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Annual Report 2005<br />

<strong>Value</strong> <strong>added</strong>.


AFG Arbonia-Forster-Holding AG:<br />

a leading integrated supplier to the<br />

construction industry<br />

AFG Arbonia-Forster-Holding AG, based in<br />

Arbon (Canton Thurgau), Switzerland, is a lead-<br />

ing integrated supplier to the construction<br />

industry. The company is listed on SWX Swiss<br />

Exchange, and comprises four divisions –<br />

Heating Technology and Sanitary Equipment,<br />

Kitchens and Refrigeration, Steel Technology,<br />

and Windows and Doors – with production fa-<br />

cilities in Switzerland, Germany, and the Czech<br />

Republic. The company operates in more than<br />

80 countries worldwide via around 30 of its<br />

own distribution companies and representatives<br />

and partners.<br />

AFG Arbonia-Forster-Holding AG has built<br />

strong market positions in its home markets,<br />

Switzerland and Germany, through its Arbonia,<br />

Kermi, Prolux, Forster, Piatti, EgoKiefer and<br />

(since 2005) Miele Kitchens brands. It is also<br />

engaged in intensive ongoing efforts to enter<br />

and build new markets, primarily in eastern<br />

Europe, Russia, and the Middle and Far East.<br />

In 2005, AFG Arbonia-Forster-Holding AG<br />

employed approximately 5,000 people, and<br />

recorded sales of CHF 1,123.6 million and<br />

earnings before interest and tax (EBIT) of<br />

CHF 72.8 million.<br />

Sales growth in 2005<br />

+9.5%<br />

New national markets thanks to acquisition<br />

of Miele Kitchens<br />

+50<br />

AFG share price in 2005<br />

+90.7%


Windows and Doors<br />

19.4 %<br />

Steel Technology<br />

12.9 %<br />

Kitchens and<br />

Refrigeration<br />

21.0 %<br />

Key figures and information for investors<br />

Key figures 2005 1) 2004 1) 2003 2) 2002 2)<br />

in CHF million<br />

Net sales 1123.6 1026.6 687.6 686.4<br />

EBITDA 117.9 127.4 92.3 98.3<br />

in % of net sales 10.5% 12.4% 13.4% 14.3%<br />

EBIT 72.8 67.9 34.6 47.9<br />

in % of net sales 6.5% 6.6% 5.0% 7.0%<br />

Group profit 51.5 49.5 20.3 17.8<br />

in % of net sales 4.6% 4.8% 3.0% 2.6%<br />

Total assets 978.0 922.4 689.2 697.4<br />

Equity capital 316.7 279.2 287.1 270.6<br />

in % of total assets 32.4% 30.3% 41.7% 38.8%<br />

Net indebtedness 247.2 244.6 71.4 93.0<br />

Cash flow from operating activities 83.8 30.9 74.4 79.5<br />

Investment 81.1 194.2 37.4 29.8<br />

Headcount (full-time equivalent) 4803 4608 3382 3378<br />

Net sales 2005 3) EBIT 2005 3)<br />

Information for investors 2005 1) 2004 1) 2003 2) 2002 2)<br />

Price of bearer share in CHF on Dec 31 347 182 154 75<br />

Stock market capitalization, bearer shares, in CHF m 4) 437.2 229.3 194.0 94.5<br />

Group profit per bearer share in CHF 29.40 28.24 10.99 9.61<br />

Price/earnings per ratio bearer share in CHF 4) 12.12 6.62 14.01 7.80<br />

Gross dividend per bearer share in CHF 7.00 7.00 2.80 0.00 5)<br />

1) Data from 2004 onwards = IFRS<br />

2) Data up to 2003 = Swiss GAAP FER<br />

Heating Technology<br />

and Sanitary<br />

Equipment<br />

46.7 %<br />

3) Consolidated Divisions – without Corporate Services<br />

4) Calculated on the basis of the price of December 31<br />

Windows and Doors<br />

26.6 %<br />

Steel Technology<br />

14.7 %<br />

Kitchens and<br />

Refrigeration<br />

12.1%<br />

5) In 2002 a par value repayment of CHF 2.80 was made instead of paying a dividend<br />

Heating Technology<br />

and Sanitary<br />

Equipment<br />

46.6 %


in CHF m Net sales 1), 2) in CHF m Cash flow from operating activities<br />

in Mio. CHF Nettoumsätze<br />

1), 2)<br />

and investment 1), 2) in Mio. CHF Nettoumsätze in Mio. CHF 1), 2)<br />

Entwicklung Cash Flow und Investitionen 1), 2) in Mio. CHF Nettoumsätze in Mio. CHF 1), 2)<br />

Entwicklung Cash Flow und Investitionen 1), 2) in Mio. CHF Nettoumsätze in Mio. CHF 1), 2)<br />

Entwicklung Cash Flow und Investitionen 1), 2) in Mio. CHF 1), 2)<br />

Entwicklung Cash Flow und Investitionen<br />

1200 200<br />

1080<br />

960<br />

840<br />

720 720 720<br />

600<br />

480 480 480 80<br />

360 60<br />

240 240 240 40<br />

120 20<br />

in CHF m EBIT and group profit 1), 2) in Mio. CHF 1), 2)<br />

1), 2)<br />

1), 2)<br />

Entwicklung Entwicklung EBIT und Konzerngewinn Average number of employees<br />

100 100 100 5000<br />

90 90 4500<br />

80 80 4000<br />

70 70 3500<br />

60 60 3000<br />

50 50 2500<br />

40 40 2000<br />

30 30 1500<br />

20 20 1000<br />

10 10 500<br />

EBIT Net profit<br />

Cash flow from operating activities Investments<br />

∅-Personalbestand ∅-Personalbestand ∅-Personalbestand ∅-Personalbestand<br />

in CHF m Net indebtedness 1), 2) in Mio. CHF Nettoverschuldung Share price in 2005<br />

1), 2) in Mio. CHF Nettoverschuldung Kursentwicklung 2005<br />

1), 2) in Mio. CHF Nettoverschuldung Kursentwicklung 2005<br />

1), 2) in Mio. CHF Nettoverschuldung Kursentwicklung 2005<br />

1), 2) Kursentwicklung 2005<br />

100 100 100 400<br />

50<br />

50<br />

0 350<br />

–50<br />

–50<br />

100 100 100 300<br />

–150<br />

–200 250<br />

–250<br />

–300 200<br />

–350<br />

95 95 95 96<br />

97 98 98 99 00 01 01 02 02 03 04 05<br />

95 96 97 98 99 00 01 02 03 04 05<br />

95 96<br />

97 98 98 99 00 01 01 02 02 03 04 05<br />

180<br />

160<br />

140<br />

120<br />

100<br />

95 96 97 98 99 00 01 02 02 02 03 04 05<br />

95 96<br />

97 98 99 00 01 02 03 03 03 04 05 05 05<br />

J F M A M J J A S O N D<br />

AFG Arbonia-Forster-Group in CHF SPI


Content<br />

Report Section 3<br />

Financial Section 67<br />

3 Group<br />

3 Milestones 2005<br />

5 Report of the Board of Directors<br />

9 Message of the Chairman of the Board of Directors<br />

13 Organisation<br />

14 AFG Facilities<br />

16 The acquisition of Miele Kitchens<br />

20 Financial Report<br />

22 AFG Brands and Products<br />

24 Divisions<br />

24 Heating Technology and Sanitary Equipment<br />

30 Kitchens and Refrigeration<br />

36 Steel Technology<br />

42 Windows and Doors<br />

48 Corporate Center<br />

52 Environment and Safety<br />

55 Corporate Governance<br />

68 Consolidated Income Statements AFG Arbonia-Forster-Group<br />

111 Report of the group auditors<br />

112 Income Statements AFG Arbonia-Forster-Holding AG<br />

117 Report of the statutory auditors<br />

118 Supplementary Information for Investors<br />

119 History<br />

120 AFG Companies and Adresses<br />

123 Important Dates, Contact


Milestones 2005<br />

Finger on the pulse of the markets<br />

2 3<br />

January — 17–22 January: Forster Profile Systems’ new-look exhibition stand and the inno-<br />

vative Forster fuego light TEGO system developed in collaboration with Dorma receive a<br />

great reception at Bau in Munich, the most important building trade fair in the German-spea-<br />

king world. — 25–29 January: The two kitchen companies Forster and Piatti appear together<br />

for the first time at Switzerland’s most important building trade fair, Swissbau in Basel, and<br />

win a bronze Xaver Award for their attractive exhibition stand design. Windows and doors<br />

manufacturer EgoKiefer also presents a new stand to great public acclaim, underscoring its<br />

technology leadership. — 27 January: The Board of Directors approves Forster Profilsysteme’s<br />

proposal to invest in a heat insulated window and door system, launching a new generation<br />

of profile technology.<br />

March — 15–19 March: At the ISH 2005 in Frankfurt, the world’s biggest bathroom, buil-<br />

ding, energy and air-conditioning technology fair, AFG’s Heating Technology and Sanitary<br />

Equipment Division presents highlights from the Kermi heating technology, Kermi sanitary<br />

and Arbonia product ranges. The new Bagnotherm and Credo II bathroom radiator lines and<br />

the Toca and Toca XP shower stall ranges receive the red dot design award 2005 from the<br />

renowned Design Zentrum Nordrhein Westfalen in Germany.<br />

April — 22 April: At the AGM, AFG shareholders approve a dividend of CHF 7.00 per bearer<br />

share. This payment, more than double the CHF 2.80 distributed the year before, reflects a<br />

sharp gain in the group’s profitability.<br />

September — 1 September: AFG takes over the manufacture and sale of global brand Miele<br />

Kitchens from German company Miele & Cie. KG in Gütersloh. AFG continues operating<br />

Miele’s state-of-the-art kitchen production facilities in Warendorf (North Rhine-Westphalia,<br />

Germany), which employ around 300 people. The acquisition of Miele’s kitchen capacities<br />

makes AFG one of the biggest kitchen manufacturers in Europe. — 16 September: EgoKiefer<br />

AG commissions its new high-tech processing center in Villeneuve (Canton Vaud). Not only<br />

does this move significantly expand capacities and enable more flexible production, but it<br />

underscores the company’s commitment to French-speaking Switzerland.


Milestones 2005<br />

October — 3 October: Forster’s joinery works in Arbon (Canton Thurgau) is integrated with<br />

Piatti’s joinery facility in Dietlikon (Canton Zurich). All staff are kept on within the Kitchens<br />

and Refrigeration Division. — 26 October: The SAP R/3 implementation project in Arbon<br />

(Canton Thurgau) kicks off. The goal of the project is to deliver an integrated IT solution for<br />

the Kitchens and Refrigeration and Steel Technology divisions.<br />

November — 7–11 November: Forster Profilsysteme presents its new heat insulated window<br />

and door system at the French-speaking world’s most important building trade fair, Bâtimat<br />

in Paris, under the Forster unico brand.<br />

December — 2 December: A new subsidiary, AFG Kitchen International Ltd., is founded to<br />

acquire and hold interests in kitchen distribution companies in Switzerland and abroad.<br />

— 12 December: AFG Kitchen International Ltd. founds its first subsidiary and distribution<br />

company, AFG Küchenstudio BeLux GmbH in Strassen (Luxembourg), to buy and sell kitchen<br />

furniture and accessories. — 12 December: AFG invests in the construction of an expanded<br />

transportation center for its two logistics companies, Asta AG and Spedition Gächter AG. The<br />

new center is due to be up and running by mid-2006.


Report of the Board of Directors<br />

Dear Shareholders<br />

4 5<br />

After extraordinary acquisition-driven growth the previous year, 2005 was a period of con-<br />

solidation and reinforcement of our reputation at a high level. Sluggish construction activity<br />

in key markets, signs of which became apparent early in the year under review, slowed busi-<br />

ness, especially in Heating Technology and Sanitary Equipment, our largest division. Despite<br />

the considerable effort and expense required to integrate the previous year’s acquisitions and<br />

restructure and integrate the kitchens business, the group managed to increase sales almost<br />

10 percent. However, profit growth was not quite on this scale owing to sharp rises in pur-<br />

chasing costs and margin pressure. Even so, AFG Arbonia-Forster-Holding AG managed to<br />

maintain organic growth above the market average in all segments, and gain further market<br />

share.<br />

The year under review was also the first time the group derived the full benefit of<br />

its new, cost-efficient and long-term financing strategy, for which the foundations had been<br />

laid the previous year. It was thus possible to increase group profits by around 4 percent to<br />

CHF 51.5 million, despite a significant rise in the cost of materials. This has prompted the<br />

Board of Directors to move that this year’s Annual General Meeting approve a dividend of<br />

CHF 7.00 on bearer shares and CHF 1.40 on registered shares, unchanged from last year.<br />

Innovation makes all the difference<br />

With the exception of the Heating Technology and Sanitary Equipment Division, which suffered<br />

the effects of stagnant building and fitting activity in Germany, all divisions developed<br />

in line with the high expectations. AFG’s Arbonia-Forster-Holding AG dual strategy involves<br />

focusing on the traditional activities and products of a construction industry supplier. At the<br />

same time, it has defined its fields of business in such a way as to ensure that fluctuations<br />

(especially economic swings) are balanced out among divisions with different cycles. This<br />

strategy paid off in 2005. It also became clear that in weak or saturated markets it is the<br />

ability to innovate that makes the crucial competitive difference. Unavoidable personnel<br />

adjustments and innovative products played a key role in compensating for a decline in sales<br />

and earnings in the Heating Technology and Sanitary Equipment Division.<br />

The ability to develop innovative products, coupled with strict cost management,<br />

also contributed to the success of all the other divisions. In this way Steel Technology was able<br />

to continue with successful moves to shift its focus from low-margin products to higher<strong>added</strong>-value<br />

applications of its knowledge of materials and processing. It continues to<br />

concentrate its efforts on the automobile industry, an attractive growth market and of Forster<br />

precision steel tubing.<br />

A growing market combined with innovative products developed and successfully<br />

commercialised by EgoKiefer AG (Windows and Doors Division) in recent years enabled this<br />

division to record the best results in its history. EgoKiefer AG was also able to further grow<br />

market share. However, the very competitive environment meant that in some cases margins<br />

came under pressure. Demand for EgoKiefer products had already exceeded available


Report of the Board of Directors<br />

capacities the previous year, prompting the Board of Directors and management to expand<br />

the windows production facility in Villeneuve (Canton Vaud) during the year under review.<br />

Growing demand also necessitated an additional production facility for doors in Altstätten<br />

(Canton St. Gallen) in 2005. The construction of these new facilities was completed in fall<br />

2005, and the additional capacities are already well utilised.<br />

Miele Kitchens: a milestone in the development of AFG<br />

A real breakthrough which resonated throughout the group was the acquisition in fall 2005<br />

of Miele’s kitchen manufacturing capacities. This move rounds off the Kitchens and Refrig-<br />

eration Division’s range with the addition of a world-renowned premium brand. Of strategic<br />

importance for the group is the worldwide distribution network that AFG Arbonia-Forster-<br />

Holding AG acquired along with the Miele Kitchens facility in Warendorf (North Rhine-West-<br />

phalia), Germany. Not only is it suitable as a sales network for AFG’s kitchen and refrigeration<br />

products, but it is a valuable global marketing instrument in the context of the group’s<br />

increasingly important efforts to expand internationally.<br />

The Board of Directors (from left to right):<br />

Dr. Arthur Loepfe, Dr. Edgar Oehler, Dr. Ernst Buob,<br />

Andreas Gühring, Dr. Ulrich Flückiger


Changes in finance and reporting<br />

6 7<br />

Apart from the acquisition of Miele Kitchens on 1 September 2005, by our new subsidiary<br />

Warendorfer Küchen GmbH, 2005 was the first time that all acquisitions from the previous<br />

accounting period were consolidated for the full financial year. At the same time the group<br />

moved over to International Financial Reporting Standards (IFRS). This change, which has<br />

involved a considerable amount of effort and investment, is designed in part to meet the<br />

requirements for listing on the main board of SWX Swiss Exchange. Much more than this,<br />

however, it is an acknowledgement of the increasingly international character of AFG Arbonia-<br />

Forster-Holding AG. Companies wishing to be attractive to international investors as well as<br />

customers must meet IFRS requirements. This was the key consideration behind the Board of<br />

Directors’ decision to undertake the complex and costly switch to IFRS financial reporting.<br />

Otherwise the changeover to IFRS has not had a significant impact on either the income statement<br />

or the balance sheet for 2005. Thanks to IFRS we are now comparable with competitors<br />

and related companies internationally.


Report of the Board of Directors<br />

Confident for the current year<br />

The Board of Directors again anticipates organic growth of 8 to 10 percent for the current<br />

financial year, provided the current market environment is not drastically affected by unfore-<br />

seen events. Given the sustained competitive pressure, which in some cases is likely to<br />

increase, the great challenge will be to increase profitability in line with growth in volumes.<br />

The necessary steps have been taken at all levels to create the basis for doing so. For this<br />

reason the Board of Directors is confident of meeting the sales and earnings targets that have<br />

been set.<br />

We would like to thank our shareholders for the trust they have placed in us and<br />

AFG Arbonia-Forster-Holding AG over the last twelve months. Thanks also go to our custom-<br />

ers for their loyalty, and to our staff for their hard work and dedication to AFG. It was only<br />

through the collaborative efforts of all concerned that we were able to achieve these results<br />

during the year under review.<br />

The Board of Directors of AFG Arbonia-Forster Holding AG


Seeking new shores<br />

Message of the Chairman of the Board of Directors<br />

For the third time in a row since I took responsibility for AFG Arbonia-Forster-Holding AG<br />

I can report on a successful financial year. In 2005 we made further progress in developing<br />

the group in line with our strategy, coming a major step closer to our goal of being a “one<br />

building, one stop provider” among the classic construction industry suppliers.<br />

One of the cornerstones of this strategy is the complementary nature of our product<br />

range. Quality, the ability to innovate and proximity to the market are also part of this strategy.<br />

AFG’s products have always stood out in terms of quality and innovation. And in the last three<br />

years we have given high priority to more effective coverage of existing markets and the penetra-<br />

tion of new ones. In the current international environment, even high-quality, innovative products<br />

cannot sell themselves.<br />

On the importance of brands and labels<br />

Branding plays an increasingly important role in the internationalisation of our business.<br />

Creating a product personality can be a decisive factor in gaining access to certain distribu-<br />

tion channels or getting a good price for our products. Only products with a high degree of<br />

credibility in terms of their quality and origins in the broadest sense have a chance of suc-<br />

ceeding in the market without their price being eroded too seriously.<br />

Seen from this perspective, the acquisition of both Bruno Piatti AG and EgoKiefer AG<br />

did a great deal to establish AFG’s Arbonia-Forster-Holding AG image in the market as a supplier<br />

of quality products. But in 2005 we were also able to seize a unique opportunity with the acqui-<br />

sition of Miele Kitchens. Miele as a company is one of the leading international household equip-<br />

ment brands, and has an outstanding image in terms of quality and innovation. The addition of<br />

Miele Kitchens to the Kitchens and Refrigeration Division has considerably boosted the reputation<br />

of AFG as a whole, reinforcing the market’s perception of the quality of AFG’s product portfolio.<br />

Miele Kitchens will be manufactured by our new subsidiary Warendorfer Küchen GmbH, and<br />

marketed worldwide.<br />

In taking over Miele Kitchens we not only acquired a brand, but gained access to a<br />

global distribution network of enormous importance. We now have a firm foothold in around 50<br />

markets via distribution channels and, in some cases, actual points of sale. This marks an important<br />

– and given that it happened within one year, a unique – step forward in our efforts to internationalise<br />

our business.<br />

8


Message of the Chairman of the Board of Directors<br />

Internationalisation: a necessary move with great potential<br />

Around 90 million people live in our home markets, Switzerland and Germany. In 2005 we<br />

continued to generate around 80 percent of our sales in these two main markets. Their role<br />

as a solid foundation for growth is therefore not in dispute. They continue to represent great<br />

opportunities, but at the same time they show how vulnerable we are. So far we have gener-<br />

ated a mere 20 percent of our sales in other important growth markets which are home to<br />

billions of people: the new EU member states, Russia, the Middle and Far East, North and<br />

South America, Oceania, and northern and southern Africa. We will and must make sustained<br />

efforts to expand and grow our business outside our two home markets. And we have excel-<br />

lent opportunities to do so. The chief motivating factor is surely the enormous market poten-<br />

tial awaiting us in these markets of the future. If we make further acquisitions, in Switzerland<br />

and Germany we will ultimately reach the antitrust limits with certain product groups. This is<br />

not a risk we will face in any other market in the foreseeable future.<br />

This means that the international expansion of our business is crucial from a strategic<br />

point of view, and a key factor in the future of our company. Despite sales of over a billion francs,<br />

in global terms we are still a small player. We have only two alternatives in an environment of<br />

ongoing consolidation on the international markets: either we are swallowed up by a large com-<br />

petitor, or we ourselves become one of those major players. I have always made our intentions<br />

clear: while independence is not a virtue in itself, it is a challenge for anyone with an entrepre-<br />

neurial frame of mind. For this reason we will play an active and independent role in the consoli-<br />

dation and development of the markets – and not as the subsidiary of a much larger company.<br />

Without expanding AFG Arbonia-Forster-Holding AG internationally, however, we<br />

cannot reach this goal. We are under no illusions: our international plans involve a great deal<br />

of hard work. We have to create a proper foundation in personnel and organisational terms,<br />

which means we will have to invest in human resources. There will be massive investment,<br />

particularly in reinforcing sales and distribution, to enable us to successfully exploit the po-<br />

tential of the international markets.<br />

Foundation laid and first steps taken<br />

For some time already we have had branches in some of the eastern European markets that<br />

are most interesting for us. In the last two years we have also gained a foothold in a number<br />

of fascinating growth markets by setting up initial bases in Shanghai, Beijing and Dubai. We<br />

are closely watching developments in the United States, which could also potentially be a very<br />

attractive market for us. In the past, AFG Arbonia-Forster-Holding AG has taken the time to<br />

find the right solution. We have now set our course. To work in foreign markets we need<br />

highly qualified, committed and reliable staff and partners. They must have the ability to<br />

operate in different cultures and markets, show enthusiasm for our products, and display the<br />

pioneering spirit which is absolutely necessary to conquer new markets.


