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Annual Report 2006 - TenCate

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<strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

Royal Ten Cate


WE WANT TO BE KNOWN FOR THE DIFFERENCE WE MAKE, THIS IS THE FOCUS OF OUR TAGLINE<br />

‘Materials’ best describes all our<br />

products. Our materials are at the<br />

crossroads of textile technology<br />

and chemical processes.<br />

We play an active role, contributing<br />

to progress in our industries.<br />

We bring measurable benefits to our customers<br />

through the functionality of our materials.<br />

Commercial overview


Commercial overview<br />

The division into market groups is based on the clustering of operating companies which co-operate intensively in the field of production technology,<br />

research and development, marketing and sales. These market groups are combined into sectors. A complete overview of the legal entities which make<br />

up the group can be found on the inside back cover.<br />

ADVANCED TEXTILES<br />

& COMPOSITES SECTOR<br />

PROTECTIVE & OUTDOOR FABRICS<br />

� <strong>TenCate</strong> Protect<br />

� <strong>TenCate</strong> Protective Fabrics USA<br />

� <strong>TenCate</strong> Technical Fabrics<br />

Protective and safety fabrics for applications<br />

in specialist professions and industry and for<br />

outdoor applications<br />

AEROSPACE & ARMOUR<br />

COMPOSITES<br />

� <strong>TenCate</strong> Advanced Composites<br />

� <strong>TenCate</strong> Advanced Composites USA<br />

� <strong>TenCate</strong> Advanced Armour<br />

Composites for applications in the aerospace<br />

industry, bullet-, needle- and fragment-proof<br />

materials and specialist industrial applications<br />

� Countries where <strong>TenCate</strong><br />

is established or represented<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

GEOSYNTHETICS<br />

& GRASS SECTOR<br />

GEOSYNTHETICS<br />

� <strong>TenCate</strong> Geosynthetics EU<br />

� <strong>TenCate</strong> Geosynthetics North America<br />

� <strong>TenCate</strong> Geosynthetics Asia<br />

Synthetic fabrics, nonwovens and grids<br />

for applications in civil engineering,<br />

the environmental market, the<br />

construction industry, agriculture,<br />

sport and recreation<br />

GRASS<br />

� <strong>TenCate</strong> Thiolon<br />

� <strong>TenCate</strong> Thiolon North America<br />

� <strong>TenCate</strong> Thiobac<br />

Artificial grass systems and components<br />

(fibres, backing, infill and sub-base) for topflight<br />

sports and recreational and landscape<br />

applications<br />

<strong>TenCate</strong> Cetex®<br />

This is <strong>TenCate</strong> Cetex, a thermoplastic composite material<br />

that is qualified for various applications in the aircraft<br />

industry. The material stands out because of its excellent<br />

mechanical characteristics, such as fire safety and high<br />

surface quality. It is also light in weight.<br />

<strong>TenCate</strong> Cetex is used by Boeing and Airbus, among others,<br />

in the wings, floor components, baggage compartments and<br />

other interior parts of aircraft such as the A340, A380, Boeing<br />

747 and Boeing 787.<br />

Thermoplastic composites can be formed by manufacturers<br />

into any required shape under specific temperature and<br />

pressure. They can also easily be recycled.


TECHNICAL COMPONENTS<br />

SECTOR<br />

TENCATE ENBI<br />

(Technical) rollers and components based on<br />

rubber and foam technology for paper transport<br />

and image transfer in printers, copiers, fax<br />

machines, postal sorting machines, automated<br />

teller machines, insulation and heating<br />

systems<br />

BUSINESS KEY<br />

Trading in technical products for agriculture,<br />

horticulture, industry and construction<br />

Profile<br />

Royal Ten Cate (<strong>TenCate</strong>) is a multinational<br />

company which combines textile technology<br />

with related chemical processes in the development,<br />

production and marketing of functional<br />

materials. Various market applications<br />

are created around this technological basis.<br />

Within the strategic core activities, <strong>TenCate</strong><br />

presents itself as a developer and producer of<br />

specialist materials with high-quality, functional<br />

characteristics. <strong>TenCate</strong> stimulates and<br />

structures technological innovation and<br />

product and process development in such a<br />

way as to occupy long-term leading positions<br />

in markets.<br />

Materials that make a difference means that<br />

<strong>TenCate</strong> develops and produces materials that<br />

are distinctive. The materials are mostly incorporated<br />

in an end-product or system, as a<br />

result of which the end-product or system<br />

itself becomes distinctive. <strong>TenCate</strong> strives for<br />

an active process, in order to develop highquality,<br />

functional solutions jointly with<br />

partners and end-users. <strong>TenCate</strong> materials<br />

must be advanced, offering greater added<br />

value. <strong>TenCate</strong> materials are mainly used for:<br />

� safety and protection;<br />

� aerospace;<br />

� sport and recreation;<br />

� infrastructure and the environment.<br />

<strong>TenCate</strong> employs approximately 4,000 people<br />

worldwide* and strives to operate in an ethically<br />

and socially responsible way. On this<br />

basis it encourages employees to be both<br />

proactive and enterprising, as part of its aim of<br />

achieving progress for all stakeholders.<br />

* Including Roshield and Ten Cate Thiolon Middle East.<br />

Geographic breakdown of sales in <strong>2006</strong><br />

in per cent<br />

� By destination<br />

� By origin<br />

50<br />

45<br />

40<br />

35<br />

30<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

BELGIUM<br />

NETHERLANDS<br />

ENGLAND<br />

GERMANY<br />

AUSTRIA<br />

FRANCE<br />

OTHER EUROPE<br />

OTHER EU<br />

SPAIN<br />

ITALY<br />

REST OF THE WORLD<br />

ASIA<br />

USA, CANADA


<strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

Royal Ten Cate nv<br />

Commercial overview<br />

Profile<br />

Financial highlights<br />

Key developments in <strong>2006</strong><br />

Evaluation of action plans<br />

Actions for 2007<br />

Mission, strategy and objectives<br />

Foreword by the Chairman of the Executive Board<br />

The <strong>TenCate</strong> share<br />

<strong>Report</strong> of the Supervisory Board<br />

The Boards<br />

Materials that make a difference<br />

<strong>Report</strong> of the Executive Board<br />

General<br />

Financial performance<br />

SWOT analysis<br />

Challenges for <strong>TenCate</strong><br />

Information technology<br />

Personnel & Organisation<br />

Organisational development<br />

Socially responsible enterprise<br />

Post balance sheet events<br />

Outlook<br />

Corporate governance<br />

Risks and risk management<br />

Sector reports<br />

Advanced Textiles & Composites<br />

Geosynthetics & Grass<br />

Technical Components<br />

<strong>2006</strong> financial statements<br />

Additional data<br />

Ten-year summary<br />

Colophon<br />

Inside cover<br />

Inside cover<br />

3<br />

4<br />

5<br />

6<br />

7<br />

8<br />

10<br />

13<br />

16<br />

18<br />

20<br />

20<br />

20<br />

24<br />

24<br />

26<br />

27<br />

27<br />

29<br />

32<br />

33<br />

33<br />

35<br />

40<br />

42<br />

50<br />

60<br />

67<br />

120<br />

126<br />

Outside backcover


OPERATING RESULT<br />

AND NET PROFIT<br />

in millions of euros<br />

� Operating result<br />

� Net profit *<br />

2<br />

54<br />

48<br />

42<br />

36<br />

30<br />

24<br />

18<br />

12<br />

6<br />

0<br />

2002 2003 2004 2005 <strong>2006</strong><br />

FIGURES PER SHARE<br />

in euros<br />

� Cash flow *<br />

� Net profit *<br />

� Dividend<br />

3.6<br />

3.2<br />

2.8<br />

2.4<br />

2.0<br />

1.6<br />

1.2<br />

0.8<br />

0.4<br />

0.0<br />

2002 2003 2004 2005 <strong>2006</strong><br />

* Excluding extraordinary result 2002: + € 12.3 million<br />

and <strong>2006</strong> (sale Synbra) € 39.3 million.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

SALES PER SECTOR<br />

in millions of euros<br />

� Advanced Textiles & Composites<br />

� Geosynthetics & Grass<br />

� Technical Components<br />

450<br />

400<br />

350<br />

300<br />

250<br />

200<br />

150<br />

100<br />

50<br />

0<br />

2002 2003 2004 2005 <strong>2006</strong><br />

EBIT PER SECTOR<br />

in millions of euros<br />

� Advanced Textiles & Composites<br />

� Geosynthetics & Grass<br />

� Technical Components<br />

27<br />

24<br />

21<br />

18<br />

15<br />

12<br />

9<br />

6<br />

3<br />

0<br />

2002 2003 2004 2005 <strong>2006</strong>


Financial highlights<br />

in millions of euros, unless stated otherwise<br />

PROFIT AND LOSS ACCOUNT<br />

Revenues<br />

Operating result before depreciation & amortisation (EBITDA)<br />

Operating result (EBIT)<br />

Net profit<br />

Net profit excluding result from divested activities<br />

CASH FLOW<br />

Depreciation and amortisation<br />

Cash flow before change in working capital<br />

Changes in working capital<br />

Investments in tangible and intangible fixed assets<br />

Acquisitions/deconsolidations<br />

Cash flow from operating and investment activities<br />

RATIOS (%)<br />

Operating result as % of sales (EBIT margin)<br />

Operating result as % of net capital employed (RONA)<br />

Net profit as % of equity<br />

Risk capital/total capital (solvency ratio)<br />

PER SHARE DATA IN EUROS<br />

Net profit<br />

Net profit excluding result from sale of Synbra (basis of dividend)<br />

Net profit excluding all divested activities<br />

Cash flow **<br />

Dividend<br />

Payout in % **<br />

Shareholders’ equity<br />

OTHER KEY FIGURES<br />

Number of staff years at year-end<br />

* Adjusted for the purposes of comparison.<br />

** Excluding income from sale of Synbra.<br />

<strong>2006</strong><br />

770.5<br />

73.2<br />

50.1<br />

76.0<br />

34.0<br />

23.1<br />

65.7<br />

– 4.0<br />

43.0<br />

– 63.0<br />

68.9<br />

6.5<br />

14.4<br />

36.1<br />

48.8<br />

3.66<br />

1.76<br />

1.64<br />

2.88<br />

0.70<br />

40%<br />

11.33<br />

3,532<br />

2005<br />

686.5<br />

57.8<br />

38.5<br />

30.5<br />

26.8<br />

19.3<br />

59.2<br />

– 23.9<br />

26.2<br />

40.8<br />

– 45.0<br />

5.6<br />

15.3<br />

18.6<br />

36.5<br />

1.48<br />

1.48<br />

1.30<br />

2.42<br />

0.60<br />

40%<br />

8.75<br />

3,578<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 3<br />

*


Key developments in <strong>2006</strong><br />

� Sales growth of 12.2% to € 771 million,<br />

of which 4.9% was organic. The organic<br />

growth was mainly affected by the lower<br />

growth of the artificial grass activities.<br />

� Increase of 30% in the operating result to<br />

€ 50 million. On an organic basis, the rise<br />

was 17.6%. The increase occurred across<br />

a broad front, but resulted mainly from the<br />

activities in protective fabrics (US),<br />

geosynthetics, aerospace and armour composites<br />

and components for printers and<br />

copiers.<br />

� On a consolidated basis, the EBIT margin<br />

increased to 6.5%. Significant growth was<br />

achieved in the Advanced Textiles & Composites<br />

sector. A decrease was recorded in<br />

the Geosynthetics & Grass sector.<br />

� Net profit grew by 26.5% to € 34 million,<br />

excluding the result from divestments of<br />

€ 42 million. The reported net profit is € 76<br />

million.<br />

4<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

� Sales and results in the Grass group fell<br />

short of expectations. Measures were<br />

announced in the fourth quarter which will<br />

strengthen <strong>TenCate</strong>’s market position in<br />

the artificial grass market and consequently<br />

improve the margins.<br />

� Major advances were made with regard to<br />

the fix it/exit policy with the divestments<br />

of Synbra Group (50%) and Plasticum.<br />

� Polyfelt was fully integrated in <strong>TenCate</strong><br />

Geosynthetics, which now operates worldwide<br />

as a single integrated group and has<br />

become engaged in large projects.<br />

� Significant growth was achieved in<br />

America in the field of protective fabrics.<br />

Large military orders have been<br />

announced.<br />

� <strong>TenCate</strong> Advanced Composites won new<br />

orders, including from Boeing (787) and<br />

Embraer. This will bolster future sales<br />

growth.<br />

� The acquisition of Roshield in Denmark<br />

(vehicle protection) was announced at the<br />

end of <strong>2006</strong>. This transaction is being<br />

completed at the start of 2007.<br />

� In mid-<strong>2006</strong> a declaration of intent was<br />

signed with the Province of Overijssel and<br />

the District of Hellendoorn with regard to<br />

urban development and concentration of<br />

industrial activities.


Evaluation of action plans<br />

Evaluation of action plans which were<br />

announced for <strong>2006</strong> in the 2005 annual report.<br />

� Corporate branding<br />

The corporate branding project was successfully<br />

completed. It included a critical<br />

assessment of our brand policy worldwide.<br />

This led among other things to greater<br />

commercial consistency. Our publications<br />

are now also being produced in the new<br />

house style.<br />

� Integration of Polyfelt<br />

The integration of Polyfelt proceeded<br />

according to plan. The Polyfelt organisation<br />

in Europe, Asia and Australia was<br />

successfully merged with <strong>TenCate</strong> Geosynthetics,<br />

the worldwide market leader in<br />

geosynthetics.<br />

� Progress of the acquisition<br />

and divestment policy<br />

Significant progress was made with regard<br />

to divestments. The interest in Synbra<br />

Group was sold with a book profit of<br />

€ 39 million. <strong>TenCate</strong> Plasticum was<br />

divested at the beginning of <strong>2006</strong> (book<br />

profit of € 3 million). <strong>TenCate</strong> made known<br />

during the year that it saw various possi-<br />

bilities for acquisitions. The acquisition of<br />

Roshield was announced at the beginning<br />

of December <strong>2006</strong>; the acquisition will<br />

considerably strengthen the activities in<br />

the field of ballistic vehicle protection.<br />

� Further strengthening and<br />

embedding of knowledge protection<br />

<strong>TenCate</strong> has established various patents.<br />

Knowledge protection is an important subject<br />

in new developments.<br />

� Further development of<br />

the digital finishing process<br />

Approval was obtained in the second half<br />

of <strong>2006</strong> for the Digitex innovation project,<br />

which had been submitted to the European<br />

Commission. This means that the project<br />

will be subsidised with European funds.<br />

The development work will take four<br />

years.<br />

� Internal co-operation<br />

<strong>TenCate</strong> companies mostly operate on the<br />

basis of shared technological knowledge.<br />

This requires co-operation, for example in<br />

research and development. Exchanges of<br />

products and technologies also take place<br />

on an operational and commercial level.<br />

� Management development<br />

At the end of <strong>2006</strong> an active learning<br />

programme was developed in co-operation<br />

with TSM Business School. The objectives<br />

include the promotion of innovative capacity,<br />

entrepreneurship and the situational<br />

leadership of the participants.<br />

� Construction of production<br />

facilities in Asia<br />

New investments were made in both<br />

<strong>TenCate</strong> Enbi and <strong>TenCate</strong> Geosynthetics.<br />

� Concentration of production in<br />

<strong>TenCate</strong> Protective & Outdoor Fabrics<br />

(Advanced Textiles & Composites sector)<br />

<strong>TenCate</strong> participated actively in a successful<br />

pilot project run by the government<br />

with the aim of accelerating government<br />

procedures for plant relocations and<br />

permit applications. The declaration of<br />

intent for the Nijverdal-Noord Master Plan<br />

was signed with the local and provincial<br />

authorities in mid-<strong>2006</strong>. The gradual<br />

concentration of the production process<br />

was initiated with the delivery of the new<br />

continuous wide bleaching machine.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 5


Actions for 2007<br />

The actions for this year include the challenges<br />

based on the SWOT analysis.<br />

� Buy & build – fix it/exit policy<br />

In 2007 the measures taken in the Grass<br />

group should lead to a considerable<br />

improvement in results. The system<br />

approach (performance of the overall<br />

sports pitch) will be developed further.<br />

The Nijverdal-Noord Master Plan should<br />

ultimately deliver a significant cost reduction.<br />

It will also be a major spearhead of<br />

the new developments based on an open<br />

innovation centre. As part of this plan,<br />

steps will be taken in 2007, including an<br />

expansion of capacity in <strong>TenCate</strong> Aerospace<br />

& Armour Composites.<br />

Although the divestments have almost<br />

been completed, this remains an area of<br />

attention.<br />

6<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

� Knowledge protection<br />

<strong>TenCate</strong> is a knowledge-intensive company<br />

which has to be innovative in order to<br />

maintain its lead. The establishment or<br />

acquisition of patents and licences is an<br />

important process which requires constant<br />

attention.<br />

� Creating conditions for sales growth in<br />

Asia and other emerging geographic<br />

markets<br />

<strong>TenCate</strong> already operates in a large<br />

number of countries. The possibilities are<br />

being investigated of developing the<br />

market for <strong>TenCate</strong> products in a broader<br />

sense, using the existing network and<br />

possibly third parties.<br />

� Promoting innovative developments<br />

<strong>TenCate</strong> is active in this regard on many<br />

fronts. Mr D. Hendriks (Group Director<br />

<strong>TenCate</strong> Protective & Outdoor Fabrics) is<br />

Chairman of the European Technology Platform<br />

for Textiles & Clothing. Some development<br />

projects are of a strategic nature<br />

and are therefore not publicly disclosed.<br />

� Management development<br />

<strong>TenCate</strong> requires young talent in order to<br />

achieve its ambitions. Measures have<br />

been initiated to secure such talent both<br />

internally and externally.


Mission, strategy and objectives<br />

MISSION<br />

<strong>TenCate</strong> strives for leadership in growing market<br />

niches for specialist functional materials.<br />

To that end it uses its broad technological<br />

base, the specialist skills available within the<br />

company and its strong position in the value<br />

chain. In markets which make high demands in<br />

terms of functionality, <strong>TenCate</strong> offers highgrade<br />

solutions. The objective is to contribute<br />

to progress in the sectors in which <strong>TenCate</strong><br />

operates. The added value for its customers<br />

results in higher valuation of the materials and<br />

profitable growth for the company. That also<br />

creates value for shareholders.<br />

STRATEGY<br />

The strategy is characterised by:<br />

� market leadership;<br />

� value chain management:<br />

� cost leadership in combination with<br />

� product differentiation, focusing on<br />

specific applications and customer<br />

requirements;<br />

� end-user marketing and an industrial<br />

brand policy;<br />

� technological innovation.<br />

� a focus on markets for specialised materials;<br />

<strong>TenCate</strong> rewarded for transparency and innovation<br />

In <strong>2006</strong> <strong>TenCate</strong> was nominated among other things for the Sijthoff Prize, the prize for the best financial reporting. <strong>TenCate</strong> also<br />

received a high score in the Scenter <strong>Annual</strong> <strong>Report</strong> Prize <strong>2006</strong>. The company was also nominated for the Rematch Investor<br />

Relations Awards <strong>2006</strong> and received the Roland Berger Award in the Merger & Acquisitions category. <strong>TenCate</strong> also carried off<br />

prizes in the product area, such as the 'Ei van Columbus <strong>2006</strong>' in the sustainable production technology category for Digitex<br />

(digital textile finishing). For projects in the field of Geosynthetics, <strong>TenCate</strong> received two Outstanding Achievement Awards and an<br />

Award of Excellence from the Industrial Fabrics Association International.<br />

� growth (buy & build);<br />

� a balanced portfolio of strategic activities<br />

and the scaling down of non-core activities<br />

fix it/exit).<br />

The value chain management is focused<br />

on occupying leading market positions and<br />

thereby achieving critical mass and strategic<br />

coherence. In this way a healthy cost basis is<br />

formed and capacity is created for investments<br />

which are necessary for further growth.<br />

QUALITATIVE STRATEGIC<br />

OBJECTIVES<br />

� value creation for shareholders –<br />

�<br />

achieving profitable growth based on our<br />

knowledge, skill and internal synergy,<br />

taking into account our social responsibilities;<br />

achieving critical mass in product/market<br />

combinations by occupying leading positions<br />

in worldwide market niches;<br />

� a healthy financial position with sufficient<br />

strength to undertake acquisitions;<br />

� a balanced portfolio of activities –<br />

product/market combinations differ in<br />

terms of growth potential and risk profile;<br />

� promoting an open culture for progress<br />

and innovation;<br />

� a commercial organisation which thinks in<br />

terms of systems (solutions) instead of the<br />

traditional role of the provider of (system)<br />

components.<br />

FINANCIAL OBJECTIVES<br />

� return on capital employed (operating<br />

result as a % of net capital employed) of<br />

at least 15% and generation of sufficient<br />

liquidity for innovative developments and<br />

acquisitions.<br />

� profitable growth, reflected in a gradual<br />

rise in the operating EBIT margin (target of<br />

at least 8%).<br />

� strong balance sheet position (solvency of<br />

at least 35%); the main covenants that<br />

determine borrowing capacity are:<br />

� total debt/EBITDA + result from<br />

participating interests < 3;<br />

� interest cover > 4.<br />

� longer-term net profit growth of at least<br />

10% per annum.


Foreword by the Chairman<br />

of the Executive Board<br />

In strategic terms we once again made good<br />

progress in <strong>2006</strong>. That applies both to the buy<br />

& build policy for our core activities and to the<br />

fix it/exit policy in particular for the Technical<br />

Components sector.<br />

Sales grew by over 12% in <strong>2006</strong> to € 771<br />

million. In organic terms, the growth was 5%<br />

higher than in the previous year. The growth in<br />

net profit, corrected to take account of divestments,<br />

remained high at around 27%, reaching<br />

€ 34 million.<br />

BUY & BUILD<br />

The integration of Polyfelt, which was acquired<br />

at the end of 2005, proceeded according to<br />

plan. Polyfelt has been fully integrated in the<br />

<strong>TenCate</strong> Geosynthetics group, which operates<br />

on the basis of close international cooperation.<br />

The group was involved in some<br />

attractive projects in <strong>2006</strong>.<br />

Agreement was reached on the acquisition<br />

of Roshield at the end of <strong>2006</strong>. This Danish<br />

company will considerably strengthen the<br />

<strong>TenCate</strong> Advanced Composites group in the<br />

field of vehicle protection.<br />

8<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

As a result of the co-operation with Green-<br />

Fields, the <strong>TenCate</strong> Grass group took the first<br />

step towards strategic alliances with commercial<br />

organisations and their direct access to<br />

the end-user. This co-operation process will be<br />

extended with the addition of other parties to<br />

form a network of high-quality partners. In this<br />

context <strong>TenCate</strong> also entered into a worldwide<br />

strategic alliance at the beginning of 2007<br />

with FieldTurf Tarkett, a leading marketing<br />

organisation for artificial grass systems for<br />

sport applications. The organisation has extensive<br />

knowledge of patented artificial grass<br />

systems. For <strong>TenCate</strong>, the alliance provides<br />

improved access to the market. It also provides<br />

considerable support for the strategic focus on<br />

systems and system characteristics.<br />

A major project which began in <strong>2006</strong> is the<br />

Nijverdal-Noord Master Plan. This provides for<br />

<strong>TenCate</strong>’s production plants in Almelo and<br />

Nijverdal to be brought together on a single<br />

site.<br />

An important initial step in this direction was<br />

taken with the entry into service of the continuous<br />

wide bleaching machine at <strong>TenCate</strong><br />

Advanced Textiles. This is unique in our sector<br />

in terms of its size and technological advancement.<br />

With regard to technological innovation,<br />

progress was made with the Digitex project<br />

(digitisation of textile finishing), for which a<br />

European subsidy was obtained.<br />

FIX IT/EXIT<br />

Substantial progress was also made with our<br />

divestment policy. Both <strong>TenCate</strong> Plasticum and<br />

our interest in Synbra Group were sold. This<br />

generated substantial income from divestments.<br />

The profit recovery at <strong>TenCate</strong> Enbi<br />

continued in <strong>2006</strong>.<br />

PERFORMANCE<br />

Although <strong>TenCate</strong> operates in growth markets<br />

and occupies leading positions, there are<br />

differences between the various sectors in<br />

terms of the – predominantly positive –<br />

developments. There was a striking improvement<br />

in the operating result in the Advanced<br />

Textiles and Composites sector. This was due<br />

mainly to the strong developments in the field<br />

of protective fabrics in the US and our growth<br />

in sales of composite materials for the core<br />

markets of aerospace and armour (ballistic<br />

protection).


In some units our results show room for<br />

improvement. The decrease in the operating<br />

result of the Geosynthetics & Grass sector in<br />

relation to sales (EBIT margin) was due in<br />

particular to the disappointing performance of<br />

our artificial grass activities. However, the<br />

artificial grass market is developing apace,<br />

with major changes occurring in environmental<br />

factors and competitive relationships. As<br />

market leader we must respond appropriately<br />

to these developments. In <strong>2006</strong> the Executive<br />

Board was actively engaged in redefining our<br />

strategic policy for that purpose. From 2007,<br />

adjustments will be made to our policy in order<br />

to strengthen our artificial grass proposition in<br />

line with the market (see page 56).<br />

In <strong>2006</strong> we defined a stronger company-wide<br />

profile for <strong>TenCate</strong> as a producer of functional<br />

materials. Our branding project was successfully<br />

implemented during the year. It has led to<br />

greater recognition among our (potential)<br />

customers. <strong>TenCate</strong> is seen more as a single<br />

company in which quality and functionality are<br />

important core values.<br />

Our materials are increasingly used in systems<br />

which provide solutions for the market.<br />

<strong>TenCate</strong> itself also provides system solutions.<br />

By offering system components, it is possible<br />

Master Plan combines business concentration and an open knowledge centre<br />

Under the Master Plan, <strong>TenCate</strong> is planning to merge its plants in Nijverdal-Noord. A declaration of intent has been signed with<br />

the Province of Overijssel and the District of Hellendoorn. An open knowledge centre is being established around the <strong>TenCate</strong><br />

companies in Nijverdal-Noord. In this centre, industry, universities and other knowledge institutions will jointly develop initiatives<br />

for new products and production processes. This fits in with the plans of the Twente Innovation Platform, which has the objective<br />

of clustering the Materials & Mechatronics sectors. The developments produced by <strong>TenCate</strong> in the last few years may provide a<br />

positive impetus for an innovative platform for new materials for different areas of application.<br />

to provide a total solution. This requires us to<br />

maintain a constant market focus and enter<br />

into partnerships with our customers and local<br />

market operators/distributors. The system<br />

approach is occupying an increasingly<br />

important place.<br />

STAKEHOLDERS<br />

Shareholders value the strength of <strong>TenCate</strong>.<br />

The international diversification of the shareholder<br />

base increased further in <strong>2006</strong>. There<br />

must also be a balance between short-term<br />

objectives and the long-term strategy. The aim<br />

is to reflect this balance in our shareholder<br />

base. In the short term we are focusing primarily<br />

on achieving growth in our strategic core<br />

markets and on increasing our efficiency by<br />

continuing to operate in a cost-conscious way.<br />

The short-term effects of our investments<br />

are also analysed. The strategy is clearly<br />

formulated in the context of what we refer to<br />

as value chain management. Our strategic<br />

activities are focused on leading positions in<br />

worldwide market niches. These give us a<br />

distinctive position in the value chain and are<br />

focused on long-term continuity.<br />

At this point I should like to thank the<br />

employees of <strong>TenCate</strong> for their commitment in<br />

the past year. Being a market leader does not<br />

mean we can rest on our laurels. Each of<br />

us must demonstrate entrepreneurship. The<br />

situation in the artificial grass market has<br />

also shown that in a changing environment<br />

additional effort is required on the part of the<br />

market leader and from our employees.<br />

Flexibility in the labour factor is important in<br />

order to grow on a global scale. We must be<br />

increasingly aware of that particularly in the<br />

Netherlands, because our employment system<br />

is fairly inflexible and hence relatively<br />

expensive. Flexibility and speed of reaction are<br />

of great importance. In this regard, employees,<br />

works councils and trade unions were called<br />

upon to show commitment once again in <strong>2006</strong>.<br />

I would like to express my gratitude for the<br />

constructive co-operation.<br />

L. de Vries, Chairman of the Executive Board<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 9


The <strong>TenCate</strong> Share<br />

Source: Euronext<br />

ISIN code: NL 0000375731<br />

Reuters code: NTCN.AS<br />

Bloomberg code: KTC.NA<br />

� KTC<br />

� AMX<br />

� AEX<br />

Number of ordinary<br />

shares in issue *<br />

Par value<br />

Highest price<br />

Lowest price<br />

Closing price<br />

Net earnings per share **<br />

21,069,546 20,955,932<br />

€ 2.50 € 2.50<br />

€ 24.84 € 24.25<br />

€ 18.65 € 12.89<br />

€ 23.21 € 21.50<br />

€ 1.76 € 1.48<br />

Dividend per share € 0.70 € 0.60<br />

*<br />

10<br />

Fully diluted and after split of par value<br />

from € 10.00 to € 2.50.<br />

**<br />

Excluding result from sale of Synbra.<br />

<strong>2006</strong><br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

2005<br />

130<br />

125<br />

120<br />

115<br />

110<br />

105<br />

100<br />

95<br />

90<br />

85<br />

80<br />

JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC<br />

LISTING<br />

The <strong>TenCate</strong> share is listed on Euronext<br />

Amsterdam (Next 150) and forms part of the<br />

Amsterdam Small Cap Index. A number of<br />

banks and securities houses are actively<br />

involved in trading in the share. The stockmarket<br />

trading volume of the <strong>TenCate</strong> share<br />

rose once again. A 4:1 split of the <strong>TenCate</strong><br />

ordinary shares was effected in mid-April<br />

<strong>2006</strong>; each now has a par value of € 2.50. The<br />

closing price of the share on 29 December was<br />

€ 23.21, with a closing price at the end of 2005<br />

of € 21.50 (€ 86 before 4:1 split). The number<br />

of shares currently in issue is 23,169,621,<br />

following an issue of 2,106,329 shares on<br />

12 February 2007.<br />

INVESTOR RELATIONS<br />

<strong>TenCate</strong> conducts an active investor relations<br />

policy. A large number of roadshows were held<br />

once again in the Netherlands and abroad.<br />

There were many individual contacts with<br />

investors, and investors also showed interest<br />

in visiting our production sites. A visit was<br />

organised for them to the continuous wide<br />

bleaching machine at <strong>TenCate</strong> Advanced<br />

Textiles.


Geographical spread of shareholdings<br />

in percentage<br />

� The Netherlands<br />

� Belgium/Luxembourg<br />

� United Kingdom<br />

� USA/Canada<br />

� Others<br />

2005<br />

48%<br />

26%<br />

6%<br />

14%<br />

6%<br />

<strong>2006</strong><br />

52%<br />

20%<br />

5%<br />

11%<br />

12%<br />

Private investors are also important in<br />

investor relations. Private individuals make up<br />

approximately 13% of our shareholder base.<br />

Shareholders are regularly informed of<br />

important developments through our house<br />

journal <strong>TenCate</strong> Update, which is accessible to<br />

everyone and can be requested via the website.<br />

Although <strong>TenCate</strong> strives for open and<br />

transparent communication, due account must<br />

be taken of competitive positions and the<br />

interests of suppliers and customers. Various<br />

external assessments relating to transparency<br />

and investor relations policy indicate that<br />

our financial communication is increasingly<br />

appreciated.<br />

SHAREHOLDERS<br />

<strong>TenCate</strong> strives for an international spread of<br />

institutional and other shareholders. Attention<br />

is also devoted to the investment style<br />

(growth/value) and profile of the investor<br />

(focus on short or long term). <strong>TenCate</strong> currently<br />

has a well-diversified shareholder base.<br />

Although the concentration in the United<br />

Kingdom decreased from the 2005 level to<br />

around 20%, the percentage reflects the<br />

importance of that market for the <strong>TenCate</strong><br />

share, as was the case last year. Increased<br />

holdings of <strong>TenCate</strong> shares were observed<br />

particularly in France, Scandinavia and<br />

Switzerland.<br />

Apart from the holdings notified through<br />

the Dutch Financial Markets Authority,<br />

approximately six institutional investors have<br />

holdings of 2-4%. These are mostly specialist<br />

small cap investment funds. Approximately<br />

45 different institutional investors in <strong>TenCate</strong><br />

shares are known to the company.<br />

DISCLOSURE OF MAJOR HOLDINGS<br />

IN LISTED COMPANIES ACT<br />

During the year under review Stichting<br />

Pensioenfonds Shell ceased to have a<br />

disclosable holding and notice was received<br />

of an 11.21% interest held by Schroders and<br />

an 8.99% interest held by WAM. Kempen<br />

Capital Management N.V. is a professional<br />

asset manager for companies including Orange<br />

Oranje Participaties N.V. and Orange Deelnemingen<br />

Fund N.V.<br />

Kempen Capital Management N.V. 14.92%<br />

Schroders plc 11.21%<br />

Aviva plc (Delta Lloyd) 5.08%<br />

WAM Acquisitions GP, Inc 8.99%<br />

Source: Dutch Financial Markets Authority<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 11


OPTION PLAN, SHAREHOLDINGS<br />

OF PERSONNEL AND EXECUTIVE<br />

BOARD<br />

Details of the option plan for managers and<br />

members of the Executive Board can be found<br />

on page 116 of this report. The shares repurchased<br />

by the company are connected with the<br />

coverage of granted options.<br />

The Executive Board and the personnel hold a<br />

total of 63,348 <strong>TenCate</strong> shares.<br />

Details of the company’s shares and options<br />

held by members of the Executive Board can be<br />

found on page 110 of this report.<br />

DIVIDEND PROPOSAL, POLICY<br />

ON DIVIDEND AND RESERVES<br />

Sizeable investments are required in order to<br />

achieve growth. There are opportunities for<br />

<strong>TenCate</strong> in the strategic markets. It is expected<br />

that the growth will be continued in the years<br />

Changes in the number of outstanding shares<br />

Number at the end of 2005<br />

Increase in share capital as a result of stock dividend<br />

Number at the end of <strong>2006</strong><br />

Possible increase as a result of options<br />

Shares repurchased for options and share savings plan<br />

Fully diluted<br />

Investor Relations & Corporate Communication<br />

F.R. Spaan<br />

P.O. Box 58<br />

7600 GD Almelo<br />

Telephone +31 (0)546 544 338<br />

Fax +31 (0)546 824 655<br />

f.spaan@tencate.com<br />

www.tencate.com<br />

12<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

The international diversification of <strong>TenCate</strong>’s<br />

ahead. There will also be new technological<br />

developments. Our preference is as far as<br />

possible to finance our growth internally and<br />

retain a sound financial basis.<br />

The dividend policy is based on a payout of<br />

40% of profit (excluding the result from divestments).<br />

Shareholders are offered a choice of<br />

cash or shares charged to the share premium<br />

reserve.<br />

It is proposed to set the dividend in respect of<br />

<strong>2006</strong> at € 0.70 per € 2.50 par value share,<br />

payable in cash or as a stock dividend. The<br />

payout percentage, adjusted to take account of<br />

the result from the sale of Synbra, is 40%<br />

of profit.<br />

shareholder base increased further in <strong>2006</strong>.<br />

20,784,472<br />

278,820<br />

21,063,292<br />

515,200<br />

– 508,946<br />

21,069,546<br />

Important dates in 2007<br />

Publication of <strong>2006</strong><br />

full-year figures 1 March<br />

<strong>Annual</strong> General Meeting<br />

of Shareholders 29 March<br />

Ex-dividend date 2 April<br />

Record date for<br />

dividend eligibility 4 April<br />

Option period for<br />

cash or stock dividend 5 April to 20 April<br />

Payment of cash dividend;<br />

delivery of shares (stock) 27 April<br />

First-quarter figures 2007 2 May<br />

Half-year figures 2007 22 August<br />

Third-quarter figures 2007 1 November


<strong>Report</strong> of the Supervisory Board<br />

We hereby present the <strong>2006</strong> annual report as<br />

prepared by the Executive Board, incorporating<br />

the financial statements. The financial statements<br />

have been audited by KPMG Accountants<br />

and were discussed in detail with the<br />

Executive Board on 28 February 2007. We are<br />

therefore of the opinion that the annual report<br />

fulfils the transparency requirements and<br />

forms a good basis on which the Supervisory<br />

Board can account for its supervision.<br />

RESULTS AND DIVIDEND<br />

Royal Ten Cate recorded a net profit of € 76.0<br />

million in <strong>2006</strong>, including € 34.0 million from<br />

ordinary operations (a rise of 27%) and € 42.0<br />

million from the sale of Plasticum and the 50%<br />

interest in Synbra.<br />

We approve the proposal of the Executive<br />

Board to set the dividend at € 0.70 per € 2.50<br />

par value share (= 28%). This proposal is in line<br />

with the policy of distributing approximately<br />

40% of the operating profit to shareholders.<br />

We propose that the General Meeting of<br />

Shareholders accordingly approve the financial<br />

statements and grant discharge to the Executive<br />

Board in respect of its policy and to the<br />

Supervisory Board in respect of its supervision.<br />

SUPERVISION<br />

The Supervisory Board held plenary meetings<br />

on seven occasions in <strong>2006</strong> with the Executive<br />

Board and the Financial Director. It also met<br />

independently.<br />

On 12 April <strong>2006</strong> a visit was made to the<br />

<strong>TenCate</strong> Advanced Textiles and <strong>TenCate</strong><br />

Thiolon plants in Nijverdal. The board took<br />

the opportunity to appraise itself of the state<br />

of affairs in these companies.<br />

On 8 December <strong>2006</strong>, almost one year after<br />

the acquisition, the Supervisory Board visited<br />

<strong>TenCate</strong> Geosynthetics Austria (formerly<br />

Polyfelt) in Linz. In addition to a visit to the<br />

plant, the Board took the opportunity to learn<br />

of the developments.<br />

At the seven regular meetings, in addition to<br />

the trend in the results, the board devoted<br />

particular attention to:<br />

� the composition of the Executive Board,<br />

leading to the intended appointment of<br />

Mr J. Wegstapel as the successor to<br />

Mr P.H. van der Vorm;<br />

� the evaluation of the management by the<br />

Executive Board, in particular the group<br />

directors;<br />

� the strategy of Royal <strong>TenCate</strong>, as set out<br />

on page 7 of this annual report;<br />

� the divestments of <strong>TenCate</strong> Plasticum,<br />

<strong>TenCate</strong> Nicolon Australia and the 50%<br />

interest in Synbra Group;<br />

� the intended divestment of the remaining<br />

companies in the Technical Components<br />

sector: <strong>TenCate</strong> Enbi and Business Key;<br />

� the acquisition of Roshield, as well as<br />

the strategic connection with the other<br />

European armour activities;<br />

� the developments at the <strong>TenCate</strong> Grass<br />

group. These were assessed in depth from<br />

a strategic, commercial and operational<br />

perspective. The same applies to the<br />

proposed acquisition of Mattex, which<br />

should be seen as an appropriate<br />

response;<br />

� the financing of these acquisitions, as<br />

well as the refinancing of the existing<br />

syndicated loan and the intended share<br />

issue;<br />

� a number of possible acquisitions in<br />

addition to Roshield and Mattex which<br />

either have not led to an acquisition or are<br />

still being examined;<br />

� the main investment projects, including<br />

the continuous wide bleaching machine<br />

for <strong>TenCate</strong> Protect in Nijverdal, the<br />

Royal <strong>TenCate</strong> nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 13


construction of a geotextile plant in Zhuhai<br />

(China) and expansion investments in the<br />

<strong>TenCate</strong> Aerospace & Armour Composites<br />

group, as well as the <strong>TenCate</strong> Grass group;<br />

� the Nijverdal Master Plan, with the consequences<br />

for the seven Nijverdal plants, as<br />

well as the plans to establish aerospacerelated<br />

industrial activities at Twente<br />

airport;<br />

� the deeply regrettable fatal accident at<br />

<strong>TenCate</strong> Technical Fabrics on 13 March;<br />

� corporate governance, leading among<br />

other things to the amendment to the<br />

articles of association approved at the<br />

meeting of shareholders of 4 April <strong>2006</strong>.<br />

This included the splitting of the € 10 par<br />

value share into four shares of a par value<br />

of € 2.50, the cancellation of the financing<br />

preference shares and the protection<br />

preference shares and finally the<br />

�<br />

dematerialisation of the <strong>TenCate</strong> share;<br />

the 2005 annual report and the related discussion<br />

with the auditor, the quarterly<br />

reports in <strong>2006</strong> and the latest estimates<br />

for the <strong>2006</strong> annual results;<br />

� the system used to grant options to the<br />

management of Royal Ten Cate;<br />

� the budget for 2007.<br />

14<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

INDEPENDENCE<br />

All members of the Supervisory Board are<br />

independent within the meaning of the bestpractice<br />

provisions of the Corporate Governance<br />

Code. No <strong>TenCate</strong> shares or options are<br />

held by the members of the Supervisory Board.<br />

WORKS COUNCIL<br />

The Supervisory Board was represented at<br />

most of the consultative meetings of the<br />

Central Works Council.<br />

SUPERVISORY BOARD COMMITTEES<br />

The Supervisory Board has two committees:<br />

the Financial Committee and the combined<br />

Remuneration, Selection and Appointments<br />

Committee. Their task is to prepare for<br />

the analysis and decision-making in<br />

relation to subjects within their specific<br />

areas of knowledge, thereby increasing the<br />

effectiveness of the full Supervisory Board.<br />

FINANCIAL COMMITTEE<br />

The Financial Committee comprises Messrs<br />

E. ten Cate (Chairman), A.W. Veenman and<br />

P.P.A.I. Deiters. The Committee met on two<br />

occasions in <strong>2006</strong> in order to prepare for the<br />

discussion of the half-year and full-year figures<br />

in the full Supervisory Board. This took place in<br />

the presence of the Executive Board, the<br />

Financial Director and the external auditor.<br />

The matters considered included the following:<br />

� the 2005 annual report and the <strong>2006</strong><br />

half-year figures;<br />

� the report of the auditors KPMG, including<br />

findings with regard to the administrative<br />

organisation and internal auditing,<br />

�<br />

computerisation, taxes and expenses<br />

claims. The independence of KPMG was<br />

confirmed;<br />

current legal proceedings and claims<br />

and the associated risks;<br />

� risk management, on which a report<br />

appears on pages 35 ff;<br />

� transfer pricing and in particular the<br />

provision of the required documentation,<br />

in order to avoid tax risks as far as<br />

possible;<br />

� treasury management, including the<br />

�<br />

establishment of a cash pool;<br />

the IT policy, IT security and a code of<br />

conduct for the use of e-mail, internet<br />

and intranet.<br />

� the operational audits at a number of<br />

operating companies.


