain<br />

percentage or number of votes. Execution of voting<br />

rights takes place at the General Meeting of Shareholders.<br />

At the convocation of a General Meeting of<br />

Shareholders, a registration date is set, whereby the<br />

deadline is not set to be be<strong>for</strong>e the seventh day prior to<br />

the meeting. All shareholders who hold shares on that<br />

registration date, have the right to vote at the General<br />

Meeting.<br />

Supervisory Board<br />

The Supervisory Board consists of at least three<br />

members. At the moment, the Supervisory Board<br />

consists of 4 members. A profile and regulations <strong>for</strong> the<br />

Supervisory Board are available on the corporate website<br />

and at the company’s registered office. The complete<br />

Supervisory Board also <strong>for</strong>ms the committee that carries<br />

out the appointment, remuneration and audit policies<br />

of the company. The members of the Supervisory Board<br />

receive a remuneration that is independent of the<br />

company’s profit and serve in principle no more than<br />

three terms of four years.<br />

The composition of the Supervisory Board is as follows:<br />

D.J. Montgomery, chairman<br />

A.P. Lugt, deputy chairman<br />

H.C.A. Groenen<br />

H.C.P. Noten<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 27


Company description<br />

The present members of the Supervisory Board retire<br />

according to the following rotation schedule:<br />

appointed reappointed available <strong>for</strong><br />

re-election<br />

D.J. Montgomery 2006 2010<br />

A.P. Lugt 2000 2004, <strong>2008</strong> --<br />

H.C.A. Groenen 2004 <strong>2008</strong> 2012<br />

H.C.P. Noten 2005 2009 2013<br />

Management Board<br />

The Management Board consists of several members and<br />

has a collective responsibility, whereby the chairman has<br />

a deciding vote.<br />

The chairman is responsible <strong>for</strong> strategy, purchasing,<br />

communications, human resource management and<br />

the operational control of the business line Print<br />

Productions. The portfolio of the second member of the<br />

Management Board includes finance, corporate affairs,<br />

ICT and the operational control of the business line<br />

Marketing Communications and <strong>Roto</strong> <strong>Smeets</strong><br />

GrafiServices.<br />

The composition of the Management Board is as follows:<br />

J.P. Caris, CEO<br />

E.H.O.M. Bouwman, CFO<br />

Central Works Council<br />

The company has a fully-fledged representative consultative<br />

body consisting of a Central Works Council and the<br />

usual company works councils.<br />

The composition of the Executive Committee of the<br />

Central Works Council is as follows:<br />

C. van der Eerden, chairman<br />

H. Overdijk<br />

J.W.J. de Vooght<br />

A.T.M. Stevens, official secretary<br />

Important financial dates<br />

General Meeting of Shareholders<br />

15 April 2009<br />

Business update 1st quarter 2009<br />

14 May 2009<br />

Press release half-year results 2009<br />

20 August 2009<br />

Business update 3rd quarter 2009<br />

12 November 2009<br />

Press release full-year results 2009<br />

18 March 2010<br />

General Meeting of Shareholders<br />

28 April 2010<br />

Mission statement<br />

It is <strong>RSDB</strong>’s ambition to provide efficient and high addedvalue<br />

services to its clients. <strong>RSDB</strong> aims to realise this in a<br />

client focussed, open and reliable culture. A culture that<br />

is characterised by an urge <strong>for</strong> perfection, respect and<br />

mutual trust.<br />

Adaptability, scale, modern means of production and<br />

speed of action must thereby contribute to a healthy<br />

development of earnings per share.<br />

<strong>RSDB</strong> considers its environmental policy, like its concern<br />

<strong>for</strong> health, safety and welfare, to be an integral part<br />

of company policy. It also has a social engagement and<br />

responsibility with respect to its employees, customers<br />

and community.<br />

Corporate calendar<br />

The company has a corporate calendar, incorporating<br />

all relevant dates with regard to official occasions and<br />

publications, consultative meetings with the Management<br />

Board and the shareholders, the Supervisory Board<br />

and the Central Works Council, as well as the publication<br />

dates of the periodical financial <strong>report</strong>s.<br />

28 <strong>RSDB</strong> Annual Report <strong>2008</strong>


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important in<strong>for</strong>mation carrier and there<strong>for</strong>e oriduce and<br />

supply printed matter. Both at home and abroad, <strong>RSDB</strong><br />

supplies a wide range of printing services and products.<br />

The <strong>RSDB</strong> <strong>Group</strong> consists of 23 limited companies with<br />

2,243 employees.<br />

Apart from the Hungarian web offset printer Antok<br />

Nyomdaipari (85%) and the participation in Business<br />

Media (40%), all group companies are wholly-owned<br />

subsidiaries of <strong>RSDB</strong> Holding.<br />

Organisation<br />

<strong>RSDB</strong>’s business model consists of core activities which<br />

complement and strengthen each other. These activities<br />

have been organised in two business lines: Print Productions<br />

and Marketing Communications.<br />

Interview<br />

Dustin<br />

Hoffman<br />

Print Productions<br />

The efficient production of rotogravure, web offset and<br />

sheetfed print using specialised, full-service companies<br />

as consultant, producer or director, managing the total<br />

value chain from prepress to distribution.<br />

The core of the business line Print Productions, active<br />

in the market under the brand names <strong>Roto</strong> <strong>Smeets</strong>,<br />

Pijnlijke maatregelen zijn noodzakelijk.<br />

Maar maakt kabinet de goede keuzes<br />

ONDERGRONDS DRAMA<br />

Na Keulen: twijfel over Noord/Zuidlijn<br />

Amsterdam. Nog geen meter geboord!<br />

<strong>RSDB</strong> Holding: Purchase,<br />

HR, Communication<br />

John Caris<br />

CEO<br />

Edwin Bouwman<br />

CFO<br />

<strong>RSDB</strong> Holding: F&E,<br />

ICT, Legal Affairs<br />

<strong>Roto</strong> <strong>Smeets</strong><br />

Diepdruk<br />

<strong>Roto</strong> <strong>Smeets</strong> Offset<br />

<strong>Roto</strong> <strong>Smeets</strong> GrafiServices<br />

MediaPartners <strong>Group</strong><br />

Leads to Loyals<br />

Sales<br />

Foreign offices / SPS<br />

Sales<br />

NL / Dutch Publ. / SPS<br />

RS GrafiServices<br />

Eindhoven / Nadruk<br />

MediaPartners<br />

Interne Communicatie<br />

<strong>Roto</strong> <strong>Smeets</strong> Etten<br />

<strong>Roto</strong> <strong>Smeets</strong> Utrecht<br />

RS GrafiServices<br />

Utrecht<br />

MediaPartners<br />

ActieCommunicatie<br />

<strong>Roto</strong> <strong>Smeets</strong> Deventer /<br />

<strong>Roto</strong>pack<br />

<strong>Roto</strong> <strong>Smeets</strong> Weert<br />

Pan Europees Mag.<br />

MediaPartners<br />

LoyaliteitsCommunicatie<br />

De Wit<br />

Grafische Projecten<br />

Senefelder Misset<br />

MediaPartners<br />

Belgium<br />

Antok<br />

PSH / Hoogte 80<br />

PRINT PRODUCTIONS<br />

MARKETING COMMUNICATIONS<br />

30 <strong>RSDB</strong> Annual Report <strong>2008</strong>


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<strong>Roto</strong> <strong>Smeets</strong> offers the market short throughput times<br />

and reliability of supply combined with cost effectiveness.<br />

Its broad European orientation, together with a<br />

sound knowledge of the market and craftsmanship has<br />

given <strong>Roto</strong> <strong>Smeets</strong> a leading position within its area.<br />

The services offered by the Print Productions companies<br />

are divided over 4 areas of expertise:<br />

Gravure<br />

<strong>Roto</strong> <strong>Smeets</strong> Deventer and <strong>Roto</strong> <strong>Smeets</strong> Etten are<br />

gravure printing companies, and the capacity of both<br />

gravure printing facilities is regarded as one <strong>for</strong> market<br />

purposes. <strong>Roto</strong> <strong>Smeets</strong>, on the basis of its total gravure<br />

capacity, focuses on three market segments: publishers,<br />

retail companies and mail order companies. Within its<br />

available capacity the required products, with a huge<br />

variation in number of pages, number of print copies<br />

and <strong>for</strong>mats, are produced in the most efficient and<br />

effective manner. An important part of the turnover of<br />

RS Deventer and RS Etten is <strong>for</strong> the export to a large<br />

number of Western European landen.<br />

Web offset<br />

<strong>Roto</strong> <strong>Smeets</strong> Weert mainly operates on the market <strong>for</strong><br />

magazines with a medium-sized print run, magazines on<br />

American A4-<strong>for</strong>mat and the market <strong>for</strong> promotional print.<br />

<strong>Roto</strong> <strong>Smeets</strong> Utrecht strongly focuses on promotional<br />

print including finishing and A4-sized magazines. RS<br />

Utrecht also houses independent brands such as ‘De<br />

Mediafabriek’ <strong>for</strong> broad pre-press services and PrintNmail<br />

<strong>for</strong> digital printing and mail projects.<br />

Together with Publishing Support sister companies PSH<br />

Media Sales/ Hoogte 80 and a broad supply of printing<br />

disciplines under one roof (prepress, sheetfed offset,<br />

web offset and finishing), Senefelder Misset can provide<br />

the best possible service to its customers. In Hungary,<br />

web offset printing company Antok mainly provides<br />

services to retail clients.<br />

Owing to the extensive machine park, these printing<br />

companies are able to guarantee large simultaneous<br />

capacity and short throughput times.<br />

Sheetfed offset<br />

<strong>Roto</strong> <strong>Smeets</strong> GrafiServices Eindhoven and <strong>Roto</strong> <strong>Smeets</strong><br />

GrafiServices Utrecht are the specialised sheetfed<br />

printing companies of <strong>RSDB</strong>. These companies offer<br />

large scale capacity in combination with the newest<br />

techniques with which they will be able to provide<br />

shorter through-put times and an even better process<br />

and cost control. They provide the finishing, pre-distribution<br />

and distribution of print but also a broad range<br />

of pre-media services. Marketing is primarily aimed at<br />

magazines <strong>for</strong> publishing companies, associations and<br />

institutions, <strong>annual</strong> <strong>report</strong>s and books, greeting cards<br />

and marketing communication print.<br />

Finishing<br />

Within <strong>RSDB</strong>, De Wit Grafische Projecten focuses on<br />

complete printing finishing activities of paperbound<br />

products. This <strong>for</strong>m of finishing is suitable <strong>for</strong> print<br />

products with a large number of pages, such as<br />

catalogues or travel brochures. The technique is also<br />

used extensively <strong>for</strong> glossy magazines. Finishing activities<br />

aimed at the cutting, folding, full-size gathering and<br />

processing of small to medium-sized print runs are sent<br />

to Nadruk Binders met een Accent <strong>for</strong> finishing. Finally,<br />

<strong>Roto</strong>pack is strong in binding and sealing of various<br />

magazines. In addition, it also specialises in the insertion<br />

of samples with magazines, a good way of increasing<br />

‘shop traffic’, support the introduction of products or<br />

generate response.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 31


Profile<br />

Marketing Communications<br />

After the demerger and partial sale of parts of the<br />

business line Marketing Communications in 2007, the<br />

MediaPartners <strong>Group</strong> and Leads to Loyals in <strong>2008</strong> both<br />

went their own way with the development of their plans.<br />

MediaPartners <strong>Group</strong><br />

The MediaPartners <strong>Group</strong> offers the communications<br />

world a unique combination of loyalty, internal and<br />

action communication. Deze specialisms are represented<br />

by three independently operating labels, which can offer<br />

their customers creation (text, image and design, both in<br />

print and digital) and project management.<br />

Within the three labels LoyaliteitsCommunicatie (Loyalty<br />

Communication), ActieCommunicatie (Action Communication)<br />

and Interne Communicatie (Internal Communication)<br />

the MediaPartners <strong>Group</strong> realises a wide range of<br />

media such as magazines, newsletters (both in print and<br />

digital), websites, books, personnel magazines, video<br />

news, door-to-door mailings, instore communication<br />

and advertising concepts <strong>for</strong> its clients. The labels are<br />

supported by the MediaPartners <strong>Group</strong>’s specialists in<br />

communication strategies and concept development,<br />

and by a shared studio and purchasing department.<br />

MediaPartners LoyaliteitsCommunicatie<br />

Communication plays an important role in generating<br />

loyalty. It is essential that in<strong>for</strong>mation is provided in<br />

the right tone of voice and in a way that the recipient<br />

appreciates. An effective editorial approach enables<br />

MediaPartners LoyaliteitsCommunicatie to support its<br />

clients to reach their customers. The way in which this is<br />

done varies, if only because the relationship between a<br />

company and its clients is always unique.<br />

MediaPartners LoyaliteitsCommunicatie delivers tailormade<br />

solutions, and conceives and creates customised<br />

media aimed at external target groups. The clients’<br />

marketing and communication objectives are the starting<br />

point. The company develops strategies and creative<br />

solutions to achieve the desired result.<br />

MediaPartners Interne Communicatie<br />

The more personal a company’s communications with its<br />

staff, the more they will feel involved. Internal communication<br />

requires a delicate touch. MediaPartners Interne<br />

Communicatie advises in this process and creates media<br />

with appeal.<br />

The MediaPartners <strong>Group</strong> works in the Netherlands <strong>for</strong><br />

companies such as ABN AMRO, Albert Heijn, Bastion,<br />

Deloitte, Draka, Etos, Eurail, FBTO, Holland Casino, ING,<br />

KLM, La Place, Nuon, Philips, Shell, Staatsbosbeheer,<br />

T-Mobile, TNT Post, VacanceSelect and Vitae, and in<br />

Belgium <strong>for</strong> clients including Ethias, Unilever and Ernst &<br />

Young.<br />

Leads to Loyals<br />

Leads to Loyals provides a substantial contribution to the<br />

optimisation of communication processes and increase<br />

of the total customer value <strong>for</strong> its clients through its<br />

expertise in the field of database marketing, computerisation<br />

and cross-channel campaign management.<br />

For its clients, which include Philips, Achmea, KPN,<br />

Staatsbosbeheer, Tamoil, Euretco, Qpark, Ahold,<br />

Mercedes Benz, Gall&Gall, Leads to Loyals consults on<br />

and implements interactive marketing programmes<br />

<strong>for</strong> strengthening and expanding client relationships,<br />

reactivating customer relations and the use of up and<br />

cross-selling opportunities.<br />

The database and campaign management solutions<br />

are geared toward the current situation, objectives<br />

and requirements of the customer, and can be easily<br />

adapted to the future situation. Leads to Loyals thereby<br />

takes care of all inbound and outbound communication,<br />

such as e-mail, direct mail, print, internet, (e)fulfilment,<br />

telemarketing and SMS. For this Leads to Loyals can<br />

provide central data processing and web-based access<br />

to the CRM database and <strong>report</strong>ing tool, among other<br />

services.<br />

MediaPartners ActieCommunicatie<br />

ActieCommunicatie is about getting a response: inspiring,<br />

persuading and selling. MediaPartners ActieCommunicatie<br />

translates ideas into effective campaigns, creates<br />

a perfect match between copywriters and designers, and<br />

knows all the ins and outs of action communication, in<br />

print or digital.<br />

32 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Corporate officers<br />

CURRICULUM VITAE MEMBERS SUPERVISORY BOARD<br />

D.J. Montgomery<br />

Date of birth<br />

November 8, 1948 (m)<br />

Nationality<br />

British<br />

Current main position<br />

Mecom <strong>Group</strong> Plc. (Chairman of the Board)<br />

Former main position<br />

Chairman Tri-Mex <strong>Group</strong><br />

Chairman The African Lakes Corporation<br />

Supervisory directorships<br />

<strong>RSDB</strong> NV (Chairman)<br />

Tournigan Energy Limited (Chairman)<br />

First appointment<br />

2006<br />

Current term<br />

2006 - 2010<br />

A.P. Lugt<br />

Date of birth<br />

July 15, 1939 (m)<br />

Nationality<br />

Dutch<br />

Former main position<br />

<strong>RSDB</strong> NV (Management Board Chairman)<br />

Supervisory directorships<br />

<strong>RSDB</strong> NV (Vice-Chairman)<br />

First appointment<br />

2000<br />

Reappointment<br />

2004, <strong>2008</strong><br />

Current term<br />

<strong>2008</strong> - 2012<br />

H.C.A. Groenen<br />

Date of birth<br />

July 31, 1944 (m)<br />

Nationality<br />

Dutch<br />

Former main position<br />

NMB Heller Holding NV (Managing Director)<br />

Supervisory directorships<br />

<strong>RSDB</strong> NV<br />

Triple P NV<br />

First appointment<br />

2004<br />

Reappointment<br />

<strong>2008</strong><br />

Current term<br />

<strong>2008</strong>-2012<br />

H.C.P. Noten<br />

Date of birth<br />

February 20, 1958 (m)<br />

Nationality<br />

Dutch<br />

Current main position<br />

PvdA Senate of the Dutch Parliament (Chairman)<br />

Former main position<br />

NS Reizigers (Board Member)<br />

Supervisory directorships<br />

MN Services (Chairman)<br />

ActiZ (Chairman)<br />

Smit Internationale<br />

<strong>RSDB</strong> NV<br />

First appointment<br />

2005<br />

Current term<br />

2005 - 2009<br />

34 <strong>RSDB</strong> Annual Report <strong>2008</strong>


CURRICULUM VITAE MEMBERS MANAGEMENT BOARD<br />

J.P. Caris<br />

Date of birth<br />

March 31, 1948 (m)<br />

Nationality<br />

Dutch<br />

Current main position<br />

<strong>RSDB</strong> NV (Chairman of the Management Board)<br />

Former main position<br />

<strong>RSDB</strong> NV (Member of the Management Board)<br />

Supervisory directorships<br />

Rabobank Vallei and Rijn<br />

Current term<br />

Permanent appointment<br />

E.H.O.M. Bouwman<br />

Date of birth<br />

April 22, 1967 (m)<br />

Nationality<br />

Dutch<br />

Current main position<br />

<strong>RSDB</strong> NV (Member of the Management Board)<br />

Former main position<br />

VP Finance New Business Upstream, Shell Upstream,<br />

Rijswijk<br />

First appointment<br />

2007<br />

Current term<br />

2007 - 2011<br />

J.P. Caris<br />

E.H.O.M. Bouwman<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 35


Corporate branches<br />

<strong>Roto</strong> <strong>Smeets</strong> De Boer Holding BV<br />

Trading name <strong>RSDB</strong> Holding<br />

Hunneperkade 17004<br />

7418 BT Deventer<br />

P.O. Box 822<br />

NL-7400 AV Deventer<br />

Telephone : +31 570694900<br />

Fax : +31 570694100<br />

E-mail : info@rsdb.com<br />

Site : www.rsdb.com<br />

As of May 1, 2009<br />

<strong>Roto</strong> <strong>Smeets</strong> <strong>Group</strong> B.V.<br />

Print Productions<br />

ROTO SMEETS SALES<br />

<strong>Roto</strong> <strong>Smeets</strong> Nationaal Utrecht<br />

<strong>Roto</strong> <strong>Smeets</strong> International Deventer<br />

<strong>Roto</strong> <strong>Smeets</strong> Belgium NV/SA Brussels<br />

<strong>Roto</strong> <strong>Smeets</strong> Denmark A/S Copenhagen<br />

<strong>Roto</strong> <strong>Smeets</strong> Deutschland GmbH Bielefeld<br />

<strong>Roto</strong> <strong>Smeets</strong> France SA Paris<br />

<strong>Roto</strong> <strong>Smeets</strong> Ltd. Sawbridgeworth<br />

<strong>Roto</strong> <strong>Smeets</strong> Sweden AB Täby<br />

Marketing Communications<br />

MediaPartners <strong>Group</strong> BV<br />

Stroombaan 4<br />

P.O. Box 2215<br />

NL-1180 EE Amstelveen<br />

Telephone : +31 205473600<br />

Fax : +31 205473559<br />

E-mail : info@mediapartners.nl<br />

Site : www.mediapartners.nl<br />

COMMUNICATION<br />

MediaPartners Interne Communicatie<br />

MediaPartners LoyaliteitsCommunicatie<br />

MediaPartners ActieCommunicatie<br />

MediaPartners Belgium<br />

AUTOMATION<br />

Leads to Loyals BV Capelle a/d IJssel<br />

Minority participation<br />

Business Media BV (40%) Ede<br />

ROTO SMEETS PRODUCTION<br />

<strong>Roto</strong> <strong>Smeets</strong> Deventer BV Deventer<br />

<strong>Roto</strong> <strong>Smeets</strong> Etten BV Etten-Leur<br />

<strong>Roto</strong> <strong>Smeets</strong> Utrecht BV Utrecht<br />

<strong>Roto</strong> <strong>Smeets</strong> Weert BV Weert<br />

Senefelder Misset BV Doetinchem<br />

Antok Nyomdaipari KFT (85%) Celldömölk, Hungary<br />

SHEETFED PLANTS<br />

<strong>Roto</strong> <strong>Smeets</strong> GrafiServices Eindhoven BV Eindhoven<br />