10 11<br />

Finding these people is the greatest challenge we will face in building our busi-<br />

ness outside our two home markets of Switzerland and Germany. Given the importance of<br />

this international expansion for AFG, we have decided to reinforce the Board of Directors<br />

accordingly, and at the next Annual General Meeting will be proposing Paul Witschi for<br />

election as a new member. Over several decades he has been very successful in building up<br />

the Geberit Group’s international operations, and he will be able to give us valuable support<br />

as we develop our foreign business further.<br />

It will not be easy to handle major international acquisitions ourselves. For this<br />

reason, our first priority in pursuing development outside our home markets will be to grow<br />

under our own steam and concentrate on appropriate strategic partnerships.<br />

This means that in the years to come, organic growth will be even more important<br />

than it has been so far. This type of growth takes more time, but it is less risky. In the future we<br />

will continue to gain market share through outstanding performance rather than by trying to buy<br />

market share – which we cannot do in any case. So far we have succeeded with this approach,<br />

even last year when the market environment was in some cases very tough. I am convinced that<br />

we will be able to continue doing so in future.<br />

In the last two financial years, 2004 and 2005, we have substantially strengthened<br />

our market position by means of major acquisitions. We have also addressed weaknesses in<br />

kitchens and heating technology, created clearer management structures, introduced compatible<br />

IT systems across the group, and implemented broad-based and cost-efficient financing measures.<br />

Against this backdrop, and with renewed growth in sales and earnings last year despite the weak<br />

German business, AFG Arbonia-Forster-Holding AG is well equipped to tackle the challenges of<br />

the future, and in particular international expansion. There is still plenty to decide and to be done<br />

to ensure that the group and its staff at all levels are working together in pursuit of this strategy.<br />

Among other things this includes integrating all companies, internal and external communication,<br />

common marketing and a common identity, and exploiting synergy wherever possible. As<br />

far as we can predict these things, the economic environment will work in our favour, especially<br />

now that the outlook is looking brighter in the important German market. Eastern Europe and<br />

the Middle and Far East still appear to be growing, albeit slightly less rapidly.<br />

We have good reason to look to the future with confidence – a future that will tend<br />

to be marked by steady, sustained growth rather than great leaps. Anyone who has followed our<br />

progress over the last few years will know that we are always good for a pleasant surprise. That<br />

will continue to be the case in future.


Message of the Chairman of the Board of Directors<br />

Outlook for 2006<br />

The 2006 financial year has got off to a good start. There is much to suggest that the mood<br />

of investors and consumers is improving. Figures for the first months of the year are encour-<br />

aging. Among other things we have embarked on new activities abroad, founded our own<br />

distribution companies in a number of important countries, opened our own showrooms,<br />

hired new staff, and initiated various marketing measures. We have also decided on moves<br />

to harmonise the marketing and identity of our different divisions and business units. Added<br />

to this, in 2006 we will substantially reinforce our organisation at the group and top manage-<br />

ment level.<br />

I would like to express my warmest personal thanks to you, the shareholders, for your<br />

interest in AFG Arbonia-Forster-Holding AG, your loyalty, and the trust you have placed in the<br />

company’s management. I would also like to cordially thank all our staff, a dedicated team span-<br />

ning national boundaries. Warm thanks also go to our customers all over the world, whose needs<br />

and requirements spur us on to ever greater achievement.<br />

Dr. Edgar Oehler<br />

Chairman of the Board of Directors and CEO


AFG Arbonia-Forster-Holding AG<br />

Dr. Edgar Oehler*, Chairman and CEO<br />

Corporate Center Human Resources, Communications, Legal, Real Estate,<br />

Strategic Purchasing, Project Management, Transport and Logistics<br />

Dr. Stefan Holenstein<br />

Heating Technology<br />

and Sanitary<br />

Equipment<br />

Knut Bartsch*<br />

Arbonia<br />

Kermi<br />

Prolux<br />

Kitchens and<br />

Refrigeration<br />

N.N.<br />

Forster<br />

Miele Kitchens<br />

Piatti<br />

Forster Kitchens<br />

Daniel Gobbo<br />

Forster Refrigeration<br />

Daniel Gobbo<br />

Miele Kitchens<br />

Kerstin Loeser<br />

Herbert Rosenzweig<br />

Dr. Uwe Steinmeyer<br />

Piatti Kitchens<br />

Organisation<br />

Organisational structure<br />

Bruno Bernhardsgrütter<br />

Steel Technology<br />

Dr. Christian Mayer<br />

Gabriele De Nardi<br />

Forster<br />

Windows and Doors<br />

Thomas Gerosa*<br />

EgoKiefer<br />

Finance, Controlling<br />

and Reporting<br />

Felix Bodmer*<br />

Information<br />

Technology<br />

* Members of Group<br />

Management<br />

Group Management (from left to right):<br />

12 13<br />

Dr. Stefan Holenstein, Felix Bodmer, Dr. Edgar Oehler,<br />

Thomas Gerosa, Knut Bartsch


Europe<br />

Austria<br />

Baltic states<br />

Belgium<br />

Bosnia and Herzegovina<br />

Bulgaria<br />

Byelorussia<br />

Croatia<br />

Cyprus<br />

Czech Republic<br />

Denmark<br />

Germany<br />

Finland<br />

France<br />

Georgia<br />

Great Britain<br />

Greece<br />

Hungary<br />

Ireland<br />

Island<br />

Italy<br />

Luxemburg<br />

Malta<br />

Moldavia<br />

Netherlands<br />

Norway<br />

Poland<br />

Portugal<br />

Principality of<br />

Liechtenstein<br />

Romania<br />

Russia<br />

Serbia and Montenegro<br />

Sweden<br />

Switzerland<br />

Slovakia<br />

Slovenia<br />

Spain<br />

Turkey<br />

Ukraine<br />

Distribution facilities worldwide, production facilities in Europe<br />

America<br />

Chile<br />

Guadeloupe<br />

Canada<br />

Mexico<br />

USA<br />

Africa<br />

Egypt<br />

South Africa<br />

Far and Middle East<br />

Armenia<br />

Bahrain<br />

Dubai<br />

Iran<br />

Israel<br />

Jordan<br />

Kazakhstan<br />

Kuwait<br />

Lebanon<br />

Qatar<br />

Saudi Arabia<br />

Syria<br />

United Arab Emirates<br />

Far East<br />

China<br />

Hong Kong<br />

Japan<br />

Korea<br />

Mongolia<br />

Singapore<br />

Taiwan<br />

Oceania<br />

Australia<br />

New Zealand<br />

Plattling (Bavaria), Germany<br />

Arbonia, Kermi, Prolux,<br />

1600 employees<br />

Dietlikon ZH, Switzerland<br />

Piatti, 350 employees<br />

Villeneuve VD,<br />

Switzerland<br />

EgoKiefer, 100 employees


Arbon TG, Switzerland<br />

(Romanshornerstrasse and Zelgstrasse)<br />

Forster Profiles, Forster Refrigeration,<br />

300 employees<br />

Arbon TG, Switzerland<br />

(Egnacherstrasse and Industriestrasse)<br />

Arbonia, Kermi, Prolux, Forster Kitchens,<br />

Forster Steel Technology, Asta, Gächter,<br />

800 employees<br />

Altstätten SG, Switzerland<br />

EgoKiefer AG, 900 employees<br />

Riesa (Sachsen), Germany<br />

Arbonia, Kermi, Prolux,<br />

300 employees<br />

Strˇíbro, Czech Republic<br />

Arbonia, Kermi, Prolux,<br />

900 employees<br />

14 15<br />

Warendorf (North Rhine Westphalia), Germany<br />

Miele Kitchen, 300 employees


F12 program in high-gloss synthetic<br />

material, color 470 (gloss white) with<br />

strip handles (top).<br />

Precise manufacture of panels in gloss<br />

synthetic material. A blue protective<br />

film is applied to the surface of the<br />

high-quality synthetic panel (bottom).<br />

The acquisition of Miele Kitchens<br />

16 17<br />

“Quality, streamlined design and an array<br />

of impressive functional advantages.”<br />

“For many years my passion has been designing individual kitchens.<br />

I have created an ideal working environment for myself in an old electricity works.<br />

I can rely on the consistently high quality of service and partnership from the<br />

people at Warendorfer Küchen GmbH.”<br />

Olaf Gatzke (42), “Expert in dream kitchens” (Germany), www.miele-gatzke.de


The acquisition of Miele Kitchens<br />

Entering the premium segment and<br />

a broader international market<br />

On 1 September 2005, AFG Arbonia-Forster-Holding AG acquired the Miele Kitchens production and<br />

distribution business from Miele & Cie. KG, a German company based in Gütersloh. The unit, based in<br />

Warendorf in the German Westphalia region, manufactures high-end, design-oriented kitchens,<br />

which are marketed under the brand “Miele Die Küche” (in German-speaking countries). The acquisition<br />

of Miele Kitchens gives the Kitchens and Refrigeration Division access to the top end of the<br />

kitchen manufacturing market, and enables AFG Arbonia-Forster-Holding AG to embark on a key<br />

strategic process of internationalisation. Miele Kitchens generates annual sales of around EUR 33 million,<br />

around 60 % of which comes from outside the German market.<br />

With AFG Arbonia-Forster-Holding AG’s takeover of Miele Kitchens on 1 September<br />

2005, a unit of secondary importance for the Miele Group has advanced to become one of<br />

AFG Arbonia-Forster-Holding AG’s core businesses. Following the acquisition, the kitchen<br />

manufacturing unit was spun off from the Miele Group and integrated into AFG Arbonia-<br />

Forster-Holding AG as part of its Kitchens and Refrigeration Division. All 268 employees were<br />

kept on.<br />

Warendorfer Küchen GmbH manufactures premium segment kitchen fittings featuring<br />

high-quality materials, exclusive design and outstanding ease of use. Miele Kitchens<br />

and the “Miele Die Küche” brand (used in German-speaking countries) ideally complement<br />

the group’s existing kitchen range marketed under the Forster and Piatti brands. The acquisition<br />

of Miele Kitchens marks another important step towards AFG Arbonia-Forster-Holding<br />

AG’s goal of becoming a leading international supplier of kitchens to the building trade, able<br />

to offer a comprehensive range of products and services under the “one building – one stop”<br />

banner.<br />

The acquisition gives the division specific know-how in the industrial manufacture<br />

of high-quality kitchens and access to production capacities that, depending on the order<br />

situation, can in future also be used for the manufacture of Forster and Piatti kitchens.<br />

Strong in Europe<br />

Miele Kitchens’ largest single market is Germany, which accounts for almost 40 % of sales.<br />

More than 60 % of the unit’s production is exported to countries outside Germany. Its core<br />

markets are the UK, Portugal, Spain, Austria, Greece, and the Benelux countries. Since the<br />

acquisition by AFG Arbonia-Forster-Holding AG, the development of Warendorfer Küchen<br />

GmbH’s sales has been stable. While sales in Germany have declined slightly reflecting a weak<br />

market, export sales have increased, thanks in particular to wholesale business. Membership<br />

of the AFG Arbonia-Forster-Group, whose Kitchens and Refrigeration Division is already one<br />

of the leading manufacturers of kitchens in Europe, will have a positive impact on Miele<br />

Kitchens sales.


Successful debut at the A30-Küchenmeile<br />

18 1<br />

In September 2005, AFG Arbonia-Forster-Holding AG joined forces with Miele Kitchens to<br />

present their new offerings at A30-Küchenmeile, a marketing initiative organised by German<br />

kitchen manufacturers to showcase their products and services. New products with high-gloss<br />

finishes and new models in wood and synthetics were very well received by trade partners.<br />

Warendorfer Küchen GmbH has now joined the A30-Küchenmeile alliance.<br />

Outlook: New distribution channels for new products<br />

In the short financial year from 1 September to 31 December 2005, the foundation was laid<br />

to serve customers directly in markets such as Germany, Austria, the Benelux states, France<br />

and Japan in 2006. Wherever appropriate in light of specific national or regional circum-<br />

stances, in the future Miele Kitchens will continue to be marketed in cooperation with local<br />

Miele distribution companies. In 2006, Miele Kitchens will enter two new markets. A new<br />

representative office will be set up in Dubai, and the first point of sale for Miele Kitchens will<br />

be opened in Switzerland in the new AFG kitchen center in Chur (Canton Graubunden).<br />

The trendsetting Eurocucina industry fair in Milan in April 2006 will see the pre-<br />

sentation of more innovations underscoring Miele Kitchens as a premium brand in tandem<br />

with AFG Arbonia-Forster-Holding AG’s proven kitchen range.


Financial Report<br />

First financial statements under IFRS in 2005<br />

With the 2005 financial statements, AFG Arbonia-Forster-Holding AG has reported for the first time<br />

in accordance with International Financial Reporting Standards (IFRS). While the transition had only a<br />

marginal influence on 2005 results, it had a significant impact on the results of the previous year that<br />

was characterised by acquisitions.<br />

In the 2005 financial year, AFG Arbonia-Forster-Holding AG (AFG) saw net revenues<br />

grow by 9.4% to CHF 1,123.6 million (from CHF 1,026.6 million the previous year). Adjusted for<br />

acquisitions, organic growth came to 2.7%, with the AFG Group gaining market share in all segments<br />

despite predominantly sluggish construction activity.<br />

When comparing the income statement for the year under review with the previous<br />

year’s, it should be remembered that this was the first time EgoKiefer AG and Bruno Piatti AG were<br />

consolidated within AFG for the full twelve months (in 2004 they were consolidated for only eight<br />

and eleven months respectively). Warendorfer Küchen GmbH was consolidated with effect on the<br />

date of its takeover, 1 September 2005. The previous year’s figures were also adjusted with regard to<br />

the first-time adoption of IFRS.<br />

Lower depreciation and optimised financing structure<br />

In 2005, the cost of materials increased from 42.6% to 46.6% of net revenues on increases in the<br />

price of raw materials such as steel, aluminum and crude oil. Particularly in Germany, growth in vol-<br />

umes was not sufficient for growing contribution margins to offset the increased cost of materials.<br />

This was reflected in EBITDA, which at CHF 117.9 million fell short of the previous year’s record CHF<br />

127.4 million. The fact that EBIT nevertheless came in higher than the previous year at CHF 72.8 mil-<br />

lion versus CHF 67.9 million is due to much lower depreciation. There was a decline in amortisation<br />

on intangible assets resulting from the purchase price allocation on the first-time consolidation. And<br />

at the same time, depreciation on companies acquired in 2004 was lower.<br />

The difference in financial income in 2005 is primarily due to the release of negative<br />

goodwill from the acquisition of Bruno Piatti AG booked in 2004. The situation with regard to finan-<br />

cial expenses improved thanks to new long-term external financing measures (a bond issue and a<br />

USPP) completed in 2004. The development of income tax expenses was also gratifying last financial<br />

year. Although it was not possible to deduct major loss carryforwards, the effective tax rate declined<br />

to 18.0% from 18.6% the previous year. This enabled AFG Arbonia-Forster-Holding AG to again im-<br />

prove its results, with an increase of corporate profit to CHF 51.5 million (from CHF 49.5 million the<br />

previous year).<br />

Continuity in balance sheet and cash flow statement<br />

There was little change in the 2005 group balance sheet by comparison with the previous year. A<br />

year-on-year increase in total assets to CHF 978.0 million from CHF 922.4 million was due almost<br />

entirely to the acquisition of Miele Kitchens. This takeover was also one of the factors behind an<br />

increase in goodwill. Despite the addition of Miele Kitchens and the higher average price of steel and<br />

other raw materials, there was a substantial reduction (especially in volume terms) in inventories.


20 21<br />

The consolidated cash flow statement for the 2005 financial year shows a CHF 9.4<br />

million decline in liquid funds versus an increase of CHF +25.3 million the previous year. This<br />

was due to the price paid to acquire Miele Kitchens, which was financed entirely with inter-<br />

nally generated funds, and to the fact that pension fund premiums for the Arbon-based<br />

companies had to be paid twice in 2005 owing to a contractual change.<br />

Transition to IFRS has no major impact on corporate profit<br />

The 2005 financial statements are the first time AFG Arbonia-Forster-Holding AG has reported in<br />

accordance with International Financial Reporting Standards (IFRS). The group financial statements<br />

contain detailed notes and comments on the reconciliations necessary to restate the 2004 accounts<br />

under IFRS. While the move to IFRS had no substantial impact on 2005 results, there are one-time<br />

effects for 2004 because of the acquisitions that took place that year. However, these cancel each<br />

other out more or less completely at the corporate profit level.<br />

Balance sheet reconciliations at 1 January 2004 and 31 December 2004, include the<br />

following changes: The acquisition of EgoKiefer AG resulted in goodwill of CHF 33.2 million. Because<br />

of purchase price allocations for the companies acquired in 2004, a net CHF 24.2 million in intangible<br />

assets was identified. A valuation of the market value of the land and buildings used for operational<br />

purposes (including the companies acquired in 2004) by external assessors led to a net adjustment of<br />

CHF –31.5 million at 31 December 2004. These changes to the balance sheet do not have a significant<br />

influence on the consolidated income statements for 2005 and subsequent years, with higher amortisation<br />

from intangible assets offset by lower depreciation on buildings used for operational purposes.<br />

As things stand at the moment, there is no impairment of goodwill necessary.<br />

Outlook<br />

Following successful efforts to secure long-term funding in 2004 and the transition to IFRS in<br />

2005, from a financial point of view the current year will be shaped by ongoing optimisation<br />

efforts, particularly in terms of the group’s (reporting) processes, organisation, systems, current<br />

assets and expenses. In light of changes in the law that will take effect on 1 July 2007,<br />

AFG will set up an adequate risk management system and expand its internal control<br />

system.