REMUNERATION REPORT<br />

No changes were made in <strong>2006</strong> to the<br />

remuneration policy set out in the 2005<br />

annual report.<br />

SALARY<br />

As a result of the change to the system used in<br />

the Hay Group Boardroom Guide, the market<br />

image of the salary position of the Chairman of<br />

the Executive Board will be based henceforth<br />

on the job weightings expressed in Hay levels.<br />

The previously applied categories (<strong>TenCate</strong> fell<br />

within the B category) have been translated<br />

into Hay levels.<br />

The annual salary of Mr L. de Vries was<br />

adjusted to 100% of the median of the<br />

Hay system used. This resulted in an increase<br />

of 7.4%.<br />

The remuneration of the Executive Board is<br />

stated in note 58.3 on page 110 of this report.<br />

Protection in high-risk work<br />

<strong>TenCate</strong> Protective Fabrics has developed <strong>TenCate</strong> Oasis, a fabric which protects workers in the aluminium industry against<br />

molten metal drops and cryolite. When working with molten aluminium, there is a risk that it will not drip from the clothing but<br />

will adhere to it. The heat will then penetrate the fabric, potentially causing severe burns. Cryolite is even hotter and adheres<br />

even more. <strong>TenCate</strong> Oasis has a number of unique characteristics: it offers protection against molten metal drops, radiation<br />

heat, flames and other risks associated with molten material. Oasis feels light and is flexible and comfortable to wear. It also<br />

has excellent breathing and permanently flame-resistant characteristics.<br />

The annual report fulfils the market requirements for transparency.<br />

VARIABLE REMUNERATION<br />

Mr L. de Vries received results-linked<br />

remuneration in <strong>2006</strong> amounting to 50% of<br />

annual salary as a result of having comfortably<br />

exceeded the specified performance criteria.<br />

Mr De Vries will also receive results-linked<br />

remuneration amounting to 50% of annual<br />

salary in respect of <strong>2006</strong>.<br />

Almelo, 28 February 2007<br />

Supervisory Board<br />

A.W. Veenman. Chairman<br />

P.P.A.I. Deiters, Vice-Chairman<br />

F.A. van Vught<br />

C.W. Versteeg<br />

E. ten Cate


The Boards<br />

SUPERVISORY BOARD<br />

A.W. Veenman (59) Chairman 1) 2)<br />

Commenced in office: 1996; end of current term: 2008<br />

CEO of Nederlandse Spoorwegen<br />

Supervisory director of Rabobank Groep<br />

Supervisory director of TenneT Holding B.V.<br />

P.P.A.I. Deiters (63) Vice-Chairman 1)<br />

Commenced in office: 1998; end of current term: 2010<br />

Former director of Berghaus International Fashion<br />

Supervisory director of G-III Apparel Group Ltd<br />

Supervisory director of Berghave B.V. Venture Capital<br />

Supervisory director of Bandolera B.V.<br />

Supervisory director of Tootal B.V.<br />

Consultant to the European Bank for Reconstruction<br />

and Development EBRD<br />

Supervisory director of Lowland Fashion<br />

Investments B.V.<br />

F.A. van Vught (56) 2*)<br />

Commenced in office: 2000; end of current term: 2008<br />

Member of the Group of Policy Advisors of the<br />

Chairman of the European Committee<br />

Member of the Executive Board of the European<br />

University Association Member of the National<br />

Innovation Platform<br />

Acting Crown-appointed member of the Social<br />

and Economic Council of the Netherlands<br />

1) Member of the Financial Committee.<br />

2) Member of the combined Remuneration,<br />

Selection and Appointments Committee.<br />

*)<br />

Chairman.<br />

16<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

Member of the University Grants Committee<br />

of Hong Kong<br />

Supervisory director of Rova N.V.<br />

C.W. Versteeg (71)<br />

Commenced in office: 2000; end of current term: 2008<br />

Former General Manager of the Sheltered Employment<br />

Service in Groningen<br />

Supervisory director of Esso Nederland BV<br />

Supervisory director of Koops-Furness NV<br />

E. ten Cate (61) 1*)<br />

Commenced in office: 2004; end of current term: 2008<br />

Director of Bank ten Cate & Cie N.V.<br />

Chairman of the Supervisory Board of Nyloplast N.V.<br />

Supervisory director of Nesbic Investment Fund<br />

Supervisory director of Pas Reform B.V.<br />

EXECUTIVE BOARD<br />

L. de Vries (55), Chairman<br />

P.H. van der Vorm (67), Member<br />

MANAGEMENT COMMITTEE<br />

The Management Committee comprises the<br />

Executive Board and the following group and<br />

corporate directors:<br />

<strong>TenCate</strong> Advanced Textiles & Composites<br />

F.B. Bruns (64)<br />

<strong>TenCate</strong> Aerospace & Armour Composites<br />

D. Hendriks (48)<br />

<strong>TenCate</strong> Protective & Outdoor Fabrics<br />

(Europe/Asia)<br />

D. Olsen (52)<br />

<strong>TenCate</strong> Protective Fabrics<br />

(North America)<br />

<strong>TenCate</strong> Geosynthetics & Grass<br />

D.C. Clarke (48)<br />

<strong>TenCate</strong> Geosynthetics<br />

W.H. Smith (53)<br />

<strong>TenCate</strong> Grass<br />

<strong>TenCate</strong> Technical Components<br />

B.R. Denekamp (51)<br />

<strong>TenCate</strong> Enbi<br />

Holding<br />

J. Lock (60)<br />

Corporate Director Finance & Administration<br />

L.J. Kuipers (64) a.i.<br />

Corporate Director Personnel & Organisation


L. de Vries<br />

F.B. Bruns<br />

D. Hendriks<br />

P.H. van der Vorm<br />

D.C. Clarke<br />

D. Olsen<br />

J. Lock<br />

B.R. Denekamp<br />

W.H. Smith<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 17


Materials that make a difference<br />

<strong>TenCate</strong> develops and produces high-grade<br />

functional materials. Markets are selected<br />

which make functional demands upon materials,<br />

for example as a result of legislation and<br />

standards. <strong>TenCate</strong> operates in growth markets<br />

in which personal security and protection play<br />

a particularly important role. In many respects<br />

our materials provide the required protection<br />

on the basis of the developed functional<br />

characteristics. In the eyes of the end-user,<br />

<strong>TenCate</strong> materials must constitute an important<br />

distinctive element in the end-product or<br />

total concept.<br />

Market requirements evolve and standards are<br />

adjusted, or new materials are developed as a<br />

result of technological inventions. <strong>TenCate</strong> is<br />

characterised by a culture focused on progress<br />

and further product and market development.<br />

This increasingly takes place jointly with the<br />

customer. In addition, <strong>TenCate</strong> applies a system-based<br />

approach as far as possible: a composition<br />

of materials with different functional<br />

characteristics which are co-ordinated with<br />

each other. Our broad technological base in the<br />

field of textiles and related chemical processes<br />

plays an important role in this regard. Intensive<br />

internal co-operation therefore takes place in<br />

order to make optimum use of the knowledge<br />

and skills.<br />

18<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

STRATEGIC FRAMEWORK<br />

<strong>TenCate</strong>’s mission is underpinned by market<br />

leadership and growth based on our technology.<br />

This is achieved by providing high-grade<br />

solutions in the form of materials and systems<br />

with functional characteristics. The mission<br />

has been translated into a strategy centred on<br />

value chain management. Problem-solving<br />

ability is guaranteed in the context of product<br />

differentiation. In addition, <strong>TenCate</strong> applies<br />

Reliable<br />

Progressive<br />

Knowledgable<br />

Resourceful<br />

user-end marketing, (technological) innovation<br />

and cost control as elements of its strategic<br />

policy. End-user marketing is playing an increasing<br />

role, which is essential for a company<br />

producing functional materials. <strong>TenCate</strong> is an<br />

innovative company and once again acquired a<br />

number of new patents in <strong>2006</strong> and aims to be<br />

a leader in the technological field.<br />

CUSTOMER REQUIREMENTS<br />

<strong>TenCate</strong> has a wide diversity of end-users. An<br />

important customer group comprises (suppliers<br />

to) original equipment manufacturers (OEMs)<br />

and the institutional market (public sector<br />

bodies, including defence ministries). Institutions<br />

such as hospitals, emergency services<br />

and suppliers to these sectors also form part of<br />

the major customer groups. In the artificial<br />

grass market, the customer requirements<br />

at the level of the individual player are even<br />

relevant with regard to the safety and playing<br />

characteristics of the pitch. Although customer<br />

requirements are to a large extent related to<br />

safety and protection, <strong>TenCate</strong> materials must<br />

fulfil a wide range of functional characteristics<br />

in the various markets.<br />

An important factor is that there are usually<br />

specified characteristics for the material.<br />

End-user marketing is also focused on active<br />

participation in the specification process, so<br />

that the purchasing process takes place partly<br />

on the basis of intrinsic aspects.<br />

The commercial policy is increasingly directed<br />

towards the provision of systems solutions.


<strong>TenCate</strong> has single-product systems and multiproduct<br />

systems. In the latter case different<br />

products are combined to form a system<br />

solution. An example is an artificial grass<br />

system which consists of artificial grass fibre,<br />

backing, infill and a shock-absorbent underlay.<br />

The commercial policy in <strong>2006</strong> can once<br />

again be illustrated by a number of <strong>TenCate</strong><br />

materials:<br />

� Cetex ® System 3 – triple-layer laminated<br />

composite material, specially aimed at<br />

new interior design in modern aircraft;<br />

� GeoDetect/HydroDetect ® – detection<br />

material incorporated in geotextiles which<br />

records subsidence and breaching of<br />

dykes;<br />

� Geotube ® – for the cleaning of polluted<br />

lakes in Sweden, the biggest order ever<br />

received;<br />

� the <strong>TenCate</strong> Thiolon ® artificial grass<br />

system for the FIFA Home – a solution for<br />

artificial grass based on Thiolon Xtreme ®<br />

for top-flight sports (fulfils the FIFA Two<br />

Star Recommended system requirements);<br />

High-level <strong>TenCate</strong> materials<br />

In close co-operation with Lockheed Martin, the American producer of commercial satellites, <strong>TenCate</strong> Advanced Composites USA<br />

has developed a lightweight, high-grade composite material for the bearing structures of the solar-cell-powered A2100 satellite.<br />

These solar array substrate panels are crucial for the energy supply to the satellite. The use of new material combinations and<br />

special resin systems has made it possible to design extendable solar panels of a greater length. At the same time a considerable<br />

weight saving has been achieved.<br />

� <strong>TenCate</strong> Aramid ® Camouflage – solution<br />

for flame-resistant fabrics with infrared<br />

reflection and camouflage print for military<br />

applications in the US;<br />

� International Achievement Award <strong>2006</strong><br />

from the International Fabrics Association<br />

– three projects in the US based on<br />

<strong>TenCate</strong> Mirafi® (geosynthetics).


<strong>Report</strong> of the Executive Board<br />

GENERAL<br />

Our strategy is set out briefly on page 7 of this<br />

report. Value chain management occupies a<br />

central place within the strategic policy.<br />

The four pillars of this concept – cost control,<br />

product differentiation, end-user marketing<br />

and innovation – are monitored intensively in<br />

each operating company. If the situation<br />

requires it, the focus of the operationalisation<br />

of the strategy must be shifted. In the markets<br />

in which <strong>TenCate</strong> operates, the position in the<br />

value chain must be such that <strong>TenCate</strong> can<br />

continue to play a distinctive role. This should<br />

support margin growth.<br />

In the field of protective fabrics there<br />

is increasing co-operation between our<br />

European and American activities. This is<br />

strengthening the joint position in the<br />

value chain. <strong>TenCate</strong> is a leader worldwide<br />

in the supply of protective concepts for<br />

protective clothing. <strong>TenCate</strong> has been highly<br />

successful with this in the United States,<br />

particularly for military applications and firefighting.<br />

In these markets <strong>TenCate</strong> is able to<br />

build up a lead on the basis of innovative<br />

products and good contact with decisionmakers<br />

in end-markets. Action plans have<br />

been introduced at the Dutch production<br />

20<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

sites as part of the Master Plan with regard to<br />

technological innovation and cost control.<br />

Although the group has a strong position in the<br />

field of composites in the core markets of<br />

aerospace and armour, there is scope for a<br />

further expansion of our position by means<br />

of targeted acquisitions. The focus is primarily<br />

on technology (innovation) and product<br />

differentiation. This is still a relatively small<br />

activity within <strong>TenCate</strong>, but one which is<br />

showing above-average growth.<br />

In Geosynthetics, the required positioning in<br />

the value chain has almost been achieved.<br />

Polyfelt, which was acquired at the end of<br />

2005, has now been fully incorporated in the<br />

<strong>TenCate</strong> Geosynthetics organisation and has<br />

considerably strengthened our organisation.<br />

There was a vigorous response to the<br />

decrease in margins which emerged in the<br />

Geosynthetics & Grass sector in <strong>2006</strong>. The<br />

main strategic movements in <strong>2006</strong> occurred<br />

in the Grass group.<br />

Within the Grass group greater emphasis is<br />

being placed on cost control and end-user<br />

marketing in order to implement the principles<br />

of our strategic concept more fully. The<br />

intended acquisition of the artificial grass<br />

activities of Mattex Leisure Industries, which<br />

will form part of <strong>TenCate</strong> Thiolon Middle East,<br />

is an important step in our commercial<br />

positioning, but it also means a reduction in<br />

our cost base. The commercial alliances that<br />

have been announced will strengthen our<br />

end-user marketing in the commercial<br />

implementation of our system approach in<br />

the artificial grass sector.<br />

FINANCIAL PERFORMANCE<br />

RESULT AFTER TAX<br />

Net profit rose in <strong>2006</strong> for the fifth year in<br />

succession, this time to € 76 million. Adjusted<br />

for income from divestments, net profit<br />

rose from € 26.8 million to € 34.0 million<br />

in <strong>2006</strong> (+27%). The main contribution to<br />

this increase came from the Advanced Textiles<br />

& Composites sector.<br />

COMPOSITION OF THE COMPANY<br />

Substantial progress was made once again in<br />

<strong>2006</strong> with the concentration on the two sectors<br />

of Advanced Textiles & Composites and<br />

Geosynthetics & Grass.


Analysis of <strong>2006</strong> results by sector<br />

in millions of euros<br />

Revenues<br />

Advanced Textiles & Composites<br />

Geosynthetics & Grass<br />

Technical Components<br />

Other<br />

Operating result (EBIT)<br />

Advanced Textiles & Composites<br />

Geosynthetics & Grass<br />

Technical Components<br />

Other<br />

Finance charges<br />

Pre-tax result<br />

Tax on profits<br />

Result from participating interests<br />

Result from ordinary operations<br />

Minority interest<br />

Result from divested activities<br />

Net profit<br />

<strong>2006</strong><br />

279.7<br />

397.5<br />

92.7<br />

0.6<br />

770.5<br />

20.9<br />

25.5<br />

6.2<br />

– 2.5<br />

50.1<br />

-8.0<br />

42.1<br />

– 11.4<br />

3.4<br />

34.1<br />

– 0.1<br />

42.0<br />

76.0<br />

2005<br />

285.6<br />

273.9<br />

126.3<br />

0.7<br />

686.5<br />

16.5<br />

23.8<br />

7.1<br />

– 8.9<br />

38.5<br />

– 4.6<br />

33.9<br />

– 11.5<br />

4.4<br />

26.8<br />

–<br />

3.7<br />

30.5<br />

Difference<br />

-2%<br />

+ 45%<br />

– 27%<br />

–<br />

+ 12%<br />

+ 27%<br />

+ 7%<br />

–13%<br />

–<br />

+ 30%<br />

+ 74%<br />

+ 24%<br />

+ 1%<br />

– 25%<br />

+ 27%<br />

+ 149%<br />

Organic<br />

+ 8%<br />

+ 2%<br />

+ 6%<br />

–<br />

+ 5%<br />

+ 26%<br />

– 20%<br />

+ 14%<br />

–<br />

+ 18%<br />

Of which<br />

currency<br />

–<br />

– 1%<br />

– 1%<br />

–<br />

– 1%<br />

– 1%<br />

– 1%<br />

– 1%<br />

–<br />

– 1%<br />

EBIT margins<br />

Advanced Textiles & Composites<br />

Geosynthetics & Grass<br />

Technical Components<br />

Acquisition/<br />

divestment<br />

– 10%<br />

+ 44%<br />

– 32%<br />

–<br />

+ 8%<br />

+ 2%<br />

+ 28%<br />

– 26%<br />

–<br />

+ 13%<br />

<strong>2006</strong><br />

7.5%<br />

6.4%<br />

6.7%<br />

6.5%<br />

2005<br />

5.8%<br />

8.7%<br />

5.6%<br />

5.6%<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 21


The following were divested:<br />

� On 25 April <strong>2006</strong>: Plasticum – five operating<br />

companies in the field of packaging,<br />

supplying caps and customer-specific<br />

closures. The Plasticum group generated<br />

sales of € 36 million and a net profit<br />

of € 0.8 million in 2005. This divestment<br />

generated a result of € 2.7 million.<br />

� On 2 August <strong>2006</strong>: Synbra Group bv (50%)<br />

– a European company operating in the<br />

field of EPS applications for building<br />

insulation and packaging for the food and<br />

non-food sector. In 2005, Synbra Group<br />

recorded sales (on a 100% basis) of<br />

€ 262 million and – before goodwill amortisation<br />

– a net profit of over € 8 million.<br />

The divestment of Synbra Group generated<br />

a result of € 39.3 million.<br />

Preparations were also made in <strong>2006</strong> for two<br />

acquisitions:<br />

� Roshield, a Danish company in the field of<br />

vehicle armour and personal protection.<br />

Roshield generated sales of approximately<br />

€ 14 million in <strong>2006</strong>. The acquisition was<br />

completed in mid-February.<br />

22<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

� Mattex Leisure Industries, established in<br />

Dubai and specialising in artificial grass,<br />

especially monofilament fibres, with a<br />

natural appearance.<br />

These acquisitions will represent an important<br />

strengthening of two of <strong>TenCate</strong>’s strategic<br />

market groups, namely armour composites and<br />

artificial grass.<br />

REVENUES<br />

Consolidated revenues rose 12% in <strong>2006</strong>,<br />

including 5% on an organic basis, –1% as a<br />

result of currency effects and +8% due to the<br />

net effect of acquisitions and divestments<br />

(see the table on page 21).<br />

The strongest organic sales growth came from<br />

the Advanced Textiles & Armour group. That<br />

was particularly the case in the United States,<br />

where demand for safety materials remained<br />

high.<br />

The Geosynthetics & Grass group achieved<br />

45% sales growth, mainly as a result of the<br />

addition of Polyfelt.<br />

The organic sales growth remained limited<br />

to 2%, because of the hesitant American<br />

economy in the second half of the year.<br />

The higher raw material costs were largely<br />

(70%) passed on to customers.<br />

OPERATING RESULT (EBIT)<br />

The operating result increased by 30%, including<br />

+18% organically and +13% due to the net<br />

effect of acquisitions and divestments.<br />

Three of the four sectors showed a healthy<br />

performance with high organic growth figures.<br />

That was the case of fire-resistant safety<br />

fabrics (particularly in the US), at Aerospace<br />

& Armour, Technical Components (<strong>TenCate</strong><br />

Enbi) and in the Other Activities (Holding)<br />

sector. By contrast, in the Geosynthetics<br />

& Grass sector the operating result fell by 20%<br />

on an organic basis. This was due to two<br />

causes. The weakening of the US economy<br />

in the second half of the year led to a decrease<br />

in sales and underutilisation of production<br />

capacity. The competitive position of the Grass<br />

group was also weakened by a shortage<br />

of fibres with a natural appearance (monofilament)<br />

and increasing competition. After<br />

careful consideration, this led to the intended<br />

acquisition of Mattex Leisure Industries.


PERSONNEL COSTS<br />

Personnel costs amount to 22% of sales.<br />

There are large differences in the costs per<br />

employee: approximately € 52,000 in the<br />

Netherlands, € 45,000 in the rest of Europe,<br />

€ 46,000 in the US and € 16,000 in Asia/<br />

Australia. Although personnel costs are not the<br />

only decisive factor in the choice of a location,<br />

the differences are becoming increasingly<br />

important on a global playing field.<br />

TAXES<br />

The tax rate fell from 33.8% to 27.2% in <strong>2006</strong>.<br />

This was partly due to a decrease in the<br />

proportion of <strong>TenCate</strong>’s profit contributed by<br />

American operating companies (with high tax<br />

rates). There were also two incidental factors.<br />

The reduction of Dutch corporation tax led<br />

(paradoxically) to higher costs in connection<br />

with a lower deferred tax receivable (effect<br />

+2.3%). On the other hand, the improved<br />

results in France led to the formation of a<br />

deferred tax asset with a beneficial effect of<br />

€ 1.8 million (effect – 4.2%).<br />

INVESTMENTS<br />

A total of € 43 million was invested in <strong>2006</strong>,<br />

against a depreciation level of € 23 million.<br />

Organic growth requires the use of new tech-<br />

nologies and capacity increases, and in some<br />

cases bottlenecks have to be eliminated. Major<br />

projects in <strong>2006</strong> were:<br />

� <strong>TenCate</strong> Thiolon NL: 5 monofilament lines<br />

and automation of packing.<br />

� <strong>TenCate</strong> Thiolon USA: plant expansion and<br />

two monofilament lines.<br />

� <strong>TenCate</strong> Geosynthetics North America:<br />

acquisition of a small nonwoven plant.<br />

� <strong>TenCate</strong> Geosynthetics Asia: advance<br />

payment for machines for geotextiles<br />

plant in Zhuhai (China).<br />

Cash flows<br />

Net profit before divestments<br />

Depreciation/amortisation<br />

Increase in working capital of existing activities (–)<br />

Investments<br />

Other<br />

Cash flow before acquisitions and divestments<br />

Acquisition of Polyfelt<br />

Divestments 1)<br />

1) 2005: Mega Valves, Permess Europa<br />

<strong>2006</strong>: <strong>TenCate</strong> Plasticum, Synbra Group (50%)<br />

� <strong>TenCate</strong> Protect: continuous wide bleaching<br />

machine and water treatment plant<br />

(continuation from 2005).<br />

CASH FLOWS<br />

As a result of the divestment of <strong>TenCate</strong><br />

Plasticum and Synbra Group (50%) and the<br />

fact that the intended acquisitions of Roshield<br />

and Mattex were not completed in <strong>2006</strong>,<br />

the cash flow was strongly positive.<br />

<strong>2006</strong><br />

34.0<br />

23.1<br />

57.1<br />

– 4.0<br />

– 43.0<br />

– 5.2<br />

+ 4.9<br />

2005<br />

26.8<br />

19.3<br />

46.1<br />

– 23.9<br />

– 26.2<br />

– 0.2<br />

– 4.2<br />

– 71.9<br />

+ 31.1<br />

– 45.0<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 23<br />

–<br />

+ 64.0<br />

+ 68.9


WORKING CAPITAL<br />

The working capital fell slightly, both in<br />

absolute terms and in days. The shortage of<br />

some raw materials decreased, making it less<br />

necessary to build inventories.<br />

FINANCING AND INTEREST<br />

As a result of the positive cash flow and the<br />

divestments, it was possible to reduce the<br />

interest-bearing debt from € 157 million to € 94<br />

million at the end of <strong>2006</strong>. The average interest-bearing<br />

debt nevertheless increased from<br />

€ 103 million to € 132 million. This was due<br />

to the timing of the Polyfelt acquisition: € 71<br />

million on 15 December 2005. In combination<br />

with a rise in Euribor (from 2.6% to 3.5%) and<br />

dollar interest rates, this led to substantially<br />

higher interest costs: from € 4.0 million to<br />

€ 7.0 million.<br />

SWOT ANALYSIS<br />

As part of the strategic planning, SWOT<br />

analyses are carried out at operating company<br />

level. Within this process, strengths and<br />

weaknesses are compared with opportunities<br />

and threats. Strategic actions are then<br />

identified. The annual report contains only<br />

a schematic account of the main points of<br />

the SWOT analysis. For competition reasons,<br />

strategic actions by operating companies or<br />

market groups are stated only if they have<br />

been previously disclosed.<br />

CHALLENGES FOR TENCATE<br />

� Strengthening knowledge protection and<br />

the patent position.<br />

The knowledge domain is handled with<br />

care in terms of personnel and in the field<br />

of security and internal culture. Knowledge<br />

protection must be incorporated early in<br />

the development process.<br />

� System approach<br />

System solutions are a fairly new<br />

development within <strong>TenCate</strong>. With its<br />

broad technological basis and the<br />

available knowledge, <strong>TenCate</strong> is in a<br />

position to combine functional materials<br />

into systems. This increases its problemsolving<br />

ability and increases profitability.<br />

� Communication<br />

<strong>TenCate</strong> will harmonise the internet<br />

communication by the various parts of the<br />

group to a greater extent in 2007. Good<br />

communication about what <strong>TenCate</strong>materials<br />

add to a system can reduce the<br />

business-critical risk for <strong>TenCate</strong> with<br />

A unique machine in the textile industry<br />

In mid-<strong>2006</strong>, <strong>TenCate</strong> Advanced Textiles began using a process-driven continuous wide bleaching machine. The capacity of the<br />

machine, combined with its fully integrated control system, makes the machine unique in the textile industry. The new machine<br />

carries out three separate operations in a single procedure. That results in higher processing speed and efficiency in operation and<br />

logistics. The quality of the materials used is also higher and the machine is more efficient in its use of energy, chemicals and<br />

water. Microprocessors in the machine enable it to measure all the variables for each formulation and if necessary to adjust the<br />

quantity of water and chemicals and the speed and pressure.<br />

regard to systems to which <strong>TenCate</strong><br />

does not contribute. Communication can<br />

increase the distinctive capability.<br />

� Optimisation of partnerships<br />

In order to implement end-user marketing<br />

more efficiently, links are established with<br />

commercial operators with direct access to<br />

end-markets. An example of this is the cooperation<br />

with parties in the artificial<br />

grass market announced in <strong>2006</strong>.<br />

� Further strengthening of the position in<br />

Asia and emerging European countries.<br />

As in the case of geosynthetics, these<br />

geographic areas will be relevant for the<br />

intensification of activities in the other<br />

market groups, either independently or<br />

through partners.<br />

� Reduced dependence on oil products.<br />

<strong>TenCate</strong> will promote activities which<br />

reduce the dependence on oil-related raw<br />

materials. The use of more natural raw<br />

materials is also a positive development<br />

with a view to sustainability.


TENCATE’S STRENGTHS<br />

� Knowledge-intensive and flexible company, focused on the development<br />

of new materials which meet functional requirements in the<br />

market.<br />

� Short time-to-market as a result of a strong market focus.<br />

� Broad technological basis in the field of textile technology and<br />

related chemical processes.<br />

� Innovative and distinctive in the value chain.<br />

� Leading world market positions in niches.<br />

� Scale benefits mean that extensive investments are possible for<br />

future developments, such as environmental investments and digital<br />

finishing (Digitex).<br />

� Synergy effects within and between business sectors.<br />

� Positive corporate image and strategic focus based on value chain<br />

management.<br />

� Guaranteed market positions through (industrial) certifications,<br />

patents and licences.<br />

POINTS FOR IMPROVEMENT<br />

� Faster change to an even more market-focused organisation.<br />

� Wider spreading of knowledge within <strong>TenCate</strong>, by devoting a<br />

great deal of attention to training and education and an internal<br />

management development programme.<br />

� Further strengthening of the Asian organisation, based on both the<br />

logistics processes and the market potential of this region.<br />

� Strengthening of the market position in emerging Eastern European<br />

countries in order to benefit from the growth in the region.<br />

� Further reduction of the cost base and increase in the efficiency of<br />

European sites, in addition to the initial steps in that direction in the<br />

Netherlands.<br />

OPPORTUNITIES<br />

� Tighter regulations on safety and protection, such as the modernisation<br />

programmes in defence (safety, protection, wearing comfort<br />

and new functionalities) and appropriate water management<br />

worldwide.<br />

� Advanced materials and smart textiles are growth markets, with<br />

European subsidy programmes.<br />

� Product differentiation of the new sales in existing or new markets.<br />

� The positioning of <strong>TenCate</strong> as a single company based on a connecting<br />

strategy among operating companies, with attractive customers.<br />

� Hyperfragmentation, particularly in European markets with divergent<br />

standards, offers possibilities for functional materials with different<br />

specifications.<br />

� Emerging markets which will introduce standards following the<br />

example of developed markets.<br />

THREATS/RISKS<br />

� Dependence on the purchasing side, temporary shortages of certain<br />

raw materials<br />

� Rising raw-material costs cannot always be passed on directly, and<br />

cannot always be hedged.<br />

� In the case of sharp fluctuations and strong rises in oil prices, these<br />

can only be allowed for to a limited extent in market prices.<br />

� Seepage of knowledge; a technology-oriented company such as<br />

<strong>TenCate</strong> is vulnerable and must therefore guard its knowledge<br />

domain to the maximum extent possible.<br />

� Greater visibility of the <strong>TenCate</strong> brand also means higher businesscritical<br />

risk.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 25


� Links with other industrial sectors to<br />

develop new applications for materials<br />

Co-operation will increasingly take<br />

place with other business sectors in<br />

order to generate solutions. As a result of<br />

<strong>TenCate</strong>’s innovative character and greater<br />

visibility in the market, the company is<br />

considered to be a good partner. The plans<br />

for open innovation centres should be seen<br />

in this context.<br />

INFORMATION TECHNOLOGY<br />

Information technology (IT) is the nervous<br />

system of an organisation. More extensive<br />

internationalisation as a result of acquisitions<br />

and the increase in worldwide activities<br />

requires fast, efficient and secure communication<br />

between systems and people. Hence there<br />

is a greater focus on internal and external<br />

communication. The vital role of IT then<br />

becomes evident. Further progress was made<br />

in this regard in <strong>2006</strong>.<br />

PROJECTS IN <strong>2006</strong><br />

One of the most important projects which<br />

<strong>TenCate</strong> conducted in <strong>2006</strong> was the implementation<br />

of the security policy. Important aspects<br />

are the logical and physical security of the<br />

information systems. For example, the move<br />

26<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

was completed from the group’s own computer<br />

areas to a specialist hosting company. In order<br />

to ensure continuity, access to the network<br />

has been guaranteed by the installation of a<br />

1 Gigabit internet ring.<br />

IT STRATEGY AND POLICY<br />

Royal <strong>TenCate</strong> has drawn up an IT strategy<br />

memorandum. This provides among other<br />

things for a clear separation between automation<br />

supply and demand. On the basis of the<br />

strategy, specific guidelines have been<br />

developed for automation, and these have<br />

been implemented. Flexibility and costeffective<br />

deployment of automation will<br />

continue to play an important role in the<br />

future. The further standardisation of systems<br />

will make a positive contribution to this.<br />

ACTION PLANS IN 2007<br />

In order to guarantee the quality of the<br />

projects and the management of the IT<br />

processes, targeted IT audits will once again<br />

take place in 2007. In a number of projects<br />

external specialists will be deployed to provide<br />

advice and handle the implementation.<br />

In the context of standardisation, work will<br />

begin in 2007 on the implementation of the<br />

JOMAR ERP package at <strong>TenCate</strong> Thiolon USA<br />

and <strong>TenCate</strong> Protective Fabrics in America.<br />

The Dutch companies will also take a decision<br />

in 2007 on the ERP applications to be used.<br />

The establishment of automation for the newly<br />

acquired companies Roshield and Mattex<br />

and for the move of the head office to a new<br />

location in 2007 will need to be effectively<br />

supervised.<br />

A business case will also be drawn up in order<br />

to link the <strong>TenCate</strong> companies to a joint<br />

network, based on Active Directory. The main<br />

advantages expected from this are greater<br />

flexibility, rapid delivery and lower costs for<br />

the connection of new companies.