<strong>Roto</strong> <strong>Smeets</strong> GrafiServices Utrecht BV Utrecht<br />

PRINTING SERVICES<br />

De Wit Grafische Projecten BV Eindhoven<br />

Nadruk Binders met een Accent BV Eindhoven<br />

Periodieken Service Holland BV<br />

Brand names PSH Media Sales/ Hoogte 80<br />

strategische media Arnhem<br />

<strong>Roto</strong>pack BV Deventer<br />

<strong>Roto</strong> <strong>Smeets</strong> Grafische Nabewerking BV Eindhoven<br />

36 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Key Figures<br />

x € mln <strong>2008</strong> 2007 2006 2005 2004<br />

Income 447.5 485.0 531.3 534.9 537.3<br />

Added Value 212.9 230.9 246.4 252.0 258.0<br />

EBITDA 37.2 40.9 51.8 58.6 69.9<br />

EBIT 5.8 6.3 15.2 25.0 36.9<br />

Financing costs - 4.3 - 3.7 - 4.5 - 5.3 - 6.0<br />

Result associates 0.0 3.7 0.0 0.4 0.0<br />

Result be<strong>for</strong>e taxation 1.5 6.3 10.7 20.1 30.9<br />

Income tax - 0.2 -0.9 - 3.1 - 5.7 - 10.3<br />

Result discontinued operating activities 0.0 0.0 0.0 0.1 - 3.6<br />

Net Result 1.3 5.4 7.6 14.5 17.0<br />

Balance<br />

Fixed assets 179.7 188.6 193.5 213.2 197.8<br />

Current assets 108.9 115.2 132.0 131.1 184.3<br />

Total assets 288.6 303.8 325.5 344.2 382.1<br />

<strong>Group</strong> equity 130.4 135.2 135.7 134.1 126.7<br />

Long-term liabilities 53.8 55.6 70.5 87.6 84.8<br />

Current liabilities 104.4 113.0 119.3 122.5 170.6<br />

Total liabilities 288.6 303.8 325.5 344.2 382.1<br />

Cashflow<br />

Cashflow from operational activities 13.3 50.4 27.6 29.3 64.2<br />

Net investments 23.0 30.2 17.9 47.0 31.1<br />

Ratio’s<br />

EBITDA/Income 8.3% 8.4% 9.8% 10.9% 13.0%<br />

EBITDA/Added Value 17.5% 17.7% 21.0% 23.2% 27.1%<br />

Return on Capital Employed 0.7% 2.7% 3.6% 6.7% 8.1%<br />

Added Value/kton (Eur) 510 547 570 617 634<br />

Production costs/kton (Eur) *) 420 459 452 473 462<br />

Net debt/EBITDA 1.9 1.4 1.6 1.6 1.2<br />

EBITDA/intrestcosts 8.6 11.0 11.5 11.0 11.7<br />

Solvency **) 45.2% 44.5% 41.7% 39.0% 33.2%<br />

Figures per average share x € 1<br />

Cashflow from operational activities 4.0 15.3 8.4 8.9 19.5<br />

Nett result 0.4 1.7 2.3 4.4 5.2<br />

Equity 39.6 41.1 41.2 40.8 38.5<br />

Shareprice high 38.4 44.5 51.3 56.0 35.3<br />

Shareprice low 14.2 30.5 32.5 34.6 23.8<br />

Others<br />

Number of full time equivalents 2,189 2,257 2,452 2,633 3,177<br />

Number of outstanding shares 3,290,275 3,290,275 3,290,275 3,290,275 3,290,275<br />

Average number of shares 3,290,275 3,290,275 3,290,275 3,290,275 3,290,275<br />

*) Production costs consist of personnel expenses and other operating costs<br />

**) <strong>Group</strong> equity devided by balance total


EBITDA as % of Added Value<br />

in million euro's<br />

<strong>Full</strong>-time Equivalents (FTE’s)<br />

300<br />

3500<br />

250<br />

200<br />

27.1%<br />

23.2%<br />

21.0%<br />

17.7%<br />

17.5%<br />

3300<br />

3100<br />

2900<br />

2700<br />

150<br />

2500<br />

100<br />

2300<br />

2100<br />

50<br />

1900<br />

1700<br />

0<br />

2004 2005 2006 2007 <strong>2008</strong><br />

Added Value<br />

EBITDA<br />

1500<br />

2004 2005 2006 2007 <strong>2008</strong><br />

Number of fte (ultimo) Average fte<br />

80<br />

Cashflow operational activities and investments<br />

in million euro's<br />

105<br />

Added Value and Production costs<br />

Index 2004 = 100<br />

60<br />

40<br />

20<br />

0<br />

-20<br />

-40<br />

100<br />

95<br />

90<br />

85<br />

80<br />

-60<br />

2004 2005 2006 2007 <strong>2008</strong><br />

Cashflow operational activities Investments<br />

Balance<br />

75<br />

2004 2005 2006 2007 <strong>2008</strong><br />

Added Value/kton Production costs/kton<br />

60<br />

50<br />

<strong>Group</strong> equity and share prices<br />

in euro’s<br />

250<br />

200<br />

<strong>Group</strong> equity, Net debt and solvency (%)<br />

in million euro's<br />

33.2%<br />

39.0%<br />

41.7%<br />

44.5%<br />

45.2%<br />

40<br />

150<br />

83.3<br />

93.5<br />

81.7<br />

56.5<br />

71.7<br />

30<br />

100<br />

20<br />

10<br />

50<br />

0<br />

2004 2005 2006 2007 <strong>2008</strong><br />

<strong>Group</strong> equity<br />

Share price high/low<br />

0<br />

2004<br />

<strong>Group</strong> equity<br />

2005<br />

2006 2007 <strong>2008</strong><br />

Net debt


Annual Accounts - Consolidated profit and loss account<br />

(x € 1,000) Notes <strong>2008</strong> 2007<br />

Total revenue 3 447,547 484,978<br />

Cost of raw materials and consumables 5 - 202,867 - 207,179<br />

Cost of work contracted out and other external costs 6 - 31,747 - 46,887<br />

Value-added 212,933 230,912<br />

Other revenue 4 - 3,126<br />

Personnel expenses 7 - 124,086 - 133,072<br />

Depreciation tangible fixed assets 8 - 31,661 - 33,288<br />

Exceptional impairments 9 254 - 1,360<br />

Other operating costs 10 - 51,609 - 60,020<br />

Operating result 5,831 6,298<br />

Financing income 11 518 443<br />

Financing costs 12 - 4,861 - 4,152<br />

Result on sale subsidiaries 13 - 3,731<br />

Result be<strong>for</strong>e taxation 1,488 6,320<br />

Income tax 14 - 202 - 881<br />

Result after taxation 1,286 5,439<br />

Attributed to:<br />

Shareholders <strong>RSDB</strong> NV 1,354 5,447<br />

Minority shares - 68 - 8<br />

1,286 5,439<br />

Attributed to shareholders <strong>RSDB</strong> NV:<br />

Earnings per share 32 0.41 1.65<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 39


Annual Accounts - Consolidated balance sheet as at December 31, <strong>2008</strong><br />

(x € 1,000) Notes <strong>2008</strong> 2007<br />

ASSETS<br />

Fixed assets<br />

Tangible fixed assets 16 178,558 187,218<br />

Associated companies / joint ventures 17 - -<br />

Other financial fixed assets 18 1,157 1,350<br />

179,715 188,568<br />

Current assets<br />

Stocks 19 12,285 8,554<br />

Trade receivables 20 70,953 78,977<br />

Other receivables / prepayments 21 17,507 18,981<br />

Financial derivatives 22 87 271<br />

Cash and cash equivalents 23 1,558 1,909<br />

102,390 108,692<br />

Assets classified as held <strong>for</strong> sale 2 6,525 6,525<br />

108,915 115,217<br />

Total assets 288,630 303,785<br />

40 <strong>RSDB</strong> Annual Report <strong>2008</strong>


(x € 1,000) Notes <strong>2008</strong> 2007<br />

EQUITY AND LIABILITIES<br />

Equity attributable to equity holders of <strong>RSDB</strong> NV<br />

Issued share capital 24 16,451 16,451<br />

Share premium 25 12,833 12,833<br />

Retained earnings 26 101,314 105,745<br />

Other reserves 26 - 426 - 89<br />

130,172 134,940<br />

Minority interests 27 247 288<br />

Total equity 130,419 135,228<br />

Long-term liabilities<br />

Deferred tax liability 15 1,726 2,228<br />

Provisions 28 14,305 19,251<br />

Interest-bearing loans and borrowings:<br />

Loans 29 10,500 6,450<br />

Lease obligations 29 27,239 27,625<br />

53,770 55,554<br />

Current liabilities<br />

Trade and other liabilities 30 56,811 75,197<br />

Finance companies 31 25,988 11,804<br />

Interest-bearing loans and borrowings 29 9,494 12,604<br />

Income tax payable 15 4,977 2,209<br />

Provisions 28 7,171 11,189<br />

104,441 113,003<br />

Total liabilities 158,211 168,557<br />

Total equity and liabilities 288,630 303,785<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 41


Annual Accounts - Consolidated statement of changes in equity <strong>for</strong><br />

the year ended December 31, <strong>2008</strong><br />

attributable to equity holders of the parent<br />

minority<br />

interests<br />

total<br />

equity<br />

(x € 1,000) issued<br />

capital<br />

share<br />

premium<br />

retained<br />

earnings<br />

other<br />

reserves<br />

total<br />

Balance as at January 1, <strong>2008</strong> 16,451 12,833 105,745 - 89 134,940 288 135,228<br />

Value changes <strong>for</strong>ward currency<br />

contracts - - - 242 242 - 242<br />

Result from participations*) - - - - 579 - 579 27 - 552<br />

Total income and expense <strong>for</strong> the year<br />

recognised directly in equity - - - - 337 - 337 27 - 310<br />

Result <strong>for</strong> the year - - 1,354 - 1,354 - 68 1,286<br />

Total income and expenses - - 1,354 - 337 1,017 - 41 976<br />

Dividend payments - - - 5,785 - - 5,785 - - 5,785<br />

- - - 4,431 - 337 - 4,768 - 41 - 4,809<br />

Balance as at December 31, <strong>2008</strong> 16,451 12,833 101,314 - 426 130,172 247 130,419<br />

*) A breakdown of the translation effects associated companies is listed in the notes to the consolidated balance sheet on page 74.<br />

42 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Annual Accounts - Consolidated statement of changes in equity <strong>for</strong><br />

the year ended December 31, 2007<br />

attributable to equity holders of the parent<br />

minority<br />

interests<br />

total<br />

equity<br />

(x € 1,000) issued<br />

capital<br />

share<br />

premium<br />

retained<br />

earnings<br />

other<br />

reserves<br />

total<br />

Balance as at January 1, 2007 16,451 12,833 106,083 52 135,419 298 135,717<br />

Value changes <strong>for</strong>ward currency<br />

contracts - - - 312 312 - 312<br />

Result from participations*) - - - - 382 - 382 - 2 - 384<br />

Other changes**) - - - - 71 - 71 - - 71<br />

Total income and expenses <strong>for</strong> the year<br />

recognised directly in equity - - - 141 - 141 - 2 - 143<br />

Result <strong>for</strong> the year - - 5,447 - 5,447 - 8 5,439<br />

Total income and expenses - - 5,447 - 141 5,306 - 10 5,296<br />

Dividend payments - - - 5,785 - - 5,785 - - 5,785<br />

- - - 338 - 141 - 479 - 10 - 489<br />

Balance as at December 31, 2007 16,451 12,833 105,745 - 89 134,940 288 135,228<br />

*) A breakdown of the translation effects associated companies is listed in the notes to the consolidated balance sheet on page 74.<br />

**) The otther change relates to shares of the company bought at the average price (at year-end 2007: 3,143 shares at € 22.73)<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 43


Annual Accounts - Consolidated cash flow statement<br />

(x € 1,000) Notes <strong>2008</strong> 2007<br />

Cash flow from operating activities<br />

Net result 1,286 5,439<br />

Depreciation and impairments 8/9 31,407 34,648<br />

Profit on sale of assets held <strong>for</strong> sale - - 3,126<br />

Profit on sale of subsidiaries - - 3,731<br />

Other non-cash items 2,618 2,570<br />

Changes in:<br />

Stocks - 3,731 553<br />

Trade receivables 7,778 8,073<br />

Other receivables / prepayments 1,658 1,907<br />

Trade and other payables - 19,636 9,873<br />

Deferred taxation - 502 1,842<br />

Provisions - 7,572 - 7,659<br />

Cash flow from operating activities 13,306 50,389<br />

Cash flow from investing activities<br />

Investments in tangible fixed assets - 24,959 - 30,828<br />

Divestments in tangible fixed assets 1,935 604<br />

Result on sale of assets held <strong>for</strong> sale - 5,427<br />

Sale of subsidiaries*) - 5,763<br />

Loans granted - - 1,100<br />

Repayments on loans 943 1,052<br />

- 22,081 - 19,082<br />

Cash flow from financing activities<br />

Withdrawn risk-bearing loans 13,990 1,532<br />

Repayments risk bearing loans - 13,436 - 10,869<br />

Finance companies 14,184 - 15,620<br />

Dividend - 5,785 - 5,785<br />

8,953 - 30,742<br />

Effect of changes in exchange rate - 529 - 450<br />

Net change in cash and cash equivalents - 351 115<br />

Cash and cash equivalents at beginning of year 23 1,909 1,794<br />

Cash and cash equivalents at end of year 23 1,558 1,909<br />

*) Sale of 2organize, InBetween Marketing Services and Logic Use in 2007.<br />

44 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Annual Accounts - Consolidated cash flow statement<br />

The cash flow from operating activities includes cash flows in:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Taxes paid - 2,246 - 2,505<br />

Interest received 328 344<br />

Interest paid - 3,682 - 3,444<br />

- 5,600 - 5,605<br />

The following summary shows the notes to the cash flow statement from the sale of 2organize, InBetween Marketing<br />

Services and Logic Use:<br />

(x € 1,000) 2007<br />

Received from sale of shares 2organize, InBetween Marketing Services and Logic Use*) 5,000<br />

Settlement current account 1,072<br />

Cash and cash equivalents sold - 309<br />

Cash flow from sale of shares 2organize, InBetween Marketing Services and Logic Use 5,763<br />

*) Including result on sale associated company of € 3.7 million and accounted <strong>for</strong> in the cash flow statement under operating activities.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 45


Annual Accounts - Accounting principles<br />

Introduction<br />

<strong>RSDB</strong> NV is a Dutch company with its registered office<br />

in Deventer (statutory office in Hilversum) the ordinary<br />

shares of which are listed on Euronext Amsterdam.<br />

The activities of <strong>RSDB</strong> are described in the Company<br />

Description on page 27.<br />

The consolidated <strong>annual</strong> accounts as at December 31,<br />

<strong>2008</strong> of <strong>RSDB</strong> were drawn up by the Management Board<br />

on March 18, 2009. The consolidated <strong>annual</strong> accounts<br />

of <strong>RSDB</strong> will be adopted by the General Meeting of<br />

Shareholders to be held at April 15, 2009..<br />

In accordance with article 2:402 of the Netherlands Civil<br />

Code the company profit and loss account only states the<br />

result from associated companies after taxes as well as<br />

other results after participations.<br />

General<br />

STATEMENT OF COMPLIANCE<br />

The consolidated <strong>annual</strong> accounts of <strong>RSDB</strong> were drawn<br />

up in accordance with the standards drawn up by the<br />

International Accounting Standards Board and approved<br />

by the European Commission, hereafter to be called<br />

International Financial Reporting Standards (IFRS).<br />

The consolidated <strong>annual</strong> accounts were drawn up<br />

on the basis of historic costs, with the exception of<br />

financial instruments and financial assets available <strong>for</strong><br />

divestment valued at market value. The consolidated<br />

<strong>annual</strong> accounts are stated in Euros and all amounts have<br />

been rounded off to thousands (€ 000), unless stated<br />

otherwise.<br />

CONSOLIDATION PRINCIPLES<br />

The consolidated <strong>annual</strong> accounts comprise the <strong>annual</strong><br />

accounts of <strong>RSDB</strong> and its subsidiaries.<br />

Subsidiaries are those companies in which <strong>RSDB</strong> has a<br />

controlling interest, meaning that it has the power to<br />

control the financial and operating policies of these companies<br />

in order to gain advantage from their activities.<br />

The <strong>annual</strong> accounts of the subsidiaries have been drawn<br />

up as at the same <strong>report</strong>ing date as those of the parent<br />

company, applying uni<strong>for</strong>m valuation principles.<br />

All balances and transactions, income and expenses<br />

within the group and profits and losses from transactions<br />

within the group included in the assets, are fully<br />

eliminated.<br />

Subsidiaries are consolidated as from the acquisition<br />

date, being the date on which actual control was gained<br />

over the acquired party. This consolidation is continued<br />

until the moment that the actual control ceases to exist.<br />

The minority interest of third parties in group equity and<br />

group profit is stated under minority interest.<br />

ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE<br />

AND DISCONTINUED ACTIVITIES<br />

Assets, liabilities and/or operating companies are<br />

designated as being held <strong>for</strong> sale if their book value<br />

will subsequently mainly be realised by way of a sales<br />

transaction which is planned to take place within twelve<br />

months and not by its continued use. Assets held <strong>for</strong> sale<br />

are valued at their book value or lower market value less<br />

sales costs.<br />

The discontinued activities and the group assets maintained<br />

<strong>for</strong> divestment have been separately stated in the<br />

balance sheet.The results of the fixed assets maintained<br />

<strong>for</strong> divestment and terminated activities have been<br />

stated separately in the profit and loss account.<br />

IMPORTANT CHANGES<br />

IFRS standards en IFRIC interpretations<br />

The IASB and IFRIC have issued new standards, amendments<br />

to existing standards and interpretations, some<br />

of which are not yet effective or have not yet been<br />

endorsed by the European Union. <strong>RSDB</strong> has introduced<br />

standards and interpretations that became effective in<br />

<strong>2008</strong>. The adoption of these standards and interpretations<br />

did not have any effect on the group’s financial<br />

per<strong>for</strong>mance or position.<br />

The following standards and interpretations have not yet<br />

been adopted by <strong>RSDB</strong>:<br />

IFRS 8 Operating segments<br />

IFRS 8, issued in November 2006 and effective as from<br />

January 1, introduces the requirement to <strong>report</strong> financial<br />

and descriptive in<strong>for</strong>mation about operating segments<br />

on the same basis as is used internally <strong>for</strong> evaluating<br />

operating segment per<strong>for</strong>mance and <strong>for</strong> decision making<br />

regarding the allocation of means. <strong>RSDB</strong> already uses the<br />

same per<strong>for</strong>mance measures and <strong>report</strong>ing structures<br />