Portfolio<br />

Heating Technology and Sanitary Equipment Kitchens and Refrigeration<br />

Brands<br />

Products<br />

Radiators Radiators<br />

Markets<br />

34 countries<br />

Shower stalls<br />

Surface heating<br />

Steel service center<br />

including Switzerland and the Principality of Liechtenstein<br />

Materials<br />

Steel Steel<br />

Comments<br />

Glass<br />

Aluminum<br />

Synthetics<br />

Radiators Steel kitchens<br />

Steel fittings<br />

Switzerland<br />

Principality of Liechtenstein<br />

Italy<br />

Steel Steel<br />

Stainless steel<br />

Radiators and shower screens in more than 2000 RAL colors More than 2000 RAL/<br />

Production sites<br />

CH-Arbon<br />

DE-Plattling<br />

DE-Riesa<br />

CZ-Strˇíbro<br />

Headcount<br />

CH-Arbon<br />

DE-Plattling<br />

DE-Riesa<br />

CZ-Strˇíbro<br />

AFG Brands and Products<br />

CH-Arbon<br />

DE-Plattling<br />

DE-Riesa<br />

CZ-Strˇíbro<br />

2619 886<br />

NCS colors<br />

Built-in refrigerators<br />

Switzerland<br />

Principality of Liechtenstein<br />

Germany<br />

Steel<br />

Synthetics<br />

Aluminum<br />

More than 2000 RAL/<br />

NCS colors,<br />

only specialist OEM<br />

for Swiss norm<br />

CH-Arbon CH-Arbon<br />

One building, one stop: AFG Arbonia-Forster-Holding AG’s winning strategy<br />

AFG Arbonia-Forster-Holding AG is a leading integrated supplier to the construction industry,<br />

specialising in segments that reward outstanding innovation and responsiveness with robust<br />

margins and exceptional long-term growth potential. The group manufactures complemen-<br />

tary products and systems in four divisions – Heating Technology and Sanitary Equipment,<br />

Kitchens and Refrigeration, Windows and Doors, and Steel Technology – which are offered


Kitchens Kitchens<br />

50 countries<br />

including Switzerland and the<br />

Principality of Liechtenstein<br />

Syntetics<br />

Stainless steel<br />

Veneer<br />

Four Coating systems<br />

More than 2000 RAL/NCS<br />

colors, lower units<br />

in 18 different heights<br />

Wall units<br />

Switzerland<br />

Principality of Liechtenstein<br />

Real wood<br />

Synthetic resin<br />

Laminate<br />

More than 2000<br />

RAL/NCS colors<br />

Steel Technology Windows and Doors<br />

Precision steel tubing Profile systems for:<br />

18 countries<br />

including Switzerland and the<br />

Principality of Liechtenstein<br />

Steel Steel<br />

Brilliant surfaces<br />

(Ra max. 0.2 µm);<br />

manufactured to tolerances<br />

of ± 0.02 mm<br />

Windows, Doors and Facades<br />

44 countries<br />

including Switzerland and the<br />

Principality of Liechtenstein<br />

Stainless steel<br />

Certified for fire and smoke<br />

protection purposes in more<br />

than 20 countries<br />

Windows<br />

Doors<br />

Switzerland<br />

22 23<br />

Principality of Liechtenstein<br />

Synthetics<br />

Steel<br />

Wood<br />

Aluminum<br />

Heat insulating glass for energy<br />

savings of more than 70%.<br />

Manufactures and delivers<br />

1300 windows a day<br />

DE-Warendorf CH-Dietlikon CH-Arbon CH-Arbon CH-Altstätten<br />

315 871<br />

CH-Villeneuve<br />

as an integrated range in line with its strategy of “one building, one stop.” Using its home<br />

markets in Switzerland and Germany as a base, AFG Arbonia-Forster-Holding AG is striving<br />

to expand internationally into promising markets. To ensure customers high quality through-<br />

out, the group is vertically integrated, with in-house capacities right along the value chain<br />

from R&D and production to sales and marketing.


Kermi shower stall, Toca model<br />

(top left).<br />

Arbonia heated towel rack, Bagno-<br />

therm BTV model (top right).<br />

Pioneering radiator manufacturing<br />

technology is a prerequisite for<br />

progress and success, in tandem<br />

with the highest possible degree of<br />

rationalization and efficiency,<br />

consistently high levels of quality,<br />

and state-of-the-art production<br />

lines. Here you see the production<br />

line for Karotherm bathroom<br />

radiators at the Arbon (Canton<br />

Thurgau) facility (bottom).<br />

Heating Technology and Sanitary Equipment Division<br />

“The word ‘impossible’ isn’t really<br />

in our vocabulary.”<br />

“We’re a large heating specialist, and are well known for our ability to deliver<br />

appropriate heating solutions for even the most exceptional needs.<br />

Arbonia is just the right partner for us, in terms of both the variety of its range<br />

and its flexibility.”<br />

Andreas Müller (34), CEO of Alois Müller GmbH, Memmingen (Germany),<br />

www.heizungsbau-mueller.com<br />

24 25


Heating Technology and Sanitary Equipment Division<br />

Division consolidates market position in Europe<br />

Through its Heating Technology and Sanitary Equipment Division, AFG Arbonia-Forster-Holding AG is one of Europe’s<br />

leading providers of radiators, surface heating systems and shower stalls. The division offers a comprehensive range of<br />

products in the heating and shower screen segments under the Arbonia, Kermi and Prolux brands. The division’s production<br />

facilities are located in Germany, Switzerland and the Czech Republic. In addition to its home markets, Germany and<br />

Switzerland, the division is also present in France, the UK, Austria, Poland and the Czech Republic via sales and distribution<br />

companies. Representative offices were opened in the promising Chinese and central Asian markets in the year 2005. The<br />

pillars of the division’s philosophy are systematic orientation to the needs of customers and the market, and constant<br />

development of the product portfolio through innovation.<br />

With few exceptions, the Heating Technology and Sanitary Equipment Division’s markets<br />

were lackluster in 2005. Even so, the division successfully maintained its position in the Euro-<br />

pean market to turn in an operating profit (EBIT) of CHF 35.7 million.<br />

Thanks to significant investment aimed at strengthening its innovation leadership<br />

and boosting productivity and flexibility, the division is fully equipped to meet rising demand<br />

and further consolidate its market position. In light of declining sales and further efforts to<br />

increase efficiency, the workforce was reduced from 2,711 to 2,619 during the year under<br />

review.<br />

The Heating Technology and Sanitary Equipment Division was able to maintain or<br />

strengthen its position in most markets in 2005. The generally difficult economic environ-<br />

ment, and in particular the persistent weakness of the European residential construction<br />

business, depressed demand and slowed sales – although this weaker demand was in part<br />

the market’s response to price hikes necessitated by increases in steel, energy and transporta-<br />

tion costs.<br />

Divergent market developments<br />

While the division profited from healthy residential construction activity in Switzerland, its<br />

most important market, Germany – and in particular the German construction industry – was<br />

affected by an unfavorable economic and political framework and very subdued capital and<br />

consumer spending. Added to this, 2005 no longer saw the investment in residential con-<br />

struction witnessed in 2004 in anticipation of a reduction in the German homeowner’s tax<br />

deduction. A similar preemptive effect also had a negative impact on business in Poland:<br />

alongside generally slow building activity, developments there were influenced by an increase<br />

in value-<strong>added</strong> tax on building materials implemented during 2004, which prompted many<br />

people to bring forward their investment plans.<br />

Declines in the German and Polish markets were offset to some extent by intensive<br />

efforts to make the division’s business more international. For example, there were positive<br />

developments in sales in Russia and other former Soviet states. In this region the division has<br />

been quick to introduce distribution strategies geared to long-term success (which include<br />

the involvement of strong local trading partners), which in combination with a portfolio of


26 27<br />

market-oriented products have resulted in gratifying market penetration and growing brand<br />

awareness. More intense marketing efforts have also had a positive impact on business in<br />

France and Italy.<br />

Further milestones are the division’s entry into the Hungarian and Romanian mar-<br />

kets, assuring it a foothold in two young, emerging economies. In China the central govern-<br />

ment is currently introducing more stringent financing requirements in an effort to prevent<br />

the construction sector from overheating. This has significantly slowed growth in residential<br />

construction, which has also had an impact on the division’s business there. The division has<br />

further expanded its sales organisation in China to enable it to participate in the future<br />

growth of this market.<br />

Innovations from the<br />

division in in 2005 met<br />

with gratifying and<br />

widespread approval.<br />

Innovation a major source of impetus<br />

Regardless of swings in the economy, AFG Arbonia-Forster-Holding AG is systematically<br />

geared to the needs and requirements of its customers. Innovations introduced by the Heat-<br />

ing Technology and Sanitary Equipment Division in 2005 met with gratifying and widespread<br />

approval. In particular, the patented principle underlying the new Therm X2 flat radiator,<br />

which saves energy while at the same time offering greater comfort, illustrates the division’s<br />

ability to spot market opportunities early on and exploit them capably and expertly.<br />

In surface heating, the division took its full-range strategy a step further by enter-<br />

ing the wall heating and surface cooling segments. And last year the Heating Technology and<br />

Sanitary Equipment Division once again demonstrated its design expertise in impressive fash-<br />

ion: Its new Bagnotherm and Credo II bathroom radiator lines and its Toca and Toca XP<br />

shower stall ranges were not only praised in the highest terms by customers, but also received<br />

the red dot design award 2005 from the renowned Design Zentrum Nordrhein-Westfalen<br />

(Sachsen) in one of the biggest design competitions in the world. In<br />

2005, the division underscored its innovation leadership in shower stalls<br />

with KermiEXTRA, a concept that sets a milestone in terms of individu-<br />

alised shower design by enabling solutions that even the most flexible<br />

standard range cannot achieve (for example spacious walk-in showers).<br />

The trade gave these innovations a very positive reception. The division’s<br />

prestigious stand at the ISH (the international trade fair for bathroom,<br />

building, energy and air-conditioning technology) in Frankfurt was an<br />

impressive reminder of the outstanding market position of the Arbonia and Kermi brands,<br />

and attracted above-average numbers of visitors.<br />

The division also received very gratifying feedback from a survey of tradespeople<br />

on shower screens conducted by trade magazine markt intern. Kermi was given top marks<br />

for product mix, product quality, handling of complaints, supply of replacement parts and<br />

assembly technology/ease of assembly. This put Kermi at the top of the overall rankings once<br />

again.


Investment at all facilities<br />

Efforts to globalise<br />

and boost efficiency are<br />

pillars of the division’s<br />

growth strategy.<br />

Heating Technology and Sanitary Equipment Division<br />

Last financial year the Heating Technology and Sanitary Equipment Division again invested in<br />

all its facilities in an effort to further boost productivity, flexibility and quality. Worthy of spe-<br />

cial mention is the launch of new facilities in Riesa, Germany, for manufacturing convector<br />

heaters. The flexibility and efficiency of these new facilities have helped strengthen one of the<br />

division’s classic competitive advantages by enabling further reductions in delivery times. At<br />

the Arbon facility, the division commissioned new wet coating equip-<br />

ment which extends the range of colors, particularly for small batches,<br />

and enables specific customer requirements to be met to even shorter<br />

delivery deadlines. In Plattling, the division invested in manufacturing<br />

equipment to rationalise the production of flat radiators and shower<br />

stalls. After production at the Str ˇíbro works in the Czech Republic was<br />

expanded in 2004, during the year under review the focus was on optimising<br />

quality and productivity. The final phase of the implementation<br />

of the SAP R/3 system at the Arbon (Canton Thurgau) and Riesa facilities was completed successfully.<br />

The new software system ensures that all the division’s facilities are now optimally<br />

networked. The resulting gains in flexibility and transparency have already had a positive<br />

impact on an operational level.<br />

Outlook: Consolidated market position and further international expansion<br />

The division anticipates a tough operating environment for the current year as well. In Germany,<br />

for example, the new federal government is planning to significantly increase the<br />

burden on private individuals and corporations, and the construction industry will continue<br />

to feel the effects of the complete abolition of the homeowner’s tax deduction.<br />

In Switzerland, the division’s second home market, the current figures for residential<br />

planning permission indicate a positive trend for 2006. Residential construction activity is<br />

forecast to stabilise at a high level in the medium term.<br />

The environment will remain very challenging in 2006, and the division will continue<br />

to respond with an absolute commitment to the needs of its customers and the market.<br />

A good international reputation and the brand equity of Arbonia, Kermi and Prolux are the<br />

basis of strong customer relationships which enable the division to act as a reliable partner to<br />

wholesalers, architects, planners and tradespeople. In 2006, these qualities will again be<br />

rounded off by consistent top quality and a broad service offering.<br />

The Heating Technology and Sanitary Equipment Division intends to use its strong<br />

position in its home markets as a basis for pursuing its strategy of globalisation further in<br />

2006. It will do so through intense efforts to expand country-specific product portfolios,<br />

especially for shower screens, and by penetrating new markets. At the same time the division<br />

will consolidate its position in its home markets by building its innovation and design expertise<br />

further, and optimising cost structures and production processes.


in CHF million<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

Heating Technology and Sanitary Equipment: key figures<br />

Net sales<br />

EBITDA<br />

EBIT<br />

35.7<br />

43.0<br />

EBIT in % of net sales<br />

6.7 %<br />

57.7<br />

8.0 %<br />

Headcount (full-time equivalent)<br />

68.8<br />

261<br />

2711<br />

530.<br />

540.7<br />

28 2<br />

The bathroom: an oasis of wellbeing — The bathroom is increasingly one of the most<br />

important living spaces in the home. What was once a utilitarian place for washing<br />

has become an oasis of wellbeing – a place to retreat, relax and regenerate from the<br />

stress of everyday life. And this means expectations are higher too. People want<br />

beautifully designed bathrooms which function perfectly, and are prepared to invest<br />

accordingly. This development is opening up new opportunities for the Heating Tech-<br />

nology and Sanitary Equipment Division and its portfolio of outstanding designer<br />

radiators and high-end shower stalls. And all the more so given that each of its brands,<br />

Arbonia, Kermi and Prolux, is clearly positioned in this segment and offers a range of<br />

products systematically geared to the new bathroom trend – a fact underscored by<br />

numerous contemporary awards and design prizes.


Piatti kitchen, Trend model<br />

(top left).<br />

Forster kitchen, Color Line 2 model<br />

(top right).<br />

Delivering 75 kitchens and 350<br />

refrigerators a day requires a high<br />

degree of expertise at every<br />

stage of production, right up to<br />

final assembly. Here you see<br />

the fully automated process for<br />

producing panels to customer<br />

specifications (bottom).<br />

Kitchens and Refrigeration Division<br />

“Swiss made: a quality benchmark<br />

in kitchen building.”<br />

“Forster Kitchens: What I like most is their clear design language and a way of<br />

using of high-quality steel that is unique anywhere in the world. Forster Kitchens<br />

stand out in terms of toughness, ease of use, hygiene and extreme durability.<br />

They’re timeless classics for tenants and property owners.“<br />

Reto Visini (42), Proprietor, Anne-Marie Fischer + Reto Visini Architects,<br />

Zurich (Switzerland), www.fischer-visini.ch<br />

“Piatti Kitchens: For me the key deciding factors are quality, professional advice<br />

and flexibility. This is why the Swiss quality brand Piatti has been our choice for years.<br />

Piatti Kitchens guarantee satisfied tenants and many years of use.”<br />

Othmar Räbsamen (42), CEO, ASIG building cooperative, Zurich (Switzerland),<br />

www.bgasig.ch<br />

30 31


Integration of Forster and Piatti bears fruit<br />

The Kitchens and Refrigeration Division of AFG Arbonia-Forster-Holding AG, with its Forster and Piatti brands, is by far the<br />

biggest manufacturer and supplier of kitchens in Switzerland, while the Miele Kitchens brand is represented in more than<br />

50 countries. Its extraordinarily broad selection of products ranges from low-cost models to exclusive, state-of-the-art<br />

kitchens in stainless steel or high-gloss finishes, marketed both to the building trade and direct to household consumers.<br />

Its two independent brands Forster and Piatti are clearly positioned in the market, and have great future potential. The<br />

division is also managing to exploit synergies at all levels. A dense distribution network guarantees close proximity to cus-<br />

tomers throughout Switzerland. Forster Refrigeration is the only manufacturer in Switzerland to develop and produce<br />

high-quality built-in refrigerators in different sizes. Most of its customers are distribution partners and consumers in Swit-<br />

zerland.<br />

Kitchens and Refrigeration Division<br />

In the 2005 financial year, the Kitchens and Refrigeration Division extended its position as the<br />

leading kitchen manufacturer in Switzerland. The acquisition of Miele Kitchens as of 1 Sep-<br />

tember 2005 gave AFG Arbonia-Forster-Holding AG access to the premium segment of the<br />

world market. Including Miele Kitchens from 1 September 2005, sales grew an impressive<br />

16.5 % to CHF 238.8 million. Organic growth came to 5.2 %. The division’s EBIT was up<br />

108.9 % to CHF 9.3 million during the year under review. The headcount grew to 886 including<br />

268 people from Miele Kitchens. Adjusted for the acquisition, the headcount declined by 14 to<br />

592 employees as a result of efficiency gains at Piatti.<br />

The acquisition of Miele Kitchens, whose products (labeled “Miele Die Küche” in<br />

German-speaking countries) are manufactured by Warendorfer Küchen GmbH in Warendorf,<br />

Westfalen (Germany), was the most important milestone in the strategic development of the<br />

Kitchens and Refrigeration Division during the 2005 financial year. Since the takeover did not<br />

take effect until 1 September 2005, the impact of the integration on the year under review<br />

was fairly limited. The report below therefore refers to the performance of the division without<br />

Miele Kitchens.<br />

Integration of Forster and Piatti bears fruit<br />

The program to integrate Forster Küchen- & Kühltechnik AG, Arbon (Canton Thurgau), with<br />

Bruno Piatti AG, Dietlikon (Canton Zurich), released considerable synergies in 2005, and underscored<br />

the division’s market potential. Both companies saw a sharp increase in sales, consolidating<br />

AFG Arbonia-Forster-Holding AG’s market leadership. With a market share of<br />

around 20 %, the company is by far the largest manufacturer and supplier of kitchens in<br />

Switzerland. Progress on the earnings side was also largely due to the successful integration<br />

of the two brands under the “Chef de Cuisine” banner. As part of the successful ISO<br />

9001:2000 recertification, all operational processes were reviewed in detail. Various measures<br />

were taken that resulted in a reduced error rate, an optimised cost structure, and, in<br />

turn, increased competitiveness. The restructuring was more or less completed during 2005.


Positive market environment<br />

32 33<br />

The market is still highly fragmented, and during the year under review was again dominated<br />

by a large number of providers with small market shares and overcapacities, coupled with<br />

growing imports. Related to this was another increase in margin pressure and more intense<br />

price competition. However, the fundamentals on the demand side stimulated investment in<br />

the residential sector, with interest rates low, institutional investors eager to invest, and resi-<br />

dential vacancy rates low in the major Swiss urban centers. Forster and Piatti kitchens drew<br />

considerable benefit from this positive environment. Also conducive to success were the divi-<br />

sion’s concerted efforts to maintain customer proximity, the consistently high quality of its<br />

advice and service, and its ability to anticipate customer needs and implement innovations<br />

rapidly. Piatti illustrated this with the launch of its handleless kitchen, new models in the<br />

popular colors sand, wenge and rosewood, and the integration of multimedia applications.<br />

In the year under review Piatti, acquired in 2004, recorded the highest volume of new orders<br />

in the firm’s 58-year history, and the company grew twice as quickly as the market in 2005.<br />

A strategic adjustment undertaken in 2004 at Forster (involving a return to the wholesale<br />

market) had a positive impact.<br />

With a market share<br />

of around 20 %,<br />

AFG Arbonia-Forster-<br />

Holding AG is by far the<br />

largest manufacturer<br />

and supplier of kitchens<br />

in Switzerland.<br />

Distribution network even more efficient<br />

One particular area of focus in 2005 was to optimise the existing dense distribution network<br />

and make its coverage even more complete. Forster, which specialises in steel kitchens, closed<br />

gaps in the network of seven kitchen centers and five regional representatives in western and<br />

northwest Switzerland and the Valais. Partnerships with new specialist<br />

dealers were forged in Fiesch (Canton Valais), Lugano (Canton Ticino)<br />

and Urdorf (Canton Zurich). Distribution via “Badewelten,” the collec-<br />

tive brand of Swiss sanitary installation companies, was made more pro-<br />

fessional, which stimulated sales of utility room fittings. In 2005, Piatti<br />

came even closer to its customers, and with eight branches and 80<br />

retailers has excellent coverage of the whole of Switzerland. On aver-<br />

age, there is a Piatti showroom twenty minutes away by car from any-<br />

where in the country. A strong domestic market position and know-how<br />

built up over decades will continue to serve as the basis for penetrating<br />

selected export markets in the future. With modern production facilities<br />

and outstanding “made in Switzerland” product and service quality, the<br />

Forster and Piatti brands are ideally placed to be successfully marketed<br />

on an international basis. Cooperation with Miele Kitchens, a brand that is firmly established<br />

and distributed internationally, will open up additional opportunities.