PERSONNEL & ORGANISATION<br />

Number of employees<br />

(in staff years)<br />

Netherlands<br />

Rest of Europe<br />

United States<br />

Asia/Australia<br />

Total<br />

In <strong>2006</strong> the operating companies of <strong>TenCate</strong><br />

Plasticum (part of the Technical Components<br />

sector) were demerged from the group.<br />

All-in-one protection<br />

Year end<br />

<strong>2006</strong><br />

962<br />

619<br />

1,527<br />

424<br />

3,532<br />

The organisational model is focused on managing the<br />

ORGANISATIONAL DEVELOPMENT<br />

The organisational model chosen in 2005 was<br />

implemented during the year under review.<br />

This model is focused on managing the worldwide<br />

value chains in which <strong>TenCate</strong> operates.<br />

<strong>TenCate</strong> strives worldwide for a corporate<br />

culture with the following main characteristics:<br />

� professionalism;<br />

� openness;<br />

� versatility;<br />

� efficiency.<br />

By being willing to learn from each other,<br />

with the aim of being ‘best in class’, and<br />

continuing to invest in the available high-grade<br />

knowledge, we aim to further strengthen our<br />

position in the global market. The core values<br />

of our company are:<br />

� entrepreneurship;<br />

� innovation;<br />

� focus on results.<br />

worldwide value chains in which <strong>TenCate</strong> operates.<br />

Our employees make the difference and<br />

determine whether we fulfil our ambitions.<br />

<strong>TenCate</strong> Pro-Tector is a protective material which has a wide range of uses and is suitable for multi-threat concepts. It offers<br />

protection against bullets, knives and needles. This was previously only possible with a heavy construction, but <strong>TenCate</strong><br />

Pro-Tector is light, thin and flexible. It gives the wearer optimum all-in-one protection against a wide range of bullets, knives and<br />

other stabbing weapons in accordance with various international standards. The uses include law enforcement, military, VIP,<br />

coastguard and special forces.<br />

Year end<br />

2005<br />

1,122<br />

684<br />

1,427<br />

345<br />

3,578<br />

MANAGEMENT DEVELOPMENT<br />

In the context of the investment in the<br />

knowledge and skills of the management, an<br />

active learning programme has been developed<br />

in co-operation with TSM Business School.<br />

This began in December <strong>2006</strong> and is due to run<br />

for approximately one year. The programme<br />

is focused among other things on the strengthening<br />

of management qualities in general.<br />

One of the objectives is the promotion of the<br />

innovative capability, entrepreneurship and<br />

situational leadership of the participants.<br />

Projects relating to strategies, tactics and<br />

operations form the common theme of the<br />

training. All participants begin the course with<br />

an individual development assessment.<br />

PERSONNEL POLICY<br />

The Personnel & Organisation policy memorandum<br />

<strong>2006</strong>-2010 was drawn up in <strong>2006</strong>, with<br />

the title: ‘Employees that make a difference’.<br />

The policy has the following main themes:<br />

� strengthening competences and expanding<br />

knowledge;<br />

� transformation to more flexible employees<br />

who think in terms of processes;<br />

� enthusing and inspiring employees and<br />

building loyalty;


� further developing, sharing and<br />

guaranteeing knowledge and skills,<br />

�<br />

technologies and market intelligence;<br />

appropriate succession planning;<br />

� increasing international co-operation;<br />

� promoting results-oriented working and<br />

more performance-oriented pay;<br />

� strengthening active coaching from P&O<br />

to and for the line management;<br />

� increased uniformity in policies and<br />

guidelines from P&O;<br />

� effective deployment and further<br />

professionalisation of P&O systems.<br />

A balanced intake and recruitment policy was<br />

conducted in <strong>2006</strong>. Depending on the available<br />

potential and the further strengthening of<br />

competences, it was decided to fill vacant<br />

positions both internally and externally.<br />

At the end of <strong>2006</strong> a campaign was launched<br />

to recruit young technical and commercial<br />

talent. By means of advertisements placed<br />

in a number of media and a presence at job<br />

fairs for example at the University of Twente<br />

and Saxion College in Enschede attention<br />

was drawn to <strong>TenCate</strong> as a progressive<br />

multinational employer. The response to this<br />

recruitment was very gratifying.<br />

28<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

The training and development of employees is<br />

an area of constant attention. At all levels,<br />

employees can develop further in terms of<br />

knowledge, skills and competences. This took<br />

place intensively in <strong>2006</strong> by means of on-thejob<br />

training, specialised training courses, skills<br />

training and coaching by internal and external<br />

experts.<br />

Performance interviews at ‘CAO 1’ level began<br />

to be conducted in two operating companies<br />

in the Outdoor & Protective and Armour<br />

& Aerospace groups in the first half of <strong>2006</strong>.<br />

In close consultation with the joint works<br />

council of these groups, this led to approval<br />

of the request to introduce performance<br />

interviews at ‘CAO 1’ level in the other<br />

operating companies in 2007 (extending into<br />

2008).<br />

EMPLOYMENT CONDITIONS<br />

The global remuneration policy for senior and<br />

upper management developed in 2005 was<br />

transposed to specific regions such as the US<br />

during the year under review. The employment<br />

conditions of acquired companies are also<br />

being harmonised with those of <strong>TenCate</strong> on a<br />

phased basis.<br />

The framework provided by the industry-wide<br />

collective labour agreement for the fashion,<br />

interior, carpet and textile industry concluded<br />

for the period 2005-2008 was given further<br />

substance in <strong>2006</strong>. Within this framework,<br />

<strong>TenCate</strong> wishes to introduce more customised<br />

employment conditions, in consultation with<br />

the trade unions and the Central Works Council.<br />

The new pension scheme for <strong>TenCate</strong><br />

employees came into force on 1 January <strong>2006</strong>.<br />

It is an average salary scheme. The early<br />

retirement scheme was discontinued as a<br />

result of the legal changes on 1 January <strong>2006</strong>.<br />

To compensate for this, there is higher pension<br />

accumulation for retirement from the age of<br />

65. As a result of the introduction of a new<br />

transitional scheme, the higher accumulation<br />

will also apply to past membership years.<br />

In the new scheme the higher accumulation<br />

can be used to bring forward the actual<br />

retirement date.


<strong>TenCate</strong> believes it is important that<br />

employees should continue to receive good<br />

incomes in the future. A life course savings<br />

scheme was therefore introduced in <strong>2006</strong>.<br />

20% of employees took part in this scheme<br />

in <strong>2006</strong>. They can save for the life course<br />

scheme from various financial sources.<br />

<strong>TenCate</strong> has arranged group health insurance<br />

and employment-related employers’ insurance.<br />

If an employee chooses to take part in this<br />

group insurance, <strong>TenCate</strong> contributes to the<br />

costs. These insurances are part of the policy<br />

of further reducing and controlling sickness<br />

absence.<br />

REPRESENTATIVE CONSULTATION<br />

Many subjects were discussed with the<br />

Central Works Council in <strong>2006</strong>. The Central<br />

Works Council played a constructive role,<br />

particularly with regard to acquisitions<br />

and divestments,<br />

The Central Works Council made an important<br />

contribution to the introduction of the code of<br />

integrity and the associated whistleblowers<br />

scheme. It was intensively involved in the<br />

recommendation processes concerning the<br />

sale of the Plasticum businesses, the sale of<br />

the interest in Synbra Group, the co-operation<br />

with GreenFields, the appointment of a<br />

member of the Executive Board and the<br />

acquisition of the Danish company Roshield.<br />

In the periodic consultation with the management,<br />

the Central Works Council fulfilled<br />

its reporting role in a very appropriate way<br />

with regard to the activities in the operating<br />

companies. Under the heading of employment<br />

matters, subjects are regularly placed on the<br />

agenda which are of importance for all<br />

<strong>TenCate</strong> employees, such as the life course<br />

savings scheme, the absenteeism policy,<br />

supplementary working conditions specified<br />

in the collective labour agreement and<br />

consultations with employee organisations.<br />

SOCIALLY RESPONSIBLE<br />

ENTERPRISE<br />

Sustainable enterprise is an integral part of<br />

<strong>TenCate</strong>’s operations. The operating companies<br />

have sustainable production high on their<br />

agenda. That is evident in, among other things,<br />

the ISO 14001 certification obtained by most<br />

of the Dutch operating companies and the<br />

investments made.<br />

<strong>TenCate</strong> formulated central policy principles<br />

for socially responsible enterprise in <strong>2006</strong>.<br />

These include the following key points:<br />

� environmental protection in the production<br />

process;<br />

� product quality;<br />

� safety;<br />

� employee expertise;<br />

� integrity;<br />

� innovation<br />

� respect for society.<br />

These central policy principles are being<br />

further developed in terms of policy with<br />

measurable criteria for the whole company.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 29


Sustainability and ethics have for many years<br />

played an important role in the working<br />

processes of all operating companies. <strong>TenCate</strong><br />

strives for production processes which limit<br />

environmental impacts to a minimum. <strong>TenCate</strong><br />

is conscious of its position in the chain.<br />

<strong>TenCate</strong> also exerts its influence from the supplier’s<br />

position in order to achieve sustainable<br />

enterprise objectives throughout the value<br />

chain. As a result of this chain approach,<br />

it is possible to achieve objectives which also<br />

have an impact outside the company itself.<br />

<strong>TenCate</strong> promotes consideration of sustainable<br />

enterprise by demonstrating best practices<br />

through internal media. Good projects are<br />

demonstrated. Operating companies are<br />

encouraged to put forward their own projects.<br />

ENVIRONMENTAL PROTECTION<br />

Most Dutch production sites have been certified<br />

in accordance with ISO standard 14001.<br />

This environmental protection system is the<br />

basis on which <strong>TenCate</strong> strives to limit the<br />

use of raw materials, water and energy<br />

consumption and emissions. Working jointly<br />

with raw material suppliers and customers, the<br />

company continuously examines possible ways<br />

of reducing environmental effects. Examples<br />

include replacing chemical additives by<br />

environmentally friendly materials, improving<br />

the production process, reducing energy and<br />

water consumption, reusing hot process water<br />

and analysing energy and waste flows.<br />

<strong>TenCate</strong> only uses chemicals and paints that<br />

are included in the textile environmental<br />

database in Veenendaal.<br />

<strong>TenCate</strong> is working constantly on the further<br />

development of the production system, taking<br />

into account the increasing environmental<br />

regulations. These investments in the machine<br />

fleet have a positive effect both on the<br />

environment and on the quality of the products.<br />

<strong>TenCate</strong> Advanced Textiles began using a new<br />

continuous wide bleaching machine in <strong>2006</strong>.<br />

It is an extremely innovative machine for the<br />

textile sector because of its very advanced<br />

computer-controlled operation. This machine is<br />

the result of intensive co-operation between<br />

<strong>TenCate</strong> and the builder of the machine. Prior<br />

to its construction, <strong>TenCate</strong> commissioned<br />

the University of Twente to carry out a<br />

detailed analysis of the pretreatment process.<br />

This resulted in a pretreatment machine that<br />

is unique in the sector worldwide and<br />

handles energy and water very efficiently.<br />

In combination with its own water purification<br />

system, in which biogas can be produced,<br />

Partner of the Johan Cruyff Foundation<br />

it is expected to deliver an energy saving<br />

of 7%.<br />

The <strong>TenCate</strong> operating companies devote a<br />

great deal of attention to the control of waste<br />

flows. In addition to the consistent separation<br />

of waste materials, a mass balance sheet is<br />

maintained at various productions sites. This<br />

serves as preparation for the limitation of<br />

waste flows in the entire production process.<br />

By first ascertaining where any mass losses<br />

occur, a solution can be devised for each unit.<br />

Further in the chain a saving has been<br />

achieved in the waste flows by shipping<br />

products from the <strong>TenCate</strong> Grass group to<br />

customers in plastic sleeves rather than cardboard<br />

boxes.<br />

Operating companies have also entered into<br />

agreements with industry associations to<br />

reduce water and energy consumption at<br />

industry level. These agreements have been<br />

set out in a covenant. The aim of this covenant<br />

is to achieve an energy saving of 10% within<br />

10 years. This will be achieved by drawing up<br />

and implementing an energy-saving plan every<br />

three years, with possible savings being<br />

weighed up against the level of investment.<br />

<strong>TenCate</strong> is a corporate partner of the Johan Cruyff Foundation. <strong>TenCate</strong> Thiolon is a founding partner of Cruyff Courts KNVB<br />

pitches. Approximately 100 Cruyff Courts KNVB pitches are being laid in the Netherlands in co-operation with the KNVB.<br />

Cruyff Courts are grass plots laid in accordance with a fixed pattern, with an artificial grass base that is safe and able to<br />

withstand intensive use. A Cruyff Court encourages young people to take part in sport and football in their own district. The aim is<br />

to promote playing together, integration and social contact.


The covenant looks expressly at possibilities<br />

for saving energy throughout the chain.<br />

QUALITY<br />

The operating companies use operational<br />

management systems and apply high quality<br />

standards. Most of the companies are qualified<br />

in accordance with the ISO 9001 standard.<br />

In view of the demands made upon <strong>TenCate</strong><br />

products, quality plays an important role. Some<br />

customers apply additional quality standards<br />

which must be met, as in the case of materials<br />

for aerospace applications. As a result of close<br />

quality monitoring during the production<br />

process, <strong>TenCate</strong> products meet strict quality<br />

requirements.<br />

SAFETY AND EXPERTISE OF EMPLOYEES<br />

A safe working environment in <strong>TenCate</strong> worldwide<br />

has the utmost priority. Safety has to do<br />

with safe machines and personal protection<br />

equipment which makes work safer. <strong>TenCate</strong><br />

creates a safe working environment for all its<br />

employees and encourages its employees to<br />

work safely by means of information and<br />

training. Internal training programmes are held<br />

to make employees constantly alert to possible<br />

risks. In spite of this, a fatal accident occurred<br />

at one of the <strong>TenCate</strong> Advanced Textiles sites.<br />

This accident is very greatly regretted.<br />

Measures have been taken locally in order to<br />

prevent any recurrence.<br />

In addition to the legal requirements, research<br />

is carried out on the level of exposure to<br />

occupational risks. All employees are subject<br />

to a periodic occupational health examination.<br />

This covers subjects such as the general<br />

physical condition, hearing and working<br />

atmosphere.<br />

Quality, Health & Safety and Environment<br />

officers have been appointed within the<br />

operating companies. They monitor the<br />

situation in the operating companies with<br />

regard to these areas.<br />

INTEGRITY<br />

<strong>TenCate</strong> has drawn up a code of integrity and<br />

rules concerning persons of trust. The code<br />

forms the basis for all actions of our operating<br />

companies in the Netherlands and abroad.<br />

<strong>TenCate</strong> enters into relationships with those<br />

around it as a supplier, developer, partner, etc.<br />

These relationships are based not only on<br />

trust, our technological knowledge and skills or<br />

the quality of our products, but also on our<br />

working methods and our treatment of the<br />

environment and social organisations. The<br />

code is intended to contribute to this trust.<br />

<strong>TenCate</strong> therefore adheres to this code of<br />

integrity and expects all its employees to do<br />

likewise. The code of integrity concerns everyone<br />

who is employed in <strong>TenCate</strong> or its<br />

operating companies. The code is inextricably<br />

linked to each individual contract of<br />

employment. In order to support this code,<br />

a central compliance officer and a person<br />

of trust have been appointed. The code is<br />

included in full on the website.<br />

Because <strong>TenCate</strong> purchases some raw<br />

materials, particularly raw cloth, in low-wage<br />

countries, a code of conduct has been drawn<br />

up. Suppliers are asked to sign the code,<br />

thereby declaring that they will act in<br />

accordance with the UN Declaration of Human<br />

Rights, the UN Declaration of Children’s rights<br />

(article 32:1), International Labour Organisation<br />

(ILO) agreements on forced labour, child labour<br />

and equal treatment of employees. <strong>Annual</strong><br />

visits are made to verify whether the suppliers<br />

are indeed adhering to this code.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 31


Most chemicals and synthetic fibres are<br />

purchased from large multinationals. These<br />

companies are also requested to sign the code<br />

of conduct. In most cases they have a clear<br />

policy on sustainable enterprise.<br />

INNOVATIONS<br />

<strong>TenCate</strong> is constantly engaged in innovation in<br />

relation to its products and production<br />

systems, with a focus on safety and protection.<br />

<strong>TenCate</strong> works with its knowledge partners to<br />

achieve this. The company aims to continually<br />

improve the performance of its products in its<br />

product development.<br />

RESPECT FOR SOCIETY<br />

Many of <strong>TenCate</strong>’s products contribute directly<br />

to the safety and protection of users. Our<br />

involvement in the community of which we<br />

form part is evidenced by, among other things,<br />

our support for local cultural and sporting<br />

events in the Netherlands and abroad.<br />

<strong>TenCate</strong> is a corporate partner of the Johan<br />

Cruyff Foundation, which enables less<br />

advantaged children in the Netherlands to take<br />

part in sports. <strong>TenCate</strong> Thiolon is a founding<br />

partner of Cruyff Courts. This organisation lays<br />

artificial grass playing surfaces for young<br />

people in urban areas. <strong>TenCate</strong> Thiolon has<br />

also entered into a partnership with the Royal<br />

Dutch Football Association (KNVB) in order to<br />

bridge the gap between street football and<br />

club football by laying Cruyff Courts KNVB<br />

pitches. This involves co-operation with<br />

professional football clubs and local authority<br />

neighbourhood organisations.<br />

MEASURABILITY<br />

The aforementioned central principles in the<br />

field of sustainable enterprise are being<br />

further developed. These central principles<br />

allow centralised direction based on<br />

quantitative principles. They also enable<br />

the effects of the policy to be measured.<br />

POST BALANCE SHEET EVENTS<br />

At the beginning of February 2007 <strong>TenCate</strong><br />

reached agreement on the acquisition of the<br />

artificial grass activities of Mattex Leisure<br />

Industries by means of an assets/liabilities<br />

transaction, with an acquisition price of<br />

US$ 178 million. Mattex is a Dubai-based<br />

producer of artificial grass fibres and other<br />

products. Its artificial grass activities are being<br />

taken over by a newly formed company,<br />

<strong>TenCate</strong> Thiolon Middle East LLC. The<br />

Very Light Jet with the aid of <strong>TenCate</strong> composites<br />

acquisition was partly financed by an issue<br />

of shares. It is expected to be completed in the<br />

first quarter of 2007.<br />

The acquisition of Mattex, which specialises<br />

mainly in the production and sale of monofilament<br />

fibres, considerably strengthens the<br />

position and further development of <strong>TenCate</strong><br />

Thiolon, in both a strategic and an operational<br />

sense. <strong>TenCate</strong> Thiolon can now respond more<br />

effectively to demand in both the volume<br />

segment and the market segment for customerspecific<br />

fibres and artificial grass systems.<br />

The <strong>TenCate</strong> Grass group expects to achieve<br />

synergy benefits through increased efficiency<br />

and economies of scale.<br />

In mid-February 2007 the acquisition of<br />

Roshield was completed. Roshield is a leading,<br />

innovative company in the European market for<br />

vehicle armour and personal protection.<br />

The acquisition price was € 34.7 million. The<br />

company is based in Odense (Denmark).<br />

Roshield will form part of the <strong>TenCate</strong><br />

Aerospace & Armour Composites group. The<br />

technological knowledge, distribution facilities<br />

and activities of <strong>TenCate</strong> and Roshield are a<br />

good fit. The two companies co-operate<br />

commercially in the provision of solutions<br />

Embraer had for some time been looking for possible ways of using composite materials in its range of executive aircraft.<br />

With technical support from <strong>TenCate</strong> Advanced Composites and <strong>TenCate</strong> Cetex®, the aircraft builder has developed a number of<br />

wing components as part of its Very Light Jet programme. After a qualification process, the thermoplastic Cetex laminates are<br />

incorporated in the ribs in the stabilisers of the Phenom 100 and 300. The main principles in the design of these jet aircraft were<br />

optimum comfort, outstanding performance and low operating costs. The business jets will come onto the market in 2008 and<br />

2009 and will carry 6 to 9 passengers over a distance of 2,500 km at Mach 0.7.


for ballistic protection. The acquisition<br />

strengthens <strong>TenCate</strong>’s leading position in the<br />

European market for personal protection and<br />

vehicle armour.<br />

OUTLOOK<br />

<strong>TenCate</strong>’s strategic core markets offer good<br />

prospects. Barring unforeseen circumstances,<br />

a substantial increase in sales and profit is<br />

expected, partly as a result of the recent and<br />

intended acquisitions.<br />

The profit growth in 2007 compared to the<br />

<strong>2006</strong> net profit, corrected to take account of<br />

divestments, is expected to be at least 25%.<br />

In the field of protective fabrics, above average<br />

growth is expected particularly in the United<br />

States. The outlook is also favourable for composites<br />

(armour and aerospace), partly due to<br />

the acquisition of Roshield. Roshield has<br />

recently received long-term orders worth<br />

approximately € 20 million.<br />

The acquisition of Mattex is expected to be<br />

completed in the near future, subject to the<br />

necessary formal approvals from local authorities.<br />

The strengthening of the position of<br />

Many of <strong>TenCate</strong>’s products contribute<br />

directly to the safety and protection of users.<br />

<strong>TenCate</strong> Grass in the value chain is expected to<br />

have a significant positive effect on sales and<br />

results. <strong>TenCate</strong> Thiolon Middle East (Mattex)<br />

is expected to have a strong positive effect on<br />

net profit, having regard to the low cost base.<br />

CORPORATE GOVERNANCE<br />

CORPORATE GOVERNANCE STRUCTURE<br />

The Supervisory Board and the Executive Board<br />

endorse the main principles of corporate<br />

governance. The few exceptions which apply<br />

within <strong>TenCate</strong> mostly relate to the nature and<br />

size of the organisation. They do not affect<br />

the basic principles of good corporate<br />

management and integrity. The exceptions to<br />

the best practice provisions can be found on<br />

the <strong>TenCate</strong> website.<br />

The corporate governance structure is based<br />

on the voluntary application of the two-tier<br />

board structure. The main elements of this are:<br />

� The financial statements are adopted by<br />

the general meeting of shareholders.<br />

� Supervisory directors are appointed by the<br />

general meeting of shareholders on the<br />

basis of nominations by the Supervisory<br />

Board. The profile of the members of the<br />

Supervisory Board is first discussed at the<br />

general meeting of shareholders at the<br />

time of adoption and on each subsequent<br />

modification.<br />

� The general meeting of shareholders and<br />

the works council can recommend persons<br />

to the Supervisory Board for nomination as<br />

supervisory directors.<br />

� In the case of one-third of the members of<br />

the Supervisory Board, the Supervisory<br />

Board will in principle place in nomination<br />

the name of a person recommended by the<br />

works council (works council’s reinforced<br />

right of recommendation).<br />

� In the event of an outright majority of the<br />

votes, the general meeting of shareholders<br />

representing at least one-third of the<br />

issued share capital may reject the<br />

nomination by the Supervisory Board.<br />

� The members of the Executive Board are<br />

appointed by the general meeting of<br />

shareholders on the basis of a binding<br />

nomination by the Supervisory Board.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 33


Corporate governance within <strong>TenCate</strong> is based<br />

on the following principles:<br />

� Value creation for shareholders:<br />

This means making optimum use of the<br />

available resources. In the context of<br />

internal financial control, financial ratios<br />

and metrics are monitored closely. These<br />

reflect the performance in terms of cash<br />

flow generating assets, efficiency, margins<br />

and the return on capital employed.<br />

Consideration is also given to longer-term<br />

continuity. <strong>TenCate</strong> takes account of<br />

efficient use of natural resources and<br />

its social responsibilities.<br />

� Quality of the management<br />

and appropriate remuneration<br />

The remuneration policy must make it possible<br />

to attract high-quality management<br />

which is appropriate for the specialised<br />

and multinational character of <strong>TenCate</strong>.<br />

The performance pay structure must be<br />

transparent and focused on key performance<br />

indicators. The Supervisory Board’s<br />

Remuneration Committee is responsible<br />

for developing the remuneration policy and<br />

assessing the performance criteria for<br />

members of the Executive Board.<br />

� Code of conduct for<br />

management and employees<br />

The company has a code of integrity,<br />

a whistleblowers scheme and rules to<br />

prevent abuse of inside information.<br />

� Disclosure<br />

Disclosed information must fulfil criteria of<br />

accuracy, completeness and promptness<br />

and comply with IFRS standards, in order<br />

to provide stakeholders with the most<br />

transparent and accurate information<br />

possible on the performance and outlook.<br />

The main risks must be stated and<br />

evaluated.<br />

The information on <strong>TenCate</strong>’s corporate<br />

strategy is communicated clearly. <strong>TenCate</strong><br />

provides full quarterly financial reports.<br />

<strong>TenCate</strong> maintains an open communication<br />

policy, providing regular information on<br />

important commercial developments.<br />

� Financial control and risk monitoring<br />

The Supervisory Board forms a financial<br />

committee from among its members to<br />

supervise the financial performance,<br />

acquisitions, divestments and general risk<br />

policy.<br />

Safe covering for waste water plants<br />

To comply with tighter environmental legislation, a US producer of viscose had to cover two open waste water plants. The site,<br />

comprising two 160 x 160 metre open lagoons, was filled with a five-metre-thick marsh-like layer of mud. An extremely strong,<br />

high-grade geotextile from <strong>TenCate</strong> was used to cover the lagoons. As a result of the use of these geotextiles, the earth-moving<br />

could be carried out using vehicles that were able to travel across the covered lagoons. A conveyor belt system would have been<br />

far more expensive. With this solution from <strong>TenCate</strong> the system meets all the environmental requirements for the years ahead and<br />

the site has been safely covered.<br />

� Avoidance of conflicts of interest<br />

<strong>TenCate</strong> is alert to conflicts of interest.<br />

These are addressed and where necessary<br />

avoided.<br />

� Social responsibility<br />

<strong>TenCate</strong> strives to maintain good relations<br />

with other parties in its vicinity and with<br />

stakeholders. The company endeavours<br />

to limit environmental impact as far as<br />

possible. Substantial environmental<br />

investments are made for this purpose.<br />

Operating companies have long<br />

implemented major elements of socially<br />

responsible enterprise. In order to ensure<br />

that the policy is widely disseminated, it is<br />

increasingly publicised internally.


RISKS AND RISK MANAGEMENT<br />

The niche markets in which Royal Ten Cate<br />

operates – protective fabrics, aerospace,<br />

antiballistics, geotextiles and artificial grass –<br />

entail a spreading of strategic and commercial<br />

risks. Moreover, <strong>TenCate</strong> conducts these activities<br />

in most cases on four continents, each<br />

with its own dynamic. <strong>TenCate</strong> is therefore not<br />

part of a monoculture. Consequently, none of<br />

the risks detailed below will have a dominant<br />

influence. Risk management nevertheless<br />

continues to be co-ordinated at group level.<br />

RISK MANAGEMENT IN <strong>2006</strong><br />

On the basis of risk assessments from previous<br />

years, it was decided in 2005 that priority<br />

would be given in <strong>2006</strong> to the strengthening of<br />

the marketing and sales functions, product<br />

renewal, the protection of intellectual property<br />

and the attraction and retention of good key<br />

officers.<br />

Good progress was made in a number of areas<br />

in <strong>2006</strong>. For example, much more attention is<br />

now devoted to the protection of intellectual<br />

property and its timely patenting. The strengthening<br />

of the marketing and sales functions was<br />

also a central theme in <strong>2006</strong>, and the career<br />

development of key officers is now monitored<br />

more closely at group level.<br />

The most important form of risk management<br />

is direct contact between the Executive Board,<br />

the group managements and the operating<br />

company directors. Direct discussion takes<br />

place regularly, depending on the matter at<br />

hand. More formally, extensive monthly<br />

reporting takes place and the performance,<br />

results, outlook and certain facets of risk<br />

management are discussed once each quarter.<br />

Risk management also forms part of the<br />

consultation with the Financial Committee of<br />

the Supervisory Board.<br />

1. Market risks<br />

The market risks differ in each niche. In some<br />

niches, such as base fabrics for professional<br />

wear, there is fierce competition and high price<br />

elasticity. In addition, production of less<br />

distinctive products is gradually shifting<br />

to Asia.<br />

In other niches, such as those for safety fabrics,<br />

antiballistics, geotextiles and artificial<br />

grass, <strong>TenCate</strong> has a technical lead combined<br />

with market leadership. That provides no<br />

guarantee for the future. Products which reach<br />

the end of their life cycle must be succeeded<br />

on time by new versions. End-user marketing<br />

provides pull effects, as a result of which<br />

the value chain is controlled more effectively<br />

and distinctive ability is rewarded by the<br />

market.<br />

Finally, there are niches in which development<br />

programmes last many years, such as the<br />

aerospace market. Here the development is<br />

reasonably stable, being protected by<br />

qualification processes. A precondition is of<br />

course that <strong>TenCate</strong> adheres to the quality<br />

guidelines specified by the customers.<br />

Although in various niches there is a dependence<br />

on very large customers, at consolidated<br />

level no single customer accounts for more<br />

than 3% of sales (2005: 4%), while the five<br />

largest customers collectively accounted for no<br />

more than 9% of sales in <strong>2006</strong> (2005: 11%).<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 35


2. Raw material risks<br />

Prices in the commodity market may fluctuate<br />

widely. The price of plastics is determined<br />

indirectly by the oil price, but in particular by<br />

shortages or surpluses in the market.<br />

Price rises can be passed on to the customer<br />

with a time lag of three to six months. The<br />

same applies to price reductions.<br />

In the case of super-strength or fire-resistant<br />

armour fibres, regular shortages occur or<br />

a strong dependence develops on a single<br />

supplier. In such situations suitable agreements<br />

have been entered into with the<br />

supplier. Ten Cate operating companies<br />

will increasingly participate jointly in the<br />

negotiations with large suppliers, in order<br />

to achieve a maximum result from the<br />

negotiations.<br />

3. Environmental risks<br />

<strong>TenCate</strong>’s environmental policy is based on<br />

minimising any impact on the environment.<br />

Periodic inspections are carried out both centrally<br />

and by local authorities, and measures<br />

are taken in order to avoid environmental risks.<br />

Textile finishing in particular may involve the<br />

use of chemicals which must be covered by<br />

guarantees. The waste water from the textile<br />

finishing process is treated in provincial water<br />

treatment plants. In June 2007, a new internal<br />

water treatment plant will enter service at<br />

Nijverdal-Noord. It has cost € 2.2 million<br />

but will considerably reduce the future<br />

environmental impact.<br />

<strong>TenCate</strong> considers that the environmental risks<br />

have been limited as fully as possible. Environmental<br />

co-ordinators have been appointed at<br />

local level who know the local situation and<br />

implement the local laws and regulations.<br />

4. Product development risks<br />

Product development is the lifeline for the<br />

years ahead. It must be managed with care. If<br />

products are brought to market too early, this<br />

can result in teething troubles, recalls and<br />

damage. On the other hand, if the time-tomarket<br />

is too long, <strong>TenCate</strong> will lose a large<br />

part of its competitive advantage. The product<br />

development process has been structured in<br />

accordance with strict procedures and criteria.<br />

These processes were evaluated and, where<br />

necessary, adjusted once again in <strong>2006</strong>.<br />

<strong>TenCate</strong> spall liners provide protection against metal splinters<br />

<strong>TenCate</strong> has developed a spall liner, a material which protects occupants and equipment against serious anti-tank threats.<br />

This spall liner ensures that after an impact metal splinters do not find their way through the entire vehicle, but are deflected into<br />

a limited area like a ray. The material has been developed in co-operation with the Dutch Army.<br />

The <strong>TenCate</strong> spall liner has been selected for the Dutch CV9035 vehicle project due to its low weight and high effectiveness.<br />

Commercial production began in August <strong>2006</strong>. <strong>TenCate</strong>’s spall liners have also been fitted in other vehicles, such as the Leopard II<br />

tank and BVS10 transport vehicles.<br />

5. Production and product liability risks<br />

<strong>TenCate</strong> has various small- to medium-scale<br />

production processes, for example involving<br />

fewer than 100 employees. Where there is a<br />

relatively low degree of production automation<br />

there is a higher risk of human error. Incidents<br />

in production can never be ruled out. These<br />

may lead to a loss of quality in the endproducts,<br />

claims from customers or even a<br />

temporary halt in the production process.<br />

However, <strong>TenCate</strong> carries out preventive<br />

inspections of its products and almost all<br />

plants are ISO-certified. Control of production<br />

processes and quality management are<br />

important priorities in order to avoid product<br />

claims. With regard to the processing of such<br />

claims, work has been carried out to tighten<br />

the procedures applied by the operating<br />

companies, with a view to more critical and<br />

objective assessment of claims.<br />

6. Management risks<br />

It is increasingly the case that having the right<br />

management for a group or operating company<br />

is the main concern for <strong>TenCate</strong>. The combination<br />

of strategic insight, commercial and<br />

interpersonal skills as well as decision-making<br />

ability appears to be less widely spread than<br />

we would wish.


Not having the right man or woman in the right<br />

place can result in an operating company<br />

rapidly losing its lead or even falling behind its<br />

competitors. The selection criteria for new<br />

management have therefore been tightened.<br />

Another risk is dependence on key personnel,<br />

often with an R&D background. It is necessary<br />

to ensure that this expertise is retained<br />

and shared across the organisation. This is<br />

achieved by guaranteeing knowledge. We are<br />

aware that it is people who make or break a<br />

company. <strong>TenCate</strong> endeavours to create the<br />

right mentality through a culture of robust<br />

task-setting, if necessary with confrontation,<br />

but not without an appropriate measure of<br />

humour.<br />

7. Insurable risks<br />

Where risks are insurable, such as for fire and<br />

loss of profits and third-party and product<br />

liability, they are laid off to insurers. The<br />

balance between insurance cover, premium<br />

levels and own risk is reassessed each year.<br />

Regular inspections and follow-up increase the<br />

continuity of the business processes, reduce<br />

production outages and lead to lower risk<br />

costs. Damage prevention and preventive<br />

investments improve the risk profile.<br />

8. Currency risks<br />

Approximately 50% of <strong>TenCate</strong>’s sales are<br />

denominated in euros. The main currency risk<br />

incurred by <strong>TenCate</strong> is in respect of the US dollar<br />

(45% of sales) and a number of more or less<br />

dollar-related currencies such as the Hong<br />

Kong, Singapore and Australian dollar and the<br />

Chinese renminbi.<br />

With regard to currencies, we draw a distinction<br />

between competition, transaction and translation<br />

risk. The competition risk concerns the<br />

changing competitive position vis-à-vis competitors<br />

in areas with a different currency. This<br />

risk is hedged over the subsequent six months<br />

by means of options. Thereafter a permanent<br />

answer must be found to the new situation.<br />

Transactions in foreign currencies are immediately<br />

hedged by means of futures or options.<br />

These are mainly transactions by European<br />

operating companies denominated in US dollars<br />

and British pounds. Translation risks arising<br />

from the ownership of operating companies<br />

outside the eurozone were not hedged up to<br />

2004. In view of the fact that American operating<br />

companies make a substantial contribution<br />

to the result, their profit has been hedged in<br />

dollars since 2005. At the beginning of 2007 a<br />

contribution to net profit of over $ 20 million<br />

was hedged with a put option at € 1 = $ 1.35.<br />

In this way the translation risk of a currency<br />

effect on the results of <strong>TenCate</strong> is limited with<br />

regard to the dollar. Translation risks outside<br />

the euro and dollar zones only affect 5% of<br />

<strong>TenCate</strong>’s results and are therefore not<br />

hedged.<br />

9. Interest rate risks<br />

The financing of the group is more than 90%<br />

centralised. The risk of an interest rate rise is<br />

in principle 90% hedged in the subsequent<br />

year and 75% and 50% respectively for the<br />

following years, taking into account expected<br />

interest rate trends. The preference is to use<br />

caps for this purpose. A rise of one percentage<br />

point in interest is estimated to have a<br />

negative effect of € 0.7 million on the pretax<br />

result in <strong>2006</strong>.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 37


10. Risks of pension provisions<br />

<strong>TenCate</strong> has placed the pension provision for<br />

Dutch employees with Stichting Pensioenfonds<br />

Koninklijke <strong>TenCate</strong>. This pension scheme is<br />

designated as defined benefit under IFRS<br />

reporting rules. A sharp fall in prices on international<br />

securities exchanges could lead to a<br />

decrease in the value of the pension fund’s<br />

investments. The result of this and of interest<br />

rate developments may be that the provision<br />

for pension liabilities on the Royal Ten Cate<br />

balance sheet increases under the new IFRS<br />

guidelines. The pension scheme was converted<br />

from a final salary scheme to an average salary<br />

scheme at the beginning of <strong>2006</strong>. As a result,<br />

the risk of the influence of raises in salary<br />

in the pension provision has decreased.<br />

In this regard the pension fund itself has taken<br />

measures and will take further measures<br />

within its investment policy, partly as a result<br />

of the Financial Assessment Framework<br />

(including interest rate risk management),<br />

resulting in a lowering of the risk profile. In the<br />

other countries there are defined contribution<br />

schemes.<br />

11. Tax risks<br />

Disputes with tax authorities in various countries<br />

constitute a growing risk, particularly<br />

with regard to the issue of transfer pricing.<br />

<strong>TenCate</strong> is involved in a number of disputes<br />

with tax authorities. However, sufficient<br />

provisions have been set aside. Appropriate<br />

transfer pricing documentation has been<br />

drawn up.<br />

12. Continuity of information provision<br />

In principle, each group has its own<br />

information system. For most Dutch operating<br />

companies there is a shared service centre.<br />

Measures have been taken to guarantee<br />

continuity. The main hardware for the<br />

Nijverdal-based companies has been<br />

accommodated in a highly secure remote<br />

computing centre. As announced in 2005,<br />

an IT security policy has been drawn up<br />

incorporating the necessary security measures.<br />

13. Legal risks<br />

<strong>TenCate</strong> is involved in various legal proceedings<br />

resulting from its normal business operations.<br />

In the proceedings between United<br />

Fabrics and <strong>TenCate</strong>, which began in 2000 and<br />

have been reported on previously, The<br />

Supreme Court issued a judgment on 7 April.<br />

Safe camping<br />

Part of the claim, based on a commercial<br />

alliance, was dismissed. With regard to the<br />

remainder of the claim, relating to a management<br />

alliance, the other party has been<br />

instructed to demonstrate the damage suffered.<br />

<strong>TenCate</strong> is confident of the outcome.<br />

The attachment of the Synbra shares was<br />

lifted prior to the sale by the issue of a bank<br />

guarantee of € 1.8 million. A provision of € 8.7<br />

million has been recognised in respect of the<br />

total warranties and claim risks.<br />

14. Risk management and system<br />

of measures<br />

Risk management is a responsibility of the<br />

management at all levels. In addition, corporate<br />

rules have been drawn up for powers,<br />

audits, treasury, investments, IT management,<br />

budgets, the greatly expanded monthly<br />

reporting, insurances and legal matters. All<br />

managers and controllers sign a twice-yearly<br />

letter of representation on the financial<br />

reporting/internal control.<br />

All financial regulations are included in the<br />

<strong>TenCate</strong> Accounting Manual. From 2007, the<br />

managements and controllers of the operating<br />

companies declare for each report that the<br />

results have been prepared in accordance<br />

<strong>TenCate</strong> has introduced a new flame-resistant fabric for tents. This quality is particularly suitable for group tents, such as tepees.<br />

Because liquids are boiled and fires are lit in these tents, flame-resistance is very important. <strong>TenCate</strong> has developed an inherently<br />

flame-resistant outdoor fabric for this type of application. This fabric offers high-quality, long-lasting flame-resistance, providing<br />

safety for campers.


with the accounting manual. This manual<br />

can be accessed by authorised parties via<br />

the internet.<br />

Each year the external auditors assess the<br />

structure and operation of the administrative<br />

organisation and internal control, to the extent<br />

relevant to the auditing of the financial<br />

statements. They report on this to the<br />

management, the Executive Board and the<br />

Supervisory Board. Rules concerning persons<br />

of trust were introduced in <strong>2006</strong>. Any<br />

employee who suspects abuse can report it<br />

to a person of confidence. The rules are set<br />

out on the <strong>TenCate</strong> website.<br />

STATEMENT<br />

With regard to the financial reporting risks, the<br />

Executive Board considers:<br />

� that the risk management and control<br />

systems provide a reasonable degree of<br />

assurance that the financial reports are<br />

free of material misstatements;<br />

� that the risk management and control<br />

systems have operated correctly during the<br />

year under review;<br />

� that there are no indications that the risk<br />

management and control systems will not<br />

operate correctly during the current year;<br />

This statement should not be interpreted as<br />

being a statement in accordance with the<br />

requirements of section 404 of the Sarbanes<br />

Oxley Act in the United States, which does not<br />

apply to Royal Ten Cate.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 39


Safety and comfort for first class air travel


<strong>TenCate</strong> Cetex® System 3 is used among other things as a floor component for fully adjustable first class aircraft seats. Because<br />

these seats are often fitted diagonally, aircraft manufacturers have encountered design problems. These have now been remedied<br />

by using a floor plate made of <strong>TenCate</strong> Cetex System 3, which, with a seat and a passenger, can withstand a crash with a force of<br />

16 G. The composite material contributes therefore to a safe and comfortable flight.<br />

<strong>TenCate</strong> Cetex System 3 has a lightweight sandwich construction based on thermoplastics. The panels can be fitted rapidly,<br />

meet strict aviation standards for fire safety and have a high surface quality. In this way <strong>TenCate</strong> is also helping to reduce fuel<br />

consumption and emissions.