<strong>for</strong> external financial <strong>report</strong>ing as were used <strong>for</strong> regular<br />

review of segment per<strong>for</strong>mance. This new standard does<br />

there<strong>for</strong>e not have a significant effect on the consolidated<br />

<strong>annual</strong> accounts.<br />

IFRS 3 / IAS 27R Valuation of business combinations<br />

The revised IFRS 3 will become effective as of 2010. It<br />

introduces a number of changes which have limited<br />

effect on <strong>RSDB</strong>.<br />

46 <strong>RSDB</strong> Annual Report <strong>2008</strong>


– The requirement that contingent consideration must<br />

be measured at fair value with subsequent changes in<br />

this value being recognized in the income statement.<br />

– The requirement to expense transaction costs <strong>for</strong><br />

business combinations when incurred.<br />

– Additional guidance <strong>for</strong> step-acquisitions and <strong>for</strong> the<br />

measurement of non-controlling interests.<br />

IAS 23 Financing costs<br />

The amendment to IAS 23, which removes the option of<br />

immediately recognizing as an expense borrowing costs<br />

that are directly attributable to the acquisition, construction<br />

or production of qualifying assets, will become<br />

effective as of July 1, 2009.<br />

This amendment is not expected to have any consequences<br />

<strong>for</strong> <strong>RSDB</strong>.<br />

IAS 1 Presentation of financial statements<br />

The amendment to IAS 1, which introduces the requirement<br />

to <strong>report</strong> total comprehensive income in either<br />

a single statement of total comprehensive income<br />

or in a separate statement of comprehensive income<br />

will become effective as of 2009. It is already standard<br />

practice at <strong>RSDB</strong> to provide a separate statement of<br />

comprehensive income (currently called ‘consolidated<br />

statement of recognized income and expense’) and the<br />

company will align this with the new requirements.<br />

IAS 27 The consolidated and the separate <strong>annual</strong><br />

accounts<br />

The amendment to IAS 27, providing further clarification<br />

on accounting <strong>for</strong> non-controlling interests in subsidiaries<br />

in the consolidated <strong>annual</strong> accounts will become<br />

effective as of 2010. The changes are not expected to<br />

have a significant impact on the consolidated <strong>annual</strong><br />

accounts.<br />

IFRS 2 Share-based payment<br />

The amendment to IFRS 2, clarifies the definition of vesting<br />

conditions, introduces the concept of non-vesting<br />

conditions that are to be reflected in grant-date fair value<br />

and provides the accounting treatment <strong>for</strong> non-vesting<br />

conditions and cancellations.<br />

The amendment will become applicable <strong>for</strong> the 2009<br />

<strong>annual</strong> accounts. The changes are not expected to have<br />

any significant consequence <strong>for</strong> the consolidated <strong>annual</strong><br />

accounts.<br />

The amendments to IAS 32 and IAS 1 with respect to<br />

puttable financial instruments and obligations arising<br />

on liquidation, the amendments to IFRS 1 and IAS 27<br />

in relation to the cost of an investment in a subsidiary,<br />

jointly controlled entity or associate and the amendments<br />

to IAS 39 with respect to eligible hedged items<br />

are not expected to have any effect on the consolidated<br />

<strong>annual</strong> accounts. The October <strong>2008</strong> amendment to IAS<br />

39 and IFRS 7 that permits the reclassification of certain<br />

no derivative financial assets will not be applied by <strong>RSDB</strong>.<br />

IFRIC 12 Service concession arrangements, IFRIC 13<br />

Customer loyalty programmes, IFRIC 15 Agreements <strong>for</strong><br />

the construction of real estate and IFRIC 16 Hedges of a<br />

Net Investment in a Foreign Operation.<br />

IFRIC 12, IFRIC 13, IFRIC 15 and IFRIC 16 are not expected<br />

to have a signifant impact on the consolidated <strong>annual</strong><br />

accounts.<br />

IFRIC 14, ‘IAS 19 Restriction of assets pursuant to<br />

committed pension arrangements, minimal financing<br />

obligations and their interaction’<br />

IFRIC 14, IAS 19, gives a more detailed explanation of the<br />

fact that assets related to committed pension arrangements<br />

may only be included in the balance sheet when<br />

there is an economic advantage, available in the <strong>for</strong>m of<br />

repayments from a committed pension arrangement or<br />

a reduction of future contributions to the arrangement,<br />

especially when there is a minimum financing obligation.<br />

The interpretation applies to certain committed pension<br />

arrangements of the group but is not expected to have<br />

significant consequences <strong>for</strong> the consolidated <strong>annual</strong><br />

accounts.<br />

IMPORTANT ASSESSMENTS AND VALUATION<br />

UNCERTAINTIES<br />

In drawing up the <strong>annual</strong> accounts, valuations and<br />

assumptions are made with regard to the inclusion and<br />

valuation of assets and liabilities, off-balance sheets<br />

rights and commitments as well as income and expenditure.<br />

The main assumptions regarding the future and other<br />

important sources of valuation uncertainties as at the<br />

balance sheet date which carry a considerable risk of<br />

a substantial adjustment of the book value of assets<br />

and obligations in the next financial year, concern the<br />

exceptional impairments of assets and the provisions.<br />

EXCHANGE RATE FOREIGN CURRENCIES<br />

The consolidated <strong>annual</strong> accounts are stated in euros,<br />

which is also the functional and <strong>report</strong>ing currency of<br />

<strong>RSDB</strong>. Each group entity determines its own functional<br />

currency, and the items included in the <strong>annual</strong> accounts<br />

of each entity are valued on the basis of this functional<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 47


Annual Accounts - Accounting principles<br />

currency. Transactions in <strong>for</strong>eign currencies are at first<br />

inclusion stated at the exchange rate of the functional<br />

currency as at the date of the transaction. Monetary<br />

assets and commitments stated in <strong>for</strong>eign currencies are<br />

translated at the exchange rate of the functional currency<br />

as at the balance sheet date. Possible differences will be<br />

charged to the profit and loss account, with the exception<br />

of differences resulting from borrowed funds in<br />

<strong>for</strong>eign currencies which serve to hedge an investment<br />

in a <strong>for</strong>eign entity. These are incorporated directly in the<br />

shareholders’ equity up to the moment of divestment<br />

of the said entity, after which they are accounted in the<br />

consolidated profit and loss account.<br />

Non-monetary assets and liabilities valued at historic<br />

costs in a <strong>for</strong>eign currency are translated at the exchange<br />

rates as at the date of the original transactions.<br />

The functional currency of the <strong>for</strong>eign activities (Antok<br />

Nyomdaipari Kft.) is the Hungarian Forint, that of <strong>Roto</strong><br />

<strong>Smeets</strong> Denmark A/S is the Danish Kroner, that of <strong>Roto</strong><br />

<strong>Smeets</strong> Ltd. is Sterling and that of <strong>Roto</strong> <strong>Smeets</strong> Sweden<br />

AB is the Swedish Krona. As at the <strong>report</strong>ing date, the<br />

assets and liabilities of these group companies are<br />

translated in the <strong>report</strong>ing currency of <strong>RSDB</strong> (the Euro) at<br />

the exchange rate as at the balance sheet date. The profit<br />

and loss accounts are translated at the weighted average<br />

exchange rate <strong>for</strong> the year. The exchange rate differences<br />

resulting from the translation are directly brought under<br />

a separate component of the shareholders’ equity, after<br />

adjustment <strong>for</strong> deferred taxes. At divestment of a <strong>for</strong>eign<br />

entity, the deferred accumulated amount included in the<br />

shareholders’ equity <strong>for</strong> that <strong>for</strong>eign activity, is accounted<br />

in the profit and loss account.<br />

Valuation principles <strong>for</strong> the balance sheet<br />

TANGIBLE FIXED ASSETS<br />

The tangible fixed assets are valued at cost, less accumulated<br />

depreciation and exceptional impairment. The<br />

cost of the assets, in addition to the acquisition price, if<br />

applicable, also comprise the initial estimate of the costs<br />

of dismantling and removal of the asset and of the cleaning<br />

up of the property where the asset was based.<br />

Depreciation is linear, based on a percentage of the<br />

acquisition price and the expected useful life, taking into<br />

account possible residual value.<br />

Depreciation starts when the assets are taken into use.<br />

Replacement costs are only capitalised if these lead to a<br />

longer useful life of the asset.<br />

Tangible fixed assets are tested <strong>for</strong> exceptional impairment<br />

if events or changes in conditions point out that<br />

that the book value might not be realisable. Tangible<br />

fixed assets on order are only included in the balance<br />

sheet as far as advance payments have been made. A<br />

tangible fixed asset will no longer be included in the<br />

balance sheet after it has been divested or if no future<br />

economic advantage is expected from the use or divestment<br />

of the asset. Possible proceeds or losses resulting<br />

from the elimination of the asset from the balance sheet<br />

(which will be stated as the balance of the net proceeds<br />

at divestment and the book value of the asset) will be<br />

included in the profit and loss account of the year in<br />

which the asset was eliminated from the balance sheet.<br />

The residual value and the useful life of the asset are<br />

assessed and, if necessary, adjusted at the end of each<br />

financial year.<br />

LEASES<br />

The determination of whether an arrangement is,<br />

or contains a lease is based on the substance of the<br />

arrangement at inception date of whether the fulfilment<br />

of the arrangement is dependent on the use of a specific<br />

asset or assets or the arrangement conveys a right to use<br />

the asset. A reassessment is made after inception of the<br />

lease only if one of the following applies:<br />

a) There is a change in contractual terms, other than a<br />

renewal or extension of the arrangement;<br />

b) A renewal option is exercised or extension granted,<br />

unless the term of the renewal or extension was<br />

initially included in the lease term;<br />

c) There is a change in the determination of whether<br />

fulfilment is dependant on a specified asset; or<br />

d) There is a substantial change to the asset.<br />

Where a reassessment is made, lease accounting shall<br />

commence or cease from the date when the change in<br />

circumstances gave rise to the reassessment <strong>for</strong> scenarios<br />

a), c) or d) and at the date of renewal or extension<br />

period <strong>for</strong> scenario b.<br />

For arrangements entered into prior to January 1, 2005,<br />

the date of inception is deemed to be January 1, 2005 in<br />

accordance with the transitional requirements of IFRIC 4.<br />

<strong>RSDB</strong> as a lessee<br />

Finance leases, which transfer to <strong>RSDB</strong> substantially all<br />

the risks and benefits incidental to ownership of the<br />

leased item, are capitalised at the inception of the lease<br />

at the fair value of the leased property or, if lower, at the<br />

present value of the minimum lease payments. Lease<br />

payments are apportioned between the finance charges<br />

and reduction of the lease liability so as to achieve a<br />

constant rate of interest on the remaining balance of the<br />

48 <strong>RSDB</strong> Annual Report <strong>2008</strong>


liability. Finance charges are charged reflected in the<br />

income statement.<br />

Capitalised leased assets are depreciated over the<br />

estimated useful life of the asset and the shorter lease<br />

term, if there is no reasonable certainty that <strong>RSDB</strong> will<br />

obtain ownership by the end of the lease term.<br />

Operating lease payments are recognised as an expense<br />

in the income statement on a straight line basis over the<br />

lease term.<br />

ASSOCIATED PARTICIPATIONS AND JOINT VENTURES<br />

Joint ventures are those companies which activities<br />

<strong>RSDB</strong> jointly controls with third parties on the basis of a<br />

contractual agreement.<br />

<strong>RSDB</strong> values the joint venture on the basis of the<br />

‘equity’ method. The equity method is a method of<br />

processing whereby the investment is initially included<br />

at cost and subsequently is adjusted, taking account<br />

of the change in the share of the net assets after the<br />

takeover.<br />

Associated participations are those companies over<br />

which financial and operating policies <strong>RSDB</strong> exercises<br />

a material influence, without actually controlling these<br />

companies. The participations are valued in accordance<br />

with the ‘equity’ method. In the consolidated <strong>annual</strong><br />

accounts, the share of <strong>RSDB</strong> in the total of accounted<br />

profits and losses on joint ventures and associated<br />

participations is stated on the basis of the ‘equity’<br />

method, from the moment that the material influence is<br />

actually exercised to the moment that it actually ceases<br />

to exist.<br />

FINANCIAL ASSETS<br />

In accordance with IAS 39, financial assets are considered<br />

as a financial asset at fair value through profit<br />

or loss, as loans and receivables, as held to maturity<br />

investments or as available <strong>for</strong> sale financial assets.<br />

At the initial inclusion of financial assets these are<br />

included at fair value, augmented by (in case of a<br />

financial asset not included at fair value, with recognition<br />

of valuation changes in the profit and loss account)<br />

the directly attributable transaction costs.<br />

<strong>RSDB</strong> determines the classification of its financial assets<br />

after the first recognition and, if allowed and applicable,<br />

the classification is reassessed at the end of each<br />

financial year.<br />

All regular acquisitions of financial assets are included<br />

as at the transaction date, meaning the date on which<br />

<strong>RSDB</strong> takes on the obligation to acquire the asset.<br />

Regular acquisitions and divestments are acquisitions<br />

and divestments of financial assets <strong>for</strong> which assets must<br />

be delivered within a period generally determined by<br />

regulations or custom in the market.<br />

An active financial asset is no longer incorporated into<br />

the balance if a transaction leads to all or nearly all rights<br />

to economic advantage and all or nearly all risks related<br />

to the position are transferred to a third party.<br />

Financial assets at fair value through profit or loss<br />

All derivatives are regarded as being kept <strong>for</strong> trade purposes<br />

unless they are regarded as hedging instrument<br />

and are effective. Derivatives are financial instruments<br />

requiring no or only a limited net initial investment,<br />

settlement of which takes place in the future depending<br />

on movements in a certain share price or price (such as<br />

interest rate or the price of a financial instrument). The<br />

valuation changes are directly recognised in the profit<br />

and loss account.<br />

Held to maturity investments<br />

Held to maturity investments are assets with fixed<br />

payments and a fixed term whereby <strong>RSDB</strong> is determined<br />

and has the possibility to retain these investments until<br />

the end of their term. Held to maturity investments are<br />

valued at depreciated cost on the basis of the effective<br />

interest rate less possible depreciation.<br />

Loans and receivables<br />

Loans and receivables are financial assets with fixed or<br />

determinable payments not listed on an active market.<br />

Trade and other receivables are included at depreciated<br />

value on the basis of the effective interest rate method.<br />

Profits and losses are incorporated in the result as soon<br />

as the loans and receivables are no longer included in the<br />

balance sheet or suffer an exceptional impairment.<br />

A provision will be made <strong>for</strong> an exceptional impairment<br />

of trade and other receivables if such receivables<br />

become uncollectible. A receivable becomes uncollectible<br />

when there is objective evidence (such as the<br />

probability of insolvency or significant financial difficulties<br />

of the debtor) that <strong>RSDB</strong> will not be able to collect<br />

all of the amounts due under the original terms of the<br />

invoice. Significant financial difficulties of the debtor, the<br />

probability of insolvency of the debtor or an expected<br />

financial reconstruction, as well a default or delinquency<br />

are regarded as indicators <strong>for</strong> a permanent impairment<br />

of the receivable. The amount of the provision is<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 49


Annual Accounts - Accounting principles<br />

measured as the balance of the asset’s carrying amount<br />

and the present value of future cash flows, discounted<br />

at the financial asset’s original effective interest rate.<br />

The exceptional impairment will be recognised in the<br />

profit and loss account, together with future reversals of<br />

earlier exceptional impairments.<br />

Financial assets available <strong>for</strong> sale financial assets<br />

Financial assets available <strong>for</strong> sale financial assets<br />

are financial assets not classified in one of the above<br />

Financial assets available <strong>for</strong> sale financials assets<br />

mentioned categories. After the initial recognition the<br />

financial assets available <strong>for</strong> investment are valued at<br />

realisable value. The profit or loss is recognised as a<br />

separate component of the shareholders’ equity until the<br />

asset is no longer included in the balance sheet or until it<br />

is determined that the asset has suffered an exceptional<br />

impairment. At such a moment the accumulated profit<br />

or the loss that was previously accounted <strong>for</strong> in the<br />

shareholders’ equity, is included in the profit and loss<br />

account.<br />

Determination of the fair value<br />

The fair value of the financial assets which are actively<br />

traded on organised financial markets is determined on<br />

the basis of the share price. The fair value of financial<br />

assets <strong>for</strong> which there is no active market, is determined<br />

using valuation techniques. The basis <strong>for</strong> such methods<br />

may include the most recent business market transactions<br />

or the present market value or another instrument,<br />

which is practically similar, or a cash value determination<br />

and option models.<br />

Offsetting of financial instruments<br />

Financial assets and liabilities are offset and the net<br />

amount is stated in the balance sheet at the moment<br />

there is a legally en<strong>for</strong>ceable right to offset and the intention<br />

exists to settle on a net basis or to realise the asset<br />

at the same time that the obligation is settled.<br />

Hedge-accounting<br />

<strong>RSDB</strong> uses derivative financial instruments such as currency<br />

futures contracts and interest rate swaps to hedge<br />

risks regarding currency and interest rate movements.<br />

Such derivative financial instruments are recognised<br />

when first included at the realisable value as at the date<br />

on which the contract was entered into, and the realisable<br />

value is subsequently determined again. Possible profits<br />

or losses resulting from changes in the realisable value of<br />

the derivative instruments which do not <strong>for</strong>m part of a<br />

hedging relation are directly recognised in the result.<br />

For the hedging of the risk of possible volatility of cash<br />

flows in connection with expected transactions, <strong>RSDB</strong><br />

uses hedge accounting.<br />

At the closing of a hedging transaction, the hedging<br />

relation is <strong>for</strong>mally designated and documented by <strong>RSDB</strong>,<br />

as is the objective and the policy of <strong>RSDB</strong> regarding<br />

management of financial risks in entering into a hedging<br />

relation.<br />

Cash flow hedging which meets the strict conditions of<br />

hedge accounting, are recognised as follows.<br />

The part of the profit or the loss on the hedging instrument<br />

of which it is determined that it is an effective <strong>for</strong>m<br />

of hedging, is directly incorporated in the shareholders’<br />

equity, taking account of this tax effect, while the<br />

non-effective part is recognised in the profit and loss<br />

account. The amounts included in the shareholders’<br />

equity are transferred to the profit and loss account in<br />

the same period in which the hedged income or expenses<br />

were included or the expected divestment or acquisition<br />

is per<strong>for</strong>med. This is accounted <strong>for</strong> as revenue. If the<br />

expected transaction is no longer expected to take place,<br />

the amounts initially included in the shareholders’ equity<br />

will be transferred to the result.<br />

If the hedging instrument expires, is sold, terminated,<br />

exercised (without replacement or rollover) or if the<br />

designation as hedging is taken away, the amounts that<br />

were initially included in the capital will remain in the<br />

shareholders’ equity until the expected transaction takes<br />

place. If the transaction concerned is not expected to<br />

take place, the amount will be charged to the profit and<br />

loss account.<br />

IMPAIRMENT OF FINANCIAL ASSETS<br />

<strong>RSDB</strong> assesses at each balance sheet date whether a<br />

financial asset or group of financial assets is impaired.<br />

Assets carried at amortised cost<br />

If there is objective evidence that an impairment loss<br />

on loans and receivables carried at amortised cost has<br />

been incurred, the amount of the loss is measured as<br />

the difference between the asset’s carrying amount<br />

and the present value of estimated future cash flows<br />

(excluding future expected credit losses that have not<br />

been incurred) discounted at the financial asset’s original<br />

effective interest rate (i.e. the effective interest rate<br />

computed at initial recognition). The amount of the loss<br />

shall be recognised in profit or loss.<br />

If, in a subsequent period, the amount of the impairment<br />

loss decreases and the decrease can be related objec-<br />

50 <strong>RSDB</strong> Annual Report <strong>2008</strong>


tively to an event occurring after the impairment was<br />

recognised, the previously recognised impairment loss<br />

is reversed. Any subsequent reversal of an impairment<br />

loss is recognised in profit or loss, to the extent that the<br />

carrying value of the asset does not exceed its amortised<br />

cost at the reversal date.<br />

Financial assets available <strong>for</strong> sale<br />

If a disposable asset has suffered an exceptional devaluation,<br />

an amount equivalent to the gap between the<br />

acquisition value (less any redemptions on the principal<br />

amount and depreciation) and the realisable value, after<br />

deduction of any additional impairments already taken<br />

in prior years through the company’s accounts, will be<br />

charged against shareholders’ equity through the profit<br />

and loss account.<br />

A reversal of an impairment on equity instruments<br />

available <strong>for</strong> divestment is not included in the profit and<br />