With “made in Switzerland”<br />

product and service<br />

quality, the Forster and<br />

Piatti brands are ideally<br />

placed to be successfully<br />

marketed on an<br />

international basis.<br />

Kitchens and Refrigeration Division<br />

Forster Refrigeration a strong, innovative presence in the market<br />

Thanks to its concentration on the Swiss market for built-in appliances, Forster Refrigeration<br />

saw a slight increase in sales. Its market share for appliances that meet the Swiss SMS instal-<br />

lation standard is over 60 %. One real hit has turned out to be the innovative niche product<br />

Capovino, the first world’s first built-in wine cooler with two different variable temperature<br />

zones for red and white wine. The market received this world first with enthusiasm.<br />

Outlook: Market potential intact, outlook encouraging<br />

Following the successful completion of the restructuring and a strategic reorientation, the<br />

stage is set for the Kitchens and Refrigeration Division to increase profitability. Added to this,<br />

lively new construction and renovation activity is opening up further<br />

growth potential. Forster and Piatti are well equipped to tap into this<br />

potential, and will strive for further growth in market share. To this end,<br />

in spring 2006 the Kitchens and Refrigeration Division is opening a new<br />

kitchen center in Chur (Canton Graubunden), incorporating the three<br />

brands Forster, Miele Kitchens and Piatti under one roof, which will serve<br />

as a platform for more intensive marketing in the promising region of<br />

Southeast Switzerland. Added to this, the division will fill the last re-<br />

maining gaps in its network of regional representatives in Switzerland.<br />

Although the market for built-in refrigerators is showing no clear signs<br />

of growth, the Refrigeration unit anticipates an increase in sales thanks<br />

to its leading position in the Swiss market for built-in fridges and Forster’s<br />

innovative strength. Here selected niche products, distributed on both the domestic and<br />

export markets, should play an even more significant role going forward.<br />

The kitchen becomes a place to live and enjoy — In recent years, the kitchen has evolved<br />

into a true living space. Building clients increasingly expect high-quality materials and a<br />

level of design in keeping with the rest of the living area. Despite a high degree of price<br />

awareness, people are willing to invest more in the kitchen as an area to live in and enjoy.<br />

In parallel with this, demand for expert, creative planning and comprehensive customer<br />

service is growing. People are also becoming increasingly brand aware. With its clearly<br />

defined Forster, Miele Kitchens and Piatti brands, AFG Arbonia-Forster-Holding AG will<br />

derive long-term benefit from this trend. As regular market research shows, consumers<br />

perceive these as three attractive, high-quality brands.


in CHF million Kitchens and Refrigeration: key figures<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

1)<br />

2)<br />

1)<br />

2)<br />

1)<br />

2)<br />

1)<br />

2)<br />

1)<br />

2)<br />

Net sales<br />

EBITDA<br />

EBIT<br />

4.5<br />

.3<br />

1 .4<br />

17.4<br />

EBIT in % of net sales<br />

3. %<br />

2.2 %<br />

Headcount (full-time equivalent)<br />

886<br />

635<br />

1) incl. Warendorfer Küchen GmbH since 1 September 2005<br />

2) incl. Bruno Piatti AG since 1 February 2004<br />

205.1<br />

238.8<br />

34 35


Precision steel tubing, 25 x 1.2 mm<br />

(top left).<br />

Forster thermfix vario facade system<br />

in stainless steel (top right).<br />

The steel band is cut to the required<br />

breadth and prepared for dispatch to<br />

the tube welding line (bottom).<br />

Steel Technology Division<br />

“Customer satisfaction is a key<br />

component of our corporate culture.”<br />

“Consistently high quality and the ability to deliver to deadline have made Forster<br />

an outstanding supplier and unique partner for the last thirty years.”<br />

Ernst Hauser (53), Head of Purchasing, USM U. Schärer Söhne AG, Modular Furniture,<br />

Münsingen (Switzerland), www.usm.com<br />

36 37


Steel Technology Division<br />

Upgrades across the board<br />

The Steel Technology Division operates in two businesses: precision steel tubing, and profile systems. All products are<br />

manufactured at highly efficient facilities in Arbon (Canton Thurgau), and European countries outside Switzerland account<br />

for the lion’s share of sales. The Forster Precision Steel Tubing unit specialises in customer-specific solutions for sectors<br />

such as heating technology, furniture and shopfitting, automobiles, construction, and mechanical engineering. The Forster<br />

Profile Systems unit supplies the construction industry with a range of profile systems for windows, doors and facades as<br />

well as for security applications such as fire, smoke, burglar and bullet proofing in steel and stainless steel. Both units are<br />

geared to sustained, organic growth and increased profit contribution.<br />

In 2005 the Steel Technology Division, comprising the Precision Steel Tubing and Profile Sys-<br />

tems units, saw sales increase 13.4 % to CHF 147.0 million in a hard-fought market, demon-<br />

strating that the strategic focus on high-end systems and customer solutions is paying off. A<br />

slight decline in margins and lower sales of commodity-type products, and one-time charges<br />

for a switch to higher-margin products led to a reduction in earnings (EBIT) from CHF 12.9<br />

million to CHF 11.3 million year on year. The market was responded very positively to the<br />

decision to offer customer-specific value creation processes as part of the range of services,<br />

which has opened up interesting opportunities for profitable growth. The division’s head-<br />

count increased to 315 in the year under review.<br />

The impressive growth in sales revenues on slightly lower volumes was largely due<br />

to higher steel prices and concentration on higher-value-<strong>added</strong> market segments. Driven by<br />

supply bottlenecks, steel prices reached a high at the beginning of 2005, although prices<br />

declined somewhat in the course of the year as the supply situation returned to normal. As<br />

the situation eased, there was an improvement in inventory availability in the steel industry,<br />

leading to much more intense price competition.<br />

Focus on higher-value-<strong>added</strong> products<br />

In this environment, the division’s strategic reweighting of its product portfolio became all the<br />

more important. For example, it was increasingly able to market higher-value-<strong>added</strong> products<br />

for the automobile industry as opposed to simple radiator tubes. During the course of the<br />

year the division abandoned the manufacture of products which, from the customer’s point<br />

of view, no longer require Forster’s high quality standards and can just as easily be produced<br />

by competitors in low-wage countries. With the exception of a few specialty products, Forster<br />

also ceased manufacturing standard tubes to DIN 2395. Although the upgrade in production<br />

was not enough to fully offset the decline in volumes, it does create the basis for lasting<br />

improvements in performance.<br />

Production costs were further reduced through a series of rationalisation projects,<br />

and there were substantial productivity gains in drawing, fixed-length and systems manufac-<br />

turing in particular. In addition to this, the division enhanced its fixed length tubing and truing<br />

capabilities to lay the technical foundation for a number of automotive product innova-<br />

tions.


38 3<br />

Projects aimed at making production more flexible – primarily by reducing set-up<br />

times at the welding facility – progressed on schedule. The SAP implementation has been<br />

launched successfully, and will result in a clear improvement in the transparency and quality<br />

of process-related information, and enable customer inquiries to be dealt with even more<br />

quickly.<br />

Alongside the development of new products to build AFG Arbonia-Forster-Holding<br />

AG’s position as an integrated supplier to the construction industry, the division is also work-<br />

ing closely with customers to integrate additional procedures and value-adding processes into<br />

the value chain. Examples include processes for polishing stainless steel window and door<br />

profiles, and stamping and pressing processes for finishing tube components for shutters, to<br />

name but a few. Here synergies with purchasing, production and distribution logistics are<br />

being fully exploited.<br />

Forster Precision Steel<br />

Tubing seeks growth<br />

primarily in the European<br />

automotive sector,<br />

by far the largest market<br />

for high-end precision<br />

steel tubing.<br />

Precision steel tubing for the automotive industry<br />

When it comes to precision steel tubing, Forster’s traditional strength has been tubes for<br />

furniture and shopfitting (trade name WBKV) that are ready for finishing (in most cases<br />

chrome plating). Forster is looking primarily to the European automotive sector, by far the<br />

largest market for high-end precision steel tubing, as a source of substantial growth. To this<br />

end, in recent years the company has laid the necessary foundations through an upgrade to<br />

ISO TS 16949 certification, and technology and process audits from well<br />

known OEMs (original equipment manufacturers) and first-tier suppliers<br />

(direct suppliers to OEMs). The implementation of a computer aided<br />

quality assurance (CAQ) system acquired in 2004 was successfully completed<br />

by the end of 2005, and now all quality management functions<br />

from quality planning and risk management (failure modes and effects<br />

analysis or FMEA) to statistical quality controls and complaints handling<br />

are computer aided from start to finish. Efforts to grow the tubing business<br />

are based on a substitution strategy involving the replacement of<br />

expensive tubing applications with more cost-effective tubing solutions<br />

offering customers the same benefits. The most important of these is to<br />

substitute custom-rolled, welded tubes for cold-drawn tubing. Samples<br />

of a whole series of substitute products for steering, chassis and drive train systems have already<br />

been successfully produced, and some have been mass-produced and delivered.


Steel Technology Division<br />

In addition to this substitution strategy, in 2005 Forster modernised its tube draw-<br />

ing facilities to be able to manufacture tubes that cannot be substituted by welded tubing<br />

because of the dimensions, material characteristics or precision required. The focus is on<br />

drawn profiles and small, thick-walled tubes from conventional and high-hardness steels.<br />

Innovative profile systems<br />

In 2005, exports<br />

accounted for more<br />

than 70 % of Profile<br />

Systems sales.<br />

In 2005 the Forster unit saw a substantial increase in sales despite sluggish construction activ-<br />

ity in countries like Germany, the Netherlands, Belgium and Italy. Thanks to broad geograph-<br />

ic diversification, declining sales in some countries were more than offset by increases in<br />

other markets. International expansion into new markets also bore healthy fruit, with grow-<br />

ing demand in Russia, Poland and Slovenia in particular. In 2005, exports<br />

accounted for more than 70 % of Profile Systems sales. Numerous product<br />

innovations also helped boost sales. At Europe’s biggest building<br />

trade fairs, Bau in Munich and Bâtimat in Paris, Forster presented its<br />

unique T90/F90 fire protection system, and Forster fuego light TEGO, a<br />

system developed in collaboration with Dorma that allows the straightforward<br />

integration of access control, escape route surveillance and<br />

door automation. Both innovations met with a great response from the<br />

industry. Forster Profile Systems’ broad selection of products has been expanded by the addition<br />

of new concealed hinges, panic fittings and flush-fitting glass, giving architects and designers<br />

a whole new range of possibilities.<br />

During 2005 a development team came up with a completely new steel and stainless<br />

steel profile system for thermally insulated doors and windows called Forster unico. The<br />

system was extremely well received by a trade audience at the Bâtimat fair in Paris in November.<br />

New state-of-the-art production facilities were commissioned in March 2006, and first<br />

sales of the Forster unico system are scheduled for June 2006.<br />

The year under review also saw the implementation of new CE marking standards.<br />

In Switzerland, Forster acquired more than 400 fire protection licensees, and offered training<br />

in the new EN norms at its facilities. Altogether, more than 1,200 people attended the fire<br />

protection courses at Arbon (Canton Thurgau). Forster’s facade systems were inspected and<br />

approved in accordance the new EN norms.<br />

Outlook: Further growth in volumes and profitability<br />

The Steel Technology Division foresees growing demand for steel in 2006, resulting in a marginal<br />

firming in steel prices. The launch of new, innovative products in both the division’s units<br />

will more than make up for the anticipated decline in sales of commodity-type products, and<br />

should enable slight growth in volumes and increasing market shares in the high-end segment.


in CHF million Steel Technology: key figures<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

Net sales<br />

EBITDA<br />

EBIT<br />

11.3<br />

16.6<br />

12.<br />

17.8<br />

EBIT in % of net sales<br />

7.7 %<br />

12 .6<br />

10.0 %<br />

Headcount (full-time equivalent)<br />

315<br />

308<br />

147.0<br />

40 41<br />

Ongoing efforts to rationalise production should offset unavoidable increases in<br />

costs, especially energy costs, and give a sustained boost to the division’s performance. The<br />

Steel Technology Division sees particular growth potential in the automotive industry. Invest-<br />

ment in office furniture has also picked up again after a number of slack years, creating op-<br />

portunities for additional growth.<br />

The ability to penetrate new markets and consistently come up with a large number<br />

of innovative products forms the basis for continued growth in sales and earnings at the<br />

Profile Systems unit. Our product range meets growing safety requirements particularly ef-<br />

fectively.<br />

Trend to narrower profiles, better safety and security, and lower costs — Forster Profile<br />

Systems anticipates various trends that are emerging on the customer side. They in-<br />

clude demand for very narrow frames that help create bright, well insulated spaces<br />

by enabling a higher proportion of glass to be used in the construction of buildings.<br />

And the highest levels of fire and smoke protection and burglar and bullet proofing<br />

are an increasingly important consideration. The automobile industry will face even<br />

greater pressure to cut costs. One way of doing this is by substituting Forster’s custom-rolled,<br />

welded tubes for high-cost cold-drawn tubing. In 2005 a number of<br />

potential customers initiated sampling processes. Forster precision steel tubing is<br />

already proving to be a good alternative in terms of both price and quality.


Residential and office building on<br />

Kreuzplatz in Zurich, with EgoKiefer<br />

HA3 wood/aluminum sound insulated<br />

windows (top).<br />

EgoKiefer synthetic lift and slide<br />

doors are assembled at the Altstätten<br />

Ost production facility. There is a<br />

growing trend to large windows and<br />

french windows (bottom).<br />

Windows and Doors Division<br />

“Windows and doors give<br />

the façade a face.”<br />

“Manufacturing premium doors and windows is only one facet of EgoKiefer’s<br />

business. They are just as strong in terms of advising customers, assembly and<br />

fitting, and after-sales service. EgoKiefer helps us deliver high-quality windows<br />

and doors offering optimum value for money.”<br />

Daniel Rhyner (38), Team Manager at Karl Steiner AG, Total Services Contractor,<br />

Zurich (Switzerland), www.steiner.ch<br />

42 43


Windows and Doors Division<br />

Market leadership extended<br />

The Windows and Doors Division with its EgoKiefer brand is Switzerland’s leading provider of windows and doors. Ego-<br />

Kiefer develops, manufactures, markets and fits a wide variety of doors and windows made of synthetics, synthetics/alu-<br />

minum, and wood and wood/aluminum, plus doors for interior and exterior use. The division has two production facilities,<br />

in Altstätten (Canton St. Gallen) and Villeneuve (Canton Vaud). EgoKiefer windows and doors are innovative, modular<br />

system solutions that can be tailored to cover all customer requirements. EgoKiefer strives to built long-term partnerships<br />

with its customers and suppliers.<br />

In 2005, the Windows and Doors Division generated sales of CHF 220.6 million with around<br />

870 staff. This is a year-on-year increase of 5.5 % on a full-year comparison basis, and a new<br />

record in the history of the company. During the year under review, EgoKiefer AG once again<br />

grew market share in all sales regions, and extended its leadership in the Swiss windows and<br />

doors market. Operating profit (EBIT) came to CHF 20.5 million, resulting in a virtually unchanged<br />

EBIT margin of 9.3 %.<br />

In the year under review, EgoKiefer’s production facilities in Altstätten (Canton St.<br />

Gallen) and Villeneuve (Canton Vaud) manufactured more than 600,000 square meters of<br />

windows and more than 17,000 doors – year-on-year growth of 4 % for windows and 19 %<br />

for doors. This is the highest production figure in the history of EgoKiefer. Particularly notable<br />

was powerful growth in synthetic/aluminum windows (+75 %). But sales of HA3 wood/aluminum<br />

windows (+9 %), lift and slide doors (+30 %), and doors (+19 %) also developed very<br />

well indeed. During the year under review the Swiss windows and doors market benefited<br />

from strong construction activity. The volume of the windows and doors business grew only<br />

marginally, by around 2 to 3 %, versus 2004. Demand from new residential construction and<br />

renovation grew so positively that it more than made up for a decline in demand from the<br />

non-residential sector. EgoKiefer managed to tap into the healthy development of the economy<br />

to extend its leadership in the Swiss market.<br />

Expertise along the entire process chain<br />

The company was able to further reduce throughput and delivery times thanks to lean and<br />

automated production processes optimised on an ongoing basis. The implementation of a<br />

highly flexible estimate and order management system at branch offices, linked online to<br />

Ego-Kiefer headquarters in Altstätten (Canton St. Gallen), proved to be extraordinarily effective.<br />

Thanks to smart, just-in-time handling of production processes, EgoKiefer is able to<br />

manage and coordinate the production of 1,300 window units, the loading of more than 50<br />

trucks, and the delivery of 150 orders throughout Switzerland and its neighboring countries<br />

every day.


Production capacities expanded<br />

44 45<br />

The first phase of the extension of EgoKiefer’s production facility in Villeneuve (Canton Vaud)<br />

was completed on time in August 2005. The extension comprises a new 2,695 square-meter<br />

building with a state-of-the-art high-tech window processing center. A total of CHF 5.8 mil-<br />

lion has been invested in Phase 1. The new production capacities have resulted in further<br />

increases in volumes and greater flexibility allowing the rapid launch of new product innova-<br />

tions. Heavy demand has prompted EgoKiefer to shift the manufacture of synthetic entrance<br />

doors and lift and slide doors to a new location. The new, rented “Altstätten East” production<br />

facility, covering a total of 1,000 square meters, was commissioned in May 2005.<br />

EgoKiefer sets the trend<br />

EgoKiefer again<br />

extended its lead in<br />

Swiss windows and<br />

doors in 2005.<br />

In the year under review, EgoKiefer extended its technology leadership by once again bring-<br />

ing a whole range of attractive innovations to market. These included an optimised basic<br />

version of EgoKiefer’s exclusive insulating glass EgoVerre ® . Since June 2005, EgoKiefer has<br />

been delivering its window systems with enhanced heat insulation as standard – at no extra<br />

price. With around 2.7 million units sold, EgoVerre ® is one of the most successful insulating<br />

glass technologies in Switzerland. The new XL ® window system in wood/aluminum, with its<br />

visibly higher proportion of glass, opens up a whole new world of windows. The new system<br />

is EgoKiefer’s response to concrete customer demand for more light,<br />

warmth and visibility. The profile geometry has also been improved sig-<br />

nificantly through the use of innovative adhesives technology. The lean,<br />

streamlined design opens up new perspectives for construction planners<br />

designing facades. In May 2005, EgoKiefer became the first company in<br />

Switzerland to offer a synthetic/aluminum integrated solution for win-<br />

dows, lift and slide doors, and entrance doors. The solution opens up a<br />

huge number of options when it comes to designing dynamic, individual<br />

facades. The aesthetic quality of EgoKiefer’s new designer interior doors created a stir at the<br />

Swissbau 2005 building trade fair. Thanks to its extensive distribution network, EgoKiefer can<br />

offer its expertise and know-how, in areas ranging from pre-construction to fitting, throughout<br />

the whole of Switzerland.


Windows and Doors Division<br />

Outlook: Continued leadership through ideas<br />

Going forward, EgoKiefer will keep to its successful formula of leadership through ideas, in-<br />

vesting in expanding the company, its partner network and its range of services. In 2006<br />

(probably mid-year), EgoKiefer will launch its new XL ® synthetic window system, adding an<br />

attractive alternative material to the wood/aluminum version launched in the 2005 financial<br />

year. A customer-focused range of products, pan-Swiss market coverage, and outstanding<br />

service capabilities will keep EgoKiefer on the growth path in 2006, and enable it to further<br />

build on its market leadership. The company will strive for particularly strong growth in the<br />

doors business.<br />

EgoKiefer will keep to<br />

its formula of leadership<br />

through ideas.<br />

Construction remains healthy — Since 2000, construction has performed better that the<br />

Swiss economy as a whole. While gross domestic product (GDP) had only increased around<br />

2 % by 2004, investment in building construction had grown around 12 % over the same<br />

period. There was another slight increase in real investment in construction in 2005. This<br />

positive development was largely due to new residential construction:<br />

38,500 new residential units were built in 2005, almost 5% more<br />

than the previous year, and the highest figure since 1996. Statistics<br />

for the number of homes under construction and trends in planning<br />

permission point to stagnation or only a slight increase in residential<br />

construction activity in 2006. It pays to be cautious with regard to<br />

further developments: from 2007 and 2008 onward, market analysts forecast a decline in<br />

residential building and, by extension, in total construction activity.


in CHF million Windows and Doors: key figures<br />

2005<br />

2004<br />

2004<br />

2005<br />

2004<br />

2004<br />

2005<br />

2004<br />

2004<br />

2005<br />

2004<br />

2004<br />

2005<br />

2004<br />

2004<br />

1)<br />

2)<br />

1)<br />

2)<br />

1)<br />

2)<br />

1)<br />

2)<br />

1)<br />

2)<br />

Net sales<br />

EBITDA<br />

EBIT<br />

13.<br />

20.5<br />

1 .7<br />

26.6<br />

26.4<br />

26.7<br />

EBIT in % of net sales<br />

.3 %<br />

8.5 %<br />

Headcount (full-time equivalent)<br />

871<br />

84<br />

866<br />

.4%<br />

163.3<br />

20 .0<br />

220.6<br />

1) EgoKiefer has been integrated in AFG Arbonia-Forster-Group since 1 May 2004.<br />

2) 2004 pro/forma comparison for 12 months (under Swiss GAAP FER)<br />

46 47


Corporate Center<br />

In the service of success<br />

The Corporate Center delivers services which are not core competencies of AFG Arbonia-Forster-Holding AG, but which<br />

are crucial to the successful development of its business. Three of the Corporate Center’s most important areas of respon-<br />

sibility are human resources, information technology (IT), and transport and logistics.<br />

Human resources<br />

In 2005, the HR teams of the major AFG companies in Switzerland merged to form the AFG<br />

Arbonia-Forster-Holding AG Human Resources department. The new department’s role in-<br />

cludes personnel development: preparing employees to meet the requirements of the or-<br />

ganisation now and going forward. The basis of personnel development is the systematic<br />

identification of suitable managers and specialist staff, both inside and outside the company.<br />

Since 2005, this has been done by means of a cross-divisional staff appraisal system, peri-<br />

odic assessments of the status quo, and tests conducted as part of the recruitment process<br />

to assess a candidate’s personality and his or her behavior in everyday situations. The findings<br />

of these tests are then backed up with interviews or assessments. The next phase is to de-<br />

velop key competencies such as the ability to work in an international environment, and in-<br />

tercultural management and social skills.<br />

Information technology<br />

During the year under review, the IT function of Bruno Piatti in Dietlikon (Canton Zurich) was<br />

integrated with the IT organisation at the Steel Technology Division and Forster Kitchens and<br />

Refrigeration in Arbon (Canton Thurgau), a move which included expanding the company’s<br />

internal IT capabilities (insourcing). The year 2005 also saw the launch of the largest informa-<br />

tion technology project ever undertaken by AFG Arbonia-Forster Holding AG: the implemen-<br />

tation of SAP in the Kitchens and Refrigeration and Steel Technology divisions. The implemen-<br />

tation project is being delivered in collaboration with Comgroup, a subsidiary of the Würth<br />

Group. Parallel to the implementation of SAP, AFG Arbonia-Forster-Holding AG is also setting<br />

up a cross-locational SAP center of competence in Arbon and Dietlikon.<br />

Transport and logistics on the road to success<br />

Most of the Group’s transport and logistics services are provided by two group companies<br />

based in Arbon TG: Asta AG and Spedition Gächter AG. The year under review saw both<br />

companies put in another very good performance. The operating profit (EBIT) of Asta AG,<br />

which employs 28 people, increased 33.8 % to CHF 1.2 million on sales of CHF 20.3 million<br />

(+10.3 %). The company works in partnership with specialist forwarders to deliver most of<br />

the logistics services required by AFG Arbonia-Forster-Holding AG, but also works for independent<br />

customers both in Switzerland and abroad.