Advanced Textiles & Composites<br />

KEY FIGURES<br />

Advanced Textiles & Composites <strong>2006</strong> 2005 2004 2003 2002<br />

in millions of euros<br />

Revenues 279.7 285.6 229.9 169.9 175.6<br />

Operating result (EBIT) 20.9 16.5 11.1 8.6 8.2<br />

EBIT margin 7.5 5.8 4.8 5.1 4.7<br />

Investments 11.7 13.2 4.0 6.0 3.7<br />

Depreciation and amortisation 6.1 6.2 5.6 4.1 4.3<br />

Net assets 124.9 124.2 113.6 78.1 77.3<br />

Staff years at year-end 1,203 1,171 1,204 813 855<br />

Return on net assets (%) 16.8 13.3 10.3 11.6 11.1<br />

ACTIVITIES<br />

The Advanced Textiles & Composites sector<br />

consists of the following market groups:<br />

� <strong>TenCate</strong> Protective & Outdoor Fabrics<br />

High-grade protective and safety fabrics<br />

for the professional wear market, as well<br />

as outdoor fabrics for the high-quality<br />

segment of the tent and awning market<br />

42<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

� <strong>TenCate</strong> Aerospace & Armour<br />

Composites<br />

Composites intended in particular for aerospace<br />

and special industrial applications<br />

as well as for armour, including plate<br />

materials with bullet-proof and fragmentproof<br />

characteristics and for protection<br />

against needles and knives.<br />

SALES AND RESULTS<br />

Sales in this sector amounted to € 280 million<br />

during the year under review (2005: € 286<br />

million). The slight decrease in sales compared<br />

to 2005 is due to the divestment of the<br />

Permess/Multistiq group. On an organic basis,<br />

sales rose by 8%. The operating result<br />

grew strongly to € 20.9 million. (2005: € 16.5<br />

million). On an organic basis the operating<br />

result was 26% higher.<br />

<strong>TenCate</strong> has a target for the EBIT margin of at<br />

least 8%. Although the EBIT margin during the<br />

year under review rose to 7.5% (2005: 5.8%), it<br />

is not yet at the required level. This is partly a<br />

consequence of temporarily higher costs due to<br />

extensive investment programmes.<br />

INVESTMENTS<br />

The level of investments in <strong>2006</strong> was higher<br />

than the level of depreciation of € 6.1 million.<br />

The total investments in this sector (€ 11.7<br />

million) showed a decrease compared to the<br />

previous year.


An important investment activity concerns the<br />

production of protective and outdoor fabrics in<br />

the Netherlands (Nijverdal). The plans for the<br />

gradual concentration of the production<br />

processes – in the context of the Nijverdal-<br />

Noord Master Plan – were officially announced<br />

midway through the year under review. At the<br />

same time, work began on the modernisation<br />

and reorganisation of the production process,<br />

with the aim of achieving efficiency improvements<br />

and cost reductions. Innovative production<br />

processes have also been introduced<br />

(including digital finishing under the Digitex<br />

name), with the aim of product development<br />

and cost savings. The entry into service of the<br />

new continuous wide bleaching machine for<br />

textile finishing in mid-<strong>2006</strong> was also an<br />

important step forwards. This new technology<br />

has a positive effect on quality, capacity, costs<br />

and delivery reliability.<br />

Another major investment programme currently<br />

being implemented (over € 13 million) is<br />

aimed primarily at a increasing the production<br />

capacity for advanced composites for aerospace<br />

activities.<br />

Further improvement in fire brigade safety<br />

<strong>TenCate</strong> Protective Fabrics has launched Millenia Light® in the European fire brigade market. Millenia Light is based on high-<br />

strength fibres. The top layer is extremely resistant to tears, cuts and wear. The material is durable and also remains strong and<br />

flexible after exposure to heat and UV rays and performs almost 100% better than any top layer in standardised flame tests.<br />

Millenia Light is the lightest material that offers such high wearing comfort and heat resistance.<br />

PROTECTIVE & OUTDOOR FABRICS<br />

MARKET POSITION AND STRATEGY<br />

<strong>TenCate</strong> is the market leader in protective<br />

fabrics in the United States (particularly in the<br />

firefighting market) and in Europe (mainly the<br />

industrial market) and therefore has a leading<br />

position worldwide in high-quality concepts for<br />

personal protection in the professional wear<br />

market, including:<br />

� firefighting and defence market<br />

� industrial market and<br />

� health sector.<br />

<strong>TenCate</strong> has specialised in the production<br />

of safety fabrics. These are marketed under<br />

<strong>TenCate</strong> brand names. The tightening of safety<br />

requirements in work situations has led to<br />

greater demand for high-quality protection.<br />

Personal protection is based on European and<br />

North American standards, which have been<br />

drawn up for various industries. <strong>TenCate</strong> has<br />

developed tailor-made products for these<br />

markets. An important means of competition is<br />

efficient production, particularly for volume<br />

products. The innovative multi-year (investment)<br />

projects are intended to significantly<br />

reduce the cost base.<br />

Millenia Light is an example of the commercial synergy between the <strong>TenCate</strong> companies in the Netherlands and the United States.<br />

For the fire brigade market it is a major advance. Various fire brigades have now ordered suits with a Millenia Light top layer.<br />

<strong>TenCate</strong> conducts a policy aimed at management<br />

of the value chain. Combined with the<br />

acquisition and subsequent integration of<br />

Southern Mills, as well as other factors, this<br />

has considerably strengthened the market<br />

position in the past few years. End-user<br />

marketing and product differentiation have<br />

been successful. The company anticipates<br />

the various safety requirements and risks<br />

in a wide range of work situations by<br />

marketing fabrics for specific risk areas. The<br />

scale which <strong>TenCate</strong> has achieved makes it<br />

possible to exchange products and technology<br />

between the various geographic markets.<br />

This generates savings in development costs,<br />

gives rise to purchasing advantages and gives<br />

<strong>TenCate</strong> a broad product portfolio. A market<br />

share in Asia will be developed on the basis of<br />

<strong>TenCate</strong>’s existing infrastructure.


GENERAL PERFORMANCE IN <strong>2006</strong><br />

Continued strong growth was recorded in the<br />

European and particularly the North American<br />

market for protective fabrics for protective<br />

clothing and professional wear in <strong>2006</strong>.<br />

<strong>TenCate</strong> once again gained market share<br />

on these continents as a result of its specialisation<br />

in these markets and by means of<br />

a direct approach to end-users. High-grade<br />

safety fabrics account for a growing share<br />

of sales.<br />

A new generation of safety fabrics has been<br />

developed for the market for high-grade fireresistant<br />

protective clothing, with high<br />

wearing comfort for both the military market<br />

(<strong>TenCate</strong> Aramid Camouflage) and the<br />

industrial market (<strong>TenCate</strong> TecaSafe Plus).<br />

<strong>TenCate</strong> works continuously to improve the<br />

wearing comfort of high-grade safety fabrics<br />

(moisture regulation, air permeability, weight).<br />

There is growing demand for such products,<br />

particularly in the American market. <strong>TenCate</strong>’s<br />

market position in the US resulted in a number<br />

of large defence orders for fire-resistant<br />

camouflage fabric in <strong>2006</strong>.<br />

<strong>TenCate</strong> is the only company in its market with<br />

a global approach. That gives it the necessary<br />

critical mass. It is therefore able to take full<br />

advantage of the knowledge and experience in<br />

the various geographic markets. Through<br />

Southern Mills, <strong>TenCate</strong> has a considerable<br />

share of the firefighting market in North<br />

America, which is also of importance for the<br />

European market position. For example, the<br />

concept was extended from North America to<br />

the European firefighting market under the<br />

brand name <strong>TenCate</strong> Millenia ® in <strong>2006</strong> with<br />

Millenia XT and Millenia Light. Different<br />

functional layers are combined to produce a<br />

security concept. The extensive specialisation<br />

in fire-resistant protection in North America<br />

provides further good opportunities in the<br />

European market and will improve <strong>TenCate</strong>’s<br />

position in the firefighting market. Growth<br />

was also achieved in the industrial market<br />

in Europe.<br />

The new environmentally friendly bleaching<br />

line entered service at the Nijverdal-Noord<br />

production site in mid-<strong>2006</strong>. This is unique<br />

within the textile industry and optimises the<br />

production process. This machine is also<br />

of importance for the DigiTex project, because<br />

it enables a considerably higher quality<br />

level (degree of whiteness) to be achieved.<br />

<strong>TenCate</strong> iTex ® is an innovative technological<br />

development for digital textile finishing.<br />

The digitisation of the processes makes them<br />

easier to control. This technology will also<br />

open up new markets as a result of new<br />

functionalities in fabrics. The iTex ® project was<br />

awarded a European subsidy in October <strong>2006</strong>.<br />

The development, with 26 companies and<br />

(scientific) institutions, is currently in the initial<br />

phase. It will be some time before the first<br />

products appear in the market.<br />

The market for outdoor fabrics remained stable<br />

again in <strong>2006</strong>. In the outdoor fabrics market<br />

<strong>TenCate</strong> produces awnings and tentcloth for<br />

the quality segment. It does not focus on the<br />

market for small tents, which are usually made<br />

of cheaper materials. Ten Cate does not<br />

produce any products based on materials such<br />

as PVC and others which entail health risks.<br />

In addition to quality, <strong>TenCate</strong> devotes<br />

particular attention in its production activity<br />

to environmental and health aspects and<br />

safety.<br />

<strong>TenCate</strong> material provides the basis for a successful composite aircraft<br />

Over the past seven years, <strong>TenCate</strong> Advanced Composites USA has supplied composite material to Cirrus Design Corporation for<br />

the production of the successful SR20 and SR22 aircraft series. <strong>TenCate</strong> supplies large runs of materials of a consistently high<br />

quality, with which Cirrus produces more than 60 aircraft per month. <strong>TenCate</strong>’s delivery reliability with large volumes of aviation-<br />

qualified composite materials enables Cirrus Design to produce one of the best commercial aircraft that is currently available.


OUTLOOK<br />

The outlook remains favourable for the<br />

protective fabrics market for protective<br />

clothing and professional wear. <strong>TenCate</strong> is well<br />

positioned in this market. It is increasingly<br />

tailoring its product range to specific risk<br />

groups and has enhanced the concept of enduser<br />

marketing. The production capacity in the<br />

United States will be further expanded in 2007.<br />

As the market leader in tentcloth, <strong>TenCate</strong><br />

observes the market trends and responds<br />

with innovations such as lightweight and<br />

flame-resistant fabric, contemporary designs<br />

and maintenance-friendly fabric. <strong>TenCate</strong><br />

strengthens its market position by creating<br />

added value. <strong>TenCate</strong> continues to focus<br />

on environmentally friendly fabrics and<br />

finishes. The emphasis is on further<br />

quality improvement and customer-specific<br />

requirements.<br />

In protective fabrics <strong>TenCate</strong> has a leading position<br />

worldwide in high-quality concepts for personal protection.<br />

AEROSPACE & ARMOUR<br />

COMPOSITES<br />

MARKET POSITION AND STRATEGY<br />

<strong>TenCate</strong> is one of the world’s leading<br />

companies in the field of composites for<br />

aviation and armour. <strong>TenCate</strong> concentrates on<br />

applications of composites with a high degree<br />

of functionality, in which weight saving is<br />

often not the only important or decisive<br />

characteristic. <strong>TenCate</strong> operates in markets<br />

with high barriers to entry. The competitive<br />

position in the markets of importance for<br />

<strong>TenCate</strong> is determined above all by the<br />

qualification basis and references. These<br />

provide assurance that <strong>TenCate</strong> will continue<br />

to play a role in the supply of specified<br />

materials in specific programmes. <strong>TenCate</strong> is<br />

innovative, flexible and prepared to co-operate<br />

as a partner in development programmes over<br />

the long term.<br />

<strong>TenCate</strong> Aerospace Composites<br />

<strong>TenCate</strong> occupies a leading position in the<br />

field of continuously fibre-reinforced hightemperature<br />

deformable composites (thermoplastics).<br />

These composites (under the name of<br />

Cetex ® ) were developed for the construction of<br />

the latest generation of aircraft, but also have<br />

other applications. In addition to a weight<br />

saving, thermoplastics deliver cost benefits for<br />

the aviation industry in the processing of<br />

components which make up the structure of an<br />

aircraft. There has been a large increase in the<br />

use of composite materials in the aviation<br />

industry. This has been prompted by the desire<br />

to build aircraft more economically and to limit<br />

fuel consumption and noise emissions.<br />

The innovative developments at Airbus in<br />

the field of advanced materials have greatly<br />

accelerated the use of composites. The Airbus<br />

A380 includes a substantial proportion of<br />

composites. The use of composites will<br />

increase further in both the new Airbus A350<br />

and the new Boeing 787, which will enter<br />

the market in 2008. Approximately half of the<br />

primary structure of the Boeing 787 will<br />

consist of composites. <strong>TenCate</strong> occupies a<br />

good strategic position. The increase in Cetex ®<br />

applications in the past few years has exceeded<br />

the growth of composite use as a whole.<br />

<strong>TenCate</strong> Armour Composites<br />

<strong>TenCate</strong> is active worldwide in this market and<br />

occupies an important position in the complete<br />

range of personal and vehicle protection.<br />

The position in the aviation industry is an<br />

advantage. In terms of its structure, the market<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 45


for vehicle protection has great similarities<br />

with the aviation industry. <strong>TenCate</strong> focuses<br />

increasingly on security concepts based on a<br />

multi-risk approach. In the armour market there<br />

has been a worldwide increase in the use of<br />

armour for increasingly serious threat levels.<br />

The choice of composites has been prompted<br />

by weight saving and functional characteristics.<br />

By combining materials, it is possible to<br />

develop safety concepts for different threat<br />

levels. The market is characterised by large<br />

projects and tenders, and bids can often<br />

be submitted jointly with other parties as a<br />

consortium. <strong>TenCate</strong> is highly specialised and<br />

internationally well established in this market<br />

and works closely with a number of major<br />

suppliers. There is also good co-operation<br />

with leading vehicle producers (road transport<br />

and aviation).<br />

GENERAL PERFORMANCE IN <strong>2006</strong><br />

The American activities grew relatively strongly<br />

again in Aerospace & Armour Composites in<br />

<strong>2006</strong>. This is closely related to the activities of<br />

the US Army and current government budgets.<br />

The growth elsewhere in the world is more<br />

moderate. The Aerospace segment grew<br />

substantially, but armour composites still<br />

account for the largest share of sales.<br />

46<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

Aerospace<br />

This sector grew substantially during the year<br />

under review, particularly with regard to sales<br />

in <strong>TenCate</strong> Cetex (thermoplastic composites).<br />

Although the delays at Airbus (A380) will also<br />

affect <strong>TenCate</strong> from 2007, the consequences<br />

are not significant. Other outlets have been or<br />

are being found for this advanced material in<br />

other segments of Airbus and among other<br />

producers, such as private and business<br />

aircraft.<br />

The year under review was characterised by<br />

strong growth in demand for <strong>TenCate</strong><br />

Cetex ® System 3. This is a lightweight and<br />

cost-effective system solution for interior parts<br />

of aircraft, which also lends itself to other<br />

high-grade applications. The growth results<br />

mainly from the excellent mechanical and<br />

other characteristics of the composite<br />

material, such as the lower production costs,<br />

the higher fire safety and lower waste<br />

gas emissions. The material forms part of<br />

maintenance and renewal programmes and is<br />

also used among other things in floor<br />

components and aircraft seats. There are<br />

currently more than 4,000 aircraft seats in use<br />

with <strong>TenCate</strong> Cetex ® System 3.<br />

The Brazilian manufacturer Embraer has also<br />

qualified <strong>TenCate</strong> Cetex for its new Phenom<br />

100 and 300 business jets. This aircraft will be<br />

operational at the end of 2008. Orders have<br />

already been received for several hundred<br />

aircraft. Embraer is also developing new<br />

components based on Cetex, which will result<br />

in further growth in this relationship.<br />

<strong>TenCate</strong> is also involved in the development of<br />

the A350-XWB. For this type of aircraft, which<br />

will be operational in 2013, Airbus will make<br />

large-scale use of lightweight composite<br />

materials.<br />

In addition to thermoplastics, <strong>TenCate</strong> has<br />

composites with other technical characteristics<br />

(thermosets). These are used particularly in<br />

military aviation and for smaller private<br />

aircraft. Demand is high, particularly in the<br />

business market. Thermosets are also used<br />

n the radar and telecommunications market.


Armour<br />

Bullet-proof and fragment-proof materials,<br />

integrated into safety concepts, account for<br />

the largest share of sales in this sector. Sales<br />

rose strongly again, mainly due to strong<br />

growth in the US. The strategic focus on<br />

vehicle protection resulted in growing sales in<br />

this market segment and will ultimately<br />

provide a more even order flow, as well as a<br />

positive margin trend.<br />

The share of vehicle protection is on a rising<br />

trend. There is also growing demand for multithreat<br />

protection. This involves simultaneous<br />

protection against threats from bullets, knives,<br />

and (hypodermic) needles. These segments are<br />

becoming increasingly important. Although the<br />

number of tenders for personal protection was<br />

somewhat disappointing in <strong>2006</strong>, Ten Cate has<br />

a good order book. Some uncertainty with<br />

regard to the time of delivery of (projectrelated)<br />

orders is inherent in this market.<br />

Consequently, periodic sales fluctuations<br />

occur. <strong>TenCate</strong> reduces this uncertainty by<br />

operating worldwide.<br />

Comfortable multi-threat protection offering a perfect fit<br />

<strong>TenCate</strong> won the tender from the Dutch<br />

National Police Services Agency (KLPD) in <strong>2006</strong><br />

for the supply of 30,000 bullet-proof, knifeproof<br />

and fragment-proof vests for the Dutch<br />

police. The KLPD has followed the trend<br />

for multi-risk protection. The consortium<br />

comprising <strong>TenCate</strong> and BSST (the producer of<br />

the vests) was judged to have the best safety<br />

concept, partly on the basis of weight and<br />

wearing comfort.<br />

<strong>TenCate</strong> introduced multi-threat material<br />

concepts (Pro-Tector) for personal protection in<br />

<strong>2006</strong>. <strong>TenCate</strong> Pro-Tector provides advantages<br />

in particular in terms of weight, flexibility,<br />

watertightness and ease of incorporation in<br />

vests. The company participated in various<br />

worldwide programmes. Further growth is<br />

expected in 2007.<br />

<strong>TenCate</strong> is also supplying the spall liners for a<br />

new infantry combat vehicle for the Dutch<br />

army. This involves 184 vehicles, which will<br />

replace the YPR armoured vehicle from 2007.<br />

<strong>TenCate</strong> has now been approached with a view<br />

to co-operation in a similar Danish vehicle<br />

project.<br />

In close co-operation with BSSt GmbH of Germany, <strong>TenCate</strong> Advanced Composites supplies a bullet-, needle- and stab-proof vest<br />

for the Dutch police. The vest is able to offer such triple protection due to its innovative overall concept. It is flexible and weighs<br />

just 2 to 2.5 kilos. The low weight and the limited size mean that the vest can be worn comfortably under a shirt. Due to its<br />

completely individual measurements, this is also the first vest that is comfortable for both women and men.<br />

<strong>TenCate</strong> focuses increasingly on security<br />

concepts based on a multi-risk approach.<br />

The changing role of the Navy (coastal protection)<br />

is leading to interesting developments in<br />

the protection of vessels.<br />

OUTLOOK<br />

Aerospace<br />

<strong>TenCate</strong> has an excellent position with<br />

the Cetex ® material, which is being used<br />

increasingly in various segments of the aircraft<br />

industry. The outlook for this composite<br />

material is therefore favourable. In order to<br />

achieve the planned growth, a new production<br />

hall with a third press will enter service in<br />

Nijverdal in mid-2007. The AS/EN 9100<br />

certificate has also been obtained. This makes<br />

<strong>TenCate</strong> one of the few qualified Dutch<br />

companies to operate in accordance with this<br />

system, which is intended for suppliers to the<br />

aircraft industry.<br />

Armour<br />

As a result of the modernisation programmes<br />

in various defence units, <strong>TenCate</strong> is experiencing<br />

strong growth, particularly in high-grade<br />

programmes for vehicle protection. The acquisition<br />

of the Danish company Roshield will<br />

contribute to this in 2007. In this market<br />

<strong>TenCate</strong> focuses particularly on concepts<br />

based on a combination of threat levels.


Electronic dyke monitoring increases the safety of dykes<br />

<strong>TenCate</strong> Geosynthetics is developing HydroDetect, a monitoring system based on geotextiles with interwoven optical fibres.<br />

The coating and weaving of the fibres for this functionality is sensitive, specialist work. The geotextile is buried in the core of<br />

the dyke. HydroDetect takes continuous measurements through the optical fibres using the characteristics of the reflected light,<br />

which is tension- and temperature-dependent.


In addition to deformations and tensions in the core of the dyke, HydroDetect records leaks and moisture.<br />

Using special recording equipment, changes can be observed up to several hundredths of a percent. In this way it is<br />

possible to detect deformations and tensions as well as leaks. Measures can then be taken to prevent<br />

a breach of the dyke.


Geosynthetics & Grass<br />

KEY FIGURES<br />

Geosynthetics & Grass <strong>2006</strong> 2005 2004 2003 2002<br />

in millions of euros<br />

Revenues 397.5 273.9 231.9 213.0 223.3<br />

Operating result (EBIT) 25.5 23.8 21.8 16.9 17.2<br />

EBIT margin 6.4 8.7 9.4 7.9 7.7<br />

Investments 28.9 10.5 5.3 8.3 8.8<br />

Depreciation and amortisation 13.7 7.9 7.9 8.7 10.0<br />

Net assets 215.8 206.4 98.2 102.1 108.1<br />

Staff years at year-end 1,633 1,544 1,176 1,121 1,065<br />

Return on net assets (%) 12.9 22.6 21.7 16.1 14.1<br />

ACTIVITIES<br />

The Geosynthetics & Grass sector consists of<br />

the following market groups:<br />

� <strong>TenCate</strong> Geosynthetics<br />

Fabrics, grids and nonwovens for use in<br />

civil engineering projects, the construction<br />

industry and the environmental market.<br />

<strong>TenCate</strong> also produces industrial fabrics<br />

for various applications, such as fish<br />

farms, agribusiness, sport and recreation.<br />

� <strong>TenCate</strong> Grass<br />

Artificial grass (Thiolon ® Grass) for a wide<br />

range of sport applications. <strong>TenCate</strong> produces<br />

the artificial grass fibre and the<br />

carpet backing. From 2007 <strong>TenCate</strong> is also<br />

supplying infill and other components,<br />

according to its own specifications, which<br />

play a part in determining the characteristics<br />

of an artificial grass pitch. Fibre<br />

production accounts for by far the largest<br />

proportion of sales.<br />

Fast, noise-free dewatering system<br />

The Port of Arcachon in France had to be dredged. Since the port is an important tourist attraction, the dredging had to be carried<br />

out rapidly and without noise and also had to take up little space. Previously the sludge could still be removed to the Atlantic<br />

Ocean, but tighter environmental legislation meant that this was no longer possible. A local contractor decided to conduct a trial<br />

with the <strong>TenCate</strong> Geotube® system. By adding polymers to the dredging sludge in the Geotube system, the sludge was rapidly<br />

dewatered. As a result, the volume and weight decreased rapidly. The solid materials could then be removed by truck for further<br />

processing.<br />

SALES AND RESULTS<br />

In the year under review, sales in the <strong>TenCate</strong><br />

Geosynthetics & Grass sector amounted to<br />

€ 398 million, a rise of 45% (2005: € 274 million).<br />

This rise was almost entirely due to the<br />

acquisition of Polyfelt (on 15 December 2005).<br />

The operating result rose from € 23.8 million to<br />

€ 25.5 million. On an organic basis, the operating<br />

result decreased by 20%.<br />

The EBIT margin fell during the year under<br />

review to 6.4% (2005: 8.7%). This is mainly<br />

due to the higher costs associated with<br />

extensive investment programmes and lower<br />

margins on the artificial grass activities as a<br />

result of increased competition. Measures<br />

were taken during the year under review in<br />

order to achieve efficiency improvements, cost<br />

control and greater distinctive capability


INVESTMENTS<br />

The total investments in this sector rose 175%.<br />

€ 28.9 million was invested during the year<br />

under review, compared to € 10.5 million in<br />

2005. Depreciation and amortisation amounted<br />

to € 13.7 million in <strong>2006</strong>.<br />

Considerable sums were invested in <strong>2006</strong> in<br />

the expansion of production capacity in China<br />

(Geosynthetics) and in Dayton and Nijverdal for<br />

monofilament fibres.<br />

GEOSYNTHETICS<br />

MARKET POSITION AND STRATEGY<br />

As a result of the acquisition of Polyfelt at<br />

the end of 2005, <strong>TenCate</strong> has acquired a<br />

leading position in the geosynthetics market<br />

worldwide. <strong>TenCate</strong> operates in the market<br />

under the name of <strong>TenCate</strong> Geosynthetics.<br />

Geosynthetics is the collective name for<br />

fabrics, grids and nonwovens which are mainly<br />

used in civil engineering, agriculture and<br />

the construction industry. The use of these<br />

materials is mainly aimed at (erosion)<br />

protection, ground stability, land reclamation,<br />

drainage, separation of strata and<br />

strengthening of dykes and sheet piling.<br />

Customers for these products are mainly the<br />

dredging industry and construction companies.<br />

The market leadership should ensure further<br />

profitable growth in this sector. In the<br />

implementation of the global strategy, market<br />

positions with a strong brand image (Mirafi ® ,<br />

Polyfelt ® , Bidim ® and Nicolon ® labels) are<br />

exploited.<br />

In addition to the United States, <strong>TenCate</strong> has<br />

substantial production and distribution<br />

facilities in Europe and south-east Asia for<br />

geosynthetics with <strong>TenCate</strong> Geosynthetics<br />

Austria (Polyfelt) and France (Bidim). Both<br />

companies have a prominent presence in these<br />

regions. The companies integrated in the<br />

organisation are entirely complementary in<br />

terms of market area, product portfolio and<br />

technology. With plants in Linz (Austria),<br />

Bezons (France) and Kuala Lumpur (Malaysia)<br />

and ten sales offices spread across Europe<br />

and South-East Asia, as well as a 50%<br />

interest in Geofabrics Australasia, with a<br />

dominant share of the Australian market,<br />

<strong>TenCate</strong> Geosynthetics Austria and France<br />

represent an important strengthening of<br />

<strong>TenCate</strong> Geosynthetics. A position has therefore<br />

been attained, or can be built up, which is<br />

comparable to that in America. <strong>TenCate</strong> is<br />

successful in the US on the basis of a strategy<br />

aimed at offering a wide range of products<br />

with a high level of service and technical<br />

support.<br />

<strong>TenCate</strong> has been active for many years in the<br />

geosynthetics market and constantly develops<br />

new applications, such as the <strong>TenCate</strong><br />

Geotube ® concept. Geotube ® , a large container<br />

filled with sand, has already been in use<br />

successfully for a number of years worldwide<br />

for the construction of water works, coastal<br />

protection and land reclamation. Further<br />

development of this concept has led to a<br />

solution in the environmental market, whereby<br />

sludge is cleared from ports, canals and lakes.<br />

In the case of industrial sludge from,<br />

for example, the paper and pulp industry,<br />

Geotube ® operates as a filtering and<br />

dewatering technology (high performance<br />

filtration fabric). These products can be used<br />

in a wide range of water management<br />

applications. Their use worldwide is<br />

increasing, partly as a result of natural<br />

disasters, flooding and water shortages.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 51


GENERAL PERFORMANCE IN <strong>2006</strong><br />

For <strong>TenCate</strong> Geosynthetics <strong>2006</strong> was<br />

dominated by the integration of Polyfelt. Partly<br />

as a result of favourable market developments,<br />

considerable progress was made in increasing<br />

profitability in Europe and Asia. There<br />

was growth in both the geotextiles and the<br />

industrial fabrics market, with a good level of<br />

capacity utilisation. The new product line at<br />

the Linz site, based on a technology developed<br />

in-house, improved further in <strong>2006</strong>. The cooling<br />

of the US economy impacted the growth of<br />

activities in that country, leading to somewhat<br />

lower margins.<br />

A global strategy was formulated and<br />

implemented during the year under review.<br />

This is focused on gearing the various<br />

production facilities and technologies to the<br />

required product portfolio, product innovations<br />

and growth in new applications and<br />

geographic areas. In addition to dominant<br />

positions in the US, Europe and Asia, <strong>TenCate</strong><br />

is increasingly looking at growth potential in<br />

the Middle East and Eastern Europe.<br />

More than 50% of materials are used in infrastructure<br />

projects (geoproducts and systems)<br />

and in civil engineering. In addition, materials<br />

are supplied for the construction industry, the<br />

recreation market and the agricultural sector.<br />

<strong>TenCate</strong> has a share of over 50% of the<br />

mushroom cultivation sector. Substantial<br />

growth was achieved in grids and nonwovens<br />

for varied applications once again in <strong>2006</strong>.<br />

Filtration is another application for which<br />

new products were developed. As a result<br />

of the acquisition of Polyfelt, <strong>TenCate</strong> has<br />

considerably strengthened the position in the<br />

European and Asian project market. In this<br />

market, which has higher margins, there is<br />

growing demand for technological support and<br />

assistance for materials in systems solutions.<br />

<strong>TenCate</strong> is well positioned for this and made it<br />

a focus of its strategy.<br />

The companies in the sector won a number<br />

of attractive projects and orders in the infrastructure<br />

and environment area in <strong>2006</strong>:<br />

� <strong>TenCate</strong> is involved in one of the most<br />

important infrastructure projects in Korea,<br />

the largest Geotube order ever obtained;<br />

� <strong>TenCate</strong> is involved with Geotube in an<br />

extensive water treatment project in two<br />

lakes in Sweden which are polluted with<br />

sludge from the paper and pulp industry;<br />

� <strong>TenCate</strong> Geosynthetics Iberia was involved<br />

in an extensive project with geotextiles in<br />

A more economical way to bridge the gap<br />

The Incheon Bridge is being built to link the Korean city of Seoul to Incheon Airport. At the mainland end, the access road is being<br />

built on reclaimed land. Instead of the usual construction using steel sheet piling, <strong>TenCate</strong> Geotube® is being used. As a result<br />

there are two causeways with a height of five metres, 100 metres apart. Sand is being deposited between the causeways,<br />

creating a work island for the building of the bridge and the approach road. Approximately 18 km of Geotube has been used to<br />

build the causeways.<br />

a former mining area in Calaña (Spain)<br />

which had to be fully integrated into the<br />

environment;<br />

� <strong>TenCate</strong>’s Geotube technology was chosen<br />

for the dewatering of dredging sludge<br />

(120,000 m3) from the area around Venice;<br />

� a pilot was successfully completed in the<br />

US for the dewatering of industrial sludge.<br />

Geotube systems were also used in <strong>2006</strong> for<br />

land reclamation, coastal protection and dyke<br />

construction. Interesting developments are<br />

taking place in the latter field, such as the<br />

possibility of early detection of defects in<br />

dykes (HydroDetect). This is a monitoring<br />

system based on geotextiles with interwoven<br />

optical fibres. This geotextile is buried in<br />

the core of the dyke. Using special<br />

recording equipment, it is possible to detect<br />

deformations and tensions such as leaks.<br />

Measures can then be taken to prevent a<br />

breach. <strong>TenCate</strong> is already applying the<br />

principle in GeoDetect, a geotextile with<br />

integrated optical fibres. GeoDetect makes it<br />

possible to monitor reinforced soil structures<br />

and deal with subsidence before it becomes<br />

critical. Fifteen projects have been successfully<br />

completed worldwide with GeoDetect.<br />

Two trial projects are currently under way


for HydroDetect. There is considerable market<br />

potential and in Europe the projects announced<br />

in the field of water management and dyke<br />

construction will provide a boost for this<br />

market segment.<br />

<strong>TenCate</strong> Nicolon Australia was sold to<br />

Geofabrics Australasia (a <strong>TenCate</strong> joint<br />

venture) in order to serve the Australian<br />

market more efficiently.<br />

OUTLOOK<br />

<strong>TenCate</strong>’s position in the European and Asian<br />

market for infrastructure projects has been<br />

considerably strengthened through the integration<br />

of Polyfelt. This offers excellent prospects<br />

for further sales and profit growth, in spite<br />

of the economic uncertainties in America.<br />

This growth is expected partly on the basis of<br />

the increasing attention devoted to water<br />

management and environmental protection.<br />

<strong>TenCate</strong>’s position in the geosynthetics market offers<br />

excellent prospects for further sales and profit growth.<br />

GRASS<br />

MARKET POSITION AND DEVELOPMENTS<br />

<strong>TenCate</strong> is the global market leader in terms<br />

of volume and innovation in the market for<br />

artificial grass fibres. The company has been<br />

developing, producing and marketing artificial<br />

grass fibres and carpet backing for artificial<br />

grass pitches for various applications for<br />

almost 40 years. <strong>TenCate</strong> has a leading role in<br />

research and development and is therefore<br />

aware of its social responsibility. In contact<br />

sports such as football, player safety is of<br />

paramount importance. Environmental aspects<br />

are taken into account in the development of a<br />

safe overall concept, consisting of a top layer<br />

and a base <strong>TenCate</strong> has leading products and<br />

systems. These are supplied to companies<br />

which offer total concepts to end-users,<br />

such as companies in the carpet sector and<br />

marketing organisations<br />

The volume of the world market is expected to<br />

grow in the next few years by an average of<br />

15% per year. Geographically, however, there<br />

are major differences. According to external<br />

sources (2005), the European artificial grass<br />

market accounted for over 40% of total<br />

demand in 2005. The American market is<br />

somewhat smaller, with a share of over 35%,<br />

although the growth trend is much higher.<br />

This is due not only to the enormous market<br />

potential, but also to the higher degree of<br />

acceptance. Artificial grass has been widely<br />

accepted for much longer in America. It is used<br />

not only for American football but also for<br />

other sports and for university and high-school<br />

pitches. The continuing growth in the market is<br />

attracting new market participants. This is also<br />

one of the challenges in a growth market. The<br />

industry intends jointly to ensure better quality,<br />

with quality criteria, delivery conditions and<br />

warranties providing a better guarantee for<br />

end users.<br />

<strong>TenCate</strong> is well represented in the European<br />

and American market. The <strong>TenCate</strong> Thiolon ®<br />

brand has a strong quality image in that<br />

country. Quality and characteristics such as<br />

ball behaviour, friction resistance of the boot<br />

and sliding performance are aspects which<br />

have developed strongly among end-users<br />

in the American market. In Europe too there<br />

is evidence of a trend towards greater<br />

importance being attached to quality and<br />

safety. That is due to the fact that particularly<br />

local authorities, which are major customers,<br />

are accumulating greater knowledge of<br />

artificial grass.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 53


In addition, the public debate on the use of<br />

rubber infill based on recycled vehicle tyres in<br />

sports pitches has stimulated discussion of<br />

safety and environmental aspects. <strong>TenCate</strong><br />

sees this as a positive development.<br />

<strong>TenCate</strong> has built up a close relationship<br />

with many suppliers of artificial grass<br />

pitches. In the US, the emphasis is on<br />

marketing organisations. In Europe, carpet<br />

producers also occupy an important position.<br />

In the context of end-user marketing, <strong>TenCate</strong><br />

itself is also active in dealings with end-users,<br />

partly on the basis of the knowledge<br />

accumulated in the field of research and<br />

development. In this regard <strong>TenCate</strong> is an<br />

important partner in the chain, for both direct<br />

customers and end-users.<br />

A large number of sports are played on<br />

artificial grass around the world. Football is<br />

one of the main growth markets. FIFA and<br />

UEFA now allow artificial grass to be used up<br />

to the highest level, but acceptance among<br />

top-flight clubs is slow. Nevertheless,<br />

increasing interest is evident and the<br />

prejudices are disappearing. That is because<br />

players are finding that a new generation of<br />

artificial grass pitches provides a real<br />

alternative in periods in which it is almost<br />

impossible to play on natural grass.<br />

The Grass group also includes production of<br />

backing, the material on which fibres are<br />

tufted by carpet producers. Growth is being<br />

achieved in outdoor backing for artificial grass<br />

carpet. The production of indoor backings is<br />

gradually being scaled down because of low<br />

margins. In <strong>2006</strong>, <strong>TenCate</strong> also began supplying<br />

infill (Thiolon Infill Pro), which occupies the<br />

space between the grass fibres. The type of<br />

infill is one of the factors that determines<br />

performance of the artificial grass pitch. This<br />

infill is made not of recycled material but<br />

of environmentally friendly thermoplastic<br />

granules and is therefore free of any harmful<br />

substances. The supply of infill is a necessary<br />

step in order to be able to market system<br />

concepts, together with components which are<br />

used in the base. At present, there are still too<br />

few total concepts in the market which enable<br />

the end-user to make choices on the basis<br />

of the required performance or playing<br />

characteristics of the pitch. This approach is<br />

being developed further together with partners<br />

in the chain. This is an important strategic<br />

development and one which increases the<br />

distinctive capability.<br />

Super artificial grass for the Superdome<br />

The Superdome in New Orleans (Louisiana, USA) was severely damaged by hurricane Katrina in August 2005. It was subsequently<br />

used as a reception centre for 25,000 residents who had been made homeless. A year later the completely renovated stadium was<br />

the venue for the first home game of the New Orleans Saints. The Superdome had a completely new artificial grass pitch based on<br />