loss account.<br />

A reversal of impairments on loan certificates occurs<br />

through the profit and loss account, if the increase in the<br />

realisable value of these instruments has objectively been<br />

caused by an event that occurred after this impairment<br />

charge was taken through the profit and loss account.<br />

IMPAIRMENT OF NON‐FINANCIAL ASSETS<br />

As at the <strong>report</strong>ing date, <strong>RSDB</strong> assesses whether there<br />

are indications that an asset has suffered an exceptional<br />

impairment. If there is such a indication or if the <strong>annual</strong><br />

assessment on exceptional impairment of an asset is<br />

required, <strong>RSDB</strong> estimates the realisable value of the<br />

asset. The realisable value of an asset is the highest of<br />

the realisable value of an asset after deduction of sales<br />

costs or the cash flow generating unit after deduction of<br />

sales costs or the value in use, unless the asset does not<br />

generate incoming cash flows which are largely independent<br />

of the flows of other assets or groups of assets.<br />

If the book value of an asset exceeds the realisable value,<br />

the asset is deemed to have suffered an exceptional<br />

impairment and will be marked down to the realisable<br />

value.<br />

On each <strong>report</strong>ing date an assessment is made whether<br />

there are indications that a previously recognised<br />

exceptional impairment does not longer exist or is<br />

diminished. If there is such a indication, the realisable<br />

value is estimated. A previously recognised loss due to<br />

exceptional impairment will only be reversed when a<br />

change has occurred in the estimation used to determine<br />

the realisable value of the asset since the inclusion of the<br />

last loss due to exceptional impairment.<br />

If this is the case, the book value of the asset is raised to<br />

the realisable value. This raised amount can not exceed<br />

the book value that would have been determined (after<br />

deduction of depreciation) if no exceptional impairment<br />

had been included <strong>for</strong> the asset in previous years. Such<br />

a reversal is recognised in the profit or the loss account.<br />

After such a reversal the depreciation is adjusted to<br />

systematically attribute the revised book value of the<br />

asset (after deduction of possible residual value) <strong>for</strong> the<br />

remaining useful life to future periods.<br />

STOCKS<br />

Stocks of finished products, trade goods and raw<br />

materials and consumables to be used in the production<br />

process, are valued at cost or the lower market value.<br />

The cost of stocks comprise all acquisition costs, conversion<br />

costs and other costs to bring the stocks at their<br />

present location and in their present state.<br />

CASH AND CASH EQUIVALENTS<br />

Cash and cash equivalents comprise cash and short-term<br />

investments which can be immediately cashed. Deposits<br />

and other fixed interest instruments with an initial term<br />

of less than three months are regarded as cash equivalent.<br />

PROVISIONS<br />

A provision is created when:<br />

– <strong>RSDB</strong> has a current (in straight en<strong>for</strong>ceable or factual)<br />

obligation as a result of a past event;<br />

– It is probable that an outflow of means which harbours<br />

economic advantages, will be required to settle the<br />

obligation, and<br />

– A reliable estimate can be made of the amount of the<br />

obligation.<br />

If <strong>RSDB</strong> expects that (part of) a provision will be<br />

compensated, the compensation will only be included as<br />

a separate asset, if it is as good as certain. The expense<br />

connected with a provision will be included in the profit<br />

and loss account after deduction of possible compensation.<br />

The amount included as provision is the most<br />

accurate estimate of the expenses required to settle the<br />

existing obligation on the balance sheet date. Provisions<br />

are assessed on each balance sheet date and adjusted to<br />

reflect the most accurate estimate. If it is no longer probable<br />

that an outflow of means shall be required to settle<br />

the obligation, the provision will be retransferred.<br />

If the effect of the time value of money is material, the<br />

provisions are discounted at a pre-tax discount factor<br />

which, if necessary, takes into account the specific risks<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 51


Annual Accounts - Accounting principles<br />

of the obligation. If the provisions are discounted, the<br />

increase of the provision will be recognised as financing<br />

costs because of the passing of time.<br />

INTEREST BEARING LOANS<br />

The first valuation of interest bearing loans takes place<br />

at realisable value of the received consideration less<br />

transaction costs. After the first incorporation, the<br />

interest bearing loans are valued at depreciated cost<br />

on the basis of the effective interest rate method. The<br />

depreciated value is determined incorporating possible<br />

discounts or premiums.<br />

PENSIONS<br />

Defined contribution schemes<br />

Contributions to defined contribution schemes are<br />

recognised in the profit and loss account as costs in the<br />

year to which they relate.<br />

Defined benefit schemes<br />

<strong>RSDB</strong> has a defined benefit scheme, the fund Grafische<br />

Bedrijfsfondsen (GBF). With regard to the GBF, which<br />

has a collective scheme of several employers, up to now<br />

insufficient in<strong>for</strong>mation was available to use the settlement<br />

methods <strong>for</strong> defined benefit schemes. This scheme<br />

is settled as if it was a defined contribution scheme.<br />

When the claims from a scheme change the part of the<br />

higher claims connected with the employment record of<br />

employees is incorporated in the profit and loss account<br />

as costs in accordance with the linear method, over the<br />

average period until the claims become irrevocable. As<br />

far as these claims immediately become irrevocable,<br />

they are directly incorporated in the profit and loss<br />

account.<br />

The net commitment from the defined benefit scheme<br />

is the total of the cash value of the gross commitment<br />

and the not incorporated actuarial profits and losses<br />

less the not yet incorporated pension costs of the past<br />

employment (‘back service’) and the realisable value of<br />

the funds’ investment from which the obligations must<br />

be directly settled. If such a total amount is negative,<br />

the asset is valued at the lowest of the total amount<br />

or the total amount of accumulated not incorporated<br />

actuarial losses, back service costs and the cash value<br />

of possible economic advantages available in the <strong>for</strong>m<br />

of repayments from the scheme or reductions of future<br />

contributions to the scheme.<br />

SHARE‐BASED REMUNERATIONS<br />

<strong>RSDB</strong> directors receive remunerations in the <strong>for</strong>m of<br />

share-based payments. These share-based payments<br />

are settled by way of cash payment (‘cash settled’). The<br />

costs of share-based remunerations are determined on<br />

the basis of the market value of the shares on the date<br />

the shares were allocated. The costs of these shares are<br />

included in the profit and loss account (personnel costs)<br />

during the period in which the shares are not payable,<br />

offset by other long-term debts. The market value of<br />

the debt is re-determined at the end of each <strong>report</strong>ing<br />

period. Changes are included in the result.<br />

TAXATION<br />

Tax obligations and receivables<br />

Tax obligations and receivables <strong>for</strong> the current and previous<br />

years are valued at the amount that is expected to be<br />

payable to or to be received from the tax authorities. The<br />

taxation amount is calculated on the basis of the legally<br />

determined tax rates and prevailing tax laws.<br />

Tax obligations and receivables <strong>for</strong> the period under<br />

review are included in the shareholders’ equity as far as<br />

these relate to items directly included in the shareholders’<br />

equity in the period.<br />

Deferred taxation<br />

A provision is created <strong>for</strong> deferred taxation on the basis<br />

of the temporary discrepancies as at the balance sheet<br />

date between the fiscal value of assets and liabilities and<br />

their book value as stated in these <strong>annual</strong> accounts.<br />

Deferred tax credits are included <strong>for</strong> all recoverable<br />

temporary discrepancies, unused fiscal facilities and<br />

unrecovered fiscal losses, as far as the probability exists<br />

that there will be some fiscal profit available from<br />

which the recoverable temporary discrepancies can be<br />

recovered and the recoverable temporary discrepancies,<br />

unused fiscal facilities and unrecovered fiscal losses can<br />

be employed.<br />

The book value of the deferred tax credits are assessed<br />

as at the balance sheet date and reduced as far as it is not<br />

probable that sufficient fiscal profit will be available from<br />

which the temporary discrepancy can be completely or<br />

partly recovered. Not incorporated deferred tax credits<br />

are reassessed as at the balance sheet date and incorporated<br />

as far as it is probable that future fiscal profit<br />

will be available from which this deferred credit can be<br />

recovered.<br />

52 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Deferred tax credits and obligations are valued at taxation<br />

rates which are expected to be applicable during the<br />

period in which the credit is realised or the obligation is<br />

settled, on the basis of the legally determined tax rates<br />

and prevailing tax laws.<br />

Deferred tax credits and obligations will be balanced if<br />

there is a legally en<strong>for</strong>ceable right to balance tax credits<br />

with tax obligations and the deferred taxation relating to<br />

the same taxable entity and tax authority.<br />

TRADE CREDITORS AND OTHER SHORT‐TERM DEBTS.<br />

Trade creditors and other short-term debts are stated<br />

after first recognition at the depreciated value on the<br />

basis of the effective interest rate method.<br />

NO LONGER INCORPORATING FINANCIAL ASSETS AND<br />

LIABILITIES IN THE BALANCE SHEET<br />

Financial assets<br />

A financial asset will no longer be incorporated in the<br />

balance sheet if:<br />

– The entity is no longer entitled to cash flow from this<br />

asset;<br />

– <strong>RSDB</strong> has retained the right to receive cash flows from<br />

this asset, but has entered into an obligation to pay<br />

these cash flows to a third party without a substantial<br />

delay in accordance with a special agreement or<br />

– <strong>RSDB</strong> has transferred its rights to the cash flows from<br />

this asset and either (a) has mostly transferred all risks<br />

and advantages of this asset, or (b) has not mostly<br />

transferred or retained all risks and advantages of this<br />

asset, but has transferred the control over this asset.<br />

Financial liabilities<br />

A financial obligation will no longer be incorporated in<br />

the balance sheet as soon as the per<strong>for</strong>mance has been<br />

delivered in accordance with the obligation, this obligation<br />

has been lifted or has expired.<br />

If an existing obligation is replaced by another of the<br />

same funds provider at almost identical conditions, or<br />

the conditions of the existing obligations are substantially<br />

changed, such a replacement or change is treated as<br />

no longer incorporating of the original obligation in the<br />

balance sheet and the incorporation of a new obligation.<br />

The difference in the book values concerned is incorporated<br />

in the profit and loss account.<br />

Principles <strong>for</strong> the determination of result<br />

Revenue is recognised as far as it is probable that the<br />

economic advantages will benefit <strong>RSDB</strong>, the income can<br />

be determined reliably and the main risks and advantages<br />

have been transferred.<br />

Costs are attributed to the year to which they relate.<br />

REVENUE<br />

Income from services provided is recognised at the<br />

moment of delivery. The income from current orders as<br />

at the balance sheet date are included to the amount<br />

of the order costs incurred covered by income from the<br />

order. The order costs are stated as costs in the period<br />

in which they were incurred. Expected losses on current<br />

third-party orders are stated as costs immediately.<br />

Interest income and expenses are processed in the<br />

financial year to which they relate and accounted <strong>for</strong> as<br />

the interest accumulates via the effective interest rate<br />

method.<br />

The interest rate component of financial lease agreements<br />

is incorporated in the profit and loss account using<br />

the annuity method. Dividends are attributed to the year<br />

in which the dividends concerned were made payable.<br />

GOVERNMENT SUBSIDIES<br />

Government subsidies are incorporated if there is a<br />

reasonable degree of certainty that the subsidy will be<br />

received, that all relevant conditions will be met and<br />

accounted <strong>for</strong> systematically in the period in which the<br />

costs these subsidies are meant to compensate incurred.<br />

TAXATION<br />

Tax payable and recoverable tax during the year under<br />

review and deferred taxation are accounted <strong>for</strong> in the<br />

profit and loss account over the period to which they<br />

relate, unless these relate to items directly attributed to<br />

the shareholders’ equity, in which case the taxation is<br />

attributed to the shareholders’ equity.<br />

The determination takes into account the fiscal facilities<br />

available in the countries.<br />

PRINCIPLES FOR DRAWING UP THE CONSOLIDATED CASH<br />

FLOW STATEMENT<br />

The cash flow statement is drawn up according to the<br />

indirect method. Income and expenses from interest and<br />

corporate income tax, as well as received dividends of<br />

non-consolidated participations, are incorporated under<br />

cash flow from operating activities. Paid dividends are<br />

incorporated under cash flow from financing activities.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 53


Transactions whereby no funds are exchanged, are not<br />

incorporated in the cash flow statement.<br />

DISCONTINUED OPERATIONS<br />

A discontinued operation is a part of the activities of<br />

<strong>RSDB</strong> representing a separate major operating activity<br />

or a separate major geographical operating area, or is<br />

a subsidiary acquired <strong>for</strong> the sole purpose of reselling.<br />

Classification as discontinued operation is done at divestment<br />

or, if earlier, when the operation meets the criteria<br />

<strong>for</strong> classification as available <strong>for</strong> divestment (IFRS 5). This<br />

may also include a group of assets being discontinued.<br />

54 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Notes to the consolidated financial statements<br />

Contents<br />

Explanation<br />

page<br />

1. Segment in<strong>for</strong>mation 56<br />

2. Assets held <strong>for</strong> sale 59<br />

3. Revenue 60<br />

4. Other revenue 61<br />

5. Costs of raw materials and consumables 61<br />

6. Costs of work contracted out and other external costs 61<br />

7. Personnel expenses 61<br />

8. Depreciation tangible fixed assets 62<br />

9. Exceptional impairments 62<br />

10. Other operating costs 63<br />

11. Financed income 63<br />

12. Financing costs 63<br />

13. Result on sale subsidiaries 64<br />

14. Income Tax 64<br />

15. Deferred tax liability 65<br />

16. Tangible fixed assets 66<br />

17. Associated companies and joint ventures 68<br />

18. Other financial fixed assets 68<br />

19. Stocks 70<br />

20. Trade receivables 70<br />

21. Other receivables / prepayments 71<br />

22. Financial derivatives 71<br />

23. Cash and cash equivalents 73<br />

24. Share capital issued 73<br />

25. Share premium 73<br />

26. Retained earnings and other reserves 74<br />

27. Minority interests 75<br />

28. Provisions 76<br />

29. Interest bearing loans and borrowings 78<br />

30. Trade and other liabilities 79<br />

31. Finance companies 79<br />

32. Earnings per share 80<br />

33. Contingent liabilities / rights 81<br />

34. Financial risk management objectives and policies 81<br />

35. Related party disclosures 84<br />

36. Remuneration of members of the Management Board and the Supervisory Board 86<br />

37. Paid and proposed dividend 87<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 55


Annual Accounts - Notes to the consolidated financial statements<br />

1. Segment in<strong>for</strong>mation<br />

The following summary shows the segment in<strong>for</strong>mation in <strong>2008</strong>:<br />

(x € 1,000) Print<br />

Productions<br />

Marketing<br />

Communications<br />

eliminations<br />

total<br />

Revenue 429,059 18,488 - 447,547<br />

Intersegment revenue - 3 - 3 -<br />

Total revenue 429,059 18,491 - 3 447,547<br />

Segment net results - 669 1,955 - 1,286<br />

Assets and liabilities<br />

Segment assets 267,403 4,839 - 250 271,992<br />

Assets classified as held <strong>for</strong> sale 6,525<br />

Unallocated assets 10,113<br />

Total assets 288,630<br />

Segment liabilities 92,876 1,724 - 250 94,350<br />

Unallocated liabilities 63,861<br />

Total liabilities 158,211<br />

Other segment in<strong>for</strong>mation<br />

Capital expenditure tangible fixed assets 24,838 121 - 24,959<br />

Depreciation tangible fixed assets<br />

(including exceptional impairments) 31,494 167 - 31,661<br />

BUSINESS SEGMENTS<br />

A segment is a separate part of <strong>RSDB</strong> active in either providing services (operational segment) or delivering products /<br />

services within a certain economic area (geographical segment), which is subject tot other risks and income than other<br />

segments.<br />

The primary segmentation takes place on the basis of company segment. The business line Print Productions is aimed<br />

at the efficient and effective production of volume print. The business line Marketing Communications focuses on the<br />

set-up and execution of customer processes – the development and production of communication carriers – and the<br />

processing and optimising of customer data. The secondary segmentation takes place according to the geographical<br />

lay-out, whereby a distinction is made between Euro and non-Euro countries.<br />

56 <strong>RSDB</strong> Annual Report <strong>2008</strong>


The following summary shows the segment in<strong>for</strong>mation in 2007:<br />

(x € 1,000) Print<br />

Productions<br />

Marketing<br />

Communications<br />

eliminations<br />

total<br />

Revenue 456,505 28,473 - 484,978<br />

Intersegment revenue - 443 - 443 -<br />

Total revenue 456,505 28,916 - 443 484,978<br />

Segment net results 1,985 3,454 - 5,439<br />

Assets and liabilities<br />

Segment assets 282,001 6,866 - 605 288,262<br />

Assets classified as held <strong>for</strong> sale - - - 6,525<br />

Unallocated assets - - - 8,998<br />

Total assets 303,785<br />

Segment liabilities 116,046 3,246 - 605 118,687<br />

Unallocated liabilities - - - 49,870<br />

Total liabilities 168,557<br />

Other segment in<strong>for</strong>mation<br />

Capital expenditure tangible fixed assets 30,554 274 - 30,828<br />

Depreciation tangible fixed assets<br />

(including exceptional impairments) 33,655 416 - 34,071<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 57


Annual Accounts - Notes to the consolidated financial statements<br />

GEOGRAPHICAL SEGMENTS<br />

The following summary shows revenue and certain asset in<strong>for</strong>mation regarding the geographical segments over <strong>2008</strong>:<br />

(x € 1,000) Eurozone non-Eurozone total<br />

Revenue<br />

Revenue per segment 341,055 106,492 447,547<br />

Other segment in<strong>for</strong>mation<br />

Segment assets 260,385 11,607 271,992<br />

Assets classified as held <strong>for</strong> sale - - 6,525<br />

Unallocated assets - - 10,113<br />

Total assets 288,630<br />

Capital expenditure tangible fixed assets 24,285 674 24,959<br />

Depreciation tangible fixed assets<br />

(including exceptional impairments) 31,048 613 31,661<br />

The following summary shows revenue and certain asset in<strong>for</strong>mation regarding the geographical segments over 2007:<br />

(x € 1,000) Eurozone non-Eurozone total<br />

Revenue<br />

Revenue per segment 373,637 111,341 484,978<br />

Other segment in<strong>for</strong>mation<br />

Segment assets 275,523 12,739 288,262<br />

Assets classified as held <strong>for</strong> sale – – 6,525<br />

Unallocated assets – – 8,998<br />

Total assets 303,785<br />

Capital expenditure tangible fixed assets 29,032 1,796 30,828<br />

Depreciation tangible fixed assets<br />

(including exceptional impairments) 33,419 652 34,071<br />

58 <strong>RSDB</strong> Annual Report <strong>2008</strong>


2. Assets held <strong>for</strong> sale<br />

The major classes of assets and liabilities classified as held <strong>for</strong> sale at December 31, are as follows:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Activa<br />

Tangible fixed assets 6,525 6,525<br />

Assets classified as held <strong>for</strong> sale 6,525 6,525<br />

The tangible fixed assets classified as held <strong>for</strong> sale relate to the real estate in Breda and Heerhugowaard. The assets have<br />

been classified <strong>for</strong> some years as ‘held <strong>for</strong> sale’. This is the result of facts and conditions outside the control of <strong>RSDB</strong>.<br />