48 4<br />

Spedition Gächter AG specialises in providing services to customers in two indus-<br />

tries that require particularly sophisticated transport services: printing and paper machinery,<br />

and the finishing industry. In 2005 its 18 employees generated an EBIT of CHF 0.3 million on<br />

sales of CHF 6.5 million (+11.1 %).<br />

These gratifying results were achieved in an environment of rising heating oil and<br />

diesel prices, and growing pressure on prices from forwarding companies in the new EU<br />

member countries. Both companies were able to avoid a collapse in margins thanks to integrated<br />

solutions, consistently high quality and targeted cost-cutting.<br />

Investing in the future<br />

Given the growth of Asta AG and Spedition Gächter AG themselves and the growth of AFG<br />

Arbonia-Forster-Holding AG, Asta’s most important customer, the logistics center has to be<br />

expanded. For this reason a new logistics center with five loading and unloading stations and<br />

2,200 square meters of warehousing and handling space is to be set up by mid-2006. This<br />

means that as the year progresses, Industriestrasse in Arbon (Canton Thurgau) will become<br />

an efficient hub handling just-in-time deliveries to customers in Switzerland and abroad.<br />

In autumn 2005, Spedition Gächter AG commissioned vehicles that fulfill the Euro<br />

5 norm, and during 2006 Asta AG will also renew its fleet to meet the new standard. The new<br />

technology will help reduce emissions by up to 80% by comparison with the Euro 3 norm that<br />

currently applies.


We deliver on time to customers all<br />

over the world.<br />

Logistics<br />

“A strong forwarder you can rely on.”<br />

“We transport large volumes of goods for our customers, both as part and full loads.<br />

In a domestic business characterised by an increasingly tough economic environment,<br />

we choose the provider that delivers the best services. This explains why Lista AG<br />

and Asta AG are long-standing partners of ours.”<br />

Michael Kunze (44), Head of Forwarding, Lista AG, Erlen (Switzerland),<br />

www.lista.com<br />

“A reliable and flexible response to our day-to-day logistical challenges.”<br />

Ulrike Kipphan (29), General Procurement Services & Utilities,<br />

Heidelberger Druckmaschinen AG, Wiesloch (Germany), www.heidelberg.com<br />

50 51


An integral component of our corporate<br />

philosophy<br />

Environmental compatibility and safety at the workplace are taken so seriously at AFG Arbonia-Forster-Holding AG that<br />

they are viewed as key factors in the sustainable economic success of our company. These are issues that affect every<br />

part of the business, from R&D through production and service. In recent years, AFG Arbonia-Forster-Holding AG has<br />

significantly stepped up its environment and safety efforts in line with international standards. As a result, most divisions<br />

and units have ISO certification.<br />

Environment and Safety<br />

Heating Technology and Sanitary Equipment Division<br />

External measurements taken in line with the VOC guidelines revealed that emissions of<br />

volatile organic compounds from the vent stacks at Kermi GmbH in Plattling (Bavaria) fall well<br />

below the permitted limits, and have declined further by comparison with 2004 levels. A<br />

technical modification to the spot welding equipment used in the mass production of radia-<br />

tors enabled a 40 % reduction in the consumption of cooling lubricants. In line with the divi-<br />

sion-wide logistics policy, more deliveries have been switched to environmentally-friendly<br />

transportation by water rather than by road.<br />

Kermi s.r.o. in Str ˇíbro has been able to reduce volumes of waste and optimise pro-<br />

cedures for environmentally-compatible waste disposal. Efforts to improve workplace design<br />

and ergonomics have resulted in greater safety and reduced the physical demands on employ-<br />

ees.<br />

Arbonia AG in Arbon (Canton Thurgau) has enhanced employee safety by intro-<br />

ducing modified personal protective gear and installing new suction units. A new locking<br />

system has been installed to improve building security.<br />

Technical modifications have been carried out to minimise noise and dust levels in<br />

tube production at AFG-Arbonia-Forster-Riesa GmbH, and further investment in safety has<br />

had a positive impact on insurance premiums.<br />

In the medium term, the division plans ongoing optimisation of processes related<br />

to water consumption, wastewater, waste management, energy consumption and the struc-<br />

tural development of its facilities to maintain its excellent environmental and safety standards<br />

going forward.


Kitchens and Refrigeration Division<br />

52 53<br />

In the Kitchens and Refrigeration Division, the outsourcing of Piatti’s logistics had a particu-<br />

larly positive impact on environmental performance. The implementation of an integrated<br />

distribution and recycling system has helped minimise the number of vehicles traveling emp-<br />

ty, systematise the return of waste, and increase recycling rates. For example, wood waste<br />

from furniture production at Bruno Piatti AG is used to heat the whole building, and system-<br />

atic sorting of construction waste in cooperation with professional recycling firms has en-<br />

abled a high proportion of materials to be recycled.<br />

Looking forward to 2007, Piatti plans to acquire ISO 14001 certification for its<br />

environmental management system, and Forster Kitchens and Refrigeration will follow suit.<br />

In 2005, the company that produces Miele Kitchens (now Warendorfer Küchen<br />

GmbH) embarked on the annual certification under ISO 14001 (environment), ISO 9001<br />

(quality management) and ISO 18001 (workplace safety). This certification will continue. Ac-<br />

cording to the relevant reports, spot checks revealed no irregularities in the disposal of dan-<br />

gerous materials or the implementation of the waste management policy.<br />

Steel Technology Division<br />

As in previous years, in 2005 Forster had its new profile systems subjected to intensive testing<br />

by state-approved institutions prior to market launch, before homologising them in line with<br />

different national standards. This ensures a high degree of product safety for staff, external<br />

companies involved in subsequent processing, and customers.<br />

To enhance workplace safety, during the year under review all crane operators<br />

were given training in the latest accident prevention measures. Advanced training was also<br />

provided on the Swiss ordinance on the movement of waste (VeVA), the new Swiss chemicals<br />

legislation, CE marking, risk evaluation, and laser protection. All production and transporta-<br />

tion facilities were subjected to a systematic risk review. Fire protection, chemical storage and<br />

the handling of water-polluting liquids were also brought up to the latest safety standards in<br />

light of the planned ISO 14001 certification.<br />

During the year under review the Steel Technology Division began laying the foun-<br />

dations to acquire ISO 14001 certification for its environmental management system, planned<br />

for 2007. Parallel to this, by 2007 all major production facilities will undergo a risk review<br />

under EN 1050 (European norm) in an effort to substantially improve workplace safety.


Environment and Safety<br />

Windows and Doors Division<br />

In line with ISO 1400 guidelines, at EgoKiefer the search for materials and production proc-<br />

esses that enable optimum quality, productivity and environmental compatibility begins as<br />

soon as work starts on developing new generations of products. Since the end of May 2005,<br />

EgoKiefer has been delivering an optimised basic version of its exclusive insulating glass Ego-<br />

Verre ® . Thanks to a new glass coating, the glass u-value (heat insulation) has been improved<br />

from 1.2 to 1.1 W/m 2 K (European norm) – at no additional cost and without affecting the<br />

excellent light transmission and total energy transmission of the material. Used in conjunction<br />

with EgoKiefer’s high-performance window systems, this enables consumers to save up to<br />

380,000 kg of heating oil per year, which corresponds to a CO 2 reduction of 1,180,000 kg.<br />

Despite a increases in production of 19 % for doors and 4 % for windows, emis-<br />

sions of VOCs (volatile organic compounds) at EgoKiefer have risen by only 2 %. VOC emis-<br />

sions have been reduced 12 % in the manufacture of synthetic window systems, and 7 % in<br />

the manufacture of wood and wood/aluminum window systems. VOC emissions produced in<br />

assembly were reduced by a whole 13 %. Waste per unit (= 1m2 of window or 1 door element)<br />

stabilised at the low level of 1.20 kg per unit. The final commissioning of new wastewater<br />

separation equipment enabled EgoKiefer to almost halve emissions of special waste<br />

(water contaminated with paint or varnish) to 0.042 kg. The recycling rate is stable at 33 %.<br />

In the medium term, EgoKiefer will prepare an updated environmental balance<br />

sheet for all its window systems, and use the findings to develop its products from an environmental<br />

point of view.<br />

The environmental performance of the division’s production and assembly processes<br />

will be further enhanced as the technology permits. On the safety side, the division<br />

plans to invest in spark detection equipment for its shaving removal system to minimise the<br />

risk of fire.


Corporate Governance<br />

Corporate Governance<br />

54 55<br />

General — This report complies with the SWX Swiss Exchange corporate governance guidelines of 17 April 2002. Unless<br />

otherwise indicated, the data are valid as at 31 December 2005.<br />

1. Corporate structure and shareholders<br />

1.1 Group structure<br />

Operational group structure — The operational structure of AFG Arbonia-Forster-Holding AG comprises four divisions<br />

– Heating Technology and Sanitary Equipment, Kitchens and Refrigeration, Steel Technology, and Windows and Doors – in<br />

addition to the Finance, Controlling and Reporting function and the Corporate Center.<br />

The company reports in line with IFRS on the basis of this structure. In the report section page 24 and consecutive pages<br />

of this report contain descriptions of the divisions.<br />

Basis of consolidation — The companies that make up the basis of consolidation of AFG Arbonia-Forster-Holding AG are<br />

listed in the Financial section on page 110 of this report. The bearer shares of AFG Arbonia-Forster-Holding AG are listed<br />

on SWX Swiss Exchange under security number 1213250/ISIN CH0012132509. Information about market capitalisation<br />

can be found in the information for investors. The registered shares of AFG Arbonia-Forster-Holding AG are not listed on<br />

the stock exchange. Besides AFG Arbonia-Forster-Holding AG, none of the other companies that make up the basis of<br />

consolidation are listed on a stock exchange in Switzerland or abroad.<br />

1.2 Major shareholders — Major shareholders at the end of 2005 and 2004:<br />

On 18 May 2005, notification was received that Julius Baer Multistock SICAV holds a voting share of less than 5 % in AFG<br />

Arbonia-Forster-Holding AG. No other disclosures as per Swiss stock exchange law were made during the year under<br />

review. As far as the company is aware, there are no pooling agreements involving major shareholders. As far as the com-<br />

pany is aware, there are no pooling agreemetnts involving major shareholders.<br />

1.3 Cross-participations — AFG Arbonia-Forster-Holding AG does not hold more than 5 % of the votes or the equity of<br />

any other group company and vice versa.<br />

in %<br />

31/12/2005 31/12/2004<br />

Voting share Capital share Voting share Capital share<br />

Edgar Oehler 59.0 26.0 58.9 26.0


2. Capital structure<br />

Corporate Governance<br />

2.1 Capital and changes to the capital during the last three years, and other financial instruments — Since the Annual<br />

General Meeting voted to reduce the company’s share capital by 40 % from CHF 12,600,420 in 2003, it has remained<br />

unchanged at CHF 7,560,252. There has been no change in the proportion of registered shares and bearer shares.<br />

There is neither authorised nor conditional capital. The company has issued neither participation nor profit-sharing cer-<br />

tificates. No convertible bonds or warrants issued by AFG Arbonia-Forster-Holding AG are outstanding. AFG Arbonia-<br />

Forster-Holding AG issued a bond (term 2004–10) with an interest rate of 3.375 % and a total nominal value of CHF 150<br />

million on 3 June 2004. The debt must be repaid on 3 June 2010. Interest is paid annually on 3 June. AFG Arbonia-<br />

Forster-Holding AG concluded a private placement of USD 160 million with a group of US investors on 2 December 2004.<br />

The placement is hedged against interest and exchange rate risks, and is composed of different tranches in USD and EUR<br />

with terms of between four and ten years.<br />

31.12.2005/31.12.2004/31.12.2003<br />

Category Share of votes Number Nominal value Share capital<br />

Registered shares 68.18% 2 700 000 0.84 2 268 000<br />

Bearer shares 31.82% 1 260 060 4.20 5 292 252<br />

Total 100% 3 60 060 7 560 252<br />

2.2 Limitation on the transfer of registered shares and registration of shareholders — The transfer of registered shares<br />

requires the consent of the Board of Directors. The Board of Directors may refuse consent provided AFG offers to acquire<br />

the shares for itself or for another shareholder or third party at their actual value at the time of the request. Consent may<br />

also be refused if the purchaser does not submit a declaration that he/she is purchasing the registered shares in his/her<br />

own name and for his/her own account. Registered shares acquired by a trust or a domiciliary company will only be<br />

entered in the ledger if the identity of the beneficial owner is made known to the company. This is subject to Art. 685 b<br />

(4) of the Swiss Code of Obligations. No exceptions were granted to these principles in the year under review.


3. The Board of Directors of AFG Arbonia-Forster-Holding AG<br />

56 57<br />

3.1 Members of the Board of Directors — The Board of Directors of AFG Arbonia-Forster-Holding AG consists of the fol-<br />

lowing members:<br />

Edgar Oehler — (1942, Swiss citizen), Ph.D., executive member, Chairman of the Board of Directors and CEO since 13<br />

October 2003. 1971–1995 Member of the Swiss National Council; member of several parliamentary committees; 1973–<br />

1985 Editor-in-Chief of the daily newspaper “Die Ostschweiz”; 1985–1990 General Manager of AFG Arbonia-Forster-<br />

Holding AG; 1991–2004 Chairman of the Swiss Cigarette Industry Federation, CISC FR.<br />

Ernst Buob — (1946, Swiss citizen), Ph.D. (Law), Attorney-at-Law, non-executive member of the Board of Directors since<br />

13 October 2003. Partner in the law firm Buob Staub & Partner, St. Gallen. Ernst Buob has never been part of the execu-<br />

tive management of AFG Arbonia-Forster-Holding AG or its affiliated companies. His business relationship with AFG<br />

Arbonia-Forster-Holding AG consists in the activities of the law firm Buob Staub & Partner with respect to this company<br />

and its affiliated companies.<br />

Arthur Loepfe — (1942, Swiss citizen), Ph.D. (Econ.), non-executive member of the Board of Directors since 2002.<br />

1979–2002 Partner in BSG Business Consulting St. Gallen; 1993–2000 Economic Director of the Canton of Appenzell<br />

Innerrhoden; since 1999 member of the Swiss National Council. Arthur Loepfe has never been part of the executive management<br />

of AFG Arbonia-Forster-Holding AG or its affiliated companies. He has no material business relationships with<br />

AFG Arbonia-Forster-Holding AG or its affiliated companies.<br />

Ulrich Flückiger — (1942, Swiss citizen), Ph.D., non-executive member of the Board of Directors since 2005. 1985–1987<br />

Vice Director Marketing & Sales at Maschinen AG, Berne; 1987–1999 Ray & Berndtson SA and CEO of Korn/Ferry (Schweiz)<br />

AG; since 2000 Managing Partner of drf consulting AG. Arthur Loepfe has never been part of the executive management<br />

of AFG Arbonia-Forster-Holding AG or its affiliated companies. During the year under review his business relationships<br />

with AFG Arbonia-Forster-Holding AG consisted of executive search consulting conducted by drf consulting AG on behalf<br />

of AFG Arbonia-Forster-Holding AG.<br />

Andreas Gühring — (1963, German citizen), degree in engineering, since 2005 non-executive member of the Board of<br />

Directors representing holders of bearer shares. 1992–1996 Head of Industrial Engineering at Hydac GmbH; 1997–2000<br />

CEO of Valeo GmbH; 2000–2004 CEO (Technology) of ThyssenKrupp Federn GmbH; 2004–2005 CEO of Brose Fahrzeugteile<br />

GmbH & Co. KG; since 2005 CEO of ThyssenKrupp Drauz Nothelfer Gmbh in Heilbronn. Andreas Gühring has never been<br />

part of the executive management of AFG Arbonia-Forster-Holding AG or its affiliated companies. He has no material<br />

business relationships with AFG Arbonia-Forster-Holding AG or its affiliated companies.


3.2 Other activities and interests<br />

Edgar Oehler — Since 1988 owner, Chairman and CEO of Hartchrom AG/Surface Technologies International Holding AG,<br />

Steinach (Canton St. Gallen); member of various boards companies and foundations in Switzerland and abroad.<br />

Ernst Buob — Chairman of the Board of Moser Holding AG, Innsbruck; member of the Board of Directors of Hälg Holding<br />

AG, St. Gallen, and Hartchrom AG/Surface Technologies International Holding AG, Steinach (Canton St. Gallen); member<br />

of various boards of companies and foundations in Switzerland and abroad.<br />

Arthur Loepfe — Member of the Board of Directors of Emil Ebneter AG/Appenzeller Alpenbitter, Appenzell AI, Brauerei<br />

Locher AG, Appenzell AI, Serto AG/Gressel AG, Aadorf (Canton Thurgau), and Blumer-Lehmann AG/Holzwerk Lehmann<br />

AG, Gossau (Canton St. Gallen); member of various boards of companies and foundations in Switzerland.<br />

Ulrich Flückiger — Since 2001 majority shareholder, Chairman and Managing Director of drf consulting AG, Urdorf<br />

(Canton Zurich).<br />

Andreas Gühring — Member of the Supervisory Board of ThyssenKrupp Umformtechnik GmbH, Ludwigsfelde.<br />

3.3 Corporate integration — There are no reciprocity agreements with other boards of directors of companies listed on<br />

the stock exchange.<br />

Corporate Governance<br />

3.4 Election and term of office — The members of the Board of Directors are generally elected by the ordinary general<br />

meeting for a period of three years. The first term of a member of the Board of Directors equals the remaining mandate<br />

of the member he/she has replaced, if applicable. The members of the Board of Directors may be re-elected an indefinite<br />

number of times. The terms of office of the current members are as follows:<br />

First elected Term expires<br />

Edgar Oehler 2003 2006 (proposed for re-election at the 2006 AGM)<br />

Ernst Buob 2003 2006 (proposed for re-election at the 2006 AGM)<br />

Arthur Loepfe 2002 2006 (proposed for re-election at the 2006 AGM)<br />

Ulrich Flückiger 2005 2006 (will not stand for re-election at the 2006 AGM)<br />

Andreas Gühring 2005 2006 (proposed for re-election at the 2006 AGM)


58 5<br />

3.5 Internal organisation — The Board of Directors meets at the invitation of the Chairman as often as the business of<br />

the company requires, and at least three times a year. The full Board of Directors met five times during the year under<br />

review.<br />

3.5.1 Division of duties — The Board of Directors is presided by its Chairman, Dr. Edgar Oehler, who is also Chief Execu-<br />

tive Officer. Vice-Chairman of the Board of Directors is Dr. Ernst Buob. The Board of Directors is supported by an Audit<br />

Committee and a Remuneration and Nominations Committee.<br />

3.5.2 Board committees — Each committee has a written charter, approved by the Board of Directors, laying down its<br />

powers and responsibilities and working procedures. The Board of Directors appoints the members and chairs of the com-<br />

mittees.<br />

Audit Committee — The Audit Committee is composed of at least three members, of whom at least two (one of whom<br />

must be the chairman of the committee) are independent and have experience in finance and accounting. The main re-<br />

sponsibilities of the Audit Committee are reviewing the effectiveness of the external and internal auditors, evaluating the<br />

internal control system, reviewing the financial reports and the performance, fees and independence of the external audi-<br />

tors. The Audit Committee meets as often as business requires.<br />

Since 9 June 2005, the Audit Committee has comprised the following members:<br />

– Arthur Loepfe, Chairman<br />

– Ernst Buob, Deputy Chairman<br />

– Andreas Gühring<br />

The Audit Committee met once during the year under review.<br />

Remuneration and Nominations Committee — The Remuneration and Nominations Committee is composed of at least<br />

three members, of whom at least two are independent. The main responsibilities of the Remuneration and Nominations<br />

Committee are approving the group’s remuneration policy and determining principles for selecting candidates for election<br />

to the Board of Directors and for top management. The Remuneration and Nominations Committee meets as often as<br />

business requires.<br />

Since 9 June 2005, the Remuneration and Nominations Committee has comprised the following members:<br />

– Edgar Oehler, Chairman<br />

– Andreas Gühring, Deputy Chairman<br />

– Ulrich Flückiger<br />

The Remuneration and Nominations Committee did not meet during the year under review.