<strong>TenCate</strong> Thiolon ® fibres. Thiolon grass fibres have been designed for optimum performance in competitions at every level, but are<br />

also suitable for other events. The pitch provides footballers in the NFL and other leagues with a fast and stable base which<br />

protects them against injuries.<br />

STRATEGY<br />

<strong>TenCate</strong>’s strategy is focused on supplying<br />

high-quality artificial grass fibres and backing<br />

for a large number of sports and landscaping<br />

(landscape applications, green spaces).<br />

<strong>TenCate</strong> distinguishes itself through product<br />

differentiation in various artificial grass<br />

applications for top-flight sports and recreation<br />

sport on a competition level. However, the<br />

European amateur market still makes too few<br />

specific demands on the quality aspects and is<br />

therefore still highly price-sensitive. However,<br />

this is changing to some extent, because of<br />

increasing awareness of the performance<br />

of sports pitches. In the past there was a<br />

strong emphasis on innovation and product<br />

differentiation. In the context of system<br />

development, the focus is being shifted more<br />

to cost control and marketing.<br />

In addition to a focus on costs, <strong>TenCate</strong> will<br />

develop system concepts in order to make<br />

quality differences in sports pitches clearer.<br />

The strategy here too is focused on exploiting<br />

economies of scale within the strategic<br />

concept of value chain management.<br />

Within the system concept, <strong>TenCate</strong> aims to<br />

co-operate with market operators who endorse<br />

this approach:


� systematic development of sports pitches,<br />

with predictable technical characteristics;<br />

� provision of a wide range of artificial<br />

grass systems, focusing on the specific<br />

requirements of users;<br />

� increase in the current quality standards,<br />

with greater attention being devoted to<br />

the level of technical characteristics;<br />

� safe base for players;<br />

� development of a cost-effective total<br />

concept in order to put the product within<br />

reach of a wider target group;<br />

� partnerships in the chain to guarantee the<br />

quality of the end-product, made from<br />

high-quality system components;<br />

� end-user marketing, in which <strong>TenCate</strong>,<br />

together with partners, advises endusers<br />

such as leagues, clubs and other<br />

interested parties directly or through its<br />

sales partners with regard to the system<br />

performance of the pitch;<br />

� transparency with regard to the<br />

�<br />

characteristics and durability of the sports<br />

pitch<br />

exclusion of possibly environmentally<br />

unfriendly or harmful raw materials.<br />

<strong>TenCate</strong> seeks to maintain its distinctive<br />

position by supplying high-quality products and<br />

systems and carrying out intensive R&D,<br />

in close co-operation with knowledge<br />

institutions. This includes co-operation<br />

with the Institute for Sport & Leisure of the<br />

University of Twente, TNO and other testing<br />

and research centres. In this way it is able to<br />

provide sound advice and information for<br />

end-users.<br />

GENERAL PERFORMANCE IN <strong>2006</strong><br />

Growth in the Grass group fell short of<br />

expectations during the year under review.<br />

This was due partly to a delay in the laying of<br />

new sports pitches in the US. There was also a<br />

substantial shift in demand. The European<br />

market in particular saw a shift within a short<br />

period as a result of growing demand from<br />

football.<br />

The football market is increasingly demanding<br />

fibres with a strong visual similarity to natural<br />

grass. <strong>TenCate</strong> has anticipated this by developing<br />

new fibres (including monofilament fibres)<br />

in which the required technical characteristics<br />

are guaranteed. These fibre types are used by,<br />

among others, FIFA, which chose a <strong>TenCate</strong><br />

Thiolon system for the FIFA Home in Zurich<br />

during the year under review, the KNVB<br />

training complex, Heracles Almelo, AGOVV and<br />

leading clubs such as PSV and Ajax for their<br />

training pitches<br />

Hockey, which also accounts for a large share<br />

of sales, is a replacement market.<br />

The large extension of the production capacity<br />

for monofilaments, which was completed after<br />

some delay, involved high costs. Because of<br />

the switch of production, there was temporary<br />

sales shortfall, because for a certain period it<br />

was not possible to meet demand from the<br />

market.<br />

Due to increasing competition, there was<br />

a further tightening of margins, particularly<br />

in the volume segment (amateur market).<br />

The margins in this market declined further<br />

compared to 2005.<br />

Both internal and external factors, as stated<br />

previously, put pressure on results. Measures<br />

were therefore taken during the year under<br />

review, with the aim of achieving further<br />

efficiency improvement, improvement in<br />

logistics processes and cost control.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 55


In <strong>2006</strong> <strong>TenCate</strong> drew up an action plan in<br />

order to shape its future leading role in the<br />

artificial grass sector. In addition to measures<br />

aimed at operational and logistical improvements,<br />

these are:<br />

� adaptation of the product portfolio in order<br />

to accommodate the shift in demand to<br />

football;<br />

� making end-users aware of the importance<br />

of a good, durable and safe pitch (brand<br />

awareness and system approach);<br />

� acceleration of technological developments<br />

based on patent positions (new<br />

generations of artificial grass fibres and<br />

artificial grass systems);<br />

� repositioning through greater control over<br />

the value chain and embedding of the<br />

system philosophy.<br />

In order to accelerate the technological<br />

developments, <strong>TenCate</strong> signed a declaration of<br />

intent in <strong>2006</strong> with GreenFields in Kampen<br />

with a view to the joint development of a new<br />

artificial grass system (fourth-generation<br />

artificial grass). This concept is based on an<br />

integrated artificial grass system.<br />

In order to strengthen <strong>TenCate</strong>’s current<br />

knowledge position, a patent is being acquired<br />

from GreenFields, thereby significantly<br />

enhancing our existing worldwide patent<br />

position. The development of the fourthgeneration<br />

artificial grass system is aimed<br />

partly at reducing the cost of the artificial<br />

grass system.<br />

The repositioning in the value chain is taking<br />

place partly as a result of greater co-operation<br />

with strategic partners. With GreenFields this<br />

co-operation entails the following:<br />

� <strong>TenCate</strong> sells 80% of the shares in<br />

Landscape Solutions (artificial grass for<br />

landscaping under the Royal Grass brand<br />

name) to a company associated with<br />

GreenFields;<br />

� <strong>TenCate</strong> continues to supply artificial grass<br />

fibres and backing for the Royal Grass<br />

brand to GreenFields;<br />

� GreenFields will be among the market<br />

participants that work closely with<br />

<strong>TenCate</strong>, in both the development and<br />

commercial areas.<br />

Attractive artificial grass saves precious water<br />

Severe shortages of rainwater occur regularly in southern Europe. Partly for that reason, artificial grass is becoming increasingly<br />

popular for use in public open spaces in various local authority areas. It looks very natural and needs no water. The company<br />

responsible for laying the pipes which supply and remove water investigated the payback period of Royal Grass in open<br />

installations on roundabouts and central reservations in Madrid. It turned out to be less than four years. In that way <strong>TenCate</strong> is<br />

helping to limit water consumption.<br />

<strong>TenCate</strong> has also entered into a strategic<br />

alliance with FieldTurf Tarkett, the leading<br />

marketing organisation in the United States<br />

and Europe for artificial grass systems for<br />

many sport applications. FieldTurf Tarkett has<br />

extensive knowledge of patented artificial<br />

grass systems and excellent access to the<br />

market. For Ten Cate, the partnerships deliver<br />

improved access to the end-market. It provides<br />

major support for the strategic focus on<br />

systems and system characteristics.


OUTLOOK<br />

The artificial grass market is experiencing<br />

structural growth, with an expected average<br />

of 15%. The announced acquisition of the<br />

artificial grass activities of Mattex Leisure<br />

Industries in February 2007 will further<br />

strengthen <strong>TenCate</strong>’s position worldwide. The<br />

products supplied by Mattex (<strong>TenCate</strong> Thiolon<br />

Middle East) are an excellent addition to the<br />

existing product portfolio.<br />

The alliances with FieldTurf Tarkett and<br />

GreenFields give <strong>TenCate</strong> more direct access to<br />

end-markets, lending further support to the<br />

system concept. In 2007 the production facility<br />

at Nijmegen (Nymplex site) will be absorbed in<br />

<strong>TenCate</strong> Thiolon in Nijverdal. This will involve<br />

non-recurring costs. There will be a further<br />

expansion of production capacity and<br />

adjustments to logistics in 2007. It is expected<br />

that <strong>TenCate</strong> will be better able to anticipate<br />

market demand in 2007. Important strategic<br />

steps were taken at the end of <strong>2006</strong> and in the<br />

first quarter of 2007. These are expected to<br />

make a positive contribution to the result<br />

in 2007.<br />

<strong>TenCate</strong> also strives for a system approach in the artificial grass market.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 57


ATMs run on rollers<br />

Never a banknote too many or too few. That is no coincidence. In thousands of ATMs worldwide rollers from <strong>TenCate</strong> Enbi<br />

are doing their work. You cannot see them, but these rollers ensure that the correct number of banknotes are issued.<br />

Time after time, millions of times a day in all currencies.


<strong>TenCate</strong> Enbi rollers process more than 150 different types of currency, if necessary at a speed of more than 40 banknotes per second.<br />

That requires very precise technology. <strong>TenCate</strong> Enbi supplies materials for the right solution. The self-regenerating surfaces of the<br />

rollers ensure a reliable and durable performance. With truly invisible precision.


Technical Components<br />

KEY FIGURES<br />

Technical Components <strong>2006</strong> 2005 2004 2003 2002<br />

in millions of euros<br />

Revenues 92.7 126.3 178.7 186.3 202.5<br />

Operating result (EBIT) 6.2 7.1 8.9 8.6 3.5<br />

EBIT margin 6.7 5.6 5.0 4.6 1.7<br />

Investments 2.2 2.5 2.7 2.5 4.4<br />

Depreciation and amortisation 2.7 4.8 5.7 6.6 9.5<br />

Net assets 27.9 44.9 68.5 79.9 92.1<br />

Staff years at year-end 661 828 1,223 1,281 1,327<br />

Return on net assets (%) 21.5 13.5 11.9 9.9 3.3<br />

ACTIVITIES<br />

The Technical Components sector consists of:<br />

� <strong>TenCate</strong> Enbi<br />

<strong>TenCate</strong> Enbi is one of the major global<br />

players in the development and production<br />

of (technical) rollers and components<br />

based on rubber and foam technology for<br />

paper transport and image transfer in<br />

printers, copiers and fax machines, and for<br />

postal sorting machines and automated<br />

teller machines.<br />

60<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

� Business Key<br />

Business Key, the only remaining part of<br />

the Mega Valves International group which<br />

was sold in the spring of 2005, is a small<br />

Spanish company trading in components<br />

for fluid systems for agriculture and<br />

horticulture, industry and the construction<br />

sector. In view of the limited size of this<br />

unit, no separate performance report is<br />

presented.<br />

SALES AND RESULTS<br />

Sales decreased during the year under review<br />

to € 93 million. (2005: € 126 million). This was<br />

mainly due to the sale of <strong>TenCate</strong> Plasticum).<br />

On an organic basis, sales grew 6%. This<br />

increase was due in particular to growth of<br />

<strong>TenCate</strong> Enbi in Europe and the United States.<br />

The operating result amounted to € 6.2 million<br />

(2005: € 7.1 million). On an organic basis, the<br />

operating result was 14% higher.<br />

MARKET POSITION AND STRATEGY<br />

OF TEN CATE ENBI<br />

<strong>TenCate</strong> Enbi is a leading supplier to major<br />

European and American printer and copier<br />

producers and is one of the few suppliers to<br />

operate on three continents. Europe, America<br />

and Asia. Competitors operate primarily in<br />

local markets. The market is price-sensitive<br />

and cost control is therefore of great<br />

importance. In order to optimise logistics, it is<br />

necessary to manufacture products in the<br />

immediate vicinity of the customer (OEM).<br />

<strong>TenCate</strong> Enbi is a major supplier to producers<br />

of printers and copiers. It also serves a number<br />

of niche markets, including those for postal<br />

sorting machines, automated teller machines,<br />

insulation and heating systems.


High-grade products are developed in co-operation<br />

with the customer. The company also<br />

develops and produces its own products for<br />

OEMs as well as rollers for cartridges for the<br />

replacement market. <strong>TenCate</strong> Enbi is striving to<br />

broaden its customer portfolio. In <strong>2006</strong> it<br />

achieved major progress in this regard,<br />

including its qualification as a supplier to a<br />

Korean OEM of laser printers. <strong>TenCate</strong> Enbi<br />

stands out from its competitors because of its<br />

high-grade knowledge and products, high<br />

delivery reliability and a competitive cost level.<br />

Moreover, the company is able to react quickly<br />

to global shifts in production by OEMs. The<br />

sites in Singapore and China are particularly<br />

well-placed to benefit from the latter trend.<br />

<strong>TenCate</strong> Enbi fulfils high technological and<br />

quality requirements. The development of new<br />

products is essential in order to generate<br />

replacement sales in a market with ever<br />

shorter life cycles and achieve further growth.<br />

<strong>TenCate</strong> Enbi has all the necessary tools for<br />

success, although it has become clear that<br />

allowance must be made for protracted<br />

qualification procedures that are intended to<br />

ensure that the requirements are met in almost<br />

all circumstances.<br />

As a result of its global spread of production<br />

facilities, the introduction of in-house products<br />

and a larger customer base, <strong>TenCate</strong> Enbi’s risk<br />

profile has improved greatly. There is also<br />

more certainty of further earnings growth.<br />

PERFORMANCE IN <strong>2006</strong><br />

The Technical Components sector showed<br />

a further improvement in results in <strong>2006</strong>.<br />

<strong>TenCate</strong> Enbi benefited from positive developments<br />

in the European companies in Germany<br />

and Hungary.<br />

Sales at <strong>TenCate</strong> Enbi increased during the<br />

year under review after falling in previous<br />

years due to restructuring. This is a positive<br />

development, particularly in view of the fact<br />

that one of the largest customers has opted for<br />

backward integration. The challenge is to<br />

generate replacement sales in time in a market<br />

in which products are becoming obsolete ever<br />

faster and in which production is constantly<br />

being transferred to low-wage countries, such<br />

as China and Malaysia.<br />

A new strategic market is the replacement<br />

market for (colour) laser printer cartridges.<br />

<strong>TenCate</strong> Enbi further expanded its position in<br />

this market in <strong>2006</strong>. It produces its own rollers<br />

for laser printer cartridges based on its own<br />

technological knowledge. These rollers fulfil<br />

the same criteria as those applied for the<br />

OEMs. For logistics reasons, the production of<br />

rollers for the replacement market is tied more<br />

to individual regions, making it attractive for<br />

all <strong>TenCate</strong> Enbi sites. In addition to the fact<br />

that this is an important potential market for<br />

<strong>TenCate</strong> Enbi, this helps provide a better<br />

foundation for the company. Corporate risks,<br />

such as customer dependence and underutilisation<br />

of capacity, are thereby reduced.<br />

The market penetration, however, has been<br />

slower than expected due to protracted<br />

qualification procedures.<br />

<strong>TenCate</strong> Enbi has a good basis for further<br />

growth in both the OEM and the replacement<br />

market, given that the company is well known<br />

for its high quality and delivery reliability. This<br />

enables <strong>TenCate</strong> Enbi to penetrate new<br />

markets, with other industrial applications for<br />

rubber and foam technology. Further major<br />

orders were received from existing customers in<br />

<strong>2006</strong> for new platforms for printers and copiers.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 61


OUTLOOK<br />

<strong>TenCate</strong> Enbi operates in a global market<br />

which is dominated by a number of large<br />

players. Customers will continue to transfer<br />

production in order to make cost savings. The<br />

transfer of production to low-wage countries<br />

applies mainly to the production of volume<br />

products. High-grade production for niche<br />

markets is taking place on an increasingly<br />

regional basis. With sites in the United States,<br />

Europe and Asia, <strong>TenCate</strong> Enbi can respond<br />

appropriately to every possible development.<br />

In the longer term it therefore expects further<br />

growth in sales and earnings.<br />

<strong>TenCate</strong> has previously expressed its intention<br />

of divesting <strong>TenCate</strong> Enbi. No time limit has<br />

been put on the divestment.<br />

62<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>


X-ray photographs turned out fast with <strong>TenCate</strong> Enbi<br />

When the highest-quality photographs are required for X-ray examinations or other uses, <strong>TenCate</strong> Enbi offers a helping hand.<br />

The rollers are made from materials which are resistant to developing and fixing liquids. Broken leg or wrist? Preventive examina-<br />

tion? Doctors and medical personnel can rapidly obtain razor-sharp photographs and use them to provide the necessary treatment.<br />

The Technical Components sector showed<br />

a further improvement in results in <strong>2006</strong>.<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 63


More comfort and better fire protection for military personnel<br />

<strong>TenCate</strong> Protective Fabrics USA has developed a second-generation Universal Camouflage Pattern fabric. This material, based on<br />

aramid fibres and a patented process, is more comfortable than the current military standard, but that is not at the expense of the<br />

fire resistance and other functional characteristics. In that way <strong>TenCate</strong> can meet the US Army’s requirement for fire-resistant<br />

camouflage uniforms to provide better protection for its military personnel.


<strong>TenCate</strong> has a leading role in the US military market for fire-resistant camouflage print fabrics. Clothing manufacturers use<br />

the <strong>TenCate</strong> materials to produce clothing for the crews of combat vehicles, aircraft and other high-risk environments.


66<br />

Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>


Financial statements <strong>2006</strong><br />

Royal Ten Cate<br />

Consolidated profit and loss account<br />

Consolidated balance sheet<br />

Consolidated cash flow statement<br />

Equity<br />

Notes to the consolidated financial statements<br />

1 General information on Royal Ten Cate<br />

2 General principles for financial reporting<br />

3 Principles for the preparation<br />

of the financial statements<br />

4 Consolidation principles<br />

5 Foreign currencies<br />

6 Derivatives<br />

7 Hedge accounting<br />

8 Segment reporting<br />

9 Revenues<br />

10 Raw materials and manufacturing supplies<br />

11 Lease payments<br />

12 Financial income and expenses<br />

13 Profit tax<br />

14 Earnings per share<br />

15 New standards and interpretations<br />

not yet applied<br />

16 Principles for the cash flow statement<br />

17 Tangible fixed assets<br />

18 Intangible fixed assets<br />

19 Inventories<br />

20 Trade and other receivables<br />

21 Cash and cash equivalents<br />

22 Impairment<br />

23 Share capital<br />

24 Pension liabilities<br />

69<br />

70<br />

72<br />

74<br />

75<br />

75<br />

75<br />

75<br />

76<br />

76<br />

77<br />

77<br />

78<br />

78<br />

78<br />

78<br />

78<br />

79<br />

79<br />

79<br />

80<br />

80<br />

81<br />

82<br />

82<br />

82<br />

82<br />

83<br />

83<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 67


25 Share-based payments<br />

26 Provisions<br />

27 Long-term debts<br />

28 Trade creditors and other payables<br />

Notes to the consolidated profit and loss account<br />

29 Segment information<br />

30 Acquisitions and divestment of subsidiaries<br />

31 Personnel costs<br />

32 Other operating costs<br />

33 Financial income and expenses<br />

34 Profit tax<br />

35 Result from associated companies<br />

36 Result from divested activities<br />

37 Notes to the consolidated balance sheet<br />

38 Tangible fixed assets<br />

39 Intangible fixed assets<br />

40 Associated companies<br />

41 Other long-term receivables and investments<br />

42 Deferred tax receivables and liabilities<br />

43 Inventories<br />

44 Trade debtors<br />

45 Other receivables<br />

46 Cash and cash equivalents<br />

47 Equity<br />

48 Earnings per share<br />

49 Long-term debts<br />

50 Pension liabilities<br />

51 Provisions<br />

68<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

84<br />

84<br />

85<br />

85<br />

86<br />

86<br />

88<br />

89<br />

89<br />

90<br />

90<br />

91<br />

91<br />

92<br />

92<br />

94<br />

95<br />

96<br />

96<br />

96<br />

97<br />

97<br />

97<br />

97<br />

99<br />

100<br />

102<br />

105<br />

52 Other information<br />

53 Financial instruments<br />

54 Liabilities not shown in the balance sheet<br />

55 Investment liabilities<br />

56 Contingent liabilities<br />

57 Subsequent events<br />

58 Related parties<br />

59 Estimates and judgments formed by<br />

the management<br />

60 Company financial statements<br />

61 Company profit and loss account<br />

62 Company balance sheet<br />

63 Notes to the company financial statements<br />

64 Financial fixed assets<br />

65 Equity<br />

66 Called and paid-up capital<br />

67 Ordinary shares<br />

68 Share premium reserve<br />

69 Retained earnings of associated companies<br />

70 Other reserves<br />

71 Option scheme<br />

72 Provisions<br />

73 Long-term liabilities<br />

74 Short-term liabilities<br />

75 Other information<br />

Additional data<br />

Auditors’ report<br />

Post balance sheet events<br />

Provision of the articles of association<br />

relating to appropriation of profit<br />

Proposed appropriation of profit<br />

Ten-year summary<br />

106<br />

106<br />

108<br />

108<br />

109<br />

109<br />

109<br />

111<br />

112<br />

112<br />

113<br />

114<br />

114<br />

115<br />

115<br />

115<br />

115<br />

116<br />

116<br />

116<br />

118<br />

118<br />

118<br />

118<br />

120<br />

121<br />

123<br />

125<br />

125<br />

126


Consolidated profit and loss account<br />

in millions of euros<br />

Revenues<br />

Changes in inventories of finished products and work in progress<br />

Raw materials and manufacturing supplies<br />

Work contracted out and other external expenses<br />

Personnel costs<br />

Depreciation and amortisation<br />

Other operating costs<br />

Total operating expenses<br />

OPERATING RESULT<br />

Financial income<br />

Financial expenses<br />

NET FINANCIAL EXPENSES<br />

PRE-TAX RESULT<br />

Profit tax<br />

Result after tax but before divestment of activities<br />

Result from associated companies<br />

Result from divested activities after tax<br />

RESULT AFTER TAX<br />

ATTRIBUTABLE TO:<br />

Shareholders of the company (net profit)<br />

Minority interests<br />

Weighted average number of shares (x 1,000)*<br />

Weighted average number of shares after dilution (x 1,000)*<br />

Net earnings per share (euro)*<br />

– corrected for result from sale of Synbra<br />

Diluted net earnings per share*<br />

– corrected for result from sale of Synbra<br />

* After split of par value of shares from € 10 to € 2.50.<br />

note<br />

29<br />

31<br />

32<br />

33<br />

33<br />

34<br />

35<br />

36<br />

48<br />

48<br />

<strong>2006</strong><br />

770.5<br />

– 4.8<br />

402.2<br />

34.7<br />

171.2<br />

23.1<br />

94.0<br />

720.4<br />

50.1<br />

0.1<br />

– 8.1<br />

– 8.0<br />

42.1<br />

– 11.4<br />

30.7<br />

3.4<br />

42.0<br />

76.1<br />

76.0<br />

0.1<br />

20,749<br />

21,264<br />

3.66<br />

1.76<br />

3.57<br />

1.72<br />

2005<br />

686.5<br />

0.5<br />

353.8<br />

29.3<br />

161.6<br />

19.3<br />

83.5<br />

648.0<br />

38.5<br />

0.2<br />

– 4.8<br />

– 4.6<br />

33.9<br />

– 11.5<br />

22.4<br />

4.4<br />

3.7<br />

30.5<br />

30.5<br />

–<br />

20,567<br />

20,946<br />

1.48<br />

1.48<br />

1.46<br />

1.46<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 69


Consolidated balance sheet<br />

in millions of euros<br />

FIXED ASSETS<br />

Tangible fixed assets<br />

Intangible fixed assets<br />

Associated companies<br />

Long-term receivables from associated companies<br />

Other long-term receivables<br />

Deferred tax receivables<br />

Total fixed assets<br />

CURRENT ASSETS<br />

Inventories<br />

Receivables<br />

Trade debtors<br />

Tax receivables<br />

Other receivables<br />

Cash and cash equivalents<br />

Total current assets<br />

TOTAL ASSETS<br />

70<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

note<br />

38<br />

39<br />

40<br />

40<br />

41<br />

42<br />

43<br />

44<br />

45<br />

46<br />

31 December <strong>2006</strong><br />

165.8<br />

12.4<br />

1.3<br />

–<br />

5.1<br />

11.9<br />

157.7<br />

109.0<br />

4.7<br />

14.5<br />

6.7<br />

196.5<br />

292.6<br />

489.1<br />

161.4<br />

13.8<br />

16.9<br />

0.5<br />

4.0<br />

13.8<br />

157.5<br />

105.9<br />

3.8<br />

15.3<br />

31 December 2005<br />

4.6<br />

210.4<br />

287.1<br />

497.5


in millions of euros<br />

GROUP EQUITY<br />

Share capital<br />

Share premium reserve<br />

Statutory reserve*<br />

Other reserves*<br />

Undistributed result<br />

Equity attributable to shareholders of the company<br />

Minority interests<br />

Group equity<br />

LONG-TERM LIABILITIES<br />

Long-term debt<br />

Pension liabilities<br />

Provisions<br />

Deferred tax liabilities<br />

Total long-term liabilities<br />

SHORT-TERM LIABILITIES<br />

Banks, current accounts<br />

Repayment of long-term debts<br />

Trade creditors and other payables<br />

Provisions<br />

Tax payable<br />

Total short-term liabilities<br />

Total liabilities<br />

TOTAL GROUP EQUITY AND LIABILITIES<br />

* Adjusted for comparison purposes.<br />

note<br />

47<br />

49<br />

50<br />

51<br />

42<br />

46<br />

49<br />

51<br />

31 December <strong>2006</strong><br />

52.7<br />

6.3<br />

– 2.0<br />

105.7<br />

76.0<br />

63.5<br />

31.8<br />

11.8<br />

0.2<br />

29.1<br />

1.3<br />

103.1<br />

5.8<br />

3.6<br />

238.7<br />

0.2<br />

238.9<br />

107.3<br />

142.9<br />

250.2<br />

489.1<br />

52.0<br />

7.0<br />

28.5<br />

63.8<br />

30.5<br />

130.2<br />

37.6<br />

18.1<br />

0.4<br />

31 December 2005<br />

25.9<br />

1.2<br />

96.4<br />

5.2<br />

0.7<br />

181.8<br />

–<br />

181.8<br />

186.3<br />

129.4<br />

315.7<br />

497.5<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 71


Consolidated cash flow statement<br />

in millions of euros<br />

CASH FLOW FROM OPERATING ACTIVITIES<br />

Result after tax<br />

Adjustments for:<br />

Depreciation<br />

Amortisation<br />

Interest<br />

Exchange rate differences<br />

Profit tax<br />

Result from associated companies<br />

Result from divested activities<br />

Result from sale of tangible fixed assets<br />

Share-based payment transactions settled in<br />

equity instruments<br />

Change in provisions<br />

CASH FLOW FROM OPERATING ACTIVITIES (EBIT)<br />

BEFORE CHANGE IN WORKING CAPITAL<br />

CHANGES IN WORKING CAPITAL<br />

Inventories<br />

Receivables<br />

Short-term liabilities<br />

Cash flow from operating activities<br />

Interest paid<br />

Profit tax paid<br />

Cash flow from operating activities<br />

72<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

note<br />

38<br />

39<br />

33<br />

33<br />

34<br />

35<br />

36<br />

32<br />

76.1<br />

22.1<br />

1.0<br />

7.1<br />

0.9<br />

11.4<br />

– 3.4<br />

– 42.0<br />

– 3.7<br />

0.2<br />

– 4.0<br />

– 6.7<br />

– 11.7<br />

14.4<br />

<strong>2006</strong><br />

65.7<br />

– 4.0<br />

61.7<br />

– 7.3<br />

– 9.2<br />

45.2<br />

30.5<br />

18.6<br />

0.7<br />

5.0<br />

– 0.4<br />

11.5<br />

– 4.4<br />

– 3.7<br />

– 0.7<br />

0.5<br />

1.6<br />

– 14.1<br />

– 17.8<br />

8.0<br />

2005<br />

59.2<br />

– 23.9<br />

35.3<br />

– 5.0<br />

– 12.3<br />

18.0


in millions of euros<br />

CASH FLOW FROM INVESTING ACTIVITIES<br />

Income from sale of tangible fixed assets<br />

Interest received<br />

Dividend received<br />

Divested activities less cash<br />

Receipt of long-term receivables<br />

Acquisition of operating companies less cash acquired<br />

Acquisition of associated company<br />

Cash acquired from joint venture included in consolidation<br />

Investments in intangible fixed assets<br />

Investments in tangible fixed assets<br />

Increase in long-term receivables<br />

CASH FLOW FROM INVESTING ACTIVITIES<br />

CASH FLOW FROM OPERATING AND INVESTING ACTIVITIES<br />

CASH FLOW FROM FINANCING ACTIVITIES<br />

Issue of shares<br />

Repurchase of own shares<br />

Drawdown of long-term debt<br />

Repayment of long-term debt<br />

Dividend payment to shareholders<br />

Dividend payment to minority shareholders<br />

CASH FLOW FROM FINANCING ACTIVITIES<br />

CHANGE IN CASH*<br />

Cash on 1 January<br />

Currency differences in cash<br />

CASH AS AT 31 DECEMBER<br />

* Cash includes cash and cash equivalents minus banks, current accounts (see note 46).<br />

note<br />

32<br />

40<br />

30<br />

30<br />

39<br />

38<br />

4.5<br />

0.2<br />

0.6<br />

64.0<br />

0.2<br />

–<br />

– 1.3<br />

0.3<br />

– 0.7<br />

– 42.3<br />

– 1.8<br />

0.3<br />

– 7.2<br />

0.6<br />

– 68.1<br />

– 5.8<br />

–<br />

<strong>2006</strong><br />

23.7<br />

68.9<br />

– 80.2<br />

– 11.3<br />

– 21.3<br />

10.2<br />

– 22.4<br />

3.5<br />

0.4<br />

–<br />

31.1<br />

0.3<br />

– 71.9<br />

–<br />

–<br />

– 0.4<br />

– 25.8<br />

– 0.2<br />

0.2<br />

–<br />

57.0<br />

– 3.3<br />

– 4.7<br />

–<br />

2005<br />

– 63.0<br />

– 45.0<br />

49.2<br />

4.2<br />

– 19.6<br />

– 5.9<br />

– 21.3<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 73


Equity<br />

in millions of euros<br />

BALANCE AS AT 1 JANUARY 2005<br />

Appropriation of 2004 profit<br />

Dividend paid<br />

Stock dividend<br />

Foreign exchange translation differences<br />

Share-based payments<br />

Issue of repurchased shares for<br />

share savings plan/option plan<br />

Result for 2005<br />

BALANCE AS AT 31 DECEMBER 2005<br />

BALANCE AS AT 1 JANUARY <strong>2006</strong><br />

Appropriation of 2005 profit<br />

Dividend paid<br />

Stock dividend<br />

Foreign exchange translation differences<br />

Release of statutory reserve<br />

on sale of associated company<br />

Share-based payments<br />

Issue of repurchased shares for<br />

share savings plan/option plan<br />

Repurchase of own shares<br />

for share savings plan/option plan<br />

Result for <strong>2006</strong><br />

BALANCE AS AT 31 DECEMBER <strong>2006</strong><br />

MINORITY INTERESTS<br />

Balance as at 1 January 2005<br />

Acquisition of 10% of shares of Business Key<br />

Balance as at 31 December 2005<br />

In consolidation of Geofabrics Australasia<br />

Result for <strong>2006</strong><br />

Balance as at 31 December <strong>2006</strong><br />

74<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

Share<br />

capital<br />

51.2<br />

0.8<br />

52.0<br />

52.0<br />

0.7<br />

52.7<br />

0.1<br />

– 0.1<br />

–<br />

0.1<br />

0.1<br />

0.2<br />

Share<br />

premium<br />

7.8<br />

– 0.8<br />

7.0<br />

7.0<br />

– 0.7<br />

6.3<br />

Retained<br />

earnings of<br />

associated<br />

companies<br />

21.7<br />

2.2<br />

23.9<br />

23.9<br />

4.4<br />

– 28.3<br />

–<br />

Translation<br />

differences<br />

– 4.9<br />

9.5<br />

4.6<br />

4.6<br />

– 6.2<br />

– 0.4<br />

– 2.0<br />

Retained<br />

earnings<br />

46.1<br />

11.0<br />

5.5<br />

0.5<br />

0.3<br />

63.4<br />

63.4<br />

13.5<br />

6.7<br />

28.3<br />

0.2<br />

0.3<br />

– 7.2<br />

105.2<br />

Undistributed<br />

profit<br />

0.2<br />

0.2<br />

0.4<br />

0.4<br />

0.1<br />

0.5<br />

Undistributed<br />

result<br />

23.6<br />

– 13.4<br />

– 4.7<br />

– 5.5<br />

30.5<br />

30.5<br />

30.5<br />

– 18.0<br />

– 5.8<br />

– 6.7<br />

76.0<br />

76.0<br />

Total<br />

equity<br />

145.7<br />

–<br />

– 4.7<br />

–<br />

9.5<br />

0.5<br />

0.3<br />

30.5<br />

181.8<br />

181.8<br />

–<br />

– 5.8<br />

–<br />

– 6.2<br />

– 0.4<br />

0.2<br />

0.3<br />

– 7.2<br />

76.0<br />

238.7


Notes to the consolidated financial statements<br />

ACCOUNTING STANDARDS<br />

1 GENERAL INFORMATION ON ROYAL TEN CATE<br />

Koninklijke Ten Cate nv (Royal Ten Cate) (the Company) is established in Almelo, the Netherlands.<br />

The consolidated financial statements of the Company include the Company and its operating companies<br />

(referred to collectively as the Group) and the Group’s interests in (non-consolidated) associated companies and<br />

a joint venture. The <strong>2006</strong> annual report and accounts were discussed on 28 February 2007 at the meeting of the<br />

Supervisory Board. The financial statements were prepared by the Executive Board and were released for<br />

publication on 1 March 2007. They will be presented to the General Meeting of Shareholders for adoption on<br />

29 March <strong>2006</strong>.<br />

The parent company financial statements form part of the <strong>2006</strong> financial statements of Royal Ten Cate. Royal<br />

Ten Cate has made use of the exemption pursuant to article 2:402 of Book 2 of the Netherlands Civil Code with<br />

regard to the parent company financial statements.<br />

2 GENERAL PRINCIPLES FOR FINANCIAL REPORTING<br />

The consolidated financial statements have been prepared in accordance with International Financial <strong>Report</strong>ing<br />

Standards, as adopted within the European Union, and with Title 9 of Book 2 of the Netherlands Civil Code.<br />

3 PRINCIPLES FOR THE PREPARATION OF THE FINANCIAL STATEMENTS<br />

The financial statements are presented in millions of euros, unless stated otherwise. The financial statements<br />

have been prepared on the basis of historical cost, except for the following assets and liabilities, which are<br />

valued at market value: derivatives, financial instruments held for trading purposes.<br />

In preparing the financial statements the management has in some cases used estimates and assumptions<br />

which affect the amounts stated in the consolidated financial statements (see note 59). Changes in estimates<br />

and assumptions may affect amounts reported in future years. The actual results may differ from such estimates.<br />

The accounting principles set out below have been applied consistently by the Group’s operating companies and<br />

joint venture for the periods presented in the consolidated financial statements.<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 75


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

4 CONSOLIDATION PRINCIPLES<br />

4.1 Operating companies<br />

Operating companies are companies in which the Group directly and/or indirectly has a controlling interest. The<br />

Company has a direct or indirect controlling interest if it can determine the financial and operational policy of a<br />

company in such a way that it can derive a benefit from the activities of that company. The financial statements<br />

of operating companies are included in the consolidated financial statements from the first to the last date on<br />

which control is exercised.<br />

4.2 Associated companies and joint ventures<br />

Associated companies are companies in which the Group can exert significant influence on the financial and<br />

operational policy, but in which it has no controlling interest and is not therefore included in the consolidation.<br />

Joint ventures are companies over which the Group has joint control and in which such control has been set<br />

forth in an agreement and in which strategic decisions on the financial and operational policy are taken on the<br />

basis of unanimity.<br />

Joint ventures are proportionally consolidated. Associated companies are accounted for using the equity<br />

method.<br />

If the Group’s share in losses exceeds the book value of the associated company, the book value is stated at zero<br />

and further losses are no longer stated, unless the Group has entered into a legally enforceable or actual liability<br />

on behalf of the associated company. Associated companies over which no significant influence is exerted are<br />

valued at cost.<br />

4.3 Elimination of transactions on consolidation<br />

Intragroup balances and transactions between the operating companies in the Group and unrealised profits and<br />

losses on such transactions are eliminated in the preparation of the consolidated financial statements. Unrealised<br />

profits on Group transactions with non-consolidated companies are eliminated in proportion to the<br />