Nevertheless, <strong>RSDB</strong> maintains its plans to sell these assets.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 59


Annual Accounts - Notes to the consolidated financial statements<br />

3. Revenue<br />

The following summaries provide a breakdown of revenue provided by the continued activities:<br />

THE GEOGRAPHICAL DISTRIBUTION OF REVENUE:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

The Netherlands 268,865 305,579<br />

Belgium 24,466 22,164<br />

Denmark 26,671 19,638<br />

Sweden 36,997 40,537<br />

France 15,086 16,129<br />

Germany 30,335 27,979<br />

United Kingdom 22,655 28,794<br />

United States of America 3,263 4,286<br />

Hungary 8,608 9,325<br />

Austria 2,303 1,312<br />

Norway 4,566 2,289<br />

Other export 3,732 6,946<br />

447,547 484,978<br />

Percentage export 39,9% 37,0%<br />

THE DISTRIBUTION OF REVENUE TO PRODUCTION PROCESS:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Gravure 206,702 214,365<br />

Weboffset 188,970 205,560<br />

Sheetfed offset 26,351 28,457<br />

Pre-publishing and direct marketing 25,524 36,596<br />

447,547 484,978<br />

THE DISTRIBUTION OF REVENUE TO PRODUCTION CATEGORY:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Magazines 173,363 195,013<br />

Radio / TV guides 33,945 38,902<br />

Catalogues 44,674 52,942<br />

Promotional material 186,864 177,025<br />

Directories 1,114 1,529<br />

Other 7,587 19,567<br />

447,547 484,978<br />

60 <strong>RSDB</strong> Annual Report <strong>2008</strong>


4. Other revenue<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Book profit on sold properties in Hilversum and Vlaardingen - 3,126<br />

5. Costs of raw materials and consumables<br />

- 3,126<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Paper 166,468 168,970<br />

Ink 22,395 23,220<br />

Other raw materials and consumables 14,004 14,989<br />

202,867 207,179<br />

6. Costs of work contracted out and other external costs<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Work contracted out 16,553 31,457<br />

Freight and distribution costs 15,194 15,430<br />

31,747 46,887<br />

7. Personnel expenses<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Wages and salaries 94,068 98,964<br />

Social security 13,087 13,640<br />

Flexible employees 10,084 9,604<br />

Other personnel costs 2,653 5,519<br />

Pension obligations 6,271 5,238<br />

Addition provision reorganisation costs 933 3,805<br />

Severance pay 681 420<br />

ESF subsidies - 3,691 - 4,118<br />

124,086 133,072<br />

The pension provision included a sum of € 0.8 million in 2007, related to the transfer from the Misset Pension Fund to PGB.<br />

This sum is made up as follows:<br />

(x € 1.000) <strong>2008</strong> 2007<br />

Pension costs current year - 1.919<br />

Interest costs - 6.588<br />

Expected return on investment portfolio - - 9.332<br />

Recognised gain / loss - - 249<br />

Cost transfer pension plan - 1,884<br />

Pension costs incorporated in the profit and loss account - 810<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 61


Annual Accounts - Notes to the consolidated financial statements<br />

The group employed an average of 2,196 (fte’s) in <strong>2008</strong> (2007: 2,341) divided as follows:<br />

<strong>2008</strong> 2007<br />

Print Productions 2,061 2,137<br />

Marketing Communications 107 173<br />

<strong>Group</strong> management, staff and general services 28 31<br />

2,196 2,341<br />

8. Depreciation tangible fixed assets<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Industrial buildings 4,616 4,600<br />

Plant and equipment 24,370 24,607<br />

Other fixed assets 2,675 4,081<br />

31,661 33,288<br />

9. Exceptional impairments<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Plant and equipment - 783<br />

Trade receivables 639 1,132<br />

Financial fixed assets - 500<br />

Covered exceptional impairments - 893 - 1,055<br />

- 254 1,360<br />

At each <strong>report</strong>ing date, <strong>RSDB</strong> assesses whether there are indications that an asset has suffered an exceptional impairment.<br />

If there is such an indication, <strong>RSDB</strong> must make an estimate the realisable value of the asset.<br />

At year-end <strong>2008</strong>, the book value of the net assets exceeded the market capitalisation of the company. As a result, the<br />

company has concluded that there are indications that assets might have suffered an exceptional impairment.<br />

In accordance with IFRS, the company at year-end <strong>2008</strong> carried out an impairment test on the basis of these indications,<br />

<strong>for</strong> the separate cash flow generating units Print Productions Nederland, Print Productions Europe and Marketing<br />

Communications.<br />

The realisable value of the cash flow generating units was determined on the basis of value in use, being the cash value<br />

of the future cash flows attributable to the units. The discount factor used <strong>for</strong> the determination of the value in use is<br />

8.6%.<br />

For all cash flow generating units, the realisable value at year-end <strong>2008</strong> exceeded the book value. There<strong>for</strong>e, at year-end<br />

<strong>2008</strong> there were no other exceptional impairments of assets or combination of assets.<br />

62 <strong>RSDB</strong> Annual Report <strong>2008</strong>


10. Other operating costs<br />

(x € 1.000) <strong>2008</strong> 2007<br />

Selling costs 1,979 2,600<br />

Maintenance and repair machines 15,874 14,290<br />

Energy costs 16,258 17,395<br />

Housing costs 4,938 5,493<br />

Car lease 2,131 2,229<br />

Rental and lease costs machines 251 128<br />

Insurance and taxes 2,253 2,505<br />

Change environment provision - 423 667<br />

Exchange differences 566 571<br />

Other general costs*) 8,048 14,437<br />

51,875 60,315<br />

Passed on to third parties - 266 - 295<br />

51,609 60,020<br />

*) Including costs incurred in 2007 related to the planned acquisition of Quebecor Europe of € 7.5 million.<br />

11. Finance income<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Interest loans 182 171<br />

Bank interest 146 173<br />

Interest corporate tax 190 -<br />

Rate swap - 99<br />

518 443<br />

12. Financing costs<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Bank loans / overdrafts 2,023 1,449<br />

Interest costs lease obligations 1,658 1,995<br />

Rate swap 509 -<br />

Discounting provisions 671 708<br />

4,861 4,152<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 63


Annual Accounts - Notes to the consolidated financial statements<br />

13. Result on sale subsidiaries<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Result sale 2organize / InBetween Marketing Services - 3,700<br />

Result sale Logic Use BV - 31<br />

- 3,731<br />

14. Income tax<br />

The breakdown of the income tax items in the profit and loss account and to equity is as follows:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Consolidated profit and loss account<br />

Current income tax:<br />

Current income tax charge 523 - 404<br />

Adjustments in respect of current income tax of previous years - 227 - 127<br />

Deferred income tax:<br />

Related to items charged or credited directly to equity - 94 1,310<br />

Rate change effect on carryback (from 29.6% to 25.5%) - 102<br />

Income tax expense <strong>report</strong>ed in the consolidated profit and loss account 202 881<br />

Consolidated statement of changes in equity<br />

Deferred income tax related to items charged or credited directly to equity:<br />

change on <strong>for</strong>ward currency contracts 83 107<br />

Income tax expense charged or credited to equity 83 107<br />

The effective tax burden on pre-tax profit differs from the nominal income tax rate in the Netherlands. A breakdown of<br />

this gap is illustrated in the table below:<br />

(in %) <strong>2008</strong> 2007<br />

Domestic nominal income tax rate 25,5 25,5<br />

Tax-exempt profit on sale of group companies - - 13,1<br />

Revision taxes prior years - 21,0 - 2,0<br />

Deviating <strong>for</strong>eign tax burden 3,9 1,9<br />

Energy deduction - 1,2 - 0,4<br />

Non-deductable amounts 6,4 2,0<br />

Effective tax burden 13,6 13,9<br />

64 <strong>RSDB</strong> Annual Report <strong>2008</strong>


15. Deferred tax liability<br />

Deferred income tax as at December 31 relates to the following:<br />

(x € 1,000 unless stated otherwise) consolidated balance<br />

sheet<br />

consolidated profit<br />

and loss account<br />

<strong>2008</strong> 2007 <strong>2008</strong> 2007<br />

Deferred tax liability<br />

Fixed assets 2,960 4,058 - 684 468<br />

Stock 215 105 - -<br />

Other receivables/prepayments - 270 - - 20<br />

Financial Derivatives 22 69 - 47 132<br />

Other provisions 98 72 - -<br />

3,295 4,574 - 731 580<br />

Deferred income tax assets<br />

Provisions 1,569 2,346 741 824<br />

Losses available <strong>for</strong> offset against future<br />

taxable income - - - 13<br />

1,569 2,346 741 837<br />

Result deferred income tax 10 1,417<br />

Deferred tax liability net 1,726 2,228<br />

Year-end <strong>2008</strong> the fiscal set-off of losses amounts to nil (2007: € 0.01 million)<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 65


Annual Accounts - Notes to the consolidated financial statements<br />

16. Tangible fixed assets<br />

The following summary shows the changes during <strong>2008</strong>:<br />

(x € 1,000) land and<br />

buildings<br />

plant and<br />

equipment<br />

other fixed<br />

assets<br />

assets on<br />

order<br />

total<br />

Balance as at January 1, <strong>2008</strong><br />

Cumulative acquisition value 136,202 454,666 38,932 15,761 645,561<br />

Cumulative depreciation and impairments - 77,024 - 347,654 - 33,665 - - 458,343<br />

Book value 59,178 107,012 5,267 15,761 187,218<br />

Changes in book value<br />

Investments 12,223 22,596 1,861 - 11,721 24,959<br />

Divestments - 1,034 - 630 - 271 - - 1,935<br />

Exchange rate differences - - - 23 - - 23<br />

Depreciation - 4,615 - 24,371 - 2,675 - - 31,661<br />

Balance 6,574 - 2,405 - 1,108 - 11,721 - 8,660<br />

Balance as at December 31, <strong>2008</strong><br />

Cumulative acquisition value 147,166 470,601 36,350 4,040 658,157<br />

Cumulative depreciation - 81,414 - 365,994 - 32,191 - - 479,599<br />

Book value 65,752 104,607 4,159 4,040 178,558<br />

The depreciation periods are as follows:<br />

Land and buildings : 30 – 50 year<br />

Plant and equipment : 7 – 12.5 year<br />

Other fixed assets : 3 – 5 year<br />

Plant and equipment includes equipment available to the company and classified under a financial lease agreement. The<br />

relevant long-term liabilities with a book value of € 36.0 million at year-end are accounted <strong>for</strong> under ‘interest-bearing<br />

loans’.<br />

66 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Tangible fixed assets<br />

The following summary shows the changes during 2007:<br />

(x € 1,000) land and<br />

buildings<br />

plant and<br />

equipment<br />

other fixed<br />

assets<br />

assets on<br />

orde<br />

total<br />

Balance as at January 1, 2007<br />

Cumulative acquisition value 135,989 460,529 36,663 7,691 640,872<br />

Cumulative depreciation and impairments - 73,815 - 345,033 - 30,358 - - 449,206<br />

Book value 62,174 115,496 6,305 7,691 191,666<br />

Changes in book value<br />

Investments 1,766 17,289 3,680 8,093 30,828<br />

Divestments - 150 - 372 - 627 - - 1,149<br />

Exchange rate differences - 12 - 11 - 10 - 23 - 56<br />

Exceptional impairments - - 783 - - - 783<br />

Depreciation - 4,600 - 24,607 - 4,081 - - 33,288<br />

Balance - 2,996 - 8,484 - 1,038 8,070 - 4,448<br />

Balance as at December 31, 2007<br />

Cumulative acquisition value 136,202 454,666 38,932 15,761 645,561<br />

Cumulative depreciation - 77,024 - 347,654 - 33,665 - - 458,343<br />

Book value 59,178 107,012 5,267 15,761 187,218<br />

Plant and equipment includes equipment available to the company and classified under a financial lease agreement. The<br />

relevant long-term liabilities with a book value of € 36,1 million at year-end are accounted <strong>for</strong> under ‘interest-bearing<br />

loans’.<br />

The exceptional impairments relate to assets that have been taken out of use and there<strong>for</strong>e no longer instrumental to<br />

the company’s activities.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 67


Annual Accounts - Notes to the consolidated financial statements<br />

17. Associated companies and joint ventures<br />

This item related to the share in non-consolidated associated companies.<br />

Participating interests with a negative net equity value are valued at nil. The material impact is so insignificant that has<br />

been refrained from providing further details in pursuance of IAS 28.37b.<br />

As at December 31, <strong>2008</strong> the company has a 40% interest in Business Media BV.<br />

18. Other financial fixed assets<br />

This concerns receivables with a life term of more than one year. The part of the receivables with a term of less than one<br />

year is classified under other receivables / prepayments.<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Balance as at January 1 1,350 1,802<br />

Granted - 1,100<br />

Earn-out arrangement 250 -<br />

Received payments - 193 - 52<br />

Receivables incorporated under other current assets - 750 - 1,000<br />

Provision <strong>for</strong> exceptional impairments 500 - 500<br />

Balance as at December 31 1,157 1,350<br />

The balance as at December 31 is specified as follows:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Loans personnel 22 48<br />

Loan Signum <strong>Group</strong> BV 805 952<br />

Claim Signum <strong>Group</strong> BV (earn-out arrangement) 250 -<br />

Loan Adnovate Holding BV 80 100<br />

Loan PlantijnCasparie Beheer BV - 750<br />

1,157 1,850<br />

Provision <strong>for</strong> exceptional impairments - - 500<br />

1,157 1,350<br />

Transaction table of the provision <strong>for</strong> exceptional impairments:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Balance as at January 1 500 -<br />

Withdrawn - 500<br />

Taken back - 500 -<br />

Balance as at December 31 - 500<br />

68 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Loan granted to Signum <strong>Group</strong> BV<br />

On July 10, 2007, a loan of € 1.0 million was granted to Signum <strong>Group</strong> BV in connection with the sale of 2organize BV and<br />

InBetween Marketing Services BV to Signum <strong>Group</strong> BV. The loan is partially used <strong>for</strong> financing of the acquisition price,<br />

The interest rate amounts to 250 basis points above three months’ Euribor per year. Payment of interest and instalments<br />

will be made at 50% of the free cash flow per calendar year, the first term on the basis of the free cash flow <strong>for</strong> the <strong>2008</strong><br />

calendar year on March 31, 2009. The first payment, irrespective of the actual cash flow, is maximised to € 0.1 million.<br />

The loan is subordinated to the loans granted by Fortis Bank NV in connection with the above share transaction. With<br />

permission of Fortis Bank NV, Signum may make early repayments without penalty.<br />

Earn-out arrangement Signum <strong>Group</strong> BV<br />

At the divestment of 2organize BV and InBetween Marketing Services BV, in addition to the cash segment of the transaction,<br />

an earn-out arrangement was agreed. The term of the earn-out arrangement relates to the calendar years <strong>2008</strong><br />

through 2012. If the operating result in the year concerned exceeds € 1.4 million, 25% of the amount over this benchmark<br />

will be paid to <strong>RSDB</strong> as an earn-out. This percentage increases from 25 to 50 at an operating result of € 1.8 million in any<br />

year. The determined amount will be converted into an interest-free loan to Signum <strong>Group</strong> BV. The accumulated earn-out<br />

obligation will be paid to <strong>RSDB</strong> in total after the determination of the amount of the obligation <strong>for</strong> the fifth year.<br />

The earn out has been maximised to € 1.25 million <strong>for</strong> the entire term. Given the development of the operating result of<br />

the Signum <strong>Group</strong> BV the a<strong>for</strong>ementioned earn-out arrangement is at year-end <strong>2008</strong> valued at € 0.25 million.<br />

Loan granted to Adnovate Holding BV<br />

On December 7, 2007, a loan of € 0.1 million was granted to Adnovate Holding BV in connection with the sale of Logic Use<br />

BV. The loan is partially used <strong>for</strong> financing of the acquisition price. The interest rate amounts to 150 basis points above<br />

three months’ Euribor per year, with a minimum of 5%. Interest will always be payable in arrear each quarter, the first<br />

term at the end of March <strong>2008</strong>.<br />

Loan granted to PlantijnCasparie Beheer BV<br />

Loan granted to PlantijnCasparie Beheer BV as part of the financing of the consideration <strong>for</strong> the divestment in 2005 of<br />

PlantijnCasparie Beheer BV and its participations. The loan amounts to € 3.5 million. The interest over the not yet repaid<br />

part of the loan is 300 basis points over three months Euribor per year, provided that the interest rate will at all times be<br />

at least 5%.<br />

The interest will be fixed each quarter. Repayment of the loan will take place on the basis of a fixed repayment scheme and,<br />

with due observance of the following stipulations, will take place in quarterly redemptions of € 0.25 million. In case the<br />

solvency of PlantijnCasparie Beheer BV <strong>for</strong> the last financial year amounts to less than 25% but more than 15%, the quarterly<br />

terms of the following financial year will amount to € 0.125 million, starting with the second quarter, If, as soon as and as<br />

long as the solvency of PlantijnCasparie Beheer BV amounts to 15% or less, no repayments will have to take place. The loan<br />

is subordinate to the receivables of all present and future financiers of PlantijnCasparie Beheer BV and its participations, in<br />

the sense that – contrary to the above – PlantijnCasparie Beheer BV will not be held to any repayment or interest payment<br />

on this loan (and <strong>RSDB</strong> claims will there<strong>for</strong>e not be demandable), if and as far as PlantijnCasparie Beheer BV is in default or,<br />

as a result of these repayments or interest payments, would default in relation to one or more of its financiers.<br />

Thieme GrafiMedia <strong>Group</strong> BV declares itself jointly and severally liable vis-à-vis <strong>RSDB</strong> to fulfil all obligations <strong>for</strong> Plantijn-<br />

Casparie Beheer BV following from this loan agreement.<br />

PlantijnCasparie Beheer BV and Thieme GrafiMedia <strong>Group</strong> BV hereby pledge to co-operate in granting securities in pledge,<br />

ranking second after the financiers of properties, machines and debtors and work in progress.<br />

From the loan € 0.75 million has been classified as other receivables / prepayments as at December 31, <strong>2008</strong>.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 69


Annual Accounts - Notes to the consolidated financial statements<br />

19. Stocks<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Raw materials and consumables 12,044 8,464<br />

Finished goods and goods <strong>for</strong> sale 241 90<br />

Balance as at December 31 12,285 8,554<br />

20. Trade receivables<br />

Trade receivables are non-interest bearing assets with an average collection period between 30 – 90 days.<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Trade debtors 74,595 82,873<br />

Provision <strong>for</strong> exceptional impairments - 3,642 - 3,896<br />

Balance as at December 31 70,953 78,977<br />

Transaction table of the provision <strong>for</strong> exceptional impairments:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Balance as at January 1 3,896 4,273<br />

Withdrawn 1,032 1,591<br />

Taken back - 393 - 1,055<br />

Utilised - 893 - 913<br />

Balance as at December 31 3,642 3,896<br />

The provision <strong>for</strong> extraordinary depreciation is fixed at the level of the individual debitor.<br />

With regard to trade debtors on which no exceptional impairments had been made and that have not defaulted on their<br />

payments there are no indications that they will not meet the payment obligations. Of the total trade debtors, 79.6%<br />

(2007: 80.5% ) have not been impaired upon nor have defaulted on their obligations, 18.3% (2007: 16.1%) have payments<br />

that are less than 3 months overdue whereas 2.1% (2007: 3.4%) of the receivables is more than 3 months overdue.<br />

70 <strong>RSDB</strong> Annual Report <strong>2008</strong>


21. Other receivables / prepayments<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Other receivables 9,737 9,347<br />

Billable 6,830 8,425<br />

Prepayments 940 1,209<br />

Balance as at December 31 17,507 18,981<br />

22. Financial derivatives<br />

The main risks to which <strong>RSDB</strong> is subjected to is <strong>for</strong>med by the liquidity and the market risk (consisting of an interest rate<br />

risk, a currency risk and a price risk). The financial policy of <strong>RSDB</strong> is aimed, in the short term, at restricting the effects of<br />

exchange rate and interest rate fluctuations and in the longer term to follow market exchange and interest rates.<br />