3.5.3 Working procedures of the Board of Directors — The Board of Directors met five times during the year under re-<br />

view. During the 2005 financial year, most of the duties of the Board of Directors were carried out by the full board. Before<br />

their meetings, members of the Board of Directors receive documentation enabling them to prepare properly to deal with<br />

the items on the agenda. As a rule the meetings last three quarters of a day. Members of Group Management, repre-<br />

sentatives of the external auditors and external consultants are invited as necessary to deal with specific issues.<br />

3.6 Division of powers — The Board of Directors is responsible for guiding, supervising and monitoring the executive<br />

management of the company. It is responsible for approving and regularly reviewing company strategy, enacting the ne-<br />

cessary rules, instructions and guidelines, and establishing the organisation and risk policy of AFG Arbonia-Forster-Holding<br />

AG. It is also responsible for supervising and monitoring the persons entrusted with running the company. The Board of<br />

Directors has designated Dr. Edgar Oehler as Managing Director; he simultaneously heads Group Management as Chief<br />

Executive Officer (CEO). The division of powers between the Board of Directors, Group Management and divisional man-<br />

agement is set out in detail in the articles of association, by-laws and division of powers and responsibilities (“Kompetenz/<br />

Pflichtenregelung”) of AFG Arbonia-Forster-Holding AG. Within the framework of the law and the articles of association,<br />

and based on the by-laws and division of powers and responsibilities, the Board of Directors has delegated the manage-<br />

ment of the group to Group Management. Group Management has limited powers to decide on its own affairs and on<br />

applications from the divisions.<br />

Corporate Governance<br />

3.7 Group management information and control instruments — The Board of Directors is kept informed about the ac-<br />

tivities of executive management and the divisions via a number of different channels: The Management Information<br />

System (MIS) provides the members of the Board of Directors with fundamental information about the financial, income<br />

and risk situation of the group. The external auditors provide the Board of Directors with written and spoken information<br />

on the main findings of the audit. The CEO oversees the members of Group Management who report to him and ensures<br />

compliance with the law, the articles of association and regulations throughout the Group. He reports to the Board of<br />

Directors on a regular basis, and immediately in the event of extraordinary developments. The Board of Directors may<br />

demand any additional information it needs to carry out its tasks.


4. Group Management<br />

60 61<br />

4.1 Members of Group Management — The Group Management of AFG Arbonia-Forster-Holding AG comprises the fol-<br />

lowing members:<br />

Edgar Oehler — (1942, Swiss citizen), Ph.D. (PR), Executive Member, Chairman of the Board of Directors and Managing<br />

Director and CEO since 13 October 2003; see 3.1 and 3.2 for further details of his person.<br />

Felix Bodmer — (1955, Swiss citizen), lic. oec. HSG, Chief Financial Officer (CFO) since 1 June 2003; 1986–1992 various<br />

positions at Hilti Group in finance and controlling, latterly Head of Finance and Controlling at a German subsidiary;<br />

1993–2000 ABB/Alstom, Commercial Director/CFO of group companies, latterly CFO/Head of Shared Services at Alstom<br />

Power (Schweiz) AG; 2000–2003 CFO of Steiner Group.<br />

Knut Bartsch — (1969, German citizen), degree in industrial engineering, Director of Heating Technology and Sanitary<br />

Equipment Division since 1 May 2004; 1996–1997 Assistant Corporate Manager at Preussag AG/TUI AG; with Kermi<br />

GmbH since 1997, Director since 1999.<br />

Thomas Gerosa — (1949, Swiss citizen), business economist, Director of Windows and Doors Division since 1 May 2004;<br />

since 1972 various positions at EgoKiefer AG, Director from 1987–2004, and from 1 May 2004, Managing Director and<br />

CEO. Since 2000 Chairman of the Board of Directors of Alpha RHEINTAL Bank, Heerbrugg (Municipality of Balgach,<br />

Canton St. Gallen).<br />

4.2. Management agreements — AFG Arbonia-Forster-Holding AG has not signed any management agreements with<br />

companies or natural persons outside the group.


5. Compensation, profit-sharing and lending<br />

5.1 Procedure for establishing and setting compensation and profit-sharing programs — The compensation of serving<br />

and former non-executive members of the Board of Directors is not tied to their performance, and is determined by the<br />

Board of Directors itself in accordance with the articles of association. There are no profit-sharing programs. The Remu-<br />

neration and Nominations Committee is responsible for defining the group’s remuneration policy and setting the salaries<br />

of members of Group Management. The remuneration of members of Group Management (including executive members<br />

of the Board of Directors) consists of a base salary and a performance-related component. The amount of this perform-<br />

ance-related component is set by the Board of Directors. Performance evaluations are based on quantitative and quantita-<br />

tive factors. There are no profit-sharing programs.<br />

5.2 Compensation of serving members of corporate bodies — During the year under review, total compensation (includ-<br />

ing reimbursement of expenses and the employer’s contribution to pension plans) paid to serving members of the Board<br />

of Directors and Group Management amounted to:<br />

a) Executive members of the Board of Directors and members of Group Management: CHF 3,082,970<br />

b) Non-executive members of the Board of Directors: CHF 242,890<br />

In 2005, no severance pay was paid out to members of the Board of Directors or members of Group Management whose<br />

mandate came to an end in the course of the year.<br />

5.3 Compensation of former members of corporate bodies — No compensation was paid in the year under review to<br />

members of the Board of Directors or Group Management whose mandate came to an end during the previous financial<br />

year or earlier.<br />

5.4 Allotment of shares in the year under review — Shares were not allotted to either non-executive or executive mem-<br />

bers of the Board of Directors, or to members of Group Management, in 2005. The same applies to natural or legal per-<br />

sons closely associated with them.<br />

Corporate Governance<br />

5.5 Possession of shares — The total number of shares held by executive members of the Board of Directors, members<br />

of Group Management and natural or legal persons closely associated with them on 31 December 2005, was as follows:<br />

1,760 bearer shares, 2,333,620 registered shares. At 31 December 2005, no bearer shares or registered shares were held<br />

by non-executive members of the Board of Directors or natural or legal persons closely associated with them.


62 63<br />

5.6 Options — Since options have never been distributed as part of compensation packages to members of Group<br />

Management or the Board of Directors, neither they nor natural or legal persons closely associated with them hold such<br />

options.<br />

5.7 Additional fees and honoraria — In the year under review, the law firm Buob Staub & Partner, St. Gallen (whose<br />

Managing Partner is Ulrich Flückiger, a member of AFG’s Board of Directors), billed a total of CHF 263,610 for providing<br />

legal advice and representation to AFG Arbonia-Forster-Holding AG and its affiliated companies. In the year under review,<br />

drf consulting AG (whose Managing Partner is Ulrich Flückiger, a member of AFG’s Board of Directors), billed a total of<br />

CHF 41,850 for providing executive search services to AFG Arbonia-Forster-Holding AG and its affiliated companies. Otherwise<br />

no fees or honoraria amounting to or exceeding half the amount of regular remuneration were paid to members of<br />

the Board of Directors or Group Management, or to persons closely associated with them, during the 2005 financial year<br />

for additional services provided to AFG Arbonia-Forster-Holding AG or its affiliated companies.<br />

5.8 Lending — At 31 December 2005, AFG Arbonia-Forster-Holding AG and its affiliated companies had not granted any<br />

securities, loans, advances or credits to any member of the Board of Directors or Group Management or to natural or legal<br />

persons closely associated with them.<br />

5. Highest total compensation — In 2005 the highest paid executive member of the Board of Directors received, including<br />

all types of compensation, a total of CHF 1,683,900.


6 Participatory rights of shareholders<br />

6.1 Voting rights and voting by proxy — The articles of association of AFG Arbonia-Forster-Holding AG contain no<br />

regulations that deviate from the law, and in particular no percentual limitation on voting rights. Every share entitles the<br />

bearer to one vote. Every shareholder is entitled to be represented at the Annual General Meeting by a proxy furnishing<br />

written power of attorney.<br />

6.2 Statutory quorum — Under Art.13 (3) of the articles of association of AFG Arbonia-Forster-Holding AG, the rules on<br />

the transferability of registered shares can only be changed by a resolution of the Annual General Meeting, approved by<br />

at least two thirds of the voting shares represented and the absolute majority of the nominal share value represented.<br />

Otherwise, the articles of association of AFG Arbonia-Forster-Holding AG contain no regulations that deviate from the<br />

law.<br />

6.3 Calling of Annual General Meeting — The articles of association of AFG Arbonia-Forster-Holding AG contain no<br />

regulations that deviate from the law.<br />

6.4 Reports — Shareholders who hold at least CHF 1 million of share capital have the right to request reports about dis-<br />

cussion items. Requests for reports must be submitted to the Board of Directors in writing, specifying proposals, at least<br />

40 days before the date of the General Meeting.<br />

6.5 Registration in share ledger — Holders of registered shares whose names are entered in the share ledger of AFG<br />

Arbonia-Forster-Holding AG 30 days before the date of the Annual General Meeting AG must be sent invitations to the<br />

Annual General Meeting together with the list of proposals from the Board of Directors and admission tickets.<br />

7. Change in control and protective mechanisms<br />

7.1 Obligation to tender — Article 6 of the articles of association of AFG Arbonia-Forster-Holding AG exempts the pur-<br />

chasers of its shares from the obligation to tender a public offering as stipulated by Sections 32 and 52 of the Swiss Stock<br />

Market Act (opting-out clause).<br />

7.2 Change in control clauses — AFG Arbonia-Forster-Holding AG has no arrangements or plans that favor members of<br />

the Board of Directors and/or Group Management or other members of upper management that include change in control<br />

clauses.<br />

Corporate Governance


8. Auditors<br />

64 65<br />

8.1 Length of mandate and term of lead auditor — Since 2003, Ernst & Young AG, St. Gallen, has acted as the auditor<br />

of AFG Arbonia-Forster-Holding AG. Markus Oppliger has held the position of lead auditor since 2003.<br />

8.2 Audit fees — The various auditors billed a total of CHF 830,490 for auditing the financial statements and consoli-<br />

dated accounts of AFG Arbonia-Forster-Holding AG and the financial statements of its affiliated companies. Of this<br />

amount, CHF 581,000 was paid to Ernst & Young AG, St. Gallen.<br />

8.3 Additional fees — In 2005, CHF 109,160 was billed for additional services by the statutory and group auditors of<br />

AFG Arbonia-Forster-Holding AG and other auditors of affiliated companies throughout the group. Of this amount,<br />

CHF 69,880 was paid to Ernst & Young.<br />

8.4 Audit supervision and control instruments — The Audit Committee monitors the professional qualifications, independence<br />

and performance of the external auditors on behalf of the Board of Directors, and reports to the Board of<br />

Directors on its findings. In the year under review, additional measures to oversee the activities of the external auditors<br />

included a meeting between the Chairman of the Board of Directors and the CFO with the lead auditor to discuss the<br />

latter’s findings.<br />

. Information policy — AFG Arbonia-Forster-Holding AG pursues an open information policy with respect to the public<br />

and financial markets, based on the principles set out in Art. 72 of the amended Listing Regulations of the SWX Swiss<br />

Exchange. The annual report of AFG Arbonia-Forster-Holding AG provides information about the business, organisation<br />

and strategy of the group. AFG’s semi-annual report contains the profit and loss account, balance sheet and cash flow<br />

statement for the first six months of the financial year. AFG’s website at www.afg.ch provides additional information. Press<br />

releases publicise important information at short notice.


Financial Report<br />

Consolidated Financial Statements<br />

AFG Arbonia-Forster-Group 68<br />

68 Consolidated Income Statement<br />

Financial Statements<br />

AFG Arbonia-Forster-Holding AG 112<br />

69 Consolidated Balance Sheet<br />

70 Consolidated Cash Flow Statement<br />

71 Consolidated Statement of Changes in Equity<br />

72 Notes to the Consolidated Financial Statements<br />

111 Report of the Group Auditors<br />

112 Income Statement<br />

113 Balance Sheet<br />

114 Notes to the Financial Statements<br />

116 Appropriation of Retained Earnings<br />

117 Report of the Statutory Auditors<br />

66 67


Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

Consolidated Income Statement<br />

2005 2005 2004 2004<br />

Note in TCHF % in TCHF %<br />

Net revenues 27 1 123 568 100.0 1 026 567 100.0<br />

Other operating income 13 854 1.2 9 423 0.9<br />

Capitalised own services 2 656 0.2 2 369 0.2<br />

Changes in inventories of semi-finished<br />

and finished goods –1 309 0.0 –24 226 –2.4<br />

Net operating performance 1 138 769 101.4 1 014 133 98.8<br />

Cost of material and goods –523 132 –46.6 –437 033 –42.6<br />

Personnel expenses –352 636 –31.4 –321 214 –31.3<br />

Other operating expenses –145 113 –12.9 –128 527 –12.5<br />

EBITDA 117 888 10.5 127 359 12.4<br />

Depreciation and amortisation 32–33 –45 106 –4.0 –59 411 –5.8<br />

EBIT 27 72 782 6.5 67 948 6.6<br />

Financial income 42 5 890 0.5 11 862 1.2<br />

Financial expenses 42 –15 861 –1.4 –18 975 –1.8<br />

Profit before income tax 62 811 5.6 60 835 5.9<br />

Income tax expense 43 –11 279 –1.0 –11 317 –1.0<br />

Profit for the year 51 532 4.6 49 518 4.8<br />

Earnings per share for profit attributable to the<br />

shareholders during the year:<br />

Earnings per bearer share in CHF 39 29.40 28.24<br />

Earnings per registered share in CHF 39 5.88 5.65<br />

Basic and diluted earnings are identical.<br />

EBITDA Earnings before interest, tax, depreciation and amortisation<br />

EBIT Earnings before interest and tax<br />

in TCHF means in thousands of CHF<br />

Due to the transition from Swiss GAAP FER to IFRS, previous year comparatives<br />

have been restated. Explanations to the effect of the transition are explained in<br />

more detail in note 49 Transition from Swiss GAAP FER to IFRS.


Consolidated Balance Sheet<br />

Assets<br />

68 69<br />

2005 2005 2004 2004<br />

Note in TCHF % in TCHF %<br />

Cash and cash equivalents 28 104 416 113 803<br />

Securities 5 420 5 560<br />

Accounts receivable 29 132 982 114 540<br />

Other current assets 23 763 19 100<br />

Deferred expenses 7 981 10 251<br />

Current income tax receivables 273 1 016<br />

Inventories 30 158 842 161 816<br />

Available-for-sale financial assets 79<br />

Current assets 433 677 44.3 426 165 46.2<br />

Deferred income tax assets 37 10 893 8 664<br />

Financial assets 31 24 377 17 663<br />

Property, plant and equipment 32 400 162 370 814<br />

Intangible assets 33 36 726 30 155<br />

Goodwill 33 / 34 36 917 33 158<br />

Investment property 33 35 219 35 771<br />

Non-current assets 544 294 55.7 496 225 53.8<br />

Total Assets 977 971 100.0 922 390 100.0<br />

Liabilities and Shareholders‘ Equity<br />

Borrowings 36 6 440 13 004<br />

Accounts payable 51 490 41 376<br />

Other liabilities 46 613 45 209<br />

Finance lease liabilities 295 1 539<br />

Accruals and deferred income 48 408 47 795<br />

Current income tax liabilities 8 489 7 070<br />

Provisions 35 15 240 13 082<br />

Current liabilities 176 975 18.1 169 075 18.3<br />

Financial debt 36 351 782 351 499<br />

Finance lease liabilities 82 304<br />

Provisions 35 28 621 29 528<br />

Deferred income tax liabilities 37 55 692 61 184<br />

Employee benefit obligations 38 48 158 31 643<br />

Non-current liabilities 484 335 49.5 474 158 51.4<br />

Total Liabilities 661 310 67.6 643 233 69.7<br />

Share capital 39 7 560 7 560<br />

Share premium 38 579 38 579<br />

Treasury shares 40 –6 845 –6 772<br />

Other reserves 41 –10 062 –8 378<br />

Retained earnings 287 429 248 168<br />

Shareholders‘ equity 316 661 32.4 279 157 30.3<br />

Total Liabilities and Shareholders‘ Equity 977 971 100.0 922 390 100.0


Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

Consolidated Cash Flow Statement<br />

in TCHF<br />

2005 2004<br />

Profit for the year 51 532 49 518<br />

Depreciation and amortisation 45 106 59 411<br />

Non-cash transactions –17 877 –18 067<br />

Changes in working capital (excluding cash and cash equivalents) –4 178 –3 724<br />

Changes in current liabilities 9 233 –56 217<br />

Net cash generated from operating activities 83 816 30 921<br />

To investment activities<br />

Issuance of financial assets –777 –632<br />

Purchases of property, plant and equipment –34 062 –22 209<br />

Purchases of intangible assets and investment property –1 973 –2 464<br />

Acquisition of subsidiaries (net of cash acquired) –31 024 –90 501<br />

From divestment activities<br />

Repayment of financial assets 90 637<br />

Proceeds from sale of property, plant and equipment,<br />

intangible assets and investment property 1 848 333<br />

Net cash used in investing activities –65 898 –114 836<br />

From financing activities<br />

Proceeds from financial debt 339 559<br />

To financing activities<br />

Repayment of warrant bond 1994–2004 –37 700<br />

Dividends paid to shareholders –12 271 –4 909<br />

Purchase of treasury shares –73 –1 090<br />

Repayment of loans –160 134<br />

Repayment of mortgages/other financing activities –14 383 –26 867<br />

Net cash used in/generated from financing activities –26 727 108 859<br />

Effects of translation differences on cash and cash equivalents –578 383<br />

Net (decrease)/increase in cash and cash equivalents –9 387 25 327<br />

Reconciliation of change in cash and cash equivalents<br />

Cash and cash equivalents as of 1/1 113 803 88 476<br />

Cash and cash equivalents as of 31/12 104 416 113 803<br />

Change in cash and cash equivalents –9 387 25 327<br />

Interest paid 15 189 18 087<br />

Interest received 968 678<br />

Income tax paid 12 364 26 434


Consolidated Statement of Changes in Equity<br />

in TCHF<br />

Share capital Share<br />

premium<br />

Retained<br />

earnings<br />

Treasury<br />

shares<br />

Other<br />

reserves<br />

70 71<br />

Balance at 31/12/2003 7 560 38 579 203 559 –5 682 244 016<br />

Profit for the year 49 518 49 518<br />

Dividend relating to 2003 –4 909 –4 909<br />

Treasury shares purchased –1 090 –1 090<br />

Cash flow hedges –7 197 –7 197<br />

Tax effect on cash flow hedges –636 –636<br />

Currency translation differences –545 –545<br />

Balance at 31/12/2004 7 560 38 579 248 168 –6 772 –8 378 279 157<br />

Profit for the year 51 532 51 532<br />

Dividend relating to 2004 –12 271 –12 271<br />

Treasury shares purchased –73 –73<br />

Cash flow hedges –4 185 –4 185<br />

Tax effect on cash flow hedges 332 332<br />

Currency translation differences 2 169 2 169<br />

Balance at 31/12/2005 7 560 38 579 287 429 –6 845 –10 062 316 661<br />

Total


A – Accounting principles<br />

1 General information — AFG Arbonia-Forster-Group (AFG) is a leading supplier of building products within Europe. The Group is<br />

divided into the four main divisions Heating Technology and Sanitary, Kitchens and Refrigeration, Steel Technology, Windows and<br />

Doors. Manufacturing plants are located in Switzerland, Germany and the Czech Republic. AFG owns major brands such as Arbonia,<br />

Kermi, Prolux, Forster, Piatti, Miele Kitchens and EgoKiefer and possesses a strong market position in its home markets in Switzerland<br />

and Germany. International activities especially in Eastern Europe, Russia and the Middle and Far East will rapidly gain importance for<br />

the Group. With its own distribution companies, agencies and partners, AFG is represented in over 80 countries worldwide.<br />

The ultimate parent company, AFG Arbonia-Forster-Holding AG is a corporation organised under Swiss law incorporated and domiciled<br />

at Romanshornerstrasse 4, CH-9320 Arbon. AFG Arbonia-Forster-Holding AG is listed on the SWX Swiss Exchange in Zurich under the<br />

valour number 1213250/ISIN CH0012132509.<br />

These consolidated financial statements have been approved for issue by the Board of Directors of AFG Arbonia-Forster-Holding AG<br />

on 27 February 2006 and require approval from the Annual General Meeting on 21 April 2006. The publication of the consolidated<br />

financial statements occurred on 21 March 2006 at the media and analyst conference.<br />

2 General principles and basis of preparation — The consolidated financial statements of AFG have been prepared in accordance<br />

with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB). As of the pre-<br />

paration date of the consolidated financial statements, all standards issued by the IASB and all interpretations issued by the Interna-<br />

tional Financial Reporting Interpretations Committee (IFRIC) were applied. This also applies to the comparative figures in respect of<br />

2004.<br />

The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates and assump-<br />

tions. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Areas involving<br />

a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial<br />

statements, are disclosed in note 26.<br />

IFRS 1, First-time adoption of International Financial Reporting Standards, has been applied in preparing these financial statements.<br />

AFG has made use of certain exemptions available under IFRS 1, which are disclosed in note 49. Reconciliations and descriptions<br />

of the effect of the transition from Swiss GAAP FER to IFRS on the Group’s equity, net income and cash flows are explained in<br />

note 49.<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

Notes to the Consolidated Financial Statements<br />

3 Reporting entity — The consolidated financial statements are based on the financial statements of the individual group companies<br />

prepared as of 31 December. Subsidiaries are fully consolidated from the date on which control is transferred to the Group (gener-<br />

ally where the interest in votes and share capital is more than 50%). They are deconsolidated from the date that control ceases.<br />

Associated companies – investments between 20% to 50% of the voting shares – are reported at the equity method.