Group’s interest in the respective company. Unrealised losses are eliminated in the same way as unrealised<br />

profits, but only to the extent that there is no indication of impairment.<br />

5 FOREIGN CURRENCIES<br />

5.1 Transactions in foreign currencies<br />

Receivables and liabilities denominated in foreign currencies are converted into euros at the rate prevailing on<br />

the balance sheet date. Transactions in foreign currencies are converted into euros at the exchange rate applying<br />

on the transaction date. Foreign exchange translation differences are stated in the profit and loss account.<br />

Non-monetary assets and liabilities which are denominated in foreign currencies and valued on the basis of historical<br />

cost are converted into euros at the exchange rate on the transaction date.<br />

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5.2 Financial statements of foreign operating companies<br />

The profit and loss accounts of foreign operating companies are converted into euros at the exchange rate on<br />

the transaction date. Assets and liabilities with goodwill are converted at the rates on the balance sheet date.<br />

The resulting translation differences are carried in equity. If a foreign activity is fully or partly divested, the<br />

respective amount is transferred from equity to the profit and loss account. The rates of the main currencies<br />

against the euro are as follows:<br />

US dollar<br />

Singapore dollar<br />

Hong Kong dollar<br />

Hungarian forint (100)<br />

Malaysian ringgit<br />

6 DERIVATIVES<br />

Royal Ten Cate uses derivatives in order to hedge exchange rate and interest rate risks resulting from operating,<br />

financing and investing activities. Examples are interest rate caps and swaps as well as currency options and<br />

forward contracts. In accordance with its treasury policy, the Group does not use derivatives for trading purposes.<br />

Nor does it issue such derivatives. Any derivatives which do not meet the requirements for hedge<br />

accounting are stated as trading instruments. Derivatives are valued at market value. The inclusion of the resulting<br />

income or expense depends on the nature of the item being hedged. The market value of interest rate swaps<br />

is the estimated amount which the Group would receive or would have to pay in order to terminate the swap on<br />

the balance sheet date, taking into account the current interest rate and the current creditworthiness of the<br />

counterparty/counterparties in the swap. The market value of foreign exchange forward contracts is the quoted<br />

market price (forward price) on the balance sheet date.<br />

7 HEDGE ACCOUNTING<br />

<strong>2006</strong><br />

1.32<br />

2.02<br />

10.27<br />

2.51<br />

4.66<br />

Closing rate<br />

Average rate<br />

Where specific conditions are met (IAS 39 88), hedge accounting can be applied. Under these specific conditions,<br />

there must be a demonstrable one-on-one relationship between the risk and the hedge instrument. In such<br />

a situation, the profit or loss is stated directly in equity during the term of the risk and the hedge instrument.<br />

When the risk and/or the hedge instrument terminates, the result is stated in the profit and loss account or in<br />

the cost price of the first-time inclusion of the non-financial asset or liability. If no hedge accounting is applied,<br />

profits or losses on the hedge instrument are always stated in the profit and loss account. No hedge accounting<br />

was applied in the 2005 and <strong>2006</strong> financial statements.<br />

2005<br />

1.18<br />

1.97<br />

9.18<br />

2.53<br />

4.48<br />

<strong>2006</strong><br />

1.26<br />

2.00<br />

9.76<br />

2.64<br />

4.62<br />

2005<br />

1.25<br />

2.07<br />

9.69<br />

2.49<br />

4.72<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 77


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

8 SEGMENT REPORTING<br />

A segment is a clearly distinguishable part of the Group which is engaged in the supply of products or services<br />

(business segment), or the supply of products or services in a particular economic environment (geographic segment)<br />

which has a different risk and return profile than other segments. The Group’s primary segmentation is<br />

based on business segments.<br />

9 REVENUES<br />

Revenues comprise the revenues from goods and services supplied to third parties, less discounts and any taxes<br />

due.<br />

Revenues from sales of goods are recognised in the profit and loss account when the main risks and benefits of<br />

ownership have been transferred to the purchaser.<br />

Revenues from services supplied are recognised in the profit and loss account in proportion to the extent of performance<br />

of the work applying on the balance sheet date.<br />

No revenues are recognised if significant uncertainties remain with regard to the collection of the remuneration<br />

due, the associated costs or the possible return of goods, and also if there is a protracted management involvement<br />

with such goods.<br />

10 RAW MATERIALS AND MANUFACTURING SUPPLIES<br />

The consumption of raw materials and manufacturing supplies is calculated on the basis of historical cost.<br />

11 LEASE PAYMENTS<br />

11.1 Operational leasing<br />

Lease payments in respect of operational leasing are stated in the profit and loss account on a straight-line<br />

basis over the lease term.<br />

11.2 Financial leasing<br />

Lease payments are stated partly as financing charges and partly as a repayment of the outstanding liability. The<br />

financing costs are allocated to each period of the total lease term in such a way that this results in a constant<br />

periodic interest rate on the residual balance of the liability.<br />

12 FINANCIAL INCOME AND EXPENSES<br />

The financial income and expenses include the interest charges on cash, interest-bearing investments, interest<br />

charges on financial lease payments, foreign exchange translation differences and results of derivatives for<br />

which no hedge accounting is used. Interest income and expenses are included in the profit and loss account on<br />

the basis of the effective interest rate method.<br />

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13 PROFIT TAX<br />

The tax on profit for the financial year includes the taxation that is payable, available for set-off and deferred in<br />

respect of the reporting period. The tax is stated in the profit and loss account, except where it relates to items<br />

which are included directly in equity, in which case the tax is stated in equity.<br />

Tax that is payable and available for set-off in respect of the reporting period is the tax which is expected to be<br />

payable on the taxable result, calculated on the basis of tax rates which have been set on the balance sheet<br />

date, or on which a firm decision has been taken by the balance sheet date, and corrections to tax payable in<br />

respect of previous years.<br />

A provision is formed for deferred tax differences using the balance sheet liability method for timing differences<br />

between the book value of assets and liabilities for the financial reporting and the fiscal book value of the items<br />

concerned. No provision is formed in respect of two timing differences: non-tax-deductible goodwill and the<br />

difference between the economic and fiscal value of operating companies, associated companies and a joint<br />

venture. The amount of the provision for deferred tax liabilities is based on the method by which the book value<br />

of the assets and liabilities is expected to be realised or settled, using tax rates which, on the balance sheet<br />

date, have been specified by law or in respect of which an effective legal decision has been taken. The amount<br />

of deferred tax receivables is reduced to the extent that it is no longer likely that the associated tax benefit will<br />

be realised.<br />

Additional taxes on the profit in respect of dividend payments are stated at the same time as the liability to pay<br />

the respective dividend.<br />

14 EARNINGS PER SHARE<br />

The Group presents ordinary and diluted earnings per share for the ordinary share capital. The net result<br />

per ordinary share is calculated on the basis of the profit attributable to shareholders or the loss divided by<br />

the weighted average number of ordinary shares in issue during the reporting period. In the calculation of the<br />

diluted earnings per share, the weighted average number of ordinary shares in issue during the reporting period<br />

is corrected to take account of the potential dilutive effect on the ordinary shares arising from the share options<br />

granted to employees.<br />

15 NEW STANDARDS AND INTERPRETATIONS NOT YET APPLIED<br />

A number of new standards, amendments to standards and interpretations were not in force in <strong>2006</strong> and have<br />

therefore not been applied to these consolidated financial statements:<br />

� IFRS 7 Financial instruments: disclosures and the amendment to IAS 1<br />

Presentation of financial statements: capital disclosures require an entity to provide more detailed notes<br />

on the importance of financial instruments for the financial position and results together with qualitative<br />

and quantitative information on the nature and extent of the risks. IFRS 7 and the amended IAS 1 become<br />

compulsory with regard to the Group’s financial statements in 2007 and require detailed supplementary<br />

notes on the Group’s financial instruments and share capital.<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 79


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

� IFRIC 10 Interim financial reporting and impairment prohibits the reversal of a goodwill impairment,<br />

an investment in an equity instrument or a financial asset valued at cost where these have been recognised<br />

in a prior interim period. IFRIC 10 becomes compulsory with regard to the Group’s financial statements in<br />

2007 and applies to goodwill, investments in equity instruments and financial assets valued at cost, with<br />

retroactive effect from the date on which the Group applied the valuation criteria of IAS 36 and IAS 39<br />

(1 January 2004).<br />

16 PRINCIPLES FOR THE CASH FLOW STATEMENT<br />

The cash flow statement has been prepared in accordance with the indirect method. A distinction is drawn in<br />

the cash flow statement between cash flows from operating, investment and financing activities.<br />

17 TANGIBLE FIXED ASSETS<br />

17.1 Owned assets<br />

Tangible fixed assets are valued at cost less accumulated depreciation (see 17.4) and impairments (see note 22).<br />

The cost price of self-manufactured assets comprises material costs, direct labour costs and an appropriate<br />

portion of directly attributable overheads.<br />

Where tangible fixed assets consist of components with differing useful lives, these are stated as separate<br />

items under tangible fixed assets.<br />

17.2 Leased assets<br />

Lease agreements in which the Group actually assumes all risks and benefits of ownership are classified<br />

as financial leases. Tangible fixed assets which are required by means of financial leases are valued at the<br />

lower of market value and the discounted value of the minimum lease payments at the inception of the lease,<br />

less accumulated depreciation (see 17.4) and impairments (see note 22). Lease payments are stated as<br />

described in note 11.<br />

17.3 Expenses after first-time inclusion<br />

Expenses incurred for the replacement of a component of a separately stated item under tangible fixed assets<br />

are capitalised provided the future economic benefits resulting from the asset accrue to the Group and the costs<br />

of such periodic replacement expenses can be reliably determined. All other expenses are charged to the profit<br />

and loss account when they are incurred.<br />

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Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>


17.4 Depreciation<br />

Depreciation is charged to the profit and loss account on the basis of the straight-line method over the estimated<br />

economic life of each component of a tangible fixed asset. Land is not depreciated. The estimated economic<br />

life is as follows:<br />

� buildings 33 years<br />

� fixtures and installations in buildings 10 years<br />

� plant and equipment 7 – 10 years<br />

� inventory 5 years<br />

� computers and office equipment 3 – 5 years<br />

18 INTANGIBLE FIXED ASSETS<br />

18.1 Goodwill<br />

All acquisitions are accounted for using the purchase accounting method. Goodwill results from the acquisition<br />

of subsidiaries, associated companies and joint ventures and is the difference between the cost of the acquisition<br />

and the net market value of the acquired identifiable assets, liabilities and contingent liabilities.<br />

Up until 2000, goodwill was charged to equity. In the years 2001 to 2003 it was stated at cost less depreciation.<br />

Since 1 January 2004, goodwill has no longer been amortised but is valued at cost less accumulated impairments.<br />

Goodwill is allocated to cash generating units.<br />

18.2 Research and development<br />

Costs of research activities carried out with a view to acquiring new scientific or technical knowledge and<br />

insights are stated as an expense in the profit and loss account when they are incurred. Costs of development<br />

activities, in which research results are used for a plan or design for the production of new or substantially<br />

improved products and processes, are capitalised if the product or process is technically and commercially feasible<br />

and the Group has sufficient resources to complete the development. The capitalised costs include material<br />

costs, direct labour costs and an appropriate portion of directly attributable overheads. Other development costs<br />

are stated as an expense in the profit and loss account when they are incurred. The capitalised development<br />

costs are valued at cost less accumulated depreciation and impairments (note 22).<br />

18.3 Other intangible fixed assets<br />

Other intangible fixed assets acquired by the Group are valued at cost less accumulated depreciation and impairments<br />

(note 22). Costs of internally generated goodwill and trademarks are stated as an expense in the profit<br />

and loss account as soon as they are incurred.<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 81


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

18.4 Expenses after first-time inclusion<br />

Expenses after the first-time inclusion of capitalised intangible fixed assets are only capitalised if they lead to<br />

an increase in the future economic benefits embodying the particular asset to which they relate. All other<br />

expenses are charged to the profit and loss account when they are incurred.<br />

18.5 Amortisation<br />

Amortisation costs are charged to the profit and loss account by the straight-line method on the basis of the<br />

estimated useful life of intangible fixed assets. Goodwill is tested each year on the balance sheet date to assess<br />

whether any impairment has arisen. The amortisation of other intangible fixed assets begins as soon as the<br />

assets are available for use. The estimated useful life is a maximum of five years.<br />

19 INVENTORIES<br />

Inventories are stated at the lower of cost or net realisable value. The net realisable value is the estimated sale<br />

price in ordinary operations, less the estimated costs of completion and the sale costs. The cost of inventories is<br />

based on the FIFO (First In, First Out) principle and includes the costs incurred on the acquisition of inventories<br />

and of bringing them to the existing location and to the existing condition. In the case of inventories of finished<br />

products and work in progress, the cost price includes an appropriate portion of the indirect costs based on the<br />

normal production capacity.<br />

20 TRADE AND OTHER RECEIVABLES<br />

Trade and other receivables with a term of less than one year are stated at nominal value less any provision<br />

deemed necessary.<br />

21 CASH AND CASH EQUIVALENTS<br />

Cash and cash equivalents comprise cash balances and immediately claimable credit balances. Current account<br />

credit balances at banks which are immediately claimable and form an integral part of the Group’s cash management<br />

are included as part of the cash and cash equivalents for the purposes of the cash flow statement.<br />

22 IMPAIRMENT<br />

The book value of the Group’s assets, except that of inventories (note 19) and deferred tax receivables (note 13)<br />

is examined at each balance sheet date in order to determine whether there are indications of impairment.<br />

If there are such indications, an estimate is made of the realisable value of the asset. In the case of goodwill<br />

and intangible fixed assets which are not yet available for use, the realisable value is estimated at each balance<br />

sheet date. An impairment is recognised when the book value of an asset or the cash generating unit thereof is<br />

higher than the realisable value. It is first charged to any allocated goodwill and then deducted from the book<br />

value of the other assets.<br />

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22.1 Calculation of the realisable value<br />

The realisable value is the higher of the recoverable amount or the value in use. In determining the value in use,<br />

the discounted value of the estimated future cash flows is calculated using a discount rate before tax which<br />

reflects both the current market valuations of the time value of money and the specific risks relating to the<br />

asset. In the case of an asset which generates no cash receipts which are to a large degree independent of<br />

other assets, the realisable value is determined for the cash generating unit to which the asset belongs.<br />

22.2 Reversal of impairments<br />

An impairment relating to goodwill cannot be reversed. In the case of other assets, an impairment can be<br />

reversed if there is a change in the estimates on which the realisable value was based.<br />

An impairment is only reversed to the extent that the book value of the asset is no higher than the book value<br />

which would have been determined after the deduction of depreciation, if no impairment had been recognised.<br />

23 SHARE CAPITAL<br />

23.1 Share capital<br />

The share capital is classified as equity.<br />

23.2 Repurchase of own shares<br />

On the repurchase of share capital which is stated in the balance sheet as equity, the amount of the paid consideration,<br />

including directly attributable costs, is stated as a change in equity.<br />

Repurchased shares are classified under ‘Other reserves’ and presented as a deduction from total assets.<br />

23.3 Dividend<br />

Dividend is stated as a liability in the period in which it is declared.<br />

24 PENSION LIABILITIES<br />

24.1 Defined contribution schemes<br />

Liabilities relating to contributions to defined contribution pension schemes are charged to the profit and loss<br />

account in the period to which they relate.<br />

24.2 Defined benefit schemes<br />

The Group’s net liability in respect of defined benefit pension rights is calculated separately for each scheme<br />

by estimating the amount of the future payments which employees have earned in the present and previous<br />

reporting periods in exchange for their services. This payment is discounted in order to determine the present<br />

day value, with the market value of the fund investments being deducted. The discount rate is the yield on<br />

the balance sheet date of bonds with an AA creditworthiness rating and a term similar to that of the Group’s<br />

liabilities.<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 83


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

The calculation is carried out by an authorised actuary on the basis of the projected unit credit method.<br />

If the payments under a pension scheme are increased, the proportion of the higher payment which relates to<br />

employees’ past service is stated as an expense in the profit and loss account on a straight-line basis over the<br />

average period up to the granting of the rights. If the rights are granted immediately, the expense is stated<br />

immediately in the profit and loss account.<br />

With regard to the actuarial profits and losses which arise in the calculation of the Group’s liability under a<br />

pension scheme, to the extent that the stated accumulated actuarial profits and losses exceed the higher of 10%<br />

of the discounted value of the gross liability under defined benefit pension rights or the market value of the fund<br />

investments, that portion is stated in the profit and loss account over the expected average residual service<br />

period of employees participating in the scheme. Otherwise the actuarial profit or loss is not stated.<br />

When the calculation results in a receivable for the Group, the stated asset item is limited to the net total of any<br />

unstated actuarial losses and back-service costs and the discounted value of the lower of future repayments by<br />

the fund or future pension contributions.<br />

25 SHARE-BASED PAYMENTS<br />

The option scheme enables the Group’s management to acquire shares in the legal entity. The market value of<br />

the granted options is stated under personnel costs, with a corresponding entry in equity. The market value is<br />

determined on the grant date and is allocated over the period up to the time at which the management acquires<br />

an unconditional right to the options. The market value of the granted options is determined on the basis of a<br />

binomial model, taking account of the conditions under which the options have been granted.<br />

26 PROVISIONS<br />

A provision is stated in the balance sheet if there is a legally enforceable or actual obligation for the Group as a<br />

result of an event in the past and it is likely that an outflow of resources will be required to settle such liability.<br />

If the effect of this is material, the provisions are determined by discounting the expected future cash flows<br />

using a discount rate before tax which reflects the current market valuations of the time value of money and,<br />

if necessary, the specific risks of the liability.<br />

26.1 Claims and guarantees<br />

The provision for guarantees relates to goods and services supplied and the provision for claims relates to<br />

claims for damages and possible legal costs.<br />

84<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>


26.2 Reorganisation<br />

Reorganisation provisions are included if the Group has formalised a detailed plan for the reorganisation and<br />

has begun or publicly announced the reorganisation. The reorganisation provision does not include costs<br />

incurred in relation to future activities.<br />

26.3 Other personnel liabilities<br />

Long service leave and other allowances such as anniversaries form part of the provisions under other personnel<br />

liabilities. These provisions are accumulated over the relevant period, as in the case of defined benefit pension<br />

schemes.<br />

26.4 Environment<br />

In accordance with the Group’s published environmental policy and the applicable legal obligations, a provision<br />

for the clearance of environmental pollution is formed when the pollution occurs.<br />

26.5 Incapacity costs<br />

The provision for incapacity costs has been created in respect of the future additional premium under the<br />

‘PEMBA’ act on premium differentiation and market forces in incapacity insurance.<br />

27 LONG-TERM DEBTS<br />

When included for the first time, interest-bearing loans received are stated at market value less attributable<br />

transaction costs. After the first-time inclusion, interest-bearing loans are valued at amortised cost, with the<br />

difference between the cost and the redemption price being stated in the profit and loss account on the basis of<br />

the effective interest method over the term of the loans.<br />

28 TRADE CREDITORS AND OTHER PAYABLES<br />

Trade creditors and other payables are stated at nominal value.<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 85


Notes to the consolidated profit and loss account<br />

29 SEGMENT INFORMATION<br />

Segment information is provided for the business and geographical segments of the Group. The primary segmentation<br />

basis, business segments, is based on the Group’s management structure and internal reporting structure.<br />

The prices for transactions between the segments are determined on an objective, business basis.<br />

The results, assets and liabilities of a segment comprise items which can be attributed directly or reasonably to<br />

the segment. Financial income and expenses and profit tax are not allocated to the segments.<br />

Investments in fixed assets in the segment relate to the total costs incurred during the reporting period for the<br />

acquisition of the assets of the segment which are expected to remain in use for longer than a reporting period.<br />

Business segments<br />

The Group distinguishes the following main business segments:<br />

� Advanced Textiles & Composites<br />

� Manufacture and sale of protective and safety fabrics for professional wear, outdoor fabrics, personal<br />

and vehicle protection and composites for technological applications in aerospace<br />

� Geosynthetics & Grass<br />

� Manufacture and sale of fabrics and nonwovens for civil engineering and environmental projects and<br />

manufacture and sale of artificial grass fibres<br />

� Technical Components<br />

� Manufacture and sale of rubber and foam rollers for the office equipment industry, packaging and<br />

closures for consumer goods (overcaps and spray caps up to 1 May <strong>2006</strong>).<br />

Geographic segments<br />

The segments are managed on a global level, but are active on four continents, namely Europe, North America,<br />

Australia and Asia. In the presentation of information based on geographic segments, the revenues of the<br />

segment are based on the geographic location of origin. The assets of the segment are based on the geographic<br />

location of the asset.<br />

86<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>


29.1 Segment information<br />

29.2 Analysis by business segment<br />

in millions of euros <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Revenues<br />

Intercompany sales<br />

Total revenues<br />

Operating result<br />

Financial income and expenses<br />

Result from associated companies<br />

Result from divested activities<br />

Profit tax<br />

Minority interests<br />

Net profit<br />

Assets of segments<br />

Investments in associated companies<br />

Total assets<br />

Liabilities of segment*<br />

Investments<br />

Depreciation and amortisation<br />

* Excluding intercompany loans.<br />

29.3 Analysis by geographic location<br />

Netherlands<br />

Rest of Europe<br />

North America<br />

Asia/Australia<br />

Total<br />

Advanced Textiles<br />

& Composites<br />

279.7<br />

1.0<br />

280.7<br />

20.9<br />

167.7<br />

–<br />

167.7<br />

56.0<br />

11.7<br />

6.2<br />

<strong>2006</strong><br />

222.6<br />

158.6<br />

336.4<br />

52.9<br />

770.5<br />

285.6<br />

2.2<br />

287.8<br />

16.5<br />

1.7<br />

162.3<br />

–<br />

162.3<br />

55.5<br />

13.2<br />

6.2<br />

397.5<br />

–<br />

397.5<br />

25.5<br />

0.7<br />

– 0.1<br />

266.1<br />

–<br />

266.1<br />

77.6<br />

28.9<br />

13.6<br />

Geosynthetics<br />

& Grass<br />

273.9<br />

–<br />

273.9<br />

23.8<br />

242.3<br />

7.3<br />

249.6<br />

64.3<br />

10.5<br />

7.9<br />

Net sales Assets<br />

2005<br />

257.2<br />

91.5<br />

316.2<br />

21.6<br />

686.5<br />

<strong>2006</strong><br />

148.6<br />

104.2<br />

183.0<br />

53.3<br />

489.1<br />

2005<br />

144.2<br />

137.2<br />

179.3<br />

36.8<br />

497.5<br />

92.7<br />

–<br />

92.7<br />

6.2<br />

2.7<br />

37.5<br />

–<br />

37.5<br />

17.3<br />

2.2<br />

2.7<br />

<strong>2006</strong><br />

18.0<br />

2.8<br />

18.0<br />

4.2<br />

43.0<br />

Technical<br />

Components<br />

126.3<br />

–<br />

126.3<br />

7.1<br />

2.0<br />

58.3<br />

0.1<br />

58.4<br />

23.9<br />

2.5<br />

4.8<br />

Investments<br />

in (in)tangible<br />

fixed assets<br />

2005<br />

10.5<br />

1.7<br />

13.6<br />

0.4<br />

26.2<br />

Other operating<br />

activities/<br />

eliminations Consolidated<br />

0.6<br />

– 1.0<br />

– 0.4<br />

– 2.5<br />

2.7<br />

39.3<br />

16.5<br />

1.3<br />

17.8<br />

99.3<br />

0.2<br />

0.6<br />

0.7<br />

– 2.2<br />

– 1.5<br />

– 8.9<br />

4.4<br />

17.7<br />

9.5<br />

27.2<br />

172.0<br />

–<br />

0.4<br />

770.5<br />

–<br />

770.5<br />

50.1<br />

– 8.0<br />

3.4<br />

42.0<br />

– 11.4<br />

– 0.1<br />

76.0<br />

487.8<br />

1.3<br />

489.1<br />

250.2<br />

43.0<br />

23.1<br />

686.5<br />

–<br />

686.5<br />

38.5<br />

– 4.6<br />

4.4<br />

3.7<br />

– 11.5<br />

–<br />

30.5<br />

480.6<br />

16.9<br />

497.5<br />

315.7<br />

26.2<br />

19.3<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 87


NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />

30 ACQUISITIONS AND DIVESTMENT OF SUBSIDIARIES<br />

30.1 Acquisitions in <strong>2006</strong><br />

Following the sale of the interest in <strong>TenCate</strong> Nicolon Australia to Geofabrics Australasia, a 50% associated<br />

company, the contracts between the Group and the co-shareholder of Geofabrics Australasia were amended.<br />

With effect from 1 July <strong>2006</strong> control, has been exercised jointly and the 50% interest in Geofabrics Australasia<br />

has been proportionally consolidated from that date.<br />

On 29 November <strong>2006</strong> the Group acquired 20% of the shares of GreenFields bv, which were acquired for a cash<br />

payment of € 1.3 million.<br />

30.2 Divestments in <strong>2006</strong><br />

The following interests were sold in <strong>2006</strong>: Proceeds (including debt)<br />

Plasticum group on 25 April <strong>2006</strong> (100% interest) € 14.4 million<br />

<strong>TenCate</strong> Nicolon Australia on 24 May <strong>2006</strong> (100% interest) € 1.1 million<br />

Synbra Group on 2 August <strong>2006</strong> (50% associated company) € 48.4 million<br />

Landscape Solutions on 29 November <strong>2006</strong> (sale of 80% of share capital) € 0.1 million<br />

30.3 Effects of the disposal of operating companies and associated companies<br />

Tangible fixed assets<br />

Associated companies<br />

Other long-term receivables/deferred taxes<br />

Inventories<br />

Trade and other receivables<br />

Cash and cash equivalents<br />

Equity (reserve for translation differences)<br />

Long-term debts<br />

Banks, current accounts<br />

Provisions<br />

Trade creditors and other payables<br />

Net identified assets and liabilities<br />

Consideration received in cash<br />

Cash purchased/sold<br />

Net cash flow<br />

Since the sales did not qualify as ‘discontinued operations’ under IFRS 5, the effects have not been stated<br />

separately in the consolidated profit and loss account.<br />

88<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

<strong>2006</strong><br />

– 12.3<br />

– 12.2<br />

– 2.2<br />

– 4.7<br />

– 8.1<br />

– 0.1<br />

0.4<br />

2.5<br />

0.9<br />

7.1<br />

7.5<br />

– 21.2<br />

63.2<br />

0.8<br />

64.0


The effect of the sale of the activities of Plasticum group, <strong>TenCate</strong> Nicolon Australia and Landscape Solutions in<br />

<strong>2006</strong> on the profit and loss account for <strong>2006</strong> and 2005 was as follows:<br />

Revenues<br />

Costs of raw materials and manufacturing supplies<br />

and work contracted out<br />

Other costs<br />

Operating result<br />

31 PERSONNEL COSTS<br />

Wages and salaries<br />

Social charges<br />

Costs of option scheme<br />

Pension costs<br />

Temporary personnel<br />

Personnel costs<br />

The pension costs comprise € 2.0 million in respect of defined benefit pension schemes and € 3.0 million in<br />

respect of defined contribution schemes (see note 50.3).<br />

32 OTHER OPERATING COSTS<br />

32.1 Government subsidies<br />

The Group was granted government subsidies amounting to € 1.2 million in <strong>2006</strong> (2005: € 1.4 million).<br />

32.2 Research and development<br />

Geosynthetics<br />

& Grass<br />

Technical<br />

Components<br />

Geosynthetics<br />

& Grass<br />

Technical<br />

Components<br />

The costs associated with research and development amounted to € 8.1 million in <strong>2006</strong> (2005: € 5.8 million), of<br />

which € 3.4 million (2005: € 2.3 million) has been stated in personnel costs and € 4.7 million (2005: € 3.4 million)<br />

in other operating costs.<br />

3.3<br />

– 2.2<br />

– 0.7<br />

0.4<br />

<strong>2006</strong><br />

13.0<br />

– 6.6<br />

– 6.1<br />

0.3<br />

7.8<br />

– 5.5<br />

– 1.7<br />

0.6<br />

<strong>2006</strong><br />

125.4<br />

28.8<br />

0.2<br />

5.0<br />

11.8<br />

171.2<br />

2005<br />

36.2<br />

– 17.9<br />

– 16.5<br />

1.8<br />

2005<br />

116.2<br />

25.7<br />

0.5<br />

8.8<br />

10.4<br />

161.6<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 89


NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />

32.3 Result and income from sale of tangible fixed assets<br />

In <strong>2006</strong> the Group sold a building and land on which a book profit of € 3.1 million was recorded.<br />

Building and land<br />

Other items<br />

Result from sale<br />

Book value of sold assets<br />

Proceeds of sale<br />

33 FINANCIAL INCOME AND EXPENSES<br />

Interest income<br />

Interest expenses<br />

Foreign exchange translation differences<br />

Net financial expenses<br />

34 PROFIT TAX<br />

34.1 Profit taxes payable<br />

Current financial year<br />

Release of provision in respect of previous years<br />

34.2 Deferred profit tax<br />

Valuation of timing differences<br />

Use of tax losses<br />

Total tax charge in profit and loss account<br />

90<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

<strong>2006</strong><br />

3.1<br />

0.6<br />

3.7<br />

0.8<br />

4.5<br />

<strong>2006</strong><br />

0.1<br />

– 7.2<br />

– 0.9<br />

– 8.0<br />

<strong>2006</strong><br />

– 14.2<br />

1.4<br />

– 12.8<br />

– 1.0<br />

2.4<br />

1.4<br />

– 11.4<br />

2005<br />

–<br />

0.7<br />

0.7<br />

2.8<br />

3.5<br />

2005<br />

0.2<br />

– 5.2<br />

0.4<br />

– 4.6<br />

2005<br />

– 13.5<br />

1.5<br />

– 12.0<br />

–<br />

0.5<br />

0.5<br />

– 11.5


34.3 Reconciliation with applicable tax rate<br />

Pre-tax result<br />

Tax on profit at local profit tax rate<br />

Losses not yet available for set-off<br />

Non-tax deductible costs<br />

Tax-exempt income<br />

Use of loss set-off<br />

Change of rate<br />

Other items<br />

Tax charge in profit and loss account<br />

The change of rate is associated with the reduction of the tax rate in the Netherlands to 25.5% with effect from<br />

1 January 2007.<br />

35 RESULT FROM ASSOCIATED COMPANIES<br />

The result of € 3.4 million (2005: € 4.4 million) relates to the share in the profit of Synbra Group BV (up to July<br />

<strong>2006</strong>) and the share in the profit of Geofabrics Australasia for the first half of <strong>2006</strong>.<br />

36 RESULT FROM DIVESTED ACTIVITIES<br />

See note 30.4.<br />

Synbra Group<br />

Plasticum Group<br />

<strong>TenCate</strong> Nicolon Australia<br />

Landscape Solutions<br />

Mega Valves North Group<br />

Permess Europe Group<br />

Result from divested activities<br />

%<br />

36.2%<br />

0.6%<br />

1.0%<br />

– 4.2%<br />

– 5.6%<br />

2.3%<br />

– 3.1%<br />

27.2%<br />

<strong>2006</strong><br />

euro<br />

42.1<br />

15.3<br />

0.2<br />

0.4<br />

– 1.7<br />

– 2.4<br />

1.0<br />

– 1.4<br />

11.4<br />

%<br />

38.9%<br />

3.5%<br />

1.3%<br />

– 3.8%<br />

– 1.5%<br />

–<br />

– 4.6%<br />

33.8%<br />

<strong>2006</strong><br />

39.3<br />

2.7<br />

– 0.1<br />

0.1<br />

–<br />

–<br />

42.0<br />

2005<br />

euro<br />

33.9<br />

13.3<br />

1.2<br />

0.4<br />

– 1.4<br />

– 0.5<br />

–<br />

– 1.5<br />

11.5<br />

2005<br />

–<br />

–<br />

–<br />

–<br />

2.0<br />

1.7<br />

3.7<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 91


37 Notes to the consolidated balance sheet<br />

in millions of euros<br />

38 TANGIBLE FIXED ASSETS<br />

Acquisition value<br />

Balance as at 1 January 2005<br />

Changes as a result of consolidations<br />

Investments<br />

Changes as a result of deconsolidations<br />

Divestments<br />

Exchange rate differences<br />

Balance as at 31 December 2005<br />

Balance as at 1 January <strong>2006</strong><br />

Changes as a result of consolidations<br />

Investments<br />

Changes as a result of deconsolidations<br />

Divestments<br />

Exchange rate differences<br />

Balance as at 31 December <strong>2006</strong><br />

Depreciation<br />

Balance as at 1 January 2005<br />

Changes as a result of consolidations<br />

Depreciation<br />

Changes as a result of deconsolidations<br />

Divestments<br />

Exchange rate differences<br />

Balance as at 31 December 2005<br />

Balance as at 1 January <strong>2006</strong><br />

Depreciation<br />

Changes as a result of deconsolidations<br />

Divestments<br />

Exchange rate differences<br />

Balance as at 31 December <strong>2006</strong><br />

Book value<br />

Balance as at 1 January 2005<br />

Balance as at 31 December 2005<br />

Balance as at 31 December <strong>2006</strong><br />

92<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

Land,<br />

industrial<br />

buildings and<br />

dwellings<br />

95.4<br />

34.3<br />

1.2<br />

– 10.6<br />

– 0.8<br />

4.8<br />

124.3<br />

124.3<br />

2.0<br />

5.0<br />

– 11.4<br />

– 2.3<br />

– 4.6<br />

113.0<br />

40.3<br />

13.1<br />

3.1<br />

– 3.2<br />

– 0.2<br />

1.4<br />

54.5<br />

54.5<br />

4.0<br />

– 4.4<br />

– 1.7<br />

– 1.1<br />

51.3<br />

55.1<br />

69.8<br />

61.7<br />

Plant and<br />

equipment<br />

234.3<br />

55.7<br />

14.0<br />

– 9.5<br />

– 4.1<br />

11.4<br />

301.8<br />

301.8<br />

2.9<br />

34.5<br />

– 35.0<br />

– 2.2<br />

– 9.8<br />

292.2<br />

182.3<br />

39.7<br />

13.6<br />

– 8.9<br />

– 4.0<br />

7.4<br />

230.1<br />

230.1<br />

16.1<br />

– 32.0<br />

– 2.2<br />

– 5.7<br />

206.3<br />

52.0<br />

71.7<br />

85.9<br />

Other<br />

operating<br />

assets<br />

41.5<br />

10.4<br />

2.3<br />

– 7.5<br />

– 0.9<br />

1.0<br />

46.8<br />

46.8<br />

0.7<br />

2.4<br />

– 12.6<br />

– 0.4<br />

– 0.7<br />

36.2<br />

35.0<br />

8.6<br />

1.9<br />

– 6.4<br />

– 0.5<br />

0.8<br />

39.4<br />

39.4<br />

2.0<br />

– 10.8<br />

– 0.2<br />

– 0.7<br />

29.7<br />

6.5<br />

7.4<br />

6.5<br />

Fixed assets<br />

not used in the<br />

production<br />

Prepayments process<br />

3.7<br />

–<br />

8.3<br />

–<br />

–<br />

0.5<br />

12.5<br />

12.5<br />

–<br />

0.4<br />

– 0.5<br />

–<br />

– 0.7<br />

11.7<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

3.7<br />

12.5<br />

11.7<br />

4.3<br />

–<br />

–<br />

–<br />

– 4.9<br />

0.6<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

2.8<br />

–<br />

–<br />

–<br />

– 3.2<br />

0.4<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

1.5<br />

–<br />

–<br />

Total<br />

379.2<br />

100.4<br />

25.8<br />

– 27.6<br />

– 10.7<br />

18.3<br />

485.4<br />

485.4<br />

5.6<br />

42.3<br />

– 59.5<br />

– 4.9<br />

– 15.8<br />

453.1<br />

260.4<br />

61.4<br />

18.6<br />

– 18.5<br />

– 7.9<br />

10.0<br />

324.0<br />

324.0<br />

22.1<br />

– 47.2<br />

– 4.1<br />

– 7.5<br />

287.3<br />

118.8<br />

161.4<br />

165.8


38.1 Impairment and reversal of impairment<br />

The Group recognised no impairment in <strong>2006</strong>. No impairments were reversed during the year.<br />

38.2 Leased plant and equipment<br />

The Group leases buildings, plant and equipment under a number of financial lease contracts.<br />

As at 31 December <strong>2006</strong> the net book value of these assets was € 2.4 million (31 December 2005: € 2.5 million).<br />

The leased buildings, plant and equipment serve as collateral for the lease liabilities (see note 49).<br />

38.3 Collateral<br />

As at 31 December <strong>2006</strong>, as was the case as at 31 December 2005, no land and buildings were encumbered as<br />

collateral for bank loans.<br />

38.4 Depreciation charge<br />

The depreciation charge of € 22.1 million (2005: € 18.6 million) is included in depreciation and amortisation in<br />

the profit and loss account.<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 93


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

39 INTANGIBLE FIXED ASSETS<br />

Cost<br />

Balance as at 1 January 2005<br />

Change as a result of consolidation<br />

Investments<br />

Divestments<br />

Exchange rate differences<br />

Balance as at 31 December 2005<br />

Change as a result of consolidation<br />

Investments<br />

Divestments<br />

Exchange rate differences<br />

Balance as at 31 December <strong>2006</strong><br />

Amortisation<br />

Balance as at 1 January 2005<br />

Amortisation/Impairments<br />

Divestments<br />

Exchange rate differences<br />

Balance as at 31 December 2005<br />

Change as a result of consolidation<br />

Amortisation/Impairments<br />

Divestments<br />

Exchange rate differences<br />

Balance as at 31 December <strong>2006</strong><br />

Book value<br />

Balance as at 1 January 2005<br />

Balance as at 31 December 2005<br />

Balance as at 31 December <strong>2006</strong><br />

39.1 Amortisation/Impairments<br />

The impairment of goodwill (€ 0.5 million) concerns the operating company Business Key.<br />