<strong>RSDB</strong> uses financial derivative products to control the risks connected to the operating activities, whereby no speculative<br />

positions are taken with these financial derivative products.<br />

The company uses various financial instruments in order to limit currency and interest rate risks. For currency risks,<br />

it uses FX cylinder contracts which consist of a combination of an FX call option and an FX put option. The company<br />

also uses FX Window Forward Extra contracts, a combination of an FX call option and an FX put option with an agreed<br />

‘trigger’. When this trigger occurs in the agreed period, the FX Window Forward Extra changes into a currency future<br />

transaction with an agreed price.<br />

RATE SWAPS<br />

To cover the interst rate risk of the variable rate financing interest rate swaps are used whereby <strong>RSDB</strong> has committed<br />

itself to settle the difference between the 3-months interbank rate and agreed interest rates at moments agreed in<br />

advance.<br />

To cover the interest rate risk of the variable coupon financing an interest rate swap contract of € 10 million was entered<br />

into. The contract is based on a fixed 4.08% rate on the basis of a 3-months Euribor, ending January 2, 2012. No hedge<br />

accounting will be applied.<br />

The rate swap contracts entered into as at December 31, <strong>2008</strong> are specified as follows:<br />

(x € 1,000) <strong>2008</strong> expiration 3-months<br />

interest<br />

market value<br />

<strong>2008</strong><br />

10,000 January 2, 2012 4.08% - 374<br />

(x € 1,000) 2007 expiration 3-months<br />

interest<br />

market value<br />

2007<br />

10,000 January 2, 2012 4.08% 135<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 71


Annual Accounts - Notes to the consolidated financial statements<br />

FORWARD CURRENCY CONTRACTS<br />

In <strong>2008</strong> <strong>RSDB</strong> hedged GBP 2.8 million (2007: GBP 0.3 million) of its estimated net cash flow in GBP by way of average rate<br />

currency future contracts and average rate currency options, at an average GBP exchange rate over the four quarters of<br />

2009 of GBP 0.80 per Euro. In <strong>2008</strong>, <strong>RSDB</strong> hedged SEK 7.2 million (2007: SEK 66.1 million) of its estimated net cash flow in<br />

SEK by way of average rate currency future contracts, at an average SEK exchange rate over the four quarters of 2009 of<br />

SEK 9.62 per Euro. These hedges have fixed a part of the GBP and SEK income of <strong>RSDB</strong> in <strong>2008</strong> at these exchange rates.<br />

Cash flow hedge accounting is applied to these hedges. In <strong>2008</strong>, as a result of these hedges, an amount of € 0.5 million<br />

(2007: € 0.1 million) was included in the operating income of the segments involved in accordance with the realisation of<br />

the anticipated cash flows. It was determined that none of these hedges were significantly ineffective.<br />

(x € 1,000) <strong>2008</strong> 2007<br />

EUR / GBP contracts 400 22<br />

EUR / SEK contracts 61 114<br />

461 136<br />

The company uses financial instruments in order to limit currency rate risks.<br />

The currency contracts entered into on December 31, <strong>2008</strong> <strong>for</strong> sales contracts outside the eurozone relate to Sterling<br />

(2.8 million) and Swedish Krona (7.2 million).<br />

The cash flow hedge of the expected future production was assessed to be effective and an unreleased result of € 0.2<br />

million with a deferred tax charge of € 0.1 million relating to the hedging instrument is included in equity.<br />

currency<br />

(x 1,000)<br />

expiration<br />

sale after<br />

12-31-<strong>2008</strong><br />

sale after<br />

12-31-2007<br />

market value <strong>2008</strong><br />

(x € 1,000)<br />

market value 2007<br />

(x € 1,000)<br />

GBP 1st quarter <strong>2008</strong> 274 22<br />

1st quarter 2009 2,405 396<br />

2nd quarter 2009 380 4<br />

2,785 274 400 22<br />

SEK 1st quarter <strong>2008</strong> 26,143 48<br />

2nd quarter <strong>2008</strong> 12,000 19<br />

3rd quarter <strong>2008</strong> 12,000 20<br />

4th quarter <strong>2008</strong> 12,000 20<br />

1st quarter 2009 4,000 4,000 64 7<br />

2nd quarter 2009 960 -1<br />

3rd quarter 2009 960 -1<br />

4th quarter 2009 960 -1<br />

1st quarter 2010 320 0<br />

7,200 66,143 61 114<br />

72 <strong>RSDB</strong> Annual Report <strong>2008</strong>


23. Cash and cash equivalents<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Balance as at December 31 1,558 1,909<br />

Cash and cash equivalents comprise of demand deposits at financial institutions with strong credit ratings and a solid<br />

reputation. We refer to note 34 <strong>for</strong> more in<strong>for</strong>mation on credit risk management.<br />

24. Share capital issued<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Balance as at January 1 16,451 16,451<br />

Changes - -<br />

Balance as at December 31 16,451 16,451<br />

The share capital relates to 3,290,275 issued and fully-paid shares of € 5 nominal value each.<br />

The company’s authorised share capital amounts to € 85 million, consisting of 17,000,000 shares, divided into 8,500,000<br />

ordinary shares and 8,500,000 preference shares, with a nominal value of € 5 each.<br />

25. Share premium<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Balance as at January 1 12,833 12,833<br />

Changes - -<br />

Balance as at December 31 12,833 12,833<br />

From a fiscal point of view this share premium can be considered as paid-up capital.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 73


Annual Accounts - Notes to the consolidated financial statements<br />

26. Retained earnings and other reserves<br />

RETAINED EARNINGS<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Balance as at January 1 105,745 106,083<br />

Result <strong>for</strong> the year 1,354 5,447<br />

Dividend payment - 5,785 - 5,785<br />

Balance as at December 31 101,314 105,745<br />

OTHER RESERVES<br />

(x € 1,000) currency<br />

translation<br />

reserve<br />

reserve <strong>for</strong><br />

non-realised<br />

results<br />

total<br />

<strong>2008</strong><br />

Balance as at January 1 - 120 31 - 89<br />

Price result participations - 579 - - 579<br />

Change of valuation of <strong>for</strong>ward currency contracts - 242 242<br />

Balance as at December 31 - 699 273 - 426<br />

2007<br />

Balance as at January 1 262 - 210 52<br />

Price result participations - 382 - - 382<br />

Change of valuation of <strong>for</strong>ward currency contracts - 312 312<br />

Other changes - - 71 - 71<br />

Balance as at December 31 - 120 31 - 89<br />

The currency translation reserve reflects the currency translation effects arising from the translation of <strong>annual</strong> accounts of<br />

<strong>for</strong>eign subsidiaries, including receivables that can be regarded as increases in net investments.<br />

The reserve <strong>for</strong> non-realised results reflects the change in the fair value of the hedge instruments <strong>for</strong> which this transaction<br />

has been determined to be effective. The amounts that have been included in shareholders’ equity are transferred to the<br />

profit and loss account of the same period that includes the proceeds of costs of this hedge or in which the expected sale or<br />

purchase will take place.<br />

74 <strong>RSDB</strong> Annual Report <strong>2008</strong>


OPTION RIGHT STICHTING PREFERENTE AANDELEN<br />

The ‘Stichting Preferente Aandelen’ has an option right to acquire a maximum of 3,290,274 preference shares of which<br />

25% is payable, or € 4,112,843. To be able to exercise this option right, the ‘Stichting Preferente Aandelen’ has a financing<br />

arrangement. In the General Meeting of Shareholders of <strong>RSDB</strong> of April 20, 2000 the proposal was adopted to grant the<br />

Stichting an option to acquire a number of <strong>RSDB</strong> preference shares equalling the number of issued ordinary <strong>RSDB</strong> shares<br />

minus one share.<br />

On the preference shares, from the disposable profit, taking precedence over the ordinary shares, a percentage is<br />

paid over the amount paid-in <strong>for</strong> these shares. This percentage is based on the repo rate of interest determined by the<br />

European Central Bank, increased by 2.25%. No further profit distribution takes place on the preference shares.<br />

27. Minority interests<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Balance as at January 1 288 298<br />

Price result 27 - 2<br />

Share in result - 68 - 8<br />

Balance as at December 31 247 288<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 75


Annual Accounts - Notes to the consolidated financial statements<br />

28. Provisions<br />

(x € 1,000) costs of<br />

reorga -<br />

nisation<br />

pension<br />

and early<br />

retirement<br />

liabilities<br />

WAO<br />

environment<br />

anniversaries<br />

dismantling<br />

costs<br />

other<br />

total<br />

<strong>2008</strong><br />

Balance as at January 1 7,570 9,681 6,067 937 2,764 2,661 760 30,440<br />

Utilised - 4,391 - 1,924 -271 - 309 - 251 - - 426 - 7,572<br />

Increase as a result of discount - 380 136 30 129 - 4 - 671<br />

Addition<br />

Released<br />

933<br />

-885<br />

388<br />

- 1,560<br />

-<br />

- 423<br />

-<br />

- 511<br />

266<br />

-<br />

-<br />

-<br />

-<br />

- 271<br />

1,587<br />

- 3,650<br />

Balance as at December 31 3,227 6,965 5,509 147 2,908 2,657 63 21,476<br />

Current 2,823 1,359 2,447 140 402 - - 7,171<br />

Non-current 404 5,606 3,062 7 2,506 2,657 63 14,305<br />

Balance as at December 31 3,227 6,965 5,509 147 2,908 2,657 63 21,476<br />

2007<br />

Balance as at January 1 8,007 13,270 5,371 1,563 2,660 2,819 943 34,633<br />

Utilised - 4,242 - 2,301 15 - 667 - 219 - - 245 - 7,659<br />

Increase as a result of discount - 481 14 15 104 94 - 708<br />

Addition<br />

Released<br />

3,805<br />

-<br />

91<br />

- 1,860<br />

667<br />

-<br />

26<br />

-<br />

219<br />

- - 252<br />

62<br />

-<br />

4,870<br />

- 2,112<br />

Balance as at December 31 7,570 9,681 6,067 937 2,764 2,661 760 30,440<br />

Current 5,906 1,765 2,710 615 193 - - 11,189<br />

Non-current 1,664 7,916 3,357 322 2,571 2,661 760 19,251<br />

Balance as at December 31 7,570 9,681 6,067 937 2,764 2,661 760 30,440<br />

76 <strong>RSDB</strong> Annual Report <strong>2008</strong>


COSTS OF REORGANISATIONS<br />

The provision <strong>for</strong> reorganisation costs concerns the costs<br />

connected with started reorganisations. The making<br />

of a provision <strong>for</strong> reorganisation costs takes place at<br />

the time that a detailed plan to adapt the organisation<br />

is <strong>for</strong>malised and the expectance is justified that the<br />

reorganisation will be carried out.<br />

EARLY RETIREMENT COMMITMENTS<br />

<strong>RSDB</strong> has an early retirement scheme, carried out by the<br />

‘Fonds Werktijdvermindering Oudere Werknemers in de<br />

Grafische Bedrijven’ (FWG) on the basis of cost allocation.<br />

<strong>RSDB</strong> has designated its commitments to the early<br />

retirement scheme as a so-called ‘termination benefit’<br />

and has included the present value of the early retirement<br />

commitments as at the balance sheet date.<br />

The calculations <strong>for</strong> the financing of the fund were based<br />

on premium payments through 2012. In <strong>2008</strong>, FWG<br />

increased this term by one year. This is compensated by a<br />

premium reduction <strong>for</strong> the years through 2012.<br />

De employers premium <strong>for</strong> the years through 2012 stands<br />

at 2% and <strong>for</strong> the last year at 1.1%.<br />

ANNIVERSARIES<br />

Bonuses paid on the basis of the GrafiMedia CAO to<br />

employees as they reach 12.5, 25 and 40 years of employment.<br />

Payments <strong>for</strong> the three anniversaries are as<br />

follows: at 12.5 years one quarter gross monthly salary,<br />

at 25 years one net monthly salary and at 40 years two<br />

monthly salaries, one net and one gross. The provision,<br />

on the basis of experience, takes into account the risk of<br />

termination of employment and of death.<br />

DISMANTLING COSTS<br />

Some gravure presses of <strong>RSDB</strong> require dismantling costs<br />

to be made at the end of their use. For this, <strong>RSDB</strong> has<br />

made a provision <strong>for</strong> dismantling costs.<br />

At the start of use of the asset concerned, IAS-16<br />

requires that the obligation must be completely provided<br />

<strong>for</strong> at the cash value 4.8% (2007: 4.0%), which provision<br />

must be added to the price of the asset.<br />

OTHER PROVISIONS<br />

Other provisions include the provision from the guaranteed<br />

turnover at the divestment of the PlantijnCasparie<br />

companies to Thieme GrafiMedia <strong>Group</strong> BV.<br />

ENVIRONMENT<br />

The environment provisions concern the provisions connected<br />

to soil pollution found at <strong>RSDB</strong> sites. These provisions<br />

are sufficient <strong>for</strong> the soil decontamination plans<br />

which have been developed and are being implemented.<br />

WAO<br />

As from January 1, 2000, <strong>RSDB</strong> has an own risk <strong>for</strong> the<br />

‘Wet op de Arbeidsongeschiktheid’ (WAO) disability<br />

scheme. As from January 1, 2006, this risk (WIA) has been<br />

placed with an insurance company. The provision <strong>for</strong> disability<br />

concerns the cash value (4.8% nominal interest) of<br />

the continued obligation of WAO payments including the<br />

later disabled which had been declared disabled be<strong>for</strong>e<br />

January 1, 2004.<br />

The future premiums <strong>for</strong> the WIA include the present<br />

disability cases as from January 1, 2004. For this, a back<br />

service obligation has been included.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 77


Annual Accounts - Notes to the consolidated financial statements<br />

29. Interest bearing loans and borrowings<br />

The following summary shows the interest bearing loans and financial leases as at December 31, <strong>2008</strong>:<br />

(x € 1,000) within 1 year 1-2 years 2-3 years 3-4 years 4-5 years more than<br />

5 years<br />

total<br />

Fixed rate<br />

Loans 750 750 750 750 8,250 - 11,250<br />

Financial leases 8,744 8,111 10,538 3,483 2,244 2,863 35,983<br />

The in<strong>for</strong>mation below has been incorporated to provide an insight into the other liquidity flows attached to interestbearing<br />

loans and lease obligations.<br />

Interest 2,219 1,706 1,259 760 315 106 6,365<br />

The average interest rate on the loans with a life in excess of one year is 5.21%.<br />

The financial lease obligations mainly relate to contracts <strong>for</strong> production equipment. Upon contract expiration, <strong>RSDB</strong> has<br />

the right to buy these assets at a fixed contract value. For the securities <strong>for</strong> the interest-bearing loans, we refer to note<br />

31: finance companies.<br />

The following summary shows the interest bearing loans and financial leases as at December 31, 2007:<br />

(x € 1,000) within 1 year 1-2 years 2-3 years 3-4 years 4-5 years more than<br />

5 years<br />

total<br />

Fixed rate<br />

Loans 4,153 750 750 750 750 3,450 10,603<br />

Financial leases 8,451 8,525 6,832 5,419 3,097 3,752 36,076<br />

The in<strong>for</strong>mation below has been incorporated to provide an insight into the other liquidity flows attached to interestbearing<br />

loans and lease obligations.<br />

Interest 2,508 1,803 1,266 927 666 297 7,467<br />

The average interest rate on the loans with a life in excess of one year was 4.53%.<br />

The financial lease obligations mainly relate to contracts <strong>for</strong> production equipment. Upon contract expiration, <strong>RSDB</strong> has<br />

the right to buy these assets at a fixed contract value. For the securities <strong>for</strong> the inerest-bearing loans, we refer to note 31:<br />

finance companies.<br />

78 <strong>RSDB</strong> Annual Report <strong>2008</strong>


30. Trade and other liabilities<br />

The following summary gives in<strong>for</strong>mation on trade creditors and other obligations:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Trade creditors 28,913 39,401<br />

Holiday pay and allowances 13,169 14,277<br />

Salaries and profit sharing payments 1,241 1,615<br />

Other 13,488 19,904<br />

Balance as at December 31 56,811 75,197<br />

Trade liabilities are non-interest bearing and are paid within 30 – 60 days.<br />

31. Finance companies<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Finance companies 25,988 11,804<br />

In addition to the loans mentioned above, ABN AMRO Bank NV and ING Bank NV have made available current account<br />

facilities and/or cash loans to an amount of € 64.8 million (2007: € 67.4 million). <strong>RSDB</strong> has provided security <strong>for</strong> the loans<br />

and credit facilities granted by the banks. A first-ranking bank mortgage has furthermore been granted to a principal<br />

amount of € 29.5 million (2007: € 31.8 million), augmented by 40% in interest and costs, on the immovable property and a<br />

so-called ‘negative pledge’ clause.<br />

The banks have set conditions with regard to:<br />

- solvency (guarantee capital minimum of 30%of the balance sheet total);<br />

- ratio of interest-bearing debt and the result be<strong>for</strong>e interest and tax (interest bearing debt no more than 2.75 times<br />

the result be<strong>for</strong>e interest and tax);<br />

- Interest Coverage Ratio (result be<strong>for</strong>e interest and tax at least 2.5 timed paid interest).<br />

At year-end <strong>2008</strong>, the Interest Coverage Ratio condition was not met.<br />

ABN-Amro Bank, ING Bank and ING Investment Management have granted a waiver <strong>for</strong> this fact under the condition that<br />

no dividend will be made payable <strong>for</strong> the <strong>2008</strong> financial year.<br />

<strong>RSDB</strong> has reached in 2009 an agreement in principle with the above-mentioned banks with regard to a new committed<br />

facility of € 50 million, to be taken as current account credit facility and/or cash loan with a term to May 1, 2010. Securities:<br />

primary mortgage claim on real estate First lien on all trade accounts receivable. The agreement carries ratios regarding<br />

solvency: de ratio of interest-bearing debt and the result be<strong>for</strong>e depreciation, interest and tax and an Interest Coverage<br />

Ratio also related to the result be<strong>for</strong>e depreciation, interest and tax. The meeting of these ratios will be assessed every<br />

quarter on the basis of normalised progressive results over 12 months. Commission amounted to € 0.25 million, with<br />

interest costs of 225 basis points over 1-3 months EURIBOR <strong>for</strong> the funds taken up under this facility and payment of 50<br />

basis points <strong>for</strong> the unused part of the facility.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 79


Annual Accounts - Notes to the consolidated financial statements<br />

32. Earnings per share<br />

Basic earnings per share amounts are calculated by dividing net profit <strong>for</strong> the year attributable to ordinary equity holders<br />

of the parent by the weighted average number of ordinary shares outstanding during the year.<br />

The following reflects the income and share data used in the earnings per share computations:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Net profit attributable to ordinary equity holders of the parent from continuing<br />

operations 1,354 5,447<br />

Net profit attributable to ordinary equity holders of the parent 1,354 5,447<br />

Weighted average number of ordinary shares <strong>for</strong> (diluted) earnings per share 3,290,275 3,290,275<br />

There have been no other transactions involving ordinary shares between the <strong>report</strong>ing date and the date of completion<br />

of these financial statements.<br />

.<br />

80 <strong>RSDB</strong> Annual Report <strong>2008</strong>


33. Contingent liabilities / rights<br />

GUARANTEED TURNOVER THIEME GRAFIMEDIA GROUP<br />

At the divestment of PlantijnCasparie Beheer BV and its<br />

participations, Thieme GrafiMedia <strong>Group</strong> BV obtained<br />

a guaranteed turnover which will be cut back over a<br />

number of years. The orders connected with this guarantee<br />

will be distributed evenly over the year in question.<br />

The agreed guarantee turnover amounts to € 3.5 million<br />

(<strong>for</strong> 2006), € 2.5 million (<strong>for</strong> 2007) and € 1.5 million (<strong>for</strong><br />