The following changes occurred in the Group:<br />

72 73<br />

In the financial year 2005<br />

– As of 7 July 2005, Forster Management AG, CH-Arbon TG, was renamed to AFG Services AG.<br />

– As of 1 September 2005, Miele Küchenwerk, DE-Warendorf was acquired via an asset deal and integrated into AFG Raumwärmer<br />

GmbH, DE-Riesa. Immediately after the transaction, AFG Raumwärmer GmbH, DE-Riesa was renamed to Warendorfer Küchen GmbH<br />

and its registered seat was relocated to DE-Warendorf. The property was acquired by Hermann Forster Küchen und Hausgeräte<br />

GmbH, DE-Stuttgart. Immediately after the transaction, Hermann Forster Küchen und Hausgeräte GmbH was renamed to AFG<br />

Warendorfer Immobilien GmbH and its registered seat was relocated to DE-Warendorf.<br />

– As of 5 September 2005, the nominal capital of Kermi Italia S.r.l., I-Auer was reduced to EUR 15000 and its registered seat was<br />

relocated to I-Burgstall.<br />

– As of 2 December 2005, AFG Küchen International AG, CH-Arbon TG, was founded.<br />

– As of 12 December 2005, AFG Küchenstudio BeLux GmbH, L-Strassen, was founded.<br />

In the financial year 2004<br />

– As of 1 January 2004, 100% of the shares of Spedition Gächter GmbH, CH-Arbon TG, were acquired and the company became<br />

a corporation during 2004.<br />

– As of 1 February 2004, 100% of the shares of Bruno Piatti AG, CH-Dietlikon ZH, were acquired.<br />

– As of 1 May 2004, 100% of the shares of EgoKiefer AG, CH-Altstätten SG, were acquired.<br />

– As of 30 September 2004, Forster Services AG, CH-Zurich ZH, merged with Forster Küchen- & Kühltechnik AG, CH-Arbon TG.<br />

An overview of all group companies is included in note 50.<br />

4 Full consolidation — In line with the full consolidation method, 100% of all balance sheet and income statement items are<br />

included in the consolidated financial statements. Intercompany transactions, balances and unrealised gains on transactions between<br />

group companies are eliminated.<br />

5 Capital consolidation — Subsidiaries are fully consolidated from the date on which control is transferred to AFG. The purchase<br />

method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value<br />

of the assets given and liabilities incurred or assumed at the date of exchange. The excess of the cost of acquisition over the fair<br />

value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. For acquisitions prior to 1 January 2004, no<br />

goodwill was capitalised.<br />

If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in<br />

the income statement.<br />

Companies which are sold are deconsolidated from the date that control ceases. The difference between the consideration received<br />

and the net assets is recognised in the income statement as other operating income/expenses.


B – Summary of significant accounting policies<br />

6 Significant accounting policies — The principal accounting policies applied in the preparation of these consolidated financial<br />

statements are set out below, from notes 7 to 26. These policies have been consistently applied to all the years presented, unless<br />

otherwise stated. Balance sheet items are generally stated at cost as modified by the revaluation of financial instruments at fair value<br />

through profit or loss. Borrowing costs are not capitalised.<br />

7 Foreign currency translation<br />

Functional and presentation currency<br />

Items included in the financial statements of each group company are measured using the currency of the primary economic environ-<br />

ment in which the company operates (the functional currency). The consolidated financial statements are presented in Swiss Francs<br />

(CHF).<br />

Transactions and balances<br />

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates of the trans-<br />

actions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end<br />

exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except<br />

when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.<br />

Group companies<br />

The results and financial position of all the group companies that have a functional currency different from the presentation currency<br />

are translated into the presentation currency as follows:<br />

Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet. Income and<br />

expenses for each income statement as well as the cash flow statements are translated at average exchange rates. All resulting<br />

exchange differences are recognised as a separate component of equity.<br />

Exchange differences arising on intercompany loans of an equity nature that essentially form part of the company’s net investment<br />

in the foreign entity are classified as equity.<br />

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign<br />

entity and are translated at the closing rate.<br />

The following foreign currency rates have been applied:<br />

Currency Unit<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

Year end rate<br />

2005<br />

Average rate Year end rate<br />

2004<br />

Average rate<br />

EUR 1 1.5570 1.5485 1.5438 1.5441<br />

GBP 1 2.2702 2.2648 2.1830 2.2760<br />

USD 1 1.3156 1.2461 1.1321 1.2430<br />

CZK 100 5.3680 5.1996 5.0675 4.8398<br />

PLN 100 40.3389 38.5113 37.8475 34.0846


74 75<br />

8 Cash and cash equivalents — Cash and cash equivalents include cash on hand, deposits held at call with post and banks, other<br />

short-term highly liquid investments with original maturities not exceeding three months.<br />

9 Securities — Securities within current assets include marketable and easily disposable securities including time deposits with<br />

maturities of between four to twelve months. Securities held for trading are carried at fair value through profit or loss, based on<br />

market prices obtained from the banks. Purchases and sales are recognised on the trade date – the date on which the Group commits<br />

to purchase or sell the security.<br />

Time deposits with maturities of between four to twelve months are carried at face value. As of the balance sheet date, the Group<br />

did not hold any securities, such as bonds or similar items, with the intention of holding to maturity.<br />

10 Receivables — Accounts receivable and other current assets are recognised at net realisable value. A valuation allowance of<br />

accounts receivable is established when there is objective evidence that AFG will not be able to collect all amounts due. Other current<br />

assets include WIR-credits, which are carried at face value less an appropriate provision.<br />

11 Inventories — Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average<br />

cost method based on normal operating capacity. It excludes borrowing costs. Net realisable value is the estimated selling price in<br />

the ordinary course of business, less applicable variable selling expenses. Claimed cash discounts are treated as a reduction of cost.<br />

Items with a low turn-over rate are depreciated and obsolete items are fully written off.<br />

12 Financial assets — Financial assets are initially recognised at cost plus transaction costs. Purchases and sales are recognised on<br />

the trade date – the date on which AFG commits to purchase or sell the security. The classification depends on the purpose for which<br />

the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and reevalu-<br />

ates the designation at every reporting date.<br />

Financial assets held for trading are measured subsequently at fair value through profit or loss as financial income/expenses.<br />

Held-to-maturity financial assets are carried at amortised cost using the effective interest method.<br />

Available-for-sale financial assets are subsequently carried at fair value and changes in the fair value are recognised in equity. When<br />

securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included<br />

in the income statement as financial income/expenses.<br />

Deferred tax assets and capitalised pension surplus are measured at nominal value.<br />

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and AFG has transfer-<br />

red substantially all risk and rewards of ownership.<br />

AFG assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is<br />

impaired.


13 Property, plant and equipment — Land is stated at cost. Buildings, plant, machinery and other equipment are stated at cost<br />

less depreciation. Depreciation is calculated using the straight-line method based on estimated useful lives as stipulated under<br />

note 17.<br />

An asset’s carrying amount is written down to its recoverable amount if the asset’s carrying amount is greater than its estimated<br />

recoverable amount (see also note 16). Impairments are separately disclosed under accumulated depreciation. Repair and mainte-<br />

nance costs are included in the asset’s carrying amount or recognised as a separate asset, only when it is probable that future<br />

economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.<br />

14 Intangible assets — Intangible assets include goodwill, which represents the excess of the cost of an acquisition over the fair<br />

value of the Group’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Impairment on goodwill<br />

(see note 16) is separately disclosed under accumulated impairment losses.<br />

Intangible assets with a finite useful life are amortised. They are measured at cost less accumulated amortisation.<br />

Research and development costs are expensed when incurred, if specific criteria for recognition as intangible assets are not met.<br />

15 Investment property — Investment property, principally comprising land and buildings, is held for long-term rental yields or<br />

appreciation and is predominantly not occupied by AFG. Investment property is carried at cost less accumulated depreciation and any<br />

accumulated impairment losses. Depreciation is calculated using the straight-line method.<br />

The fair value of investment property has been determined using the discounted cash flow method. Based on attainable net rental<br />

income (gross rental income minus operating costs and future refurbishment costs) the discounted cash flows have been calculated<br />

for the next 10 years with a residual value for the time thereafter. The fair value of freehold land has been determined by considering<br />

current local market conditions. The fair value of land with buildings and freehold land of newly acquired subsidiaries has been<br />

determined by external valuers. The fair value of certain other freehold land has been estimated internally.<br />

16 Impairment of assets — Assets subject to amortisation and depreciation, such as property, plant and equipment, other non-<br />

current assets and intangible assets with a definite useful life are reviewed for impairment whenever events or changes in circum-<br />

stances indicate that the carrying amount may not be recoverable. Assets that have an indefinite useful life, such as goodwill, are<br />

tested annually for impairment. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its<br />

recoverable amount. The recoverable amount is based on discounted future cash flows of the most recent financial forecasts. The<br />

applied discount rate is a pre-tax rate using the weighted average cost of capital (WACC) method. For intangible assets with an<br />

indefinite useful life, a perpetual growth rate is implied. For the purpose of assessing impairment, assets are grouped at the lowest<br />

levels for which there are separately identifiable cash flows (cash-generating units).<br />

The impairment review of other non-current assets other than goodwill are based on value-in-use considerations. Land and buildings<br />

(investment property and other property) are generally calculated by external valuers, using the discounted cash flow method. Other<br />

non-current asset estimates are based on internal criteria.<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group


17 Estimated useful lives<br />

76 77<br />

Asset categories Useful lives<br />

(in years)<br />

Office buildings 35–50<br />

Factory buildings 25–40<br />

Investment properties – buildings 25–50<br />

Intangible assets from business acquisitions 10–20<br />

Production machinery 8–20<br />

Transport and storage equipment 8–15<br />

Vehicles 5–10<br />

Tools and moulds 5<br />

Office furniture and equipment up to 5<br />

IT hardware up to 5<br />

Intangible assets (mainly IT software) up to 4<br />

18 Provisions — Provisions are recognised only when AFG has a present legal or constructive obligation as a result of past events,<br />

the amount has been reliably estimated and it is more likely than not that an outflow of resources will be required to settle the<br />

obligation.<br />

Provisions for restructuring are only recognised when costs for such a program can be reliably estimated by virtue of a detailed formal<br />

plan and AFG has a legal or constructive obligation or has raised a valid expectation in those affected.<br />

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation. The increase in<br />

provision due to passage of time is recognised as interest expense.<br />

19 Employee benefit obligations — AFG manages various pension plans within Switzerland and abroad. The plans are funded<br />

through payments to trustee-administered funds or insurance companies or are unfunded arrangements.<br />

Based on their characteristics the pension plans qualify under IAS 19 as defined benefit plans. A defined benefit plan is a pension<br />

plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more<br />

factors such as age, years of service and compensation.<br />

The liability recognised in the balance sheet to pay future retirement benefits is determined using the projected unit credit method,<br />

which is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with<br />

adjustments for unrecognised actuarial gains or losses and past service costs. The present value of the defined benefit obligation is<br />

determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds. Actuarial valua-<br />

tions are carried out on a regular basis by independent actuaries.<br />

Actuarial gains or losses arising from experience adjustments and changes in actuarial assumptions in excess of the greater of 10%<br />

of the value of plan asset or defined benefit obligation are charged or credited to the income statement over the employees’ expected<br />

average remaining working lives.<br />

Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.


Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

20 Non-current financial debt — Financial debts are classified as non-current if AFG has an unconditional right to defer settlement<br />

of the liability for at least 12 months after the balance sheet date.<br />

Non-current financial debts are initially recognised at fair value, net of transaction costs incurred. They are subsequently stated at<br />

amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income<br />

statement over the period of the financial debt, using the effective interest method.<br />

21 Leases — Leases of property, plant and equipment where AFG has substantially all the risk and rewards of ownership are classified<br />

as finance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased asset and the<br />

present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in finance<br />

lease liabilities. Property, plant and equipment acquired under finance leases is depreciated over the useful life of the asset.<br />

Payments made under operating leases are charged to the income statement as other operating expenses.<br />

22 Deferred income tax — Deferred income tax is provided in full, using the liability method, on temporary differences arising<br />

between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income<br />

tax is determined using tax rates that have been enacted by the balance sheet date.<br />

Deferred income tax assets including unused tax loss carryforwards, are recognised to the extent that it is probable that future taxable<br />

profit will be available against which the temporary differences can be utilised.<br />

The book value of capitalised deferred income tax assets is assessed for impairment at each balance sheet date and a loss is recognised<br />

in case of insufficient future taxable profit.<br />

23 Shareholders’ equity — The share premium relates to the Company going public back in 1988.<br />

24 Revenue recognition and other income — Revenue is recognised when risks and rewards of ownership have been transferred<br />

to the buyer.<br />

25 Financial risk management — The Group has written policies in place, covering areas such as cash management and sourcing<br />

of short and long-term borrowings. The management of excess liquidity and the long-term group financing are carried out by a<br />

central treasury department in order to optimise group funds. For this reason AFG ensures a cost-efficient capital funding as well as<br />

matching cash needs with short-term settlement commitments.<br />

Foreign exchange risk — Foreign currency translation differences arise from transactions executed in foreign currencies but settled<br />

in local currencies. To manage such foreign exchange risks, entities in the Group partially use forward currency contracts as defined<br />

by specific written policies.


78 79<br />

The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. The<br />

translation of foreign currencies impacts consolidated profit and shareholders’ equity. The major risk of foreign currency translation<br />

for the Group is the Euro. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily<br />

through borrowings denominated in the relevant foreign currencies.<br />

Credit risk — Credit risk is the Group’s exposure that arises if a counterparty is not willing or capable of fulfilling its commitment to<br />

settle the liability and ultimately the Group incurs a loss.<br />

The credit risk relates primarily to accounts receivable. Due to the broad customer base and the possibility of creating specific<br />

collaterals, the credit risk exposure remains confined. AFG has policies in place to minimise solvency and credit risk. Exposure on<br />

outstanding accounts receivable is regularly monitored and actions are taken when deviations from the arrangements have been<br />

identified. An appropriate allowance has been recorded in the balance sheet for the credit risk based on currently available knowledge.<br />

Interest rate risk — Interest risks arise from the fluctuation of interest rates, which could have an adverse impact on the Group’s<br />

net assets and results. Fluctuations of interest rates of interest-bearing assets and liabilities are impacting on the financial income and<br />

financial expenses. As described under market risks, interest rate fluctuations could have an impact on the fair value of certain financial<br />

assets, financial liabilities and financial instruments. The interest rate risk management of long-term borrowings is managed<br />

centrally. For long-term borrowings in other than the reporting currency, the Group enters occasionally into interest rate swaps.<br />

Liquidity risk — The liquidity is permanently monitored by the group treasury department. Based on cash flow projections, the<br />

Group anticipates developments on the net cash position and takes early steps in case of over- and underfunding respectively.<br />

Market risk — Fluctuations of the fair value of certain financial assets, financial liabilities and financial instruments could have an<br />

impact on the Group’s net assets and results. Changes in the fair value of long-term investments, which are kept by the Group for<br />

strategic reasons, do not impact, except for a permanent impairment, the book value of the investment.<br />

Derivative instruments — Derivative instruments such as forward foreign exchange contracts, interest rate swaps or a combination<br />

of both are initially recognised at cost and subsequently remeasured at their fair value. The fair value is recognised in the balance<br />

sheet in the same position as the hedged item.<br />

The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and<br />

if so, the nature of the item being hedged. The Group designates certain derivatives as a highly probable forecast transaction (cash<br />

flow hedge).<br />

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well<br />

as its risk management objectives and strategy for undertaking various hedge transactions. The Group also documents its assessment,<br />

both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective<br />

in offsetting changes in fair values or cash flows of hedged items.<br />

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges along with the<br />

related changes in deferred taxes are recognised in equity. The gain or loss relating to the ineffective portion as well as all other<br />

hedges are immediately recognised in the income statement.<br />

Fair value estimation<br />

The fair market value of financial instruments traded in active markets (such as publicly traded derivatives and securities) is based on<br />

quoted market prices at the balance sheet date. The quoted market price used for financial assets is the current bid price, the<br />

appropriate quoted market price for financial liabilities is the current asking price.<br />

The nominal value less estimated allowance of accounts receivable is assumed to approximate their fair value. The nominal value of<br />

accounts payables is assumed to approximate their fair value. The fair value of financial liabilities is estimated by discounting the<br />

future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.


26 Critical accounting estimates and assumptions — All estimates and judgements are continually evaluated and are based on<br />

historical experience and other factors, including expectations of future events that are believed to be reasonable under the circum-<br />

stances. AFG makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom<br />

equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the<br />

carrying amounts of assets and liabilities within the next financial year are discussed below.<br />

Estimated impairment of goodwill — The Group tests annually whether goodwill has suffered any impairment, in accordance with<br />

the accounting policy stated in note 16. The recoverable amounts of cash-generating units have been determined based on value-<br />

in-use calculations. These calculations require the use of estimates (see note 33).<br />

C – Explanation to certain positions of the consolidated financial statements<br />

27 Segment information — AFG is organised into four main business divisions plus corporate services.<br />

Heating and Sanitary Division — As the leading European manufacturer of radiators, surface heating systems and shower stalls,<br />

with plants in Germany, Switzerland and the Czech Republic, Heating and Sanitary is the largest division of AFG. Outside its domes-<br />

tic markets of Switzerland and Germany, it is represented by distribution companies in France, Great Britain, Austria, Poland and the<br />

Czech Republic. The division offers a comprehensive range of heating technology products and shower stalls under the brand names<br />

Arbonia, Kermi and Prolux.<br />

Kitchens and Refrigeration Division — The Kitchens and Refrigeration division unifies brand names such as Forster kitchens,<br />

Forster refrigerators, Miele Kitchens and Piatti under one roof. Piatti and Forster kitchens are together the leading manufacturers and<br />

suppliers of kitchens in Switzerland. Miele Kitchens is represented in approximately 50 countries worldwide. Despite operating in<br />

different market segments, the brands complement each other in terms of materials and design. Miele Kitchens and Piatti offer a<br />

broad range of materials whereas Forster is concentrating on steel kitchens.<br />

Steel Technology Division — The Steel Technology division operates in two business units: precision steel tubing and profile sys-<br />

tems (in steel and stainless steel). The precision steel tubing unit offers a broad range of products to a variety of industries for the<br />

production of heating technology, furniture, automotive parts, machines, etc. The slightly smaller profile systems unit, in terms of its<br />

gross sales volume, supplies the construction industry with a range of semi-finished products used in fire/smoke protection and se-<br />

curity applications in public, commercial and industrial buildings. Both units develop and produce all their products and services in<br />

Switzerland.<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

Windows and Doors Division — The Windows and Doors division with the brand EgoKiefer is Switzerland’s leading provider of<br />

windows and doors and develops, produces and sells a full range of these products. Its products, made of materials such as wood,<br />

synthetic or aluminium are used in a variety of areas, including thermal insulation, soundproofing, security and fire protection.<br />

Corporate Services — Corporate Services consists of service and transportation companies, providing their services to group com-<br />

panies and third parties. The results and balances of Corporate Services are included in the column Others and Eliminations.