94<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

Goodwill<br />

11.7<br />

–<br />

0.3<br />

– 0.2<br />

1.5<br />

13.3<br />

0.4<br />

–<br />

–<br />

– 1.1<br />

12.6<br />

2.3<br />

0.3<br />

– 0.2<br />

0.4<br />

2.8<br />

0.2<br />

0.5<br />

–<br />

– 0.2<br />

3.3<br />

9.4<br />

10.5<br />

9.3<br />

Research/<br />

development<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

0.2<br />

–<br />

–<br />

0.2<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

0.2<br />

Trademarks<br />

and usage<br />

rights<br />

3.1<br />

0.1<br />

0.4<br />

– 0.1<br />

0.5<br />

4.0<br />

–<br />

0.5<br />

–<br />

– 0.4<br />

4.1<br />

0.4<br />

0.4<br />

– 0.1<br />

–<br />

0.7<br />

0.5<br />

–<br />

–<br />

1.2<br />

2.7<br />

3.3<br />

2.9<br />

Total<br />

14.8<br />

0.1<br />

0.7<br />

– 0.3<br />

2.0<br />

17.3<br />

0.4<br />

0.7<br />

–<br />

– 1.5<br />

16.9<br />

2.7<br />

0.7<br />

– 0.3<br />

0.4<br />

3.5<br />

0.2<br />

1.0<br />

–<br />

– 0.2<br />

4.5<br />

12.1<br />

13.8<br />

12.4


39.2 Testing of the impairment for cash generating units which include goodwill<br />

The following units include goodwill items:<br />

Advanced Textiles & Composites (<strong>TenCate</strong> Advanced Armour)<br />

Geosynthetics & Grass (Thiolon USA/Geofabrics Australasia)<br />

Technical Components (Business Key)<br />

In <strong>2006</strong> the Group tested the realisable value of the goodwill on the basis of the market value less sale costs.<br />

The calculation uses future cash flows based on current results from operations and a five-year forecast. The<br />

realisable value exceeds the book value of the cash generating units including goodwill to such an extent that no<br />

impairment has been recognised. The changes in <strong>2006</strong> related largely to changes in exchange rates and the<br />

impairment in respect of Business Key.<br />

39.3 Amortisation/impairments<br />

The amortisation of € 1.0 million (2005: € 0.7 million) is included in the ‘Depreciation and amortisation’ item in<br />

the profit and loss account.<br />

40 ASSOCIATED COMPANIES<br />

The main associated companies included below are: Greenfields bv (Kampen, 20%) and Landscape Solutions bv<br />

(Goirle, 20%).<br />

Balance as at 1 January <strong>2006</strong><br />

On acquisition of Greenfields (20%)<br />

Result of Synbra up to July <strong>2006</strong><br />

Result of Geofabrics Australasia up to June <strong>2006</strong><br />

Foreign exchange translation differences<br />

Dividend received from Geofabrics Australasia<br />

Sale of 50% interest in Synbra<br />

In consolidation of Geofabrics Australasia on 1 July <strong>2006</strong><br />

Balance as at 31 December <strong>2006</strong><br />

Associated<br />

companies<br />

16.9<br />

1.3<br />

2.7<br />

0.7<br />

– 0.7<br />

– 0.6<br />

– 12.2<br />

– 6.8<br />

1.3<br />

The interest in Greenfields BV has for the present been valued at cost and no <strong>2006</strong> result has been recognised.<br />

<strong>2006</strong><br />

1.2<br />

8.1<br />

–<br />

9.3<br />

Loans<br />

0.5<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

– 0.5<br />

–<br />

2005<br />

1.2<br />

8.8<br />

0.5<br />

10.5<br />

Total<br />

17.4<br />

1.3<br />

2.7<br />

0.7<br />

– 0.7<br />

– 0.6<br />

– 12.2<br />

– 7.3<br />

1.3<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 95


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

41 OTHER LONG-TERM RECEIVABLES AND INVESTMENTS<br />

The main long-term receivables and investments relate to an investment of pension assets at <strong>TenCate</strong> Geosynthetics<br />

North America (€ 2.8 million) and an advance payment in connection with a long-term lease in China<br />

and Malaysia (€ 1.9 million).<br />

42 DEFERRED TAX RECEIVABLES AND LIABILITIES<br />

The deferred tax receivables and liabilities stated in the balance sheet are attributable to the following items:<br />

Tangible fixed assets<br />

Intangible fixed assets<br />

Financial fixed assets<br />

Inventories<br />

Other receivables<br />

Pension provisions<br />

Other provisions<br />

Tax value of loss carry-forwards<br />

Other<br />

Deferred tax receivables/liabilities<br />

Balance of receivables and liabilities<br />

Net deferred tax receivables/liabilities<br />

42.1 Deferred tax receivables not shown in the balance sheet<br />

As at 31 December <strong>2006</strong> no deferred tax receivable was included in respect of an amount of € 13.7 million (2005:<br />

€ 19.2 million) of losses available for set-off, because it is unlikely that the Group will be able to take advantage<br />

of future taxable profit.<br />

43 INVENTORIES<br />

Raw materials and manufacturing supplies<br />

Semi-manufactures<br />

Finished products<br />

Inventories<br />

96<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

<strong>2006</strong><br />

0.1<br />

0.4<br />

0.3<br />

1.6<br />

0.3<br />

7.7<br />

3.6<br />

2.3<br />

1.0<br />

17.3<br />

– 5.4<br />

11.9<br />

Assets<br />

2005<br />

1.5<br />

0.5<br />

0.4<br />

2.1<br />

0.6<br />

11.0<br />

2.8<br />

0.4<br />

0.6<br />

19.9<br />

– 6.1<br />

13.8<br />

<strong>2006</strong><br />

– 2.5<br />

– 2.6<br />

– 0.2<br />

–<br />

–<br />

–<br />

– 0.3<br />

–<br />

–<br />

– 5.6<br />

5.4<br />

– 0.2<br />

Liabilities<br />

2005<br />

– 2.4<br />

– 3.1<br />

– 0.2<br />

– 0.7<br />

–<br />

–<br />

–<br />

–<br />

– 0.1<br />

– 6.5<br />

6.1<br />

– 0.4<br />

<strong>2006</strong><br />

40.7<br />

32.9<br />

84.1<br />

157.7<br />

<strong>2006</strong><br />

– 2.4<br />

– 2.2<br />

0.1<br />

1.6<br />

0.3<br />

7.7<br />

3.3<br />

2.3<br />

1.0<br />

11.7<br />

–<br />

11.7<br />

2005<br />

44.2<br />

30.8<br />

82.5<br />

157.5<br />

Net<br />

2005<br />

– 0.9<br />

– 2.6<br />

0.2<br />

1.4<br />

0.6<br />

11.0<br />

2.8<br />

0.4<br />

0.5<br />

13.4<br />

–<br />

13.4


44 TRADE DEBTORS<br />

Trade debtors are stated at nominal value after deduction of provisions deemed necessary. Transfers to<br />

provisions for doubtful debts are included in the profit and loss account under direct sale costs (work contracted<br />

out and other external costs).<br />

45 OTHER RECEIVABLES<br />

Receivable in respect of other taxes<br />

Other receivables and prepayments<br />

Other receivables<br />

The other taxes receivable relate mainly to reclaimable VAT.<br />

46 CASH AND CASH EQUIVALENTS<br />

Bank balances<br />

Cash balances<br />

Cash and cash equivalents<br />

Banks, current accounts<br />

Cash in the cash flow statement<br />

At the end of <strong>2006</strong> all amounts were freely available (end of 2005 € 0.2 million not freely available).<br />

47 EQUITY<br />

A statement of changes in equity can be found on page 74.<br />

47.1 Ordinary shares<br />

number x 1,000<br />

Outstanding as at 1 January <strong>2006</strong>*<br />

Stock dividend issued<br />

Outstanding as at 31 December <strong>2006</strong><br />

* After split of par value from € 10 to € 2.50.<br />

The authorised share capital amounts to € 200 million divided into 80 million shares of a par value of € 2.50.<br />

The issued capital as at 31 December <strong>2006</strong> amounts to 21,063,292 ordinary shares of a par value of € 2.50<br />

(as at 31 December 2005: 20,784,472 ordinary shares of a par value of € 2.50).<br />

<strong>2006</strong><br />

2.6<br />

11.9<br />

14.5<br />

<strong>2006</strong><br />

6.6<br />

0.1<br />

6.7<br />

– 29.1<br />

– 22.4<br />

<strong>2006</strong><br />

20,784<br />

279<br />

21,063<br />

2005<br />

2.8<br />

12.5<br />

15.3<br />

2005<br />

4.6<br />

–<br />

4.6<br />

– 25.9<br />

– 21.3<br />

2005<br />

20,472<br />

312<br />

20,784<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 97


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

The holders of ordinary shares are entitled to dividend as approved periodically by the General Meeting of<br />

Shareholders. They are also entitled to cast one vote per share at meetings of the Company. The Executive Board<br />

proposes that as at 31 December <strong>2006</strong> a dividend of € 0.70 (2005: € 0.60) per ordinary share be paid as a charge<br />

against reserves, payable at shareholders’ discretion in cash or in shares. The proposed dividend forms part of<br />

the undistributed result on 31 December <strong>2006</strong>.<br />

Issue of shares and limitation of pre-emptive right<br />

The general meeting of shareholders has granted the Executive Board the power to issue shares and to exclude<br />

or restrict the pre-emptive right for a period of 18 months ending on 30 September 2007. The power to issue<br />

shares concerns 10% of the issued share capital in the event that the issue takes place in the context of a merger<br />

or acquisition. The same applies to the power of the Executive Board, with the approval of the Supervisory<br />

Board, to restrict or exclude the pre-emptive right.<br />

47.2 Repurchased ordinary shares<br />

number x 1,000<br />

Outstanding as at 1 January*<br />

Repurchased shares<br />

Exercise of options<br />

Issued in connection with share plan<br />

Outstanding as at 31 December<br />

* After split of par value from € 10 to € 2.50.<br />

The aim of the repurchase of ordinary shares is to avoid the dilution of earnings per share by the granting of<br />

options and the issue of shares as part of the share savings plan. The repurchased shares have been purchased<br />

at an average price of € 20.91.<br />

Repurchase of own shares<br />

The general meeting of shareholders has granted the Executive Board the power to acquire fully paid-up shares<br />

in the company (or certificates thereof) for a period of 18 months ending on 3 October 2007. The maximum<br />

number of shares which may thus be acquired is 10% of the issued capital at the time of acquisition of the<br />

shares (or certificates thereof).<br />

47.3 Share premium<br />

The share premium reserve is to be considered as paid-up capital.<br />

98<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

<strong>2006</strong><br />

207<br />

345<br />

– 38<br />

– 5<br />

509<br />

2005<br />

244<br />

–<br />

– 30<br />

– 7<br />

207


47.4 Retained earnings of associated companies<br />

The reserve has been formed in respect of associated companies in which the free disposal of retained earnings<br />

is subject to restrictions.<br />

47.5 Translation differences<br />

The reserve for translation differences comprises all exchange rate differences which arise due to the translation<br />

of the financial statements of foreign activities outside the eurozone. These exchange rate differences<br />

(translation risk) are carried in equity. The accumulation of the respective amount began on 1 January 2004.<br />

47.6 Undistributed result<br />

Subsequent to the balance sheet date the following dividend has been proposed, which has not yet been<br />

included in the balance sheet.<br />

€ 0.70 per ordinary share (2005: € 0.60)<br />

After issue of 2,106,329 shares on 12 February 2007<br />

48 EARNINGS PER SHARE<br />

48.1 Ordinary earnings per share<br />

The calculation of the ordinary earnings per share as at 31 December <strong>2006</strong> is based on the net profit attributable<br />

to holders of ordinary shares of € 76.0 million (2005: € 30.5 million) and a weighted average number of outstanding<br />

ordinary shares during the <strong>2006</strong> financial year of 20,749,431 (2005: 20,567,296), calculated as follows:<br />

Net profit for the financial year attributable to holders of ordinary shares<br />

Weighted average number of ordinary shares<br />

number x 1,000<br />

Outstanding ordinary shares on 1 January<br />

Effect of ordinary shares held (including repurchased shares)<br />

Effect of shares issued in connection with stock dividend<br />

Effect of shares issued as a result of exercised option rights<br />

Effect of shares issued as a result of share savings plan<br />

Weighted average number of ordinary shares as at 31 December<br />

<strong>2006</strong><br />

16.2<br />

<strong>2006</strong><br />

76.0<br />

<strong>2006</strong><br />

20,784<br />

– 338<br />

279<br />

21<br />

3<br />

20,749<br />

2005<br />

12.5<br />

2005<br />

30.5<br />

2005<br />

20,472<br />

– 244<br />

312<br />

23<br />

4<br />

20,567<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 99


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

48.2 Diluted earnings per share<br />

The calculation of the diluted earnings per share as at 31 December <strong>2006</strong> is based on the net profit of<br />

€ 76.0 million attributable to the holders of ordinary shares (2005: € 30.5 million) and the weighted average number<br />

of outstanding ordinary shares during the <strong>2006</strong> financial year of 21,264,631 (2005: 20,945,896), calculated as<br />

follows:<br />

Net profit for the financial year attributable<br />

holders of ordinary shares<br />

Weighted average number of ordinary shares<br />

number x 1.000<br />

Weighted average number of ordinary shares as at 1 January<br />

Effect of outstanding option rights<br />

Weighted average number of ordinary shares (after dilution)<br />

as at 31 December<br />

49 LONG-TERM DEBTS<br />

Secured bank loans<br />

Financial lease liabilities<br />

Other unsecured loans<br />

Less: repayment of loans in forthcoming year<br />

Long-term debts<br />

100<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

<strong>2006</strong><br />

76.0<br />

<strong>2006</strong><br />

20,749<br />

515<br />

21,264<br />

<strong>2006</strong><br />

59.6<br />

2.3<br />

2.9<br />

64.8<br />

– 1.3<br />

63.5<br />

2005<br />

30.5<br />

2005<br />

20,567<br />

379<br />

20,946<br />

2005<br />

125.7<br />

2.4<br />

3.3<br />

131.4<br />

– 1.2<br />

130.2


49.1 Conditions and repayment schedule<br />

Secured bank loans<br />

EUR – Euribor + margin<br />

USD – variable interest<br />

GBP – fixed interest 6.39%<br />

SGD – fixed interest 5.38%<br />

AUD – variable interest<br />

Financial lease liabilities<br />

EUR – fixed interest 7.00%<br />

EUR – fixed interest 8.00%<br />

EUR – fixed interest 6.51%<br />

Other unsecured loans<br />

USD – fixed interest 10%<br />

EUR – fixed interest 0.5 – 3.0%<br />

EUR – fixed interest 1.00%<br />

Long-term debts<br />

The euro loan with variable interest (Euribor + margin) is a syndicated loan of € 120 million concluded with a<br />

syndicate of six banks. € 53 million of this facility was drawn as at 31 December <strong>2006</strong>. The term of the loan is<br />

five years (up to 30 November 2009) and repayment is due in full on the maturity date. The loan is valued at<br />

amortised cost in accordance with the effective interest method.<br />

The interest rate payable is linked to the debt/EBITDA ratio, which will be calculated quarterly in respect of<br />

the preceding 12 months. The interest margin above three-month Euribor will be between 0.35% and 0.70%.<br />

At the end of <strong>2006</strong> the margin was 0.35%.<br />

The aforementioned syndicated loan is subject to a number of covenants, the principal of which are:<br />

� total debt/EBITDA + Result from associated companies less than 3;<br />

� EBITDA/net interest greater than 4;<br />

<strong>2006</strong><br />

Total<br />

52.6<br />

3.1<br />

–<br />

–<br />

3.9<br />

<strong>2006</strong><br />

< 1 year<br />

2007<br />

1-2 years<br />

2008/10<br />

2-5 years<br />

2011 ff.<br />

> 5 years<br />

� joint guarantee of operating companies with total assets of at least 60% of the Ten Cate total.<br />

<strong>TenCate</strong> fulfilled these conditions as at the balance sheet date.<br />

In the event of a change of control of the company, the syndicated loan of € 120 million is immediately<br />

repayable.<br />

0.1<br />

1.2<br />

1.0<br />

–<br />

1.0<br />

1.9<br />

64.8<br />

–<br />

–<br />

–<br />

–<br />

0.1<br />

0.1<br />

0.1<br />

0.1<br />

–<br />

0.9<br />

–<br />

1.3<br />

–<br />

–<br />

–<br />

–<br />

0.2<br />

–<br />

0.1<br />

0.1<br />

–<br />

0.1<br />

–<br />

0.5<br />

52.6<br />

–<br />

–<br />

–<br />

3.6<br />

–<br />

0.5<br />

0.2<br />

–<br />

–<br />

–<br />

56.9<br />

–<br />

3.1<br />

–<br />

–<br />

–<br />

–<br />

0.5<br />

0.6<br />

–<br />

–<br />

1.9<br />

6.1<br />

2005<br />

Total<br />

119.5<br />

3.4<br />

2.5<br />

0.3<br />

–<br />

0.1<br />

1.2<br />

1.1<br />

0.2<br />

1.2<br />

1.9<br />

131.4<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 101


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

The USD loan with variable interest concerns a USD 4 million loan from the Development Authority of Pike County<br />

Industrial Revenue Bonds. Repayment is due in full in 2018.<br />

The AUD loan with a variable interest rate was granted by Westpac Banking Corporation and has a term of three<br />

years.<br />

The euro loans with a fixed interest rate between 0.5% and 3% were granted by Forschungsförderungsfond,<br />

Vienna, and Öberbank AG, Linz.<br />

Of the total of long-term loans, 92% have variable interest. The risk associated with this variability is hedged by<br />

means of a number of instruments (caps, swaps).<br />

50 PENSION LIABILITIES<br />

Defined benefit schemes<br />

Discounted value of covered liabilities<br />

Market value of fund investments<br />

Discounted value of net liabilities<br />

Unstated actuarial profits and losses<br />

Total defined benefit schemes<br />

Other liabilities in respect of pensions<br />

Pension liabilities<br />

50.1 Changes in the valuation of liabilities as at the balance sheet date<br />

Balance of liabilities as at 1 January<br />

Decrease in connection with divestment of associated companies<br />

Service costs<br />

Interest costs<br />

Benefits paid<br />

Curtailment income<br />

Actuarial differences<br />

Balance as at 31 December<br />

102<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

<strong>2006</strong><br />

316.1<br />

302.8<br />

13.3<br />

11.0<br />

24.3<br />

7.5<br />

31.8<br />

<strong>2006</strong><br />

326.5<br />

–<br />

326.5<br />

7.5<br />

13.8<br />

– 14.3<br />

– 3.9<br />

– 13.5<br />

316.1<br />

2005<br />

326.5<br />

289.1<br />

37.4<br />

– 6.4<br />

31.0<br />

6.6<br />

37.6<br />

2005<br />

302.4<br />

– 3.9<br />

298.5<br />

9.8<br />

13.6<br />

– 13.2<br />

– 2.5<br />

20.3<br />

326.5


50.2 Investments<br />

Balance as at 1 January<br />

Reduction in connection with divestment of associated companies<br />

Expected return<br />

Employer’s contribution<br />

Members’ contributions<br />

Actuarial profits and losses<br />

Benefits paid<br />

Balance as at 31 December<br />

Analysis of investments as at 31 December<br />

Bonds<br />

Shares<br />

Private loans<br />

Hedge funds<br />

Real estate<br />

Cash<br />

Pension fund investments<br />

50.3 Charge stated in profit and loss account<br />

Pension costs attributed to the year of service<br />

Interest on the liabilities<br />

Expected return on fund investments<br />

Curtailment income<br />

Pension costs in respect of previous years<br />

Pension income/charges<br />

The pension charges have been stated in the profit and loss account in an amount of € 2.0 million under personnel<br />

costs, whereas the curtailment income (€ 3.9 million), as a result of the divestment of Plasticum on 25 April<br />

<strong>2006</strong>, has been stated under the result from divested activities. At the end of 2005 an amount of € 1.8 million in<br />

respect of pension agreements relating to the transitional scheme in the new pension scheme was included<br />

in actuarial differences as at 1 January <strong>2006</strong>. As a result of the final calculations, this amount was released in<br />

<strong>2006</strong> and credited to the result under personnel costs.<br />

<strong>2006</strong><br />

289.1<br />

–<br />

289.1<br />

14.3<br />

4.8<br />

3.2<br />

5.7<br />

– 14.3<br />

302.8<br />

<strong>2006</strong><br />

158.6<br />

105.0<br />

–<br />

15.4<br />

23.3<br />

0.5<br />

302.8<br />

<strong>2006</strong><br />

– 4.3<br />

– 13.8<br />

14.3<br />

3.9<br />

1.8<br />

1.9<br />

2005<br />

265.9<br />

– 3.0<br />

262.9<br />

14.4<br />

5.3<br />

4.0<br />

15.7<br />

– 13.2<br />

289.1<br />

2005<br />

143.2<br />

94.3<br />

9.6<br />

14.4<br />

19.3<br />

8.3<br />

289.1<br />

2005<br />

– 5.8<br />

– 13.6<br />

14.3<br />

2.5<br />

–<br />

– 2.6<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 103


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

Netherlands<br />

The defined pension scheme concerns the pension rights of the Dutch employees which have been placed with<br />

Stichting Pensioenfonds Koninklijke Ten Cate.<br />

The main features of the scheme are:<br />

� pension accumulation based on average salary;<br />

� accumulation rate of 2.1%;<br />

� conditional indexation.<br />

The other liabilities in respect of pensions comprise defined contribution pension schemes and/or old-age<br />

provisions. One of these defined contribution schemes is a 401K (savings) scheme in the United States.<br />

The contribution to this scheme is based on agreed rules.<br />

50.4 Liability in respect of defined benefit schemes<br />

The main actuarial assumptions as at the balance sheet date (in weighted averages):<br />

Discount rate as at 31 December<br />

Expected return on fund investments as at 31 December<br />

Future wage increases<br />

Future pension increases<br />

Assumptions with regard to future mortality figures are based on published statistical data and mortality tables.<br />

The mortality tables used are the GBM and GBV survival tables for 1995 – 2000 with a two-year age reduction.<br />

The age difference between men and women is set at three years. Account has been taken of expected future<br />

ageing by means of an actuarial correction to the liability. The total expected long-term return on investments<br />

is 5.7%. This percentage is based on the portfolio as a whole and not on the sum of the returns in separate<br />

investment categories. The expected return is based on the non-corrected historical returns. A 0.2% decrease<br />

in the discount rate results in a decrease of € 0.3 million in annual charges and an increase of € 9.4 million in<br />

the liability.<br />

Historical information<br />

Discounted value of covered liabilities<br />

Market value of fund investments<br />

Discounted value of net liabilities<br />

Experience adjustments arising on liabilities of the scheme*<br />

Experience adjustments arising on fund investments<br />

* No figures are available for 2005 and 2004.<br />

104<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

<strong>2006</strong><br />

316.1<br />

302.8<br />

13.3<br />

– 1.6<br />

5.7<br />

<strong>2006</strong><br />

4.60%<br />

5.70%<br />

2.40%<br />

1.70%<br />

2005<br />

326.5<br />

289.1<br />

37.4<br />

15.7<br />

2005<br />

4.00%<br />

5.00%<br />

2.50%<br />

1.50%<br />

2004<br />

302.4<br />

265.9<br />

36.5<br />

5.8


In 2007 the Group expects to contribute € 1.3 million to defined benefit schemes.<br />

51 PROVISIONS<br />

Balance as at 1 January <strong>2006</strong><br />

Formed as charge against result<br />

Released to result<br />

Expenditure in current year<br />

Exchange rate differences<br />

Balance as at 31 December <strong>2006</strong><br />

Of which short-term<br />

as at 31-12-2005<br />

as at 31-12-<strong>2006</strong><br />

Guarantee/<br />

claims<br />

9.9<br />

4.5<br />

– 2.5<br />

– 3.1<br />

– 0.1<br />

8.7<br />

The amount released to the result has been included as follows in the profit and loss account:<br />

Result from divested activities<br />

Work contracted out and other external costs<br />

Personnel costs<br />

Other operating costs<br />

Total<br />

3.9<br />

4.9<br />

Other<br />

personnel<br />

liabilities<br />

Environment<br />

Reorganisation<br />

The guarantee provision relates to goods and services supplied and the provision for claims relates to damage<br />

claims and possible legal costs.<br />

The provision for other personnel liabilities has been formed in respect of long-term leave and other allowances,<br />

such as anniversaries.<br />

The environmental provision has been formed for expected costs of decontamination of industrial sites, on the<br />

basis of functional decontamination (maintenance of business use).<br />

The future additional premium payable under the ‘PEMBA’ act on premium differentiation and market forces in<br />

incapacity insurance is included under other items. The provision at the end of <strong>2006</strong> amounted to € 0,7 million<br />

(2005: € 0.9 million).<br />

5.4<br />

– 0.7<br />

– 0.1<br />

4.6<br />

–<br />

–<br />

1.7<br />

0.1<br />

1.8<br />

–<br />

–<br />

0.6<br />

– 0.5<br />

– 0.1<br />

–<br />

0.6<br />

–<br />

Other<br />

5.7<br />

0.3<br />

– 3.1<br />

– 0.3<br />

2.6<br />

0.7<br />

0.9<br />

Total<br />

23.3<br />

4.9<br />

– 6.8<br />

– 3.6<br />

– 0.1<br />

17.7<br />

5.2<br />

5.8<br />

3.1<br />

1.3<br />

0.6<br />

1.8<br />

6.8<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 105


52 Other information<br />

53 FINANCIAL INSTRUMENTS<br />

As part of the normal business operations, the Group incurs credit, interest and currency risks. The risk of<br />

fluctuations in exchange rates and interest rates is hedged using derivatives.<br />

53.1 Credit risk<br />

The management has drawn up a credit policy and the credit risk is constantly monitored. In the case of all<br />

supplies above a certain amount, the customer is subjected to a credit assessment and, where possible,<br />

the debtor position is insured. All European operating companies, as well as a number of American and Asian<br />

companies, have credit insurance.<br />

On the balance sheet date there were no major concentrations of credit risk. The residual credit risk is the<br />

balance sheet value of each financial asset, after deduction of derivatives.<br />

53.2 Interest rate risk<br />

The policy with regard to interest rate risks is stated in the risk section on page 35 of this report.<br />

The aim of the interest rate policy is to limit the finance charges as far as possible. Interest rate instruments can<br />

be used in order to adjust the fixed or variable interest character of finance to the required profile. The Group<br />

has entered into interest rate swaps and a number of caps in order to fulfil this purpose within the policy of<br />

the Group.<br />

The following interest rate instruments were outstanding at the end of <strong>2006</strong>:<br />

� interest rate swap to 31-12-08: € 25 million received variable: payment 3.38% fixed<br />

� interest rate swap to 02-01-18: USD 4 million received variable: payment 4.47% fixed<br />

� interest rate swap to 05-02-08: € 5 million received variable: payment 3.46% fixed<br />

� interest rate cap 30-12-05 to 31-12-07: € 30 million 3.5%<br />

� interest rate cap 30-12-05 to 31-12-09: € 25 million 3.5%<br />

� interest rate cap 31-03-06 to 31-12-07: € 20 million 3.5%<br />

The Group classifies the interest rate swaps and the interest rate caps as cash flow hedging and values them at<br />

market value. The net market value of the swaps as at 31 December <strong>2006</strong> of € 0.2 million comprises € 0.4 million<br />

included under other receivables and € 0.2 million included under trade creditors and other payables. The net<br />

market value of the caps amounting to € 0.6 million is included under other receivables.<br />

53.3 Currency risk<br />

The Group incurs currency risks on sales and purchases denominated in currencies other than the functional<br />

currency of the operating companies in the Group. The currencies which give rise to this risk are primarily the<br />

US dollar and, to a lesser extent, the Hong Kong, Singapore and Australian dollar, the Chinese renminbi and<br />

the Malaysian ringgit.<br />

106 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>


Transaction risks<br />

The Group hedges the trade receivables and debts denominated in foreign currencies. To that end it uses foreign<br />

exchange forward contracts and options. Most forward contracts have a term of less than one year after the<br />

balance sheet date. If necessary they are extended.<br />

Competition risks<br />

The Group also hedges the estimated currency risk of the expected purchases and sales in the subsequent<br />

six months. Currency options are used for this purpose.<br />

With regard to monetary assets and liabilities held in currencies other than the euro, the Group ensures that<br />

the net risk remains at an acceptable level, by purchasing or selling foreign currencies as necessary in the spot<br />

market in order to eliminate short-term imbalances.<br />

The principal of the USD, and AUD loans of the Group is not hedged, because these loans have been drawn<br />

by subsidiaries which have corresponding assets in the same currency.<br />

53.4 Future transactions<br />

The Group classifies foreign exchange forward contracts and options to hedge future transactions as cash flow<br />

hedging and values them at market value. The net market value of forward contracts and options to hedge future<br />

transactions as at 31 December <strong>2006</strong> amounted to € 0.4 million, of which € 0.5 million was included under other<br />

receivables and € 0.1 million under trade creditors and other payables.<br />

53.5 Assets and liabilities included in the balance sheet<br />

Changes in the market value of foreign exchange forward contracts and options which are used to hedge, in an<br />

economic sense, monetary assets and liabilities denominated in foreign currencies are stated in the profit<br />

and loss account. Both changes in the market value of forward contracts and options and the exchange rate<br />

differences relating to monetary balance sheet items are included as exchange rate differences under net<br />

financial expenses (see note 33).<br />

53.6 Sensitivity analyses<br />

In managing interest rate and currency risks, the Group’s aim is to limit the effect of short-term fluctuations on<br />

the Group result. In the longer term, however, sustained changes in exchange rates and interest rates will have<br />

an effect on the consolidated result.<br />

The effect of a general rise of one percentage point in the interest rate on the pre-tax result in <strong>2006</strong> is estimated<br />

at € 0.7 million negative (2005: € 0.8 million). This calculation takes account of the interest rate swaps or caps.<br />

A general rise of one percentage point in the value of the euro against other currencies would have reduced the<br />

pre-tax result by an expected € 0.2 million (2005: € 0.1 million). Existing options and forward contracts have<br />

been taken into account in this calculation.<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 107


OTHER INFORMATION<br />

53.7 Estimate of market value<br />

Details are given below of the main methods and assumptions used in estimating the market value of financial<br />

instruments appearing in the statement.<br />

Foreign currency forward contracts are valued on the basis of quoted market prices. In the case of interest rate<br />

swaps, bank statements are used.<br />

The market value of long-term debts is calculated on the basis of the discounted value of expected future cash<br />

flows from repayments and interest payments.<br />

The market value of financial lease liabilities is estimated on the value of future cash flows, discounted at the<br />

interest rate for comparable lease agreements.<br />

In the case of trade debtors, other receivables, trade creditors and other short-term debts which fall due within<br />

one year, the nominal value is deemed to reflect the market value.<br />

54 LIABILITIES NOT SHOWN IN THE BALANCE SHEET<br />

Operational lease as lessee<br />

Payments due under non-cancellable operational lease agreements are as follows<br />

Less than 1 year<br />

Between two and five years<br />

More than five years<br />

The Group leases buildings, plant, vehicles and office equipment under operational leases. The leased buildings<br />

have a term of 10 to 15 years. Lease payments are indexed annually. None of the lease agreements include conditional<br />

lease payments. In principle the Group does not act as a lessor. The term of the other lease agreements<br />

is a maximum of five years.<br />

55 INVESTMENT LIABILITIES<br />

In <strong>2006</strong> the Group entered into contractual liabilities for the purchase of tangible fixed assets amounting to<br />

€ 31.5 million (2005: € 18.9 million). Of this, € 11.7 million has already been prepaid and included under tangible<br />

fixed assets.<br />

108<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

<strong>2006</strong><br />

3.8<br />

8.5<br />

8.5<br />

20.8<br />

2005<br />

4.6<br />

9.0<br />

4.2<br />

17.8


56 CONTINGENT LIABILITIES<br />

The Group has received claims for damages arising from the conduct of business. Provisions for these have been<br />

formed to the extent necessary.<br />

A claim for damages has been made against Royal Ten Cate by United Fabrics nv, a company registered in the<br />

Netherlands Antilles (majority shareholder in Textielgroep Twenthe nv). The claim is based on an outsourcing<br />

and management agreement from 1998 and originally amounted to € 56 million. On 24 May 2002 the district<br />

court of Almelo dismissed the claim in its entirety. In a judgment on 10 February 2004 the court of appeal of<br />

Arnhem dismissed the claim in respect of the outsourcing agreement and referred the claim in respect of the<br />

management agreement back to the plaintiff, requiring the latter to substantiate its loss before the court.<br />

On 10 May 2004 both Royal Ten Cate and the receiver of United Fabrics lodged appeals in cassation against the<br />

appeal court’s judgment. The Supreme Court issued a ruling on 7 April <strong>2006</strong> upholding the appeal court’s<br />

judgment. The claim in respect of the outsourcing agreement has thus permanently lapsed. There remains<br />

a damages assessment procedure with regard to the management agreement. Royal Ten Cate considers this<br />

claim unfounded and is contesting it. The attachment of the Synbra shares was lifted prior to the sale of this<br />

associated company, in exchange for a bank guarantee of € 1.8 million.<br />

57 SUBSEQUENT EVENTS<br />

A commentary on events subsequent to the balance sheet date can be found on page 123.<br />

58 RELATED PARTIES<br />

58.1 Identity of related parties<br />

Related parties concern relationships between the Group and its subsidiaries, the associated companies, a joint<br />

venture and the executive and supervisory directors.<br />

58.2 Transactions<br />

The 100% interest in <strong>TenCate</strong> Nicolon Australia was transferred to Geofabrics Australasia (50% interest) in<br />

<strong>2006</strong>. The sale price was based on the market value. See note 30.1.<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 109


OTHER INFORMATION<br />

58.3 Directors’ remuneration<br />

The remuneration of the members of the Executive Board was as follows:<br />

in thousands of euros<br />

Periodic remuneration<br />

Results-related pay (in respect of the previous year)<br />

Pension costs<br />

Remuneration in connection with change in pension<br />

accumulation<br />

In addition to the above pension contribution, compensation of € 232,000 was also paid for reduced accumulation.<br />

In 2005 a catch-up payment was made in respect of past service (€277,000). As at 31 December <strong>2006</strong>,<br />

Mr De Vries held 44,922 shares in the company (31-12-2005: 43,764 shares).<br />

Mr De Vries is participating in the Group share option plan (see note 71) and on 31 December <strong>2006</strong> held the following<br />

options:<br />

Issued on<br />

27-02-2002<br />

25-02-2003<br />

25-02-2004<br />

22-02-2005<br />

01-03-<strong>2006</strong><br />

Mr P.H. van der Vorm has a management agreement which is based on the number of days worked. As at<br />

31 December <strong>2006</strong> Mr Van der Vorm held no shares and had no Royal Ten Cate option rights.<br />

110<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

Term until<br />

27-02-2008<br />

25-02-2009<br />

25-02-2010<br />

22-02-2011<br />

01-03-2012<br />

<strong>2006</strong><br />

421<br />

210<br />

107<br />

–<br />

738<br />

Unconditional<br />

in<br />

2005<br />

<strong>2006</strong><br />

2007<br />

2008<br />

2009<br />

L. de Vries<br />

2005<br />

392<br />

196<br />

119<br />

227<br />

934<br />

Number<br />

40,000<br />

40,000<br />

40,000<br />

50,000<br />

60,000<br />

230,000<br />

<strong>2006</strong><br />

300<br />

–<br />

–<br />

–<br />

300<br />

Exercise<br />

price<br />

6.42<br />

6.18<br />

10.29<br />

15.17<br />

23.63<br />

P.H. van der Vorm<br />

2005<br />

369<br />

–<br />

–<br />

–<br />

369<br />

Outstanding<br />

40,000<br />

40,000<br />

40,000<br />

50,000<br />

60,000<br />

230,000


The remuneration of the members of the Supervisory Board was as follows:<br />

in euros<br />

A.W. Veenman – Chairman<br />

P.P.A.I. Deiters – Vice-Chairman<br />

C.J.A.J.M. van Gestel (†)<br />

F.A. van Vught<br />

C.W. Versteeg<br />

E. ten Cate<br />

The members of the Supervisory Board held no shares or option rights of Royal Ten Cate at the end of <strong>2006</strong>.<br />

58.4 Operating companies<br />

A list of (significant) subsidiaries and associated companies can be found inside the back cover of this report.<br />