<strong>2008</strong>).<br />

When the actual turnover in any calendar year is less than<br />

the agreed amount of the guarantee, <strong>RSDB</strong> will pay<br />

PlantijnCasparie Beheer BV a compensation of 50% of the<br />

added value attributed to the lost turnover.<br />

Of the lost turnover, a maximum of 15% can be compensated<br />

by turnover in the next guarantee year. The<br />

outsourcing must be done at market rates.<br />

GUARANTEED TURNOVER ADNOVATE HOLDING BV<br />

At the divestment of Logic Use BV to Adnovate Holding<br />

BV, Adnovate Holding BV obtained a guaranteed<br />

turnover with a term to 2013.<br />

The amount of guaranteed turnover <strong>for</strong> the financial year<br />

<strong>2008</strong> is € 0.3 million, and will be cut back by € 0.05 million<br />

per year to € 0.05 in the year 2012. Excesses and shortfalls<br />

will be settled between years.<br />

INVESTMENT COMMITMENT<br />

Investment commitments had been entered to at balance<br />

sheet date to an amount of € 9.4 million (2007<br />

€ 0.3 million).<br />

LEASE AND OPERATIONAL LEASING ARRANGEMENTS<br />

Long-term commitments pursuant to lease contracts and<br />

operational leasing arrangements had been entered into<br />

to an amount of € 5.2 million (2007: € 3.6 million).<br />

Long-term obligations on account of operational lease<br />

agreements were entered into <strong>for</strong> the amount of € 2.5<br />

million (2007: € 2.5 million). Non of these operational<br />

lease agreements has a life of more than five years. The<br />

profit and loss account includes € 2.4 million (2007: € 2.4<br />

million) of lease payments, under other operating costs.<br />

The rental obligations relate to company buildings, the<br />

operational lease agreements on production equipment<br />

PlantijnCasparie and cars.<br />

LIABILITY IN ACCORDANCE WITH ARTICLE 403 OF THE<br />

NETHERLANDS CIVIL CODE<br />

Pursuant to Section 403, subsection 1 (f) of Book 2 of the<br />

Netherlands Civil Code, the company has assumed joint<br />

and several liability with respect to liabilities pursuant<br />

to legal transactions entered into of all domestic<br />

group companies. The relevant declarations have been<br />

submitted <strong>for</strong> inspection of the offices of the Commercial<br />

Register in the district where the legal entity on whose<br />

behalf the joint and several liability was assumed has its<br />

registered offices.<br />

34. Financial risk management objectives and policies<br />

<strong>RSDB</strong>’s principal financial instruments (other than derivatives)<br />

comprise bank loans and overdraft, financial leases<br />

and trade liabilities.<br />

With exception of the financial derivatives, all these<br />

items qualify as loans and receivables that are counted<br />

<strong>for</strong> at cost price less amortisation.<br />

The main purpose of these financial instruments is to<br />

raise finance <strong>for</strong> <strong>RSDB</strong>’s operations. <strong>RSDB</strong> has various<br />

other financial assets such as trade receivables, which<br />

arise directly from its operations.<br />

<strong>RSDB</strong> also enters into derivative transactions, including<br />

principally interest rate swaps and <strong>for</strong>ward currency<br />

contracts. The purpose is to manage the interest rate<br />

and currency risks arising <strong>for</strong> <strong>RSDB</strong>’s operations and its<br />

sources of finance.<br />

It is <strong>RSDB</strong>’s policy that no trading in financial instruments<br />

shall be undertaken. The main risks arising from <strong>RSDB</strong>’s<br />

financial instruments are interest rate risk, liquidity risk,<br />

<strong>for</strong>eign currency risk and credit risk.<br />

The Management Board reviews and agrees policies <strong>for</strong><br />

managing each of these risks and they are summarised<br />

below.<br />

INTEREST RATE RISK<br />

<strong>RSDB</strong>’s policy is to manage its interest cost using a mix<br />

of fixed and variable rate debts. <strong>RSDB</strong>’s policy is to keep<br />

between 40% and 60% of its borrowings at fixed coupon.<br />

To manage this mix in a cost-efficient manner, <strong>RSDB</strong><br />

enters into interest rate swaps, in which <strong>RSDB</strong> agrees to<br />

exchange, at specified intervals, the difference between<br />

fixed and variable rate interest amounts calculated by<br />

reference to an agreed-upon notional principal amount.<br />

These swaps are designated to hedge underlying debt<br />

obligations.<br />

<strong>RSDB</strong>’s exposure to the risk <strong>for</strong> changes in market interest<br />

rate relates primarily to <strong>RSDB</strong>’s long-term obligations<br />

with a floating coupon.<br />

<strong>RSDB</strong> through an interest rate swap exchanged € 10<br />

million of variable debt in debt with an interest rate<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 81


of 3-month EURIBOR (at year-end <strong>2008</strong>: 4.08%) with a<br />

remaining term through 2012.<br />

A reduction or increase of interest rates by 1% would not<br />

result in a material change of the result or capital on the<br />

basis of the composition of the portfolio as at December<br />

31, <strong>2008</strong>.<br />

If at December 31, <strong>2008</strong> the EURIBOR interest rate<br />

had been 100 basis points higher/lower with all other<br />

variables constant, the result after tax <strong>for</strong> the year would<br />

have been € 0.05 million lower/higher (2007: € 0.05 million<br />

higher/lower).<br />

LIQUIDITY RISK<br />

The primary objective of cash management is making<br />

sure that there is sufficient cash, at any time and place,<br />

<strong>for</strong> <strong>RSDB</strong> to meet its obligations.<br />

<strong>RSDB</strong> has two committed credit facilities of € 25.0 million<br />

and € 39.8 million, respectively, a total of € 64.8 million<br />

(2007: € 67.4 million).<br />

For a more detailed review of the interest-bearing loans<br />

and lease obligations arranged in order on the basis<br />

of the end of the term reference is made to note 29.<br />

Further details concerning the derivatives can be found<br />

in note 22. For the short-term receivables and debts,<br />

there is a regular maturity calendar of 60 days.<br />

FOREIGN CURRENCY RISK<br />

<strong>RSDB</strong> has transactional currency exposures. Such exposure<br />

arises from sales or purchases by an operating unit<br />

in currencies other than the unit’s functional currency.<br />

Approximately 20% of <strong>RSDB</strong>’s sales are denominated<br />

in currencies other than the functional currency of the<br />

operating unit making the sale, whilst almost 95% of<br />

costs are denominated in the unit’s functional currency.<br />

<strong>RSDB</strong> requires all its operating units to use <strong>for</strong>ward<br />

currency contracts to eliminate the currency exposures<br />

on any individual transactions in excess of<br />

€ 0.1 million, <strong>for</strong> which payment is anticipated more than<br />

one month after <strong>RSDB</strong> has entered into a firm commitment<br />

<strong>for</strong> a sale or purchase. The <strong>for</strong>ward currency<br />

contracts must be in the same currency as the hedged<br />

item. It is <strong>RSDB</strong>’s policy not to enter into <strong>for</strong>ward<br />

contracts until a firm commitment is in place.<br />

It is <strong>RSDB</strong>’s policy to negotiate the terms of the hedge<br />

derivatives to match the terms of hedged item to<br />

maximise hedge effectiveness.<br />

If the euro had fallen/increased by 10% versus Sterling/<br />

Swedish Krona as at December 31, <strong>2008</strong> with all other<br />

variables constant, this would have had only a minimal<br />

impact on the result, in view of the hedging.<br />

A 10% increase or decline of the euro versus the Hungarian<br />

Forint would have increased/decreased the capital by<br />

EUR 0,2 million as at December 31, <strong>2008</strong>.<br />

CREDIT RISK<br />

The credit risk relates to non-observance of an obligation<br />

by another party. This concerns both actual late<br />

payments and negative valuation changes as a result<br />

of increased probability of late payments. <strong>RSDB</strong> has<br />

procedures and guidelines to limit the extent of credit<br />

risk <strong>for</strong> each party or in each market. These procedures<br />

and the spreading over a large number of clients limit the<br />

exposure of <strong>RSDB</strong> to credit risks.<br />

<strong>RSDB</strong> limits the credit risk by using credit limits per<br />

financial institution and by dealing exclusively with<br />

financial institutions with a high creditworthiness. As<br />

at the balance sheet date, there were no significant<br />

concentrations of credit risk.<br />

With regard to treasury activities <strong>RSDB</strong> ensures<br />

that financial transactions are only completed with<br />

counterparties which have a Moody’s credit rating of<br />

P1 (<strong>for</strong> short-term instruments) or A3 (<strong>for</strong> long-term<br />

instruments). On a business group level, the receivables<br />

are constantly monitored by the management of the<br />

groups, mainly due to breakdown by age (see note 20).<br />

The recognised credit risks, which are shown in the table,<br />

are thereby adequately accounted <strong>for</strong>. It is there<strong>for</strong>e not<br />

likely that significant losses will be incurred with regard<br />

to receivables not taken into account. The maximum<br />

credit risk to which <strong>RSDB</strong> is exposed equals the book<br />

value of the financial assets included in the balance<br />

sheets, including derivative financial instruments with<br />

a positive market value. As at the <strong>report</strong>ing date, there<br />

were no significant agreements or financial instruments<br />

available to reduce the maximum credit risk to which the<br />

company is exposed.<br />

In general, the maximum exposure to credit risk consists<br />

of the book value of financial assets, including financial<br />

derivatives, in the balance sheet.<br />

The following table shows the maximum credit risk:<br />

82 <strong>RSDB</strong> Annual Report <strong>2008</strong>


<strong>2008</strong> 2007<br />

Other Financial fixed<br />

1,157 1,350<br />

assets<br />

Trade receivables 70,953 78,977<br />

Other receivables 17,507 18,981<br />

Financial derivatives 87 271<br />

Cash and cash equivalents 1,558 1,909<br />

91,262 101,488<br />

FAIR VALUE<br />

The fair value of the assets and liabilities hardly deviates from the book value.<br />

Fair value financial instruments<br />

The table below shows an overview of the book value and the estimated fair value of financial instruments:<br />

book value at<br />

31-12-<strong>2008</strong><br />

fair value at<br />

31-12-<strong>2008</strong><br />

book value at<br />

31-12-2007<br />

fair value at<br />

31-12-2007<br />

Assets<br />

Other financial fixed assets 1,157 1,157 1,350 1,350<br />

Trade receivables 70,953 70,953 78,977 78,977<br />

Other receivables 17,507 17,507 18,981 18,981<br />

Financial derivatives 87 87 271 271<br />

Liabilities<br />

Risk-bearing loans 47,233 47,233 46,679 46,679<br />

Credit companies 25,988 25,988 11,804 11,804<br />

Trade and other liabilities 56,811 56,811 75,197 75,197<br />

The market value of financial instruments is determined on the basis of the following methods and starting points: cash,<br />

short-term investments, short-term receivables, short-term loans and other short-term financial obligations are included<br />

at their book value. These instruments approaches their market value. The market value of financial derivative products<br />

instruments is based on calculations, price quotations or quotations obtained from intermediaries.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 83


Annual Accounts - Notes to the consolidated financial statements<br />

35. Related party disclosures<br />

The consolidated financial statement includes the financial statements of <strong>RSDB</strong> and the subsidiaries listed below:<br />

country of % equity interest<br />

Situation as at December 31 incorporation <strong>2008</strong> 2007<br />

<strong>Roto</strong> <strong>Smeets</strong> De Boer Holding BV the Netherlands 100 100<br />

Sales offices<br />

<strong>Roto</strong> <strong>Smeets</strong> BV the Netherlands 100 100<br />

Associated companies:<br />

<strong>Roto</strong> <strong>Smeets</strong> Belgium NV/SA Belgium 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> Denmark A/S Denmark 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> Deutschland GmbH Germany 100 100<br />

Media Extra NV Belgium 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> France SA France 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> Ltd. United Kingdom 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> Sweden AB Sweden 100 100<br />

Print Productions<br />

<strong>Roto</strong> <strong>Smeets</strong> Deventer BV the Netherlands 100 100<br />

<strong>Roto</strong>pack BV the Netherlands 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> Etten BV the Netherlands 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> Utrecht BV the Netherlands 100 100<br />

Van Boekhoven Services BVBA Belgium 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> Weert BV the Netherlands 100 100<br />

Senefelder Misset BV the Netherlands 100 100<br />

Periodieken Services Holland BV the Netherlands 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> GrafiServices Eindhoven BV the Netherlands 100 100<br />

Nadruk Binders met een Accent BV the Netherlands 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> GrafiServices Utrecht BV the Netherlands 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> Grafische Nabewerking BV the Netherlands 100 100<br />

De Wit Grafische Projecten BV the Netherlands 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> Services BV the Netherlands 100 100<br />

Antok Nyomdaipari Kft. Hungary 85 85<br />

Marketing Communications<br />

Drukkerij H. van der Marck BV the Netherlands 100 100<br />

Associated companies:<br />

Media Partners <strong>Group</strong> BV the Netherlands 100 100<br />

Stamp BVBA België 100 100<br />

dem communications BV ***) the Netherlands - 100<br />

Draft Artwork & Designhouse NV the Netherlands 100 100<br />

InBetween Marketing Services BV*) the Netherlands - 100<br />

2organize BV*) the Netherlands - 100<br />

Leads to Loyals BV the Netherlands 100 100<br />

Logic Use BV**) the Netherlands - 100<br />

84 <strong>RSDB</strong> Annual Report <strong>2008</strong>


country of % equity interest<br />

Situation as at December 31 incorporation <strong>2008</strong> 2007<br />

Minority participations<br />

Business Media BV the Netherlands 40 40<br />

Discontinued operations<br />

<strong>RSDB</strong> Beheer BV the Netherlands 100 100<br />

Associated companies:<br />

Henkes Senefelder BV the Netherlands 100 100<br />

<strong>Roto</strong> <strong>Smeets</strong> De Boer Personeels BV the Netherlands 100 100<br />

Vlasveld Drukkers Holding BV the Netherlands 100 100<br />

*) As at July 11, 2007 sold to Signum <strong>Group</strong> BV.<br />

**) As at December 11, 2007 sold to Adnovate Holding BV<br />

***) As at June 13, <strong>2008</strong>, legally merged with MediaPartners <strong>Group</strong> BV<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 85


Annual Accounts - Notes to the consolidated financial statements<br />

Apart from participations with managerial control, the Management Board and Supervisory Board can be classified as<br />

parties associated to <strong>RSDB</strong> NV.<br />

In the <strong>report</strong>ing year there were no transactions between this group of employees and <strong>RSDB</strong> NV other than those arising<br />

from their labour contracts and outlined under note 36.<br />

36. Remuneration of members of the Management Board and the Supervisory Board<br />

Management Board <strong>2008</strong> 2007<br />

(x € 1) fixed<br />

periodical<br />

variable<br />

fixed<br />

periodical<br />

pensioncommitments<br />

pensioncommitments<br />

variable<br />

J.P. Caris 407,040 97,131 93,600 367,398 76,806 85,898<br />

E.H.O.M. Bouwman 257,619 76,000 67,440 119,926 37,551 -<br />

664,659 173,131 161,040 487,324 114,357 85,898<br />

In addition to the remuneration stated above, ‘Phantom Shares’ were granted to the members of the Management<br />

Board. The following table shows the number of ‘Phantom Shares’ granted to individual members of the Management<br />

Board:<br />

phantom shares<br />

number<br />

granted till<br />

<strong>2008</strong><br />

granting<br />

date<br />

expiration<br />

market value on<br />

granting date<br />

31-12-<strong>2008</strong><br />

J.P. Caris 5,000 May 1, 2007 3 years 214,500 84,500<br />

E.H.O.M. Bouwman 2,531 July 1, 2007 4 years 104,289 42,778<br />

As at December 31, <strong>2008</strong>, commitments on account of ‘Phantom Shares’ amounted to € 127.278 (2007: € 88,725). In <strong>2008</strong>,<br />

on account of the ‘Phantom Share-based payment’ programme, an amount of € 38,553 (2007: € 88,725) was included<br />

under personnel costs in the profit and loss account.<br />

At the closing date, provided the recipient is still employed by the company, the market value of the granted ‘Phantom<br />

Shares’ plus the dividend <strong>for</strong> the term will be paid out in cash.<br />

In case of a premature discontinuation of the employment, or at a so-called ‘Change of Control’, payment in cash will<br />

take place in proportion to the period of employment. The market value is determined on the basis of the average share<br />

price during a period of three months prior to the end of the term.<br />

situation phantom shares<br />

Outstanding on<br />

January 1<br />

granted<br />

during year<br />

Outstanding on<br />

December 31<br />

2007 - 2,844 2,844<br />

<strong>2008</strong> 2,844 4,687 7,531<br />

86 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Supervisory Board <strong>2008</strong> 2007<br />

(x € 1) fixed<br />

remuneration<br />

reimbursement<br />

of expenses<br />

fixed<br />

remuneration<br />

reimbursement<br />

of expenses<br />

D.J. Montgomery 28,979 4,000 25,957 4,000<br />

H.C.A. Groenen 23,082 2,000 20,965 2,000<br />

A.P. Lugt 25,531 3,000 23,461 3,000<br />

H.C.P. Noten 23,082 2,000 20,965 2,000<br />

100,674 11,000 91,348 11,000<br />

Positions in <strong>RSDB</strong> shares as at December 31 <strong>2008</strong> 2007<br />

A.P. Lugt 1,000 1,000<br />

37. Paid-out and proposed dividend<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Declared and paid-out dividend during the financial year<br />

Dividend on ordinary shares <strong>for</strong> 2007 € 1.76 (2006: € 1.76) 5,785 5,785<br />

Proposed <strong>for</strong> adoption to the General Meeting of Shareholders*)<br />

Dividend on ordinary shares <strong>for</strong> <strong>2008</strong> € - (2007: € 1.76) - 5,785<br />

*) Not included as liability as at December 31.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 87


Annual Accounts - Company financial statements<br />

General<br />

The company financial statements were drawn up on the<br />

basis of Part 9 of Book 2 of the Netherlands Civil Code,<br />

using the possibility offered by article 2:362 sub 8 of the<br />

Netherlands Civil Code allowing the IFRS principles to be<br />

used as applied in the consolidated <strong>annual</strong> accounts.<br />

PRINCIPLES OF VALUATION AND RESULT<br />

DETERMINATION<br />

For the principles of valuation and result determination<br />

we refer to the principles as included in the notes to the<br />

consolidated <strong>annual</strong> accounts, as these also apply to the<br />

company <strong>annual</strong> accounts, unless stated otherwise.<br />

PARTICIPATIONS<br />

The participations in group companies are valued at net<br />

asset value. The <strong>report</strong>ing dates of the group companies<br />

are the same and the principles <strong>for</strong> financial <strong>report</strong>ing are<br />

in accordance with those of <strong>RSDB</strong> <strong>for</strong> similar transactions<br />

and events in similar conditions.<br />

88 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Annual Accounts - Company profit and loss account<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Other results (after taxation) - 564 - 334<br />

Result group companies (after taxation) 1,918 5,781<br />

Net result 1,354 5,447<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 89


Annual Accounts- Company balance sheet as at December 31<br />

(x € 1,000) Notes <strong>2008</strong> 2007<br />

ASSETS<br />

Financial fixed assets<br />

Associated company <strong>Roto</strong> <strong>Smeets</strong> De Boer Holding BV 1 153,508 151,927<br />

Current assets<br />

Tax 1,610 4,607<br />

Other receivables - -<br />

1,610 4,607<br />

Total assets 155,118 156,534<br />

90 <strong>RSDB</strong> Annual Report <strong>2008</strong>


(x € 1,000) Notes <strong>2008</strong> 2007<br />

EQUITY AND LIABILITIES<br />

Shareholders’ equity<br />

Share capital issued 2 16,451 16,451<br />

Share premium 3 12,833 12,833<br />

Retained earnings and other reserves 4 100,888 105,656<br />

130,172 134,940<br />

Provisions<br />

Deferred tax 1,726 2,228<br />

Current liabilities<br />

Loans <strong>Roto</strong> <strong>Smeets</strong> De Boer Holding BV 23,148 19,290<br />

