Full RSDB annual report for 2008 - Roto Smeets Group
Full RSDB annual report for 2008 - Roto Smeets Group
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>
ELS011_001 COVER.indd 1 10-03-2009 16:35:30<br />
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<strong>RSDB</strong> is one of the top five independent printing<br />
businesses in Europe that use paper as the most<br />
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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Senefelder Misset and Antok Nyomdaipari, consists of<br />
a sales organisation with its own sales offices in seven<br />
countries within the European Union. <strong>Roto</strong> <strong>Smeets</strong> is<br />
by far the market leader in the Netherlands. In northwestern<br />
Europe, <strong>Roto</strong> <strong>Smeets</strong> has an approximate 5%<br />
share of the market.<br />
<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.