59 ESTIMATES AND JUDGMENTS FORMED BY THE MANAGEMENT<br />

The Executive Board and the Financial Director have conducted discussions with the Financial Committee on<br />

the critical principles for the financial reporting and estimates, as well as the application of such principles and<br />

estimates.<br />

With regard to the pensions, the main actuarial assumptions are stated in note 50.4. With regard to guarantees<br />

and claims, provisions have been formed whenever there is an actual liability or it is likely that an outflow of<br />

funds will be necessary. The result of this is stated in note 51.<br />

With regard to impairments in the case of loss-making companies, an examination has been carried out to<br />

determine whether the realisable value of any cash generating unit was lower than the book value. This proved<br />

to be the case with Business Key. See note 39.2.<br />

<strong>2006</strong><br />

32,700<br />

25,900<br />

–<br />

19,100<br />

19,100<br />

19,100<br />

115,900<br />

2005<br />

32,700<br />

25,900<br />

4,775<br />

19,100<br />

19,100<br />

19,100<br />

120,675<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 111


60 Company financial statements<br />

61 COMPANY PROFIT AND LOSS ACCOUNT<br />

in millions of euros<br />

Result from associated companies after tax<br />

Result from divested activities after tax<br />

Other results after tax<br />

NET RESULT<br />

112 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

<strong>2006</strong><br />

31.2<br />

39.2<br />

5.6<br />

76.0<br />

2005<br />

26.1<br />

–<br />

4.4<br />

30.5


62 COMPANY BALANCE SHEET<br />

in millions of euros<br />

FINANCIAL FIXED ASSETS<br />

Interests in operating companies<br />

Associated companies<br />

Loans to operating companies<br />

Deferred tax receivables<br />

Other receivables<br />

CURRENT ASSETS<br />

Due from operating companies<br />

Other receivables<br />

TOTAL ASSETS<br />

EQUITY<br />

Share capital<br />

Share premium reserve<br />

Statutory reserve<br />

Other reserves<br />

Undistributed Result<br />

PROVISIONS<br />

LONG-TERM LIABILITIES<br />

SHORT-TERM LIABILITIES<br />

TOTAL EQUITY AND LIABILITIES<br />

note<br />

64<br />

65<br />

72<br />

73<br />

74<br />

<strong>2006</strong><br />

186.1<br />

1.3<br />

140.1<br />

2.6<br />

0.1<br />

330.2<br />

0.5<br />

2.0<br />

2.5<br />

332.7<br />

52.7<br />

6.3<br />

– 2.0<br />

105.7<br />

76.0<br />

238.7<br />

3.0<br />

56.0<br />

35.0<br />

332.7<br />

2005<br />

164.0<br />

9.5<br />

155.9<br />

2.0<br />

0.3<br />

331.7<br />

1.3<br />

3.8<br />

5.1<br />

336.8<br />

52.0<br />

7.0<br />

28.5<br />

63.8<br />

30.5<br />

181.8<br />

4.6<br />

122.5<br />

27.9<br />

336.8<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 113


63 Notes to the company financial statements<br />

GENERAL<br />

Accounting principles<br />

In determining the accounting principles for its parent company financial statements, Royal Ten Cate uses the<br />

option available under article 2.362 paragraph 8 of the Netherlands Civil Code. This means that the accounting<br />

principles for the parent company financial statements of Royal Ten Cate are the same as those applying to the<br />

consolidated financial statements. Associated companies over which significant influence is exerted are valued<br />

in accordance with the net asset value method. The consolidated financial statements have been prepared in<br />

accordance with the standards set by the International Accounting Standards Board and adopted by the European<br />

Union. A description of these standards can be found in the accounting policies applicable to the consolidated<br />

financial statements.<br />

The share in the results of associated companies includes the share of Royal Ten Cate in the results of these<br />

companies. Results from transactions involving a transfer of assets and liabilities between Royal Ten Cate and<br />

its associated companies and between individual associated companies are not included to the extent that they<br />

can be considered to be unrealised.<br />

64 FINANCIAL FIXED ASSETS<br />

Balance as at 1 January<br />

Acquisitions<br />

Sale/Liquidation<br />

Translation differences<br />

Loans granted<br />

Repayment of loans<br />

Result from associated companies<br />

Dividend of associated companies<br />

Added to result<br />

Balance as at 31 December<br />

Royal Ten Cate is at the head of the Group and has capital interests in the operating companies stated on the<br />

cover.<br />

114 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

Interest in<br />

operating<br />

companies<br />

164.0<br />

17.9<br />

– 2.2<br />

– 6.2<br />

28.5<br />

– 15.9<br />

186.1<br />

Associated<br />

companies<br />

9.5<br />

1.3<br />

– 12.2<br />

2.7<br />

1.3<br />

Loans<br />

to operating<br />

companies<br />

155.9<br />

– 10.5<br />

85.7<br />

– 91.0<br />

140.1<br />

Deferred<br />

tax<br />

receivables<br />

2.0<br />

0.6<br />

2.6<br />

Other<br />

receivables<br />

0.3<br />

– 0.2<br />

0.1<br />

Total<br />

331.7<br />

19.2<br />

– 14.4<br />

– 16.7<br />

85.7<br />

– 91.2<br />

31.2<br />

– 15.9<br />

0.6<br />

330.2


65 EQUITY<br />

The equity of the parent company financial statements corresponds to the equity of the consolidated financial<br />

statements. A statement of changes in equity can be found on page 74.<br />

66 CALLED AND PAID-UP CAPITAL<br />

Authorised share capital<br />

Of which not issued<br />

67 ORDINARY SHARES<br />

The authorised share capital consists of:<br />

80,000,000 ordinary shares of € 2.50<br />

7,000,000 ordinary shares of € 10<br />

3,000,000 A preference shares (financing prefs) of € 10<br />

10,000,000 B preference shares (protection prefs) of € 10<br />

Balance as at 1 January<br />

Ordinary shares 20,784,472 and 20,472,060*<br />

Issued stock dividend 278,820 and 314,412*<br />

Issued share capital as at 31 December<br />

* After share split reducing the par value from € 10 to € 2.50.<br />

68 SHARE PREMIUM RESERVE<br />

Balance as at 1 January<br />

Issued stock dividend<br />

Balance as at 31 December<br />

The share premium reserve is available for distribution to shareholders.<br />

<strong>2006</strong><br />

200.0<br />

147.3<br />

52.7<br />

<strong>2006</strong><br />

200.0<br />

–<br />

–<br />

–<br />

200.0<br />

<strong>2006</strong><br />

52.0<br />

0.7<br />

52.7<br />

<strong>2006</strong><br />

7.0<br />

– 0.7<br />

6.3<br />

2005<br />

200.0<br />

148.0<br />

52.0<br />

2005<br />

–<br />

70.0<br />

30.0<br />

100.0<br />

200.0<br />

2005<br />

51.2<br />

0.8<br />

52.0<br />

2005<br />

7.8<br />

– 0.8<br />

7.0<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 115


NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />

69 RETAINED EARNINGS OF ASSOCIATED COMPANIES<br />

Balance as at 1 January<br />

Added from appropriation of profit in respect of 2005 and 2004<br />

Transfer to other reserves in connection with sale of associated company<br />

Balance as at 31 December<br />

This reserve has been formed in respect of associated companies in which the free disposal of retained earnings<br />

is subject to restrictions.<br />

69.2 Translation differences<br />

Balance as at 1 January<br />

Change in <strong>2006</strong> and 2005<br />

Released to result in connection with sale of associated company<br />

Balance as at 31 December<br />

Balance of statutory reserve as at 31 December<br />

70 OTHER RESERVES<br />

Balance as at 1 January<br />

Added from 2005 and 2004 result<br />

Transfer from retained earnings of associated companies<br />

Repurchase of own shares for share savings plan/option plan<br />

Share and option schemes<br />

Issue of repurchased shares for share savings plan/option plan<br />

Balance as at 31 December<br />

71 OPTION SCHEME<br />

With effect from 2000 Royal Ten Cate has a revised stock option plan for the management, established by<br />

the Supervisory Board. The maximum possible account has been taken of the recommendations of VNO-NCW<br />

and the Dutch Investors’ Association (VEB). Those eligible for options are members of the Executive Board,<br />

the corporate and group directors and a number of managers. The implementation of the share option plan is<br />

supervised by the compliance officer.<br />

The options are granted on a conditional basis. If after three years a specified performance level has been<br />

attained, the options confer the right to acquire a € 2.50 ordinary share at the option exercise price.<br />

116 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

<strong>2006</strong><br />

23.9<br />

4.4<br />

– 28.3<br />

–<br />

<strong>2006</strong><br />

4.6<br />

– 6.2<br />

– 0.4<br />

– 2.0<br />

– 2.0<br />

<strong>2006</strong><br />

63.8<br />

20.3<br />

28.3<br />

– 7.2<br />

0.2<br />

0.3<br />

105.7<br />

2005<br />

21.7<br />

2.2<br />

–<br />

23.9<br />

2005<br />

– 4.9<br />

9.5<br />

–<br />

4.6<br />

28.5<br />

2005<br />

46.3<br />

16.7<br />

–<br />

–<br />

0.5<br />

0.3<br />

63.8


The performance condition is that the earnings per share over the previous three years must have increased at<br />

least by a percentage equal to inflation plus 3% per year. The exercise period of the option is between the third<br />

and sixth years after the conditional granting of the option rights. The exercise price is equivalent to the average<br />

price of the Royal Ten Cate share on Euronext Amsterdam nv on the five stock exchange trading days following<br />

publication of the annual figures. Each granted option right lapses on termination of employment.<br />

In principle the maximum number of options granted in any one year will not exceed 1% of the total number of<br />

shares outstanding. The exercise of options is subject to the restrictions laid down in the Securities Transactions<br />

Supervision Act.<br />

71.1 Share savings plan<br />

All employees in the Netherlands have been given the possibility of participating in the share savings plan. The<br />

maximum amount per participant in <strong>2006</strong> was € 1,226 (2005: € 1,226). 4,794 shares were saved under this<br />

scheme in <strong>2006</strong>, taking the total number of shares ‘saved’ by employees since 2002 to 44,954.<br />

71.2 Repurchasing of shares<br />

In principle the company will repurchase shares in order to prevent any dilution of earnings per share caused by<br />

the granting of options.<br />

Number of shares repurchased at end of 2005<br />

Shares repurchased in <strong>2006</strong><br />

Issued in respect of options<br />

Issued in respect of share savings plan<br />

Number at end of <strong>2006</strong><br />

71.3 Granting of options in 2007<br />

On 28 February 2007 the intention was to grant 220,000 conditional options at the average market price during<br />

the five stock exchange trading days following publication of the annual results on 1 March 2007.<br />

The distribution is as follows:<br />

Members of the Executive Board<br />

Members of the Management<br />

* Provisional<br />

28-02-2007*<br />

60.000<br />

160.000<br />

220.000<br />

207,140<br />

345,000<br />

– 38,400<br />

– 4,794<br />

508,946<br />

01-03-<strong>2006</strong><br />

60.000<br />

141.200<br />

201.200<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 117


NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />

71.4 Statement of movements in options in <strong>2006</strong><br />

Issued on<br />

27-2-2002<br />

25-2-2003<br />

25-2-2004<br />

22-2-2005<br />

01-3-<strong>2006</strong><br />

28-2-2007<br />

The Group received € 237,500 for the 38,400 options which were exercised during the year and € 111,961 for the<br />

4,794 shares relating to the share savings plan.<br />

72 PROVISIONS<br />

Guarantees and claims<br />

Others<br />

The term of the provisions exceeds one year.<br />

73 LONG-TERM LIABILITIES<br />

Syndicated loan<br />

Loans from operating companies<br />

The conditions of the syndicated loan can be found in the notes to the consolidated balance sheet on page 101.<br />

74 SHORT-TERM LIABILITIES<br />

Banks, current accounts<br />

Owed to consolidated operating companies<br />

Trade creditors and other payables<br />

118 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

Term until<br />

27-2-2008<br />

25-2-2009<br />

25-2-2010<br />

22-2-2011<br />

01-3-2012<br />

28-2-2013<br />

Number of<br />

options<br />

80.000<br />

88.200<br />

95.600<br />

152.400<br />

201.200<br />

617.400<br />

220.000<br />

Exercise<br />

price<br />

6.42<br />

6.18<br />

10.29<br />

15.17<br />

23.63<br />

14.75<br />

–<br />

Exercised/<br />

lapsed to<br />

2005<br />

37.600<br />

–<br />

–<br />

–<br />

37.600<br />

–<br />

<strong>2006</strong><br />

3.0<br />

–<br />

3.0<br />

<strong>2006</strong><br />

52.6<br />

3.4<br />

56.0<br />

<strong>2006</strong><br />

32.7<br />

0.1<br />

2.2<br />

35.0<br />

Exercised<br />

in <strong>2006</strong><br />

800<br />

37.600<br />

–<br />

–<br />

38.400<br />

–<br />

2005<br />

1.9<br />

2.7<br />

4.6<br />

2005<br />

119.5<br />

3.0<br />

122.5<br />

2005<br />

25.4<br />

_<br />

2.5<br />

27.9<br />

Lapsed<br />

in <strong>2006</strong><br />

–<br />

600<br />

2.200<br />

10.400<br />

13.000<br />

26.200<br />

–<br />

Outstanding<br />

31-12-<strong>2006</strong><br />

41.600<br />

50.000<br />

93.400<br />

142.000<br />

188.200<br />

515.200<br />


75 OTHER INFORMATION<br />

The company has issued a declaration of liability in accordance with article 403 of Book 2 of the Netherlands<br />

Civil Code on behalf of its Dutch operating companies.<br />

The company forms a tax group together with the majority of the Dutch operating companies for corporation and<br />

sales tax. Each of the operating companies is severally liable for the tax payable by all the companies included<br />

in the tax group.<br />

Letters of guarantee<br />

The company has not issued any letters of guarantee on behalf of foreign operating companies as security for<br />

these companies’ payment liabilities on the balance sheet date.<br />

In respect of the damages assessment procedure relating to the claim of United Fabrics (see note 56), a letter of<br />

guarantee has been issued in an amount of € 1.8 million.<br />

Almelo, 28 February 2007<br />

Executive Board<br />

L. de Vries, Chairman<br />

P.H. van der Vorm<br />

Supervisory Board<br />

A.W. Veenman, Chairman<br />

P.P.A.I. Deiters, Vice-Chairman<br />

F.A. van Vught<br />

C.W. Versteeg<br />

E. ten Cate<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 119


Additional data<br />

Royal Ten Cate<br />

120 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>


To the General Meeting of Shareholders of Royal Ten Cate<br />

Auditor’s report<br />

REPORT ON THE FINANCIAL STATEMENTS<br />

We have audited the financial statements <strong>2006</strong> of Royal Ten Cate Almelo, for the year <strong>2006</strong> as set out on pages<br />

69 to 119. The financial statements consist of the consolidated financial statements and the company financial<br />

statements. The consolidated financial statements comprise the consolidated balance sheet as at 31 December<br />

<strong>2006</strong>, profit and loss account, statement of changes in equity and cash flow statement for the year then ended,<br />

and a summary of significant accounting policies and other explanatory notes. The company financial statements<br />

comprise the company balance sheet as at 31 December <strong>2006</strong>, the company profit and loss account for the year<br />

then ended and the notes.<br />

MANAGEMENT’S RESPONSIBILITY<br />

Company’s management is responsible for the preparation and fair presentation of the financial statements in<br />

accordance with International Financial <strong>Report</strong>ing Standards as adopted by the European Union and with Part 9<br />

of Book 2 of the Netherlands Civil Code, and for the preparation of the management board report in accordance<br />

with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and<br />

maintaining internal control relevant to the preparation and fair presentation of the financial statements that are<br />

free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting<br />

policies; and making accounting estimates that are reasonable in the circumstances.<br />

AUDITOR’S RESPONSIBILITY<br />

Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our<br />

audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and<br />

perform the audit to obtain reasonable assurance whether the financial statements are free from material<br />

misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br />

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of<br />

the risks of material misstatement of the financial statements, whether due to fraud or error. In making those<br />

risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation<br />

of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not<br />

for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also<br />

includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates<br />

made by management, as well as evaluating the overall presentation of the financial statements.<br />

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our<br />

audit opinion.<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 121


AUDITOR’S REPORT<br />

OPINION WITH RESPECT TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

In our opinion, the consolidated financial statements give a true and fair view of the financial position of<br />

Royal Ten Cate as at 31 December <strong>2006</strong>, and of its result and its cash flow for the year then ended in accordance<br />

with International Financial <strong>Report</strong>ing Standards as adopted by the European Union and with Part 9 of Book 2 of<br />

the Netherlands Civil Code.<br />

OPINION WITH RESPECT TO THE COMPANY FINANCIAL STATEMENTS<br />

In our opinion, the company financial statements give a true and fair view of the financial position of Royal<br />

Ten Cate as at 31 December <strong>2006</strong>, and of its result for the year then ended in accordance with Part 9 of Book 2<br />

of the Netherlands Civil Code.<br />

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS<br />

Pursuant to the legal requirement under 2:393 sub 5 part e of the Netherlands Civil Code, we report, to the<br />

extent of our competence, that the management board report is consistent with the financial statements as<br />

required by 2:391 sub 4 of the Netherlands Civil Code.<br />

Enschede, 28 February 2007<br />

KPMG ACCOUNTANTS N.V.<br />

A.J.M. Oude Weernink RA<br />

122<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>


Post balance sheet events<br />

a. Mattex Leisure Industries<br />

On 12 February 2007 <strong>TenCate</strong> announced that it had reached agreement with the owners of Mattex Leisure<br />

Industries of Dubai on the acquisition of the artificial grass activities by means of an assets/liabilities transaction.<br />

The artificial grass activities will be placed in a newly formed company: <strong>TenCate</strong> Thiolon Middle East LLC. It is<br />

expected that this company will generate revenues of USD 70 million (€ 53 million) in 2007.<br />

The acquisition price will be USD 178 million (€ 136 million). <strong>TenCate</strong> Thiolon Middle East will be fully integrated<br />

into the <strong>TenCate</strong> Grass Group.<br />

b. Share issue<br />

On the same day, 12 February, 2,106,329 new ordinary shares were issued (less than 10% of the outstanding<br />

share capital) at a price of € 24.50 per share. This resulted in a gross amount of € 51.6 million being added in<br />

new equity.<br />

The delivery of and payment for the new shares took place on 15 February, the day on which the new shares<br />

were also listed on the Eurolist of Euronext Amsterdam. These shares are also entitled to dividend in respect<br />

of <strong>2006</strong>.<br />

c. Issue of syndicated loan<br />

On 13 February the issue of a new syndicated loan of € 250 million was announced. This loan, in addition to the<br />

share issue of € 51 million, will be used to finance the acquisition of Mattex and Roshield and to replace<br />

the existing loan.<br />

It is expected that the loan will be concluded on 16 March.<br />

d. Closing of Roshield acquisition<br />

The closure of and payment for the acquisition of Roshield A/G took place on 16 February, after approval had<br />

been granted by the Danish ministry of Justice.<br />

Roshield, which is based in Odense (Denmark), is a young, fast growing company in the field of vehicle armour<br />

and personal protection. It has recently won a number of major long-term orders worth approximately<br />

€ 20 million.<br />

Roshield will become part of the European Armour activities of <strong>TenCate</strong> Aerospace & Armour Composites.<br />

The acquisition price is unchanged at € 34.7 million.<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 123


POST BALANCE SHEET EVENTS<br />

e. Estimated effect on the balance sheet of Royal Ten Cate<br />

The effect of the acquisition of Mattex and Roshield, as well as the share issue, on the balance sheet of Royal<br />

Ten Cate as at 31 December <strong>2006</strong> can be described as follows on a pro-forma basis:<br />

Total assets Equity + liabilities<br />

<strong>TenCate</strong> 489 <strong>TenCate</strong> equity<br />

Mattex/Roshield 190 <strong>TenCate</strong> interest-bearing debt<br />

<strong>TenCate</strong> other items<br />

679<br />

The figures stated above for Mattex/Roshield are based on the locally applicable valuation principles.<br />

The difference between the purchase price of the two companies and the net assets is € 138 million.<br />

On the basis of IFRS 3 Business Combinations, the net assets will be valued at fair value following the acquisition<br />

of Mattex and Roshield.<br />

124<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

Previous<br />

239 +<br />

94 +<br />

156 +<br />

489 +<br />

Increase<br />

51 =<br />

123 =<br />

16 =<br />

190 =<br />

New<br />

290<br />

217<br />

172<br />

679<br />

43%<br />

32%<br />

25%<br />

100%


Provisions of the articles of association relating<br />

to appropriation of profit<br />

(Article 27)<br />

General<br />

The authorised capital comprises only ordinary shares.<br />

Summary of the provisions of the articles of association<br />

1 Profit distributions may only take place to the extent that the equity of the company exceeds the paid<br />

and called-up part of the issued capital plus the reserves which must be held by law.<br />

2 With the approval of the Supervisory Board, the Executive Board is authorised to determine the part of the<br />

profit that will be reserved.<br />

3 The sum remaining from the profit after the reservation in accordance with paragraph 2 is at the disposal of<br />

the general meeting of shareholders.<br />

4 Shares held by the company in its own capital are not taken into account in calculating the appropriation<br />

of profit.<br />

5 The dividend payable shall be made payable no later than 30 days after adoption of the financial statements<br />

by the general meeting of shareholders. It shall be made payable only to the authorised persons in whose<br />

name the shares are held. Such payments shall discharge the company.<br />

6 A shareholder’s claim for payment shall be time-barred after a period of five years has elapsed.<br />

Proposed appropriation of profit<br />

in millions of euros<br />

Net profit<br />

Added to other reserves in accordance with article 27, paragraph 2 of the articles of association<br />

Net addition to the reserve for retained earnings of associated companies<br />

Undistributed dividend balance from previous year<br />

Payment of € 0.70 (28%) and € 0.60 (24%) dividend to holders of ordinary shares in accordance<br />

with article 27 paragraph 3 of the articles of association*<br />

Undistributed dividend balance at year end, which is transferred to the relevant account<br />

* After issue of 2,106,329 shares on 12 February 2007.<br />

<strong>2006</strong><br />

76.0<br />

– 58.5<br />

17.5<br />

– 1.3<br />

16.2<br />

0.5<br />

16.7<br />

– 16.2<br />

0.5<br />

2005<br />

30.5<br />

– 13.5<br />

17.0<br />

– 4.4<br />

12.6<br />

0.4<br />

13.0<br />

– 12.5<br />

0.5<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 125


Ten-year summary<br />

In millions of euros, unless stated otherwise<br />

CONSOLIDATED PROFIT AND<br />

LOSS ACCOUNT<br />

Revenues<br />

Changes in inventories of finished<br />

products and work in progress<br />

Raw materials and manufacturing supplies<br />

Work contracted out and other<br />

external expenses<br />

Personnel costs<br />

Depreciation and amortisation<br />

Other operating costs<br />

Total operating expenses<br />

OPERATING RESULT<br />

Financial expenses<br />

PRE-TAX RESULT<br />

Profit tax<br />

RESULT AFTER TAX BUT BEFORE RESULT<br />

FROM PARTICIPATING INTERESTS<br />

Result from associated companies<br />

(including divested activities)<br />

RESULT AFTER TAX<br />

Extraordinary items after tax<br />

NET PROFIT AFTER TAX<br />

Minority interests<br />

NET PROFIT<br />

Dividend<br />

Operating result in % of revenues<br />

Return on equity<br />

Return on net capital employed<br />

126 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />

<strong>2006</strong><br />

770.5<br />

– 4.8<br />

402.2<br />

34.7<br />

171.2<br />

23.1<br />

94.0<br />

720.4<br />

50.1<br />

– 8.0<br />

42.1<br />

– 11.4<br />

30.7<br />

45.4<br />

76.1<br />

–<br />

76.1<br />

– 0.1<br />

76.0<br />

16.2<br />

6.5%<br />

36.1%<br />

14.4%<br />

Figures based on IFRS Figures based on Dutch GAAP<br />

2005<br />

686.5<br />

0.5<br />

353.8<br />

29.3<br />

161.6<br />

19.3<br />

83.5<br />

648.0<br />

38.5<br />

– 4.6<br />

33.9<br />

– 11.5<br />

22.4<br />

8.1<br />

30.5<br />

–<br />

30.5<br />

–<br />

30.5<br />

12.5<br />

5.6%<br />

18.6%<br />

15.3%<br />

2004<br />

641.0<br />

– 12.6<br />

332.1<br />

29.5<br />

159.7<br />

19.2<br />

78.5<br />

606.4<br />

34.6<br />

– 6.8<br />

27.8<br />

– 9.2<br />

18.6<br />

5.1<br />

23.7<br />

–<br />

23.7<br />

– 0.1<br />

23.6<br />

10.2<br />

5.4%<br />

17.0%<br />

13.5%<br />

2003<br />

569.6<br />

– 2.6<br />

280.7<br />

28.8<br />

142.9<br />

19.6<br />

71.5<br />

540.9<br />

28.7<br />

– 7.0<br />

21.7<br />

– 5.3<br />

16.4<br />

3.9<br />

20.3<br />

–<br />

20.3<br />

–<br />

20.3<br />

8.5<br />

5.0%<br />

12.9%<br />

11.7%<br />

2002<br />

602.1<br />

– 2.4<br />

289.9<br />

36.4<br />

151.3<br />

24.0<br />

79.0<br />

578.2<br />

23.9<br />

– 12.0<br />

11.9<br />

1.7<br />

13.6<br />

5.4<br />

19.0<br />

12.3<br />

31.3<br />

– 0.2<br />

31.1<br />

7.7<br />

4.0%<br />

22.0%<br />

9.7%<br />

2001<br />

620.0<br />

6.0<br />

297.2<br />

37.9<br />

159.1<br />

26.0<br />

78.9<br />

605.1<br />

14.9<br />

– 12.9<br />

2.0<br />

0.7<br />

2.7<br />

3.5<br />

6.2<br />

– 12.0<br />

– 5.8<br />

0.1<br />

– 5.7<br />

2.4<br />

2.4%<br />

– 4.2%<br />

5.9%<br />

2000<br />

620.2<br />

– 3.2<br />

294.4<br />

36.3<br />

160.2<br />

25.2<br />

74.7<br />

587.6<br />

32.6<br />

– 10.6<br />

22.0<br />

– 3.3<br />

18.7<br />

5.5<br />

24.2<br />

–<br />

24.2<br />

–<br />

24.2<br />

9.8<br />

5.3%<br />

17.8%<br />

13.6%<br />

1999<br />

665.5<br />

9.6<br />

279.8<br />

48.6<br />

165.5<br />

30.1<br />

91.0<br />

624.6<br />

40.9<br />

– 10.2<br />

30.7<br />

– 9.0<br />

21.7<br />

– 0.1<br />

21.6<br />

–<br />

21.6<br />

–<br />

21.6<br />

8.6<br />

6.1%<br />

16.9%<br />

13.5%<br />

1998<br />

632.9<br />

5.2<br />

276.0<br />

44.8<br />

159.2<br />

27.9<br />

85.3<br />

598.4<br />

34.5<br />

– 9.7<br />

24.8<br />

– 8.4<br />

16.4<br />

0.7<br />

17.1<br />

– 59.0<br />

– 41.9<br />

– 0.1<br />

– 42.0<br />

6.2<br />

5.4%<br />

– 27.8%<br />

11.5%<br />

1997<br />

620.8<br />

– 8.9<br />

279.0<br />

51.4<br />

153.4<br />

27.5<br />

81.5<br />

583.9<br />

36.9<br />

– 10.1<br />

26.8<br />

– 9.1<br />

17.7<br />

0.6<br />

18.3<br />

– 4.5<br />

13.8<br />

–<br />

13.8<br />

6.4<br />

6.0%<br />

8.0%<br />

11.3%


CONSOLIDATED BALANCE SHEET<br />

Tangible fixed assets<br />

Intangible fixed assets<br />

Financial fixed assets<br />

Total fixed assets<br />

Inventories<br />

Receivables<br />

Securities and cash<br />

Total current assets<br />

TOTAL ASSETS<br />

Equity*<br />

Minority interests<br />

Group equity<br />

Provisions<br />

Long-term liabilities<br />

Banks and short term loans<br />

Other short-term liabilities<br />

TOTAL LIABILITIES<br />

Guarantee capital/total capital<br />

Acquisitions /(de)consolidations<br />

Investments in tangible and intangible<br />

fixed assets<br />

Depreciation and amortisation<br />

Cash flow<br />

Number of staff years at year-end<br />

Number of outstanding shares (x 1,000)**<br />

Maximum increase from conversion**<br />

Net earnings per € 2.50 share<br />

Dividend per share in euro<br />

Closing price in euro<br />

* With effect from 2003 equity including dividend payable.<br />

** After split of par value of shares from € 10.00 to € 2.50.<br />

<strong>2006</strong><br />

165.8<br />

12.4<br />

18.3<br />

196.5<br />

157.7<br />

128.2<br />

6.7<br />

292.6<br />

489.1<br />

238.7<br />

0.2<br />

238.9<br />

43.8<br />

63.5<br />

30.4<br />

112.5<br />

489.1<br />

49%<br />

– 63.0<br />

43.0<br />

23.1<br />

99.1<br />

3,532<br />

21,063<br />

–<br />

3.66<br />

0.70<br />

23.21<br />

Figures based on IFRS Figures based on Dutch GAAP<br />

2005<br />

161.4<br />

13.8<br />

35.2<br />

210.4<br />

157.5<br />

125.0<br />

4.6<br />

287.1<br />

497.5<br />

181.8<br />

–<br />

181.8<br />

56.1<br />

130.2<br />

27.1<br />

102.3<br />

497.5<br />

37%<br />

40.8<br />

26.2<br />

19.3<br />

49.8<br />

3,578<br />

20,784<br />

–<br />

1.48<br />

0.60<br />

21.50<br />

2004<br />

118.8<br />

12.1<br />

19.9<br />

150.8<br />

138.6<br />

98.8<br />

2.7<br />

240.1<br />

390.9<br />

146.5<br />

0.1<br />

146.6<br />

52.1<br />

74.1<br />

24.6<br />

93.5<br />

390.9<br />

38%<br />

29.2<br />

12.0<br />

19.2<br />

42.9<br />

3,634<br />

20,472<br />

–<br />

1.17<br />

0.50<br />

13.55<br />

2003<br />

118.1<br />

10.6<br />

11.4<br />

140.1<br />

110.0<br />

91.7<br />

5.8<br />

207.5<br />

347.6<br />

162.0<br />

0.1<br />

162.1<br />

15.6<br />

82.9<br />

13.9<br />

73.1<br />

347.6<br />

47%<br />

0.3<br />

16.9<br />

19.6<br />

39.9<br />

3,245<br />

20,096<br />

–<br />

1.03<br />

0.43<br />

9.02<br />

2002<br />

130.5<br />

12.8<br />

9.2<br />

152.5<br />

117.4<br />

89.8<br />

2.9<br />

210.1<br />

362.6<br />

152.9<br />

0.2<br />

153.1<br />

15.1<br />

107.0<br />

8.9<br />

78.5<br />

362.6<br />

42%<br />

1.4<br />

17.0<br />

24.0<br />

57.5<br />

3,278<br />

19,192<br />

–<br />

1.63<br />

0.40<br />

6.25<br />

2001<br />

154.3<br />

14.7<br />

5.6<br />

174.6<br />

124.6<br />

109.7<br />

0.1<br />

234.4<br />

409.0<br />

129.5<br />

0.1<br />

129.6<br />

14.4<br />

77.7<br />

99.7<br />

87.6<br />

409.0<br />

32%<br />

23.6<br />

28.5<br />

26.0<br />

27.7<br />

3,625<br />

18,872<br />

768<br />

– 0.31<br />

0.13<br />

6.50<br />

2000<br />

151.5<br />

–<br />

7.5<br />

159.0<br />

134.6<br />

107.0<br />

0.4<br />

242.0<br />

401.0<br />

140.6<br />

0.4<br />

141.0<br />

11.2<br />

83.1<br />

67.4<br />

98.3<br />

401.0<br />

37%<br />

14.8<br />

29.5<br />

25.2<br />

49.4<br />

3,585<br />

18,872<br />

1,200<br />

1.30<br />

0.52<br />

8.23<br />

1999<br />

143.6<br />

–<br />

3.4<br />

147.0<br />

112.0<br />

96.2<br />

0.4<br />

208.6<br />

355.6<br />

130.5<br />

0.1<br />

130.6<br />

11.3<br />

92.6<br />

25.1<br />

96.0<br />

355.6<br />

41%<br />

34.6<br />

33.7<br />

30.1<br />

51.7<br />

3,970<br />

18,092<br />

1,716<br />

1.20<br />

0.48<br />

9.38<br />

1998<br />

157.1<br />

–<br />

2.9<br />

160.0<br />

116.1<br />

107.2<br />

0.5<br />

223.8<br />

383.8<br />

125.0<br />

–<br />

125.0<br />

9.2<br />

106.5<br />

42.6<br />

100.5<br />

383.8<br />

38%<br />

0.5<br />

29.2<br />

27.9<br />

– 14.1<br />

3,886<br />

18,092<br />

2,296<br />

– 2.34<br />

0.34<br />

7.26<br />

1997<br />

162.1<br />

–<br />

24.9<br />

187.0<br />

117.9<br />

108.2<br />

0.3<br />

226.4<br />

413.4<br />

176.5<br />

0.1<br />

176.6<br />

9.9<br />

94.1<br />

49.5<br />

83.3<br />

413.4<br />

50%<br />

11.1<br />

29.8<br />

27.5<br />

41.3<br />

3,848<br />

17,732<br />

2,936<br />

0.78<br />

0.36<br />

9.93<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 127


Operating companies, associated<br />

companies and other interests<br />

as at 31 December <strong>2006</strong><br />

ADVANCED TEXTILES & COMPOSITES<br />

Ten Cate Advanced Textiles bv Nijverdal (NL)<br />

Holding Ten Cate Advanced Textiles group<br />

Ten Cate Protect bv Nijverdal (NL)<br />

Fabrics for work and protective clothing and professional wear<br />

Ten Cate Protective Fabrics USA inc Union City, Georgia, USA<br />

Fabrics for protective clothing<br />

Ten Cate Technical Fabrics bv Nijverdal (NL)<br />

Outdoor fabrics<br />

Ten Cate Advanced Weaving Nijverdal (NL)<br />

Fabrics for applications in specialist professions and outdoor applications<br />

Ten Cate Advanced Spinning bv Nijverdal (NL)<br />

High-grade yarns<br />

Ten Cate Permess Interlinings Hong Kong ltd Hong Kong, China<br />

Ten Cate Permess Xishan Xishan, China<br />

Sale and production of interlinings<br />

Ten Cate Advanced Composites bv Nijverdal (NL)<br />

Components for aircraft construction and antiballistic materials<br />

Ten Cate Advanced Composites USA inc San José,<br />

Components for aerospace and antiballistic materials California, USA<br />

Ten Cate Advanced Armour S.A.S. Vienne, France<br />

Antiballistic materials<br />

GEOSYNTHETICS & GRASS<br />

Ten Cate Geosynthetics Netherlands bv Almelo (NL)<br />

Ten Cate Geosynthetics North America inc Atlanta, Georgia, USA<br />

Ten Cate Geosynthetics Austria GmbH Linz, Austria<br />

Ten Cate Geosynthetics France S.A.S. Bezons, France<br />

Ten Cate Geosynthetics Asia sdn bhd Kuala Lumpur, Malaysia<br />

Geofabrics Australasia pty ltd (50%)<br />

Geotextiles and industrial fabrics<br />

Cheltenham, Australia<br />

Ten Cate Geosynthetics sdn bhd (Malaysia) Kuala Lumpur,<br />

Malaysia<br />

Ten Cate Geosynthetics (Thailand) ltd Bangkok, Thailand<br />

Ten Cate Geosynthetics pte ltd Singapore<br />

Ten Cate Geosynthetics Italia sri Lazzata, Italy<br />

Ten Cate Geosynthetics (UK) ltd Telford, United Kingdom<br />

Ten Cate Geosynthetics sl Madrid, Spain<br />

Ten Cate Geosynthetics Schweiz AG Zurich, Switzerland<br />

Ten Cate Deutschland GmbH Dietzenbach, Germany<br />

Ten Cate Geosynthetics Polska Spzoo Krakow, Poland<br />

Ten Cate Geosynthetics CZ sro Prague, Czech Republic<br />

Sales offices<br />

Ten Cate Thiolon bv Nijverdal (NL)<br />

Ten Cate Thiolon North America inc Dayton, Tennessee, USA<br />

Artificial grass fibres<br />

Ten Cate Thiobac bv Nijverdal (NL)<br />

Backing for artificial grass and carpets


TECHNICAL COMPONENTS<br />

Ten Cate Enbi International bv Beek (NL)<br />

Ten Cate Enbi GmbH Opladen, Germany<br />

Ten Cate Enbi Kft Rétság, Hungary<br />

Ten Cate Enbi inc Shellbyville, Indiana, USA<br />

Ten Cate Enbi pte ltd Singapore<br />

Ten Cate Enbi Zhuhai co ltd Zhuhai, China<br />

Technical rollers and components for printers, copiers, fax machines,<br />

postal sorting machines, automated teller machines, insulation and<br />

heating systems<br />

Business Key sl Barcelona, Spain<br />

Trading in components for fluid systems for agriculture, horticulture,<br />

industry and construction<br />

OTHERS<br />

Ten Cate Assurantiën bv Almelo (NL)<br />

Insurance<br />

The operating companies listed here are consolidated in the financial statements, with the exception<br />

of the companies shown as non-consolidated. Some interests of minor relevance to the overall<br />

picture have been omitted from the list, in accordance with article 379, paragraph 3, Book 2 of the<br />

Netherlands Civil Code. The companies are wholly owned, unless otherwise stated.<br />

Ten Cate Nederland bv Almelo (NL)<br />

Royal Ten Cate USA inc Atlanta, Georgia, USA<br />

Ten Cate UK ltd London, United Kingdom<br />

Ten Cate France S.A.S. Paris, France<br />

Ten Cate Deutschland GmbH Opladen, Germany<br />

Royal Ten Cate Pacific ltd Hong Kong, China<br />

Royal Ten Cate China Holding ltd<br />

Country holding companies<br />

Hong Kong, China<br />

NON-CONSOLIDATED COMPANIES<br />

DIS Enbi Seals Ireland ltd (20%) Portlaoise, Ireland<br />

Seals<br />

GreenFields bv (20%) Kampen (NL)<br />

Marketing organisation for artificial grass<br />

Landscape Solutions bv (20%) Goirle (NL)<br />

Artificial grass for landscaping<br />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>


COLOPHON<br />

Text<br />

Royal Ten Cate<br />

Translation<br />

VVH business translations, Utrecht (NL)<br />

Concept and realisation<br />

C&F <strong>Report</strong> Amsterdam B.V.<br />

Photography<br />

Picture <strong>Report</strong>, Amsterdam<br />

Getty Images<br />

Royal Ten Cate<br />

Arjan Reef<br />

Pete Sajic<br />

Number of copies printed<br />

2,500<br />

Operating companies, associated companies and other interests


Royal Ten Cate<br />

Egbert Gorterstraat 3<br />

7607 GB Almelo<br />

The Netherlands<br />

P.O. Box 58<br />

7600 GD Almelo<br />

The Netherlands<br />

Telephone +31 (0)546 544 911<br />

Fax +31 (0)546 814 145<br />

royal@tencate.com<br />

www.tencate.com

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