Other liabilities 72 76<br />

23,220 19,366<br />

Total equity and liabilities 155,118 156,534<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 91


Annual Accounts - Company statement of changes in equity <strong>for</strong> the<br />

year ended December 31, <strong>2008</strong><br />

(x € 1,000) issued<br />

capital<br />

share<br />

premium<br />

retained<br />

earnings<br />

other<br />

reserves<br />

total<br />

Balance as at January 1, <strong>2008</strong> 16,451 12,833 105,745 - 89 134,940<br />

Result from participations - - - - 579 - 579<br />

Value changes <strong>for</strong>ward currency contracts - - - 242 242<br />

Total income and expense <strong>for</strong> the year<br />

recognised directly in equity - - - -337 - 337<br />

Result <strong>for</strong> the year - - 1,354 - 1,354<br />

Total income and expense <strong>for</strong> the year - - 1,354 - 337 1,017<br />

Dividend payment - - - 5,785 - - 5,785<br />

- - - 4,431 - 337 - 4,768<br />

Balance as at December 31, <strong>2008</strong> 16,451 12,833 101,314 - 426 130,172<br />

92 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Annual Accounts - Company statement of changes in equity <strong>for</strong> the<br />

year ended December 31, 2007<br />

(x € 1,000) issued<br />

capital<br />

share<br />

premium<br />

retained<br />

earnings<br />

other<br />

reserves<br />

total<br />

Balance as at January 1, 2007 16,451 12,833 106,083 52 135,419<br />

Result from participations - - - - 382 - 382<br />

Value changes <strong>for</strong>ward currency contracts - - - 312 312<br />

Other changes - - - - 71 - 71<br />

Total income and expense <strong>for</strong> the year<br />

recognised directly in equity - - - - 141 - 141<br />

Result <strong>for</strong> the year - - 5,447 - 5,447<br />

Total income and expense <strong>for</strong> the year - - 5,447 - 141 5,306<br />

Dividend payment - - - 5,785 - - 5,785<br />

- - - 338 - 141 - 479<br />

Balance as at December 31, 2007 16,451 12,833 105,745 - 89 134,940<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 93


Annual Accounts - Notes to the company balance sheet<br />

1. Financial fixed assets<br />

GROUP COMPANIES<br />

Changes in the company’s share in group companies:<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Balance as at January 1 151,927 146,216<br />

Result group companies 1,918 5,781<br />

Result from participations - 579 - 382<br />

Value changes <strong>for</strong>ward currency contracts 242 312<br />

Balance as at December 31 153,508 151,927<br />

Shareholders’ equity<br />

AUTHORISED SHARE CAPITAL<br />

The company’s authorised share capital amounts to € 85 million and is divided into 8,500,000 ordinary shares and<br />

8,500,000 preference shares, with a nominal value of € 5 each.<br />

OPTION RIGHT STICHTING PREFERENTE AANDELEN<br />

The ‘Stichting Preferente Aandelen’ has an option right to acquire a maximum of 3,290,274 preference shares of which<br />

25% is payable, or € 4,112,843. To be able to exercise this option right, the ‘Stichting Preferente Aandelen’ has a financing<br />

arrangement. In the General Meeting of Shareholders of <strong>RSDB</strong> of April 20, 2000 the proposal was adopted to grant the<br />

Stichting an option to acquire a number of <strong>RSDB</strong> preference shares equalling the number of issued ordinary <strong>RSDB</strong> shares<br />

minus one.<br />

On the preference shares, from the disposable profit, taking precedence over the ordinary shares, a percentage is<br />

paid over the amount paid-in <strong>for</strong> these shares. This percentage is based on the repo rate of interest determined by the<br />

European Central Bank, increased by 2.25%. No further profit distribution takes place on the preference shares.<br />

2. Share capital issued<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Balance as at January 1 16,451 16,451<br />

Changes - -<br />

Balance as at December 31 16,451 16,451<br />

The share capital relates to 3,290,275 issued and fully-paid shares of € 5 nominal value each.<br />

3. Share premium<br />

Balance as at January 1 12,833 12,833<br />

Changes - -<br />

Balance as at December 31 12,833 12,833<br />

From a fiscal point of view this share premium can be considered as paid-up capital.<br />

94 <strong>RSDB</strong> Annual Report <strong>2008</strong>


4. other reserves<br />

(x € 1,000) <strong>2008</strong> 2007<br />

Balance as at January 1 105,656 106,135<br />

Result financial year 1,354 5,447<br />

Value changes <strong>for</strong>ward currency contracts 242 312<br />

Result from participations - 579 - 382<br />

Dividend payment - 5,785 - 5,785<br />

Other changes - - 71<br />

Balance as at December 31 100,888 105,656<br />

(x € 1,000) retained<br />

earnings<br />

currency<br />

translation<br />

reserve<br />

reserve nonrealised<br />

results<br />

total<br />

<strong>2008</strong><br />

Balance as at January 1 105,745 - 120 31 105,656<br />

Result from participations - - 579 - - 579<br />

Result financial year 1,354 - - 1,354<br />

Dividend payment - 5,785 - - - 5,785<br />

Value changes <strong>for</strong>ward currency contracts - - 242 242<br />

Balance as at December 31 101,314 - 699 273 100,888<br />

2007<br />

Balance as at January 1 106,083 262 - 210 106,135<br />

Result from participations - - 382 - - 382<br />

Result financial year 5,447 - - 5,447<br />

Dividend payment - 5,785 - - - 5,785<br />

Value changes <strong>for</strong>ward currency contracts - - 312 312<br />

Other changes - - - 71 - 71<br />

Balance as at December 31 105,745 - 120 31 105,656<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 95


Annual Accounts - Notes to the company balance sheet<br />

Dividend<br />

As referred to in the paragraph Dividend policy in the<br />

Report of the Management Board on page 17.<br />

Contingent liabilities<br />

For the contingent liabilities is referred to note 33 of the<br />

consolidated accounts.<br />

Renumeration of members of the Management Board<br />

and the Supervisory Board<br />

For the remuneration of the Management Board and the<br />

Supervisory Board is referred to note 36 of the consolidated<br />

accounts.<br />

Number of employees<br />

Both in <strong>2008</strong> and in 2007, the company had no<br />

employees.<br />

Service fees external auditor<br />

The total service fees charged to the corporate body<br />

in the financial year <strong>for</strong> the audit of the <strong>2008</strong> <strong>annual</strong><br />

accounts amounted to € 405,000 (2007: € 385,000). The<br />

costs <strong>for</strong> other audits in <strong>2008</strong> amounted to € 143,000<br />

(2007: € 222,000). Charges regarding audit related<br />

services in <strong>2008</strong> amounted to € 66,000 (2007: € 403,000).<br />

The audit related services in <strong>2008</strong> are in connection with<br />

services <strong>for</strong> the intended public offer by HHBV. The audit<br />

related services in 2007 were in connection with services<br />

in relation to the unsuccessful takeover of the European<br />

printing activities of Quebecor World Europe.<br />

96 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Other in<strong>for</strong>mation - Statutory provisions concerning profit<br />

appropriation<br />

1. The Company may distribute the profit to the shareholders<br />

and other parties entitled to distributable<br />

profit only to the extent that its shareholders’ equity<br />

exceeds the sum of the called and paid portion of the<br />

capital and the reserves which are required by law to<br />

be maintained.<br />

2. From the distributable profit, an <strong>annual</strong> payment<br />

shall first be made on the preference shares equal<br />

to the percentage referred to hereinafter of the<br />

amount compulsory paid in on those shares. The percentage<br />

stated above equals the refunding rate as<br />

established by the European Central Bank – weighted<br />

to the number of days <strong>for</strong> which the percentage was<br />

in <strong>for</strong>ce – during the financial year <strong>for</strong> which the payment<br />

is made, augmented by two and one quarter<br />

percent (2.25%). No further payments are made on<br />

the preference shares.<br />

3. The Management Board shall be empowered, with<br />

the prior approval of the Supervisory Board, to add<br />

the profit remaining after application of the previous<br />

paragraph in whole or in part to the reserves.<br />

8. The General Meeting of Shareholders may resolve to<br />

charge a distribution from profit to a distributable<br />

reserve only on the basis of an Management Board<br />

proposal to that effect which has been approved by<br />

the Supervisory Board.<br />

9. The General Meeting of Shareholders may resolve,<br />

on the basis of an Management Board proposal<br />

to that effect which has been approved by the<br />

Supervisory Board, to make distributions in the <strong>for</strong>m<br />

of shares and / or depositary receipts <strong>for</strong> shares in<br />

the Company, without prejudice to the provisions of<br />

Article 4 of these Articles of Association.<br />

10. Unless the General Meeting of Shareholders determines<br />

otherwise, distributions shall be made payable<br />

fourteen days after the fixing thereof, at a time and<br />

place to be determined by the Management Board.<br />

11. The claim on the part of shareholders shall lapse and<br />

revert to the Company on expiry of a term of five<br />

years, calculated from the second day on which the<br />

claim becomes payable on demand.<br />

4. Any profit remaining after the addition to the<br />

reserves as referred to in the previous paragraph<br />

shall be at the disposal of the General Meeting of<br />

Shareholders.<br />

5. Distribution of profit shall take place following adoption<br />

of the <strong>annual</strong> accounts from which it is apparent<br />

that such distribution is justified.<br />

6. In the event that the General Meeting of Shareholders<br />

does not resolve to distribute profit <strong>for</strong> any<br />

financial year, that profit shall be added to the<br />

reserves.<br />

7. The Management Board, with the approval of the<br />

Supervisory Board, may decide to make an interim<br />

distribution if the requirements of paragraph 1 of<br />

this Article have been met as evidenced by an interim<br />

statement of assets and liabilities, as referred to<br />

in Section 2:105, subsection 4 of the Netherlands<br />

Civil Code, which statement must be deposited at<br />

the offices of the Commercial Register within eight<br />

days after the day on which the decision to make the<br />

distribution is published. The provisions of paragraph<br />

9 of this Article shall apply mutatis mutandis to the<br />

payment of an interim distribution.<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 97


Auditor’s <strong>report</strong><br />

To the General Meeting of Shareholders of <strong>RSDB</strong> NV<br />

Auditor’s <strong>report</strong><br />

REPORT ON THE FINANCIAL STATEMENTS<br />

We have audited the financial statements <strong>2008</strong> of<br />

<strong>RSDB</strong> NV, Deventer (statutory office in Hilversum). The<br />

financial statements consist of the consolidated financial<br />

statements and the company financial statements.<br />

The consolidated financial statements comprise the<br />

consolidated balance sheet as at 31 December <strong>2008</strong> the<br />

profit and loss account, statement of changes in equity<br />

and cash flow statement <strong>for</strong> the year then ended, and<br />

a summary of significant accounting policies and other<br />

explanatory notes. The company financial statements<br />

comprise the company balance sheet as at 31 December<br />

<strong>2008</strong> the company profit and loss account <strong>for</strong> the year<br />

then ended and the notes.<br />

Management’s responsibility<br />

Management is responsible <strong>for</strong> the preparation and fair<br />

presentation of the financial statements in accordance<br />

with International Financial Reporting Standards as<br />

adopted by the European Union and with Part 9 of Book<br />

2 of the Netherlands Civil Code and <strong>for</strong> the preparation<br />

of the management board <strong>report</strong> in accordance with<br />

Part 9 of Book 2 of the Netherlands Civil Code. This<br />

responsibility includes: designing, implementing and<br />

maintaining internal control relevant to the preparation<br />

and fair presentation of the financial statements that are<br />

free from material misstatement, whether due to fraud<br />

or error; selecting and applying appropriate accounting<br />

policies; and making accounting estimates that are<br />

reasonable in the circumstances.<br />

Auditor’s responsibility<br />

Our responsibility is to express an opinion on the<br />

financial statements based on our audit. We conducted<br />

our audit in accordance with Dutch law. This law requires<br />

that we comply with ethical requirements and plan<br />

and per<strong>for</strong>m the audit to obtain reasonable assurance<br />

whether the financial statements are free from material<br />

misstatement.<br />

An audit involves per<strong>for</strong>ming procedures to obtain<br />

audit evidence about the amounts and disclosures in the<br />

financial statements. The procedures selected depend on<br />

the auditor’s judgment, including the assessment of the<br />

risks of material misstatement of the financial statements,<br />

whether due to fraud or error. In making those<br />

risk assessments, the auditor considers internal control<br />

relevant to the entity’s preparation and fair presentation<br />

of the financial statements in order to design audit<br />

procedures that are appropriate in the circumstances,<br />

but not <strong>for</strong> the purpose of expressing an opinion on the<br />

effectiveness of the entity’s internal control. An audit<br />

also includes evaluating the appropriateness of accounting<br />

policies used and the reasonableness of accounting<br />

estimates made by management, as well as evaluating<br />

the overall presentation of the financial statements.<br />

We believe that the audit evidence we have obtained is<br />

sufficient and appropriate to provide a basis <strong>for</strong> our audit<br />

opinion.<br />

Opinion with respect to the consolidated financial statements<br />

In our opinion, the consolidated financial statements<br />

give a true and fair view of the financial position of<br />

<strong>RSDB</strong> NV as at 31 December <strong>2008</strong> and of its result and its<br />

cash flows <strong>for</strong> the year then ended in accordance with<br />

International Financial Reporting Standards as adopted<br />

by the European Union and with Part 9 of Book 2 of the<br />

Netherlands Civil Code.<br />

Opinion with respect to the company financial statements<br />

In our opinion, the company financial statements give<br />

a true and fair view of the financial position of <strong>RSDB</strong><br />

NV as at 31 December <strong>2008</strong> and of its result <strong>for</strong> the year<br />

then ended in accordance with Part 9 of Book 2 of the<br />

Netherlands Civil Code.<br />

REPORT ON OTHER LEGAL AND REGULATORY REQUIRE‐<br />

MENTS<br />

Pursuant to the legal requirement under 2:393 sub 5 part<br />

f of the Netherlands Civil Code, we <strong>report</strong>, to the extent<br />

of our competence, that the management board <strong>report</strong><br />

is consistent with the financial statements as required by<br />

2:391 sub 4 of the Netherlands Civil Code.<br />

Amsterdam, March 18, 2009<br />

Ernst & Young Accountants LLP,<br />

signed by J.C. Besters RA<br />

98 <strong>RSDB</strong> Annual Report <strong>2008</strong>


Statement by the Management Board<br />

To the General Meeting of Shareholders of <strong>RSDB</strong> NV<br />

The Management Board of <strong>RSDB</strong> NV states that these<br />

<strong>annual</strong> accounts give a true and fair view of the company’s<br />

financial position and the result in accordance<br />

with the International Financial Reporting Standards<br />

(IFRS) as adopted within the European Union, as well as<br />

in accordance with Title 9 Book 2 of the Dutch Civil Code.<br />

The Management Board believes that the <strong>annual</strong><br />

accounts give a true and fair view of the assets, the<br />

liabilities, the financial position and the result of <strong>RSDB</strong> NV<br />

and the companies incorporated in the consolidation.<br />

The <strong>annual</strong> <strong>report</strong> gives a true and fair view of the<br />

position of the company as at the balance sheet date,<br />

the state of affairs during the financial year of <strong>RSDB</strong> NV<br />

and its connected companies, the in<strong>for</strong>mation of which is<br />

incorporated in its <strong>annual</strong> accounts. The substantial risks<br />

which confront <strong>RSDB</strong> have been described in the <strong>annual</strong><br />

<strong>report</strong>.<br />

Deventer, March 18, 2009<br />

Management Board<br />

J.P. Caris, CEO<br />

Drs E.H.O.M. Bouwman, CFO<br />

Supervisory Board<br />

D.J. Montgomery, chairman<br />

Drs. A.P. Lugt, vice chairman<br />

H.C.A. Groenen<br />

Drs. H.C.P. Noten<br />

<strong>RSDB</strong> Annual Report <strong>2008</strong> 99


Foundation ‘Stichting Preferente Aandelen <strong>RSDB</strong> NV’<br />

Objective<br />

The objective of the Foundation ‘Stichting Preferente<br />

Aandelen <strong>RSDB</strong> NV’ is to protect the interests of the<br />

company in such a way that the interests of the company<br />

and of all associated parties are protected in the best<br />

possible way, and that all influences which could infringe<br />

the independence and/or the continuity and/or the<br />

identity of the company against these interests are<br />

resisted to the best of the foundation’s abilities, as well<br />

as per<strong>for</strong>ming all actions which relate to or promote the<br />

above.<br />

The Foundation aims to achieve its objective by acquiring<br />

and holding preference shares in the capital of the<br />

company and by exercising the rights connected with<br />

these shares, including in particular the voting rights on<br />

these shares.<br />

Rights of the Foundation<br />

In the <strong>RSDB</strong> General Meeting of Shareholders of April 20,<br />

2000, the proposal was adopted to grant the foundation<br />

‘Stichting Preferente Aandelen <strong>RSDB</strong> NV’ an option to<br />

take up <strong>RSDB</strong> preference shares to the maximum amount<br />

of shares issued at that moment. At year-end <strong>2008</strong>, the<br />

foundation held option rights on 3,290,274 preference<br />

shares.<br />

Management Board<br />

The Management Board of the Stichting Preferente<br />

Aandelen consists of three independent members.<br />

The following retirement schedule applies, in accordance<br />

with the rota and Articles of Association:<br />

appointed reappointed available <strong>for</strong><br />

re-election<br />

M.W. den Boogert 2005 <strong>2008</strong> 2011<br />

R.P. Voogd 1999 2006 2009<br />

W.H. Weiland 2005 2007 2010<br />

Declaration of Independence<br />

The board of the foundation ‘Stichting Preferente<br />

Aandelen <strong>RSDB</strong> NV’ and the Executive Board of <strong>RSDB</strong><br />

together declare that in their opinion the Foundation<br />

‘Stichting Preferente Aandelen <strong>RSDB</strong> NV’ is independent<br />

from <strong>RSDB</strong> as referred to in article 5:71 paragraph 1 sub c<br />

of the Act on Financial Supervision.<br />

Deventer, 18 March 2009<br />

Management Board <strong>RSDB</strong> NV<br />

Management Board of the Stichting Preferente Aandelen<br />

<strong>RSDB</strong> NV<br />

At a meeting held on December 18, <strong>2008</strong>, <strong>RSDB</strong> granted<br />

the Foundation the right to make a request as referred<br />

to in article 2:345 of the Netherlands Civil Code. This<br />

right may be exercised independently by the Foundation,<br />

separate from the option right.<br />

100 <strong>RSDB</strong> Annual Report <strong>2008</strong>


<strong>RSDB</strong> NV<br />

as from May 1, 2009<br />

<strong>Roto</strong> <strong>Smeets</strong> <strong>Group</strong> NV<br />

Hunneperkade 17004<br />

7418 BT Deventer<br />

P.O. Box 822<br />

NL-7400 AV Deventer<br />

Telephone : +31 570 694900<br />

Fax : +31 570 694100<br />

E-mail : info@rsdb.com<br />

Site : www.rsdb.com<br />

Chamber of Commerce:<br />

entered in the Commercial Register Deventer<br />

under no. 32017953<br />

DESIGN<br />

Caroline van den Akker<br />

PHOTOGRAPHY<br />

Marco Hamoen Photography, Bodegraven<br />

PRESS AND PRINTING BY<br />

<strong>Roto</strong> <strong>Smeets</strong> GrafiServices Utrecht BV<br />

The cover is printed on the KBA JumboPress at<br />

<strong>Roto</strong> <strong>Smeets</strong> GrafiServices Eindhoven BV<br />

FINISHING<br />

Epping boekbinders BV, Woerden<br />

SCS-COC-00812<br />

In the event of any difference of interpretation,<br />

the Dutch original of this English translation shall apply<br />

throughout this Annual Report on <strong>2008</strong> of <strong>RSDB</strong> NV.

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