Full RSDB annual report for 2008 - Roto Smeets Group

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as other factors that influence corporate growth. • The fixed component of the remuneration is indexed according to the GrafiMedia Collective Labour Agreement (CAO). • A short-term (1 year) variable component links the remuneration of the individual members of the Management Board to the group’s performance. This variable component is based on the development of EBITDA in relation to the average capital invested. It is stated that the variable component may never exceed the one year fixed component. Payment of variable remuneration in a given year is based on developments in the previous year. • Over the longer term RSDB has a bonus based on a number of virtual shares (phantom shares), paid at the end of a predetermined period at the rate obtaining at that time. • The members of the Management Board have a pension scheme which is basically similar to that which applies to the majority of RSDB employees. The pension scheme is non-contributory. The complete policy can be found on the group’s website. The financial consequences of this policy in 2008 can be found in the appropriate chapters of the annual accounts. Conclusion The group’s desire to play a part in the industry’s consolidation as a counter to increasing pressure on margins has been hampered by external factors for a number of years. This imposes an onerous burden on all RSDB stakeholders. The Supervisory Board is therefore grateful for the patience, flexibility and understanding displayed by all those involved. Deventer, March 18, 2009 Supervisory Board RSDB Annual Report 2008 7
Report of the Management Board General For the first time in the history of the printing industry, the 4th quarter, on a European scale, showed a negative trend with regard to capacity utilisation and profit development. The consequences of the financial crisis and the connected economic developments are felt deeply in the market. Printing companies are among the first companies to feel the signals of a faltering economy. In the second half-year, this translated into order portfolios not equal to what is usual in our industry. This once more emphasises the need for an extensive consolidation, both on a local and on a European level, to reduce the excess capacity and consequently restoring returns within the printing industry to healthy levels. The pressure on the printing industry from the market is increasing evermore, also for RSDB. While since 2000 we brought down the number of regular employees at Print Productions by more than 500, as a result of cost savings – 2000 and 2008 comparable 1 on 1, so excluding divestments – in that same period our total tonnage of printed paper increased by nearly 20%, from 349,000 to 414,000 tonnes excluding the sheetfed printing facilities. All this resulted in a productivity improvement of more than 50% per employee: from 146 to 223 tonnes of paper. Paper volumes in the Western European market in 2008 were on average lower than in 2007: paper for newspapers 2% lower, coated paper 4% lower and SC paper 3% higher. Recovered paper merchants have mentioned a 20% decline in November and December. The trend continued in January 2009. Paper factories want to and will go even further with regard to reducing capacity, because all they have done until this moment has proved to be insufficient, in the light of the drastically changed conditions. Machine suppliers are waiting in line to issue a profit warning. In short, almost all suppliers within our chain are in trouble, as a result of the developments in our industry. As stated earlier, the focus of the group on printing activities in 2008 led to an investigation into the feasibility of a possible divestment of MediaPartners Group. At this moment, this investigation has not yet given us a satisfactory solution. As stated last year, RSDB aims to increase the presence of the Roto Smeets brand name in the market, looking to bring back the Roto Smeets name in the name of the holding company. After adoption of the amendment of the Articles of Association with regard to the name change, as from May 1, 2009, RSDB NV will be renamed Roto Smeets Group NV. Consolidation RSDB has for years made a huge effort to fight the downward trend in the printing market, by trying to start the so very necessary consolidation process within Europe (see illustration). It has been a major disappointment for us that this has not been done yet. Not by RSDB, and not by other parties. To make this review complete, we look back on the most recent developments of the process. As the Management Board was to play a role in the organisation to be formed, and this could cause a conflict of interest, it did not partake in the direct negotiations. These were conducted by Hombergh/De Pundert Group (HHBV), the major shareholders and a committee from the Supervisory Board. August 2005 May 2006 February 2007 May 2007 August 2007 December 2007 March 2008 July 2008 September 2008 Start talks industrial party about possible offer on RSDB Start talks Quebecor World Europe about merger 2e stage QWE. QWI wants majority shares RSDB. Mandatory bid is problem. 1st announcement intended bid HHBV Withdrawal HHBV related to not get timely funding Termination talks because of lack of finances 1e stage QWE. Offer by RSDB rejected by major shareholder QWI 3rd stage QWE. Bid RSDB on QWE is voted against by shareholders Update intended bid HHBV 8 RSDB Annual Report 2008
Page 1 and 2: RSDB in 2008 Annual Report
Page 3 and 4: Chairman’s report Dear shareholde
Page 5: Report of the Supervisory Board The
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Auditor’s report To the General M
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Foundation ‘Stichting Preferente
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Full RSDB annual report for 2008 - Roto Smeets Group

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