Primary reporting format – business divisions<br />

Financial year 2004<br />

Balance at 31/12/2004 resp.<br />

in TCHF<br />

Heating<br />

and<br />

Sanitary<br />

Kitchens<br />

and<br />

Refrigeration<br />

Steel<br />

Technology<br />

Windows<br />

and<br />

Doors<br />

Others<br />

and<br />

Eliminations<br />

80 81<br />

Sales with third parties 540 647 205 039 108 637 163 349 8 895 1 026 567<br />

Sales with other divisions 35 37 20 983 –21 055<br />

Net revenues 540 682 205 076 129 620 163 349 –12 160 1 026 567<br />

EBITDA 68 838 17 396 17 759 26 444 –3 078 127 359<br />

in % of net revenues 12.7 8.5 13.7 16.2 12.4<br />

EBIT 43 044 4 452 12 945 13 941 –6 434 67 948<br />

in % of net revenues 8.0 2.2 10.0 8.5 6.6<br />

Financial income 11 862<br />

Financial expenses –18 975<br />

Profit before income tax 60 835<br />

Income tax expense –11 317<br />

Profit for the year 49 518<br />

Average number of employees 2 711 635 308 849 105 4 608<br />

Division operating assets 341 203 118 328 119 061 137 237 715 829<br />

Reconciliation 206 561 206 561<br />

Consolidated assets 922 390<br />

Division operating liabilities 120 809 31 519 7 804 41 050 201 182<br />

Reconciliation 442 051 442 051<br />

Consolidated liabilities 643 233<br />

Capital expenditures<br />

Property, plant and equipment 15 183 35 412 2 479 61 710 2 684 117 468<br />

Intangible assets 287 9 695 34 64 489 2 255 76 760<br />

Total 15 470 45 107 2 513 126 199 4 939 194 228<br />

Depreciation and amortisation<br />

Property, plant and equipment 23 660 8 422 4 737 3 731 1 422 41 972<br />

Intangible assets 1 193 4 473 77 8 773 1 592 16 108<br />

Total 24 853 12 895 4 814 12 504 3 014 58 080<br />

Non-cash transactions except<br />

depreciation and amortisation 6 351 5 822 455 2 121 4 406<br />

Total


The reconciliation of consolidated assets for the financial year 2004 includes, in the column Others and Eliminations, the goodwill of<br />

CHF 33 million. In the position depreciation and amortisation of the column Others and Eliminations, an impairment charge of CHF<br />

1.5 million is included under intangible assets.<br />

Financial year 2005<br />

Balance at 31/12/2005 resp.<br />

in TCHF<br />

Heating<br />

and<br />

Sanitary<br />

Kitchens<br />

and<br />

Refrigeration<br />

Steel<br />

Technology<br />

Windows<br />

and<br />

Doors<br />

Others<br />

and<br />

Eliminations<br />

Sales with third parties 530 899 238 829 123 292 220 525 10 023 1 123 568<br />

Sales with other divisions 37 19 23 671 41 –23 768<br />

Net revenues 530 936 238 848 146 963 220 566 –13 745 1 123 568<br />

EBITDA 57 661 19 436 16 636 26 629 –2 474 117 888<br />

in % of net revenues 10.9 8.1 11.3 12.1 10.5<br />

EBIT 35 725 9 299 11 255 20 451 –3 948 72 782<br />

in % of net revenues 6.7 3.9 7.7 9.3 6.5<br />

Financial income 5 890<br />

Financial expenses –15 861<br />

Profit before income tax 62 811<br />

Income tax expense –11 279<br />

Profit for the year 51 532<br />

Average number of employees 2 619 886 315 871 112 4 803<br />

Division operating assets 328 108 171 028 127 194 147 202 773 532<br />

Reconciliation 204 439 204 439<br />

Consolidated assets 977 971<br />

Division operating liabilities 119 874 56 997 14 575 43 866 235 312<br />

Reconciliation 425 998 425 998<br />

Consolidated liabilities 661 310<br />

Capital expenditures<br />

Property, plant and equipment 14 130 31 196 9 620 8 910 2 503 66 359<br />

Intangible assets 137 12 854 193 898 623 14 705<br />

Total 14 267 44 050 9 813 9 808 3 126 81 064<br />

Depreciation and amortisation<br />

Property, plant and equipment 20 479 8 151 5 291 4 614 986 39 521<br />

Intangible assets 905 1 986 91 1 564 394 4 940<br />

Total 21 384 10 137 5 382 6 178 1 380 44 461<br />

Non-cash transactions except<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

depreciation and amortisation 3 350 5 319 3 349 1 605 1 597<br />

Total


82 83<br />

Sales are comprised of net revenues from sales and services. Net revenues comprise rental income from investment properties in the<br />

amount of CHF 1.8 million (2004: CHF 1.0 million). Related direct operating expenses were CHF 0.6 million (2004: CHF 0.7 million)<br />

and are included within EBITDA.<br />

Secondary reporting format – geographical segments<br />

Financial year 2004<br />

Balance at 31/12/2004 resp.<br />

in TCHF<br />

Switzerland Germany Other<br />

countries<br />

Net revenues by division 422 805 404 487 199 275 1 026 567<br />

Heating and Sanitary 33 870 358 291 148 486 540 647<br />

Kitchens and Refrigeration 199 986 2 389 2 664 205 039<br />

Steel Technology 23 180 38 058 47 399 108 637<br />

Windows and Doors 162 624 725 163 349<br />

Others and Eliminations 3 145 5 749 1 8 895<br />

Consolidated assets 608 965 225 681 87 744 922 390<br />

Capital expenditures<br />

Property, plant and equipment 102 673 8 543 6 252 117 468<br />

Intangible assets 76 502 138 120 76 760<br />

Total 179 175 8 681 6 372 194 228<br />

Financial year 2005<br />

Balance at 31/12/2005 resp.<br />

in TCHF<br />

Switzerland Germany Other<br />

countries<br />

Net revenues by division 505 646 396 568 221 354 1 123 568<br />

Heating and Sanitary 38 775 341 538 150 586 530 899<br />

Kitchens and Refrigeration 216 712 10 136 11 981 238 829<br />

Steel Technology 23 859 41 546 57 887 123 292<br />

Windows and Doors 219 835 690 220 525<br />

Others and Eliminations 6 465 3 348 210 10 023<br />

Consolidated assets 613 691 275 612 88 668 977 971<br />

Capital expenditures<br />

Property, plant and equipment 24 767 39 549 2 043 66 359<br />

Intangible assets 1 824 12 799 82 14 705<br />

Total 26 591 52 348 2 125 81 064<br />

Division results include inter-divisional transfers. Such transactions are entered into under normal commercial terms and conditions<br />

that would also be available to unrelated third parties. These transfers or transactions are eliminated on consolidation.<br />

Total<br />

Total


28 Cash and cash equivalents — Cash and cash equivalents are denominated in the following currencies:<br />

29 Accounts receivable<br />

30 Inventories<br />

A provision in the amount of CHF 19.9 million (2004: CHF 16.7 million) has been provided for obsolete and slow-moving items and<br />

is deducted from inventories. Inventories written down to net realisable value were CHF 0.7 million (2004: CHF 0.4 million). The<br />

write-down of CHF 0.3 million (2004: CHF 0.2 million) has been recognised as an expense of cost of material and goods. Unrealised<br />

gains between group companies are eliminated.<br />

31 Financial assets<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

in TCHF 31/12/2005 31/12/2004<br />

CHF 68 974 74 527<br />

EUR 27 560 17 656<br />

USD 1 723 14 312<br />

Other currencies 6 159 7 308<br />

Total 104 416 113 803<br />

in TCHF 31/12/2005 31/12/2004<br />

Accounts receivable 142 471 123 470<br />

Allowance for accounts receivable –9 489 –8 930<br />

Total 132 982 114 540<br />

in TCHF 31/12/2005 31/12/2004<br />

Raw material and supplies 57 277 71 440<br />

Semi-finished and finished goods 88 795 77 036<br />

Goods purchased for resale 12 625 13 262<br />

Prepayments 145 78<br />

Total 158 842 161 816<br />

in TCHF 31/12/2005 31/12/2004<br />

Investments in associates > 20% < 50% 386 265<br />

Other financial assets 60 51<br />

Loans 1 229 570<br />

Capitalised pension surplus 22 702 16 777<br />

Total 24 377 17 663


32 Property, plant and equipment<br />

in TCHF<br />

Land<br />

and<br />

buildings<br />

Plant<br />

and<br />

machinery<br />

Other<br />

equipment<br />

Prepayments<br />

and assets<br />

under<br />

construction<br />

84 85<br />

Net book value at 01/01/2004 161 420 98 630 18 832 15 638 294 520<br />

Cost<br />

Balance at 01/01/2004 307 388 444 686 80 858 15 638 848 570<br />

Foreign exchange differences –59 –79 –211 716 367<br />

Acquisition of subsidiaries 62 981 22 950 6 682 92 613<br />

Additions 2 758 13 130 5 994 2 971 24 853<br />

Disposals –1 468 –22 652 –8 898 –149 –33 167<br />

Reclassifications 5 902 10 180 –1 657 –14 852 –427<br />

Balance at 31/12/2004 377 502 468 215 82 768 4 324 932 809<br />

Foreign exchange differences 2 897 4 804 673 113 8 487<br />

Acquisition of subsidiaries 20 334 7 021 2 172 29 527<br />

Additions 5 962 7 491 5 191 18 188 36 832<br />

Disposals –495 –8 500 –5 523 –14 518<br />

Reclassifications 530 5 870 628 –7 607 –579<br />

Balance at 31/12/2005 406 730 484 901 85 909 15 018 992 558<br />

Accumulated depreciation<br />

Balance at 01/01/2004 145 968 346 056 62 026 554 050<br />

Foreign exchange differences –360 –342 –205 3 –904<br />

Depreciation 9 489 22 831 9 609 44 41 973<br />

Disposals –1 281 –22 412 –9 201 –32 894<br />

Reclassifications –215 862 –877 –230<br />

Balance at 31/12/2004 153 601 346 995 61 352 47 561 995<br />

Foreign exchange differences 748 3 295 506 3 4 552<br />

Depreciation 10 651 21 342 7 517 11 39 521<br />

Disposals –275 –8 404 –4 994 –13 673<br />

Reclassifications 1 1<br />

Balance at 31/12/2005 164 725 363 228 64 382 61 592 396<br />

Net book value at 31/12/2004 223 901 121 220 21 416 4 277 370 814<br />

Net book value at 31/12/2005 242 005 121 673 21 527 14 957 400 162<br />

<strong>Value</strong> of leased assets contained in other equipment 541<br />

Previous year 1 092<br />

Total


Future aggregate minimum lease payments — The Group has the following future minimum lease payments under non-cancel-<br />

lable leases:<br />

At 31/12/2004 in TCHF<br />

The consolidated income statement contains lease expenses of CHF 10.7 million (2004: CHF 6.3 million).<br />

As of the balance sheet dates, the Group had entered into the following capital commitments for the purchase of property, plant and<br />

equipment and intangible assets:<br />

Operating<br />

Leasing<br />

The fire insurance value of property, plant and equipment is as follows:<br />

Financial<br />

Leasing<br />

within 1 year 3 631 1 582 5 213<br />

between 2 and 5 years 8 959 347 9 306<br />

after 5 years 1 376 1 376<br />

Total 13 966 1 929 15 895<br />

Interest charge –86<br />

Present value of finance leases 1 843<br />

At 31/12/2005<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

within 1 year 4 049 344 4 393<br />

between 2 and 5 years 9 168 55 9 223<br />

after 5 years 878 878<br />

Total 14 095 399 14 494<br />

Interest charge –22<br />

Present value of finance leases 377<br />

in TCHF 31/12/2005 31/12/2004<br />

Property, plant and equipment 4 341 9 349<br />

Intangible assets 330 876<br />

Total 4 671 10 225<br />

in TCHF 31/12/2005 31/12/2004<br />

Buildings 550 710 432 227<br />

Plant and machinery 805 569 564 609<br />

Total 1 356 279 996 836<br />

Land and buildings with a carrying amount of CHF 32 million (2004: CHF 37.9 million) are pledged to secure mortgages.<br />

Total


33 Intangible assets and investment property<br />

in TCHF<br />

Other<br />

intangible<br />

assets<br />

Goodwill Investment<br />

property –<br />

land<br />

Investment<br />

property –<br />

buildings<br />

86 87<br />

Net book value at 01/01/2004 2 611 14 049 6 268 22 928<br />

Cost<br />

Balance at 01/01/2004 13 516 25 149 18 761 57 426<br />

Foreign exchange differences –13 –31 –44<br />

Acquisition of subsidiaries 39 669 16 419 79 56 167<br />

Additions 2 432 34 658 33 37 123<br />

Disposals –627 –79 –706<br />

Reclassifications 427 427<br />

Balance at 31/12/2004 55 404 34 658 41 568 18 763 150 393<br />

Foreign exchange differences 153 14 2 27 196<br />

Acquisition of subsidiaries 8 999 8 999<br />

Additions 1 961 3 745 13 5 719<br />

Disposals –302 –302<br />

Reclassifications 507 72 579<br />

Balance at 31/12/2005 66 722 38 417 41 570 18 875 165 584<br />

Accumulated amortisation/depreciation<br />

Balance at 01/01/2004 10 905 11 100 12 493 34 498<br />

Foreign exchange differences –23 –23<br />

Amortisation/depreciation 14 608 990 15 598<br />

Impairment 1 500 1 500<br />

Disposals –494 –494<br />

Reclassifications 230 230<br />

Balance at 31/12/2004 25 249 1 500 11 100 13 460 51 309<br />

Foreign exchange differences 110 1 20 131<br />

Amortisation/depreciation 4 940 645 5 585<br />

Disposals –302 –302<br />

Reclassifications –1 –1<br />

Balance at 31/12/2005 29 996 1 500 11 101 14 125 56 722<br />

Net book value at 31/12/2004 30 155 33 158 30 468 5 303 99 084<br />

Net book value at 31/12/2005 36 726 36 917 30 469 4 750 108 862<br />

Fair value of investment properties at 31/12/2004 38 766<br />

Fair value of investment properties at 31/12/2005 38 766<br />

Total


Expenses for research and development in the amount of CHF 13.8 million (2004: CHF 13.9 million) have been charged to the income<br />

statement, since they did not fulfil the capitalisation criteria.<br />

All intangible assets included in the column Other intangible assets have been purchased or acquired. No reversal of a previously<br />

recognised impairment loss has taken place.<br />

Goodwill from business combinations is allocated to the Group’s cash-generating units (CGUs) EgoKiefer, Spedition Gächter and<br />

Warendorfer Unternehmen. The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations<br />

use cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the<br />

five year period are extrapolated using the estimated growth rates stated below.<br />

Key assumptions used for<br />

value-in-use calculations<br />

Budgeted gross margins were determined based on past performance and expectations for the market development. The growth<br />

rates used are consistent with the forecasts included in industry reports. The discount rates used are pre-tax and reflect specific risks<br />

relating to the relevant CGUs.<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

in %<br />

The carrying amounts of goodwill by CGU are presented below:<br />

Warendorfer<br />

Unternehmen<br />

Spedition<br />

Gächter<br />

EgoKiefer<br />

Budgeted gross margin 73.7 42.3 62.9<br />

Growth rate 1.0 1.0 1.0<br />

Discount rate 14.0 17.3 10.9<br />

in TCHF<br />

Warendorfer<br />

Unternehmen<br />

Spedition<br />

Gächter<br />

EgoKiefer<br />

At 31/12/2004 0 33 158<br />

At 31/12/2005 3 759 0 33 158


88 89<br />

34 Business combinations — The following fair value of assets and liabilities have arisen from the acquisitions as mentioned under<br />

note 3:<br />

Assets<br />

in TCHF<br />

Warendorfer<br />

Unternehmen<br />

Total<br />

2005<br />

Spedition<br />

Gächter<br />

Piatti<br />

Küchen<br />

EgoKiefer Total<br />

2004<br />

Cash and cash equivalents 112 1 105 1 232 2 449<br />

Accounts receivable 5 977 5 977 637 18 436 15 326 34 399<br />

Other current assets 513 513 48 5 485 5 475 11 008<br />

Inventories 3 914 3 914 30 10 292 30 676 40 998<br />

Deferred income tax assets 2 420 2 420<br />

Financial assets 98 98 339 2 383 9 889 12 611<br />

Property, plant and equipment 29 527 29 527 2 036 32 093 58 484 92 613<br />

Intangible assets 8 999 8 999 9 419 30 251 39 670<br />

Investment property 16 419 79 16 498<br />

Total Assets 51 448 51 448 3 202 95 632 151 412 250 246<br />

Liabilities<br />

Borrowings 264 1 753 11 527 13 544<br />

Accounts payable 2 663 2 663 1 414 37 247 27 009 65 670<br />

Other liabilities 206 1 832 2 038<br />

Accruals and deferred income 2 496 2 496 20 3 581 9 434 13 035<br />

Financial debt 1 842 29 800 27 715 59 357<br />

Provisions 3 245 3 245 3 137 2 110 5 247<br />

Deferred income tax liabilities 1 077 19 284 20 361<br />

Employee benefit obligations 15 765 15 765 1 4 867 2 585 7 453<br />

Total Liabilities 24 169 24 169 3 747 83 294 99 664 186 705<br />

Net assets acquired 27 279 27 279 –545 12 338 51 748 63 541<br />

Goodwill/negative goodwill 3 745 3 745 1 500 –4 950 33 158 29 708<br />

Computed purchase<br />

consideration paid 31 024 31 024 955 7 388 84 906 93 249<br />

Purchase consideration<br />

settled in cash<br />

were as follows:<br />

Cash outflow on acquisitions 31 024 31 024 900 7 050 85 000 92 950<br />

Net cash outflows<br />

were as follows: 2005 2004<br />

Cash outflow on acquisitions 31 024 92 950<br />

Cash and cash equivalents<br />

in subsidiaries acquired<br />

–2 449<br />

Net cash outflow on acquisitions 31 024 90 501


External independent valuers and actuaries have been engaged for the determination of the fair values of land, buildings, investment<br />

properties and the employee benefit obligations.<br />

The identified negative goodwill from the acquisition of Piatti has been directly recognised in the 2004 income statement as financial<br />

income. The acquired businesses contributed the following results to the Group from the date of acquisition:<br />

Due to significant differences in accounting policies used by the acquired businesses prior to their acquisition, it has been impractical to<br />

produce twelve-month revenues and results in conformity with IFRS.<br />

35 Provisions<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

in TCHF<br />

Warendorfer<br />

Unternehmen<br />

Spedition<br />

Gächter<br />

Piatti<br />

Küchen<br />

EgoKiefer Total<br />

Profit/(loss) contributed to the Group in 2004 –114 –7 056 9 933 2 763<br />

Profit/(loss) contributed to the Group in 2005 –707 –707<br />

in TCHF<br />

Warranty Personnel Other<br />

provisions<br />

Balance at 1/1/2004 20 569 6 819 11 874 39 262<br />

Foreign exchange differences –168 –68 –91 –327<br />

Acquisition of subsidiaries 2 743 2 504 5 247<br />

Additional provisions 12 232 5 776 1 692 19 700<br />

Used during the year –10 749 –636 –6 120 –17 505<br />

Unused amounts reversed –1 449 –139 –2 179 –3 767<br />

Balance at 31/12/2004 23 178 11 752 7 680 42 610<br />

Foreign exchange differences 155 112 32 299<br />

Acquisition of subsidiaries 117 3 105 23 3 245<br />

Additional provisions 12 815 2 987 2 216 18 018<br />

Used during the year –12 067 –1 454 –1 250 –14 771<br />

Unused amounts reversed –1 594 –410 –3 536 –5 540<br />

Balance at 31/12/2005 22 604 16 092 5 165 43 861<br />

thereof current at 31/12/2004 11 132 525 1 425 13 082<br />

thereof current at 31/12/2005 11 758 64 3 418 15 240<br />

Total


The current provision is expected to be fully utilised during 2006. The non-current provision is expected to be utilised as follows:<br />

90 91<br />

Warranty — Warranty provisions are assessed for each order individually. In case of a high volume of orders, such an individual<br />

assessment might be impractical and standard rates are applied based on past experience.<br />

Personnel — Personnel provisions comprise mainly a provision for partial retirement.<br />

Other provisions — Other provisions include a restructuring provision and provisions for highly likely additional charges imposed<br />

on indirect taxes.<br />

in TCHF<br />

36 Borrowings and non-current financial debt — On 2 December 2004, AFG Arbonia-Forster-Holding AG completed a private<br />

placement (US PP) with a group of US investors worth USD 160 million, of which 125 million were paid out in US dollars and 27.6<br />

million in Euros. The placement, which is largely hedged against interest and currency risk, is divided into various US dollar and Euro<br />

tranches with terms of between four and ten years.<br />

The non-current financial debt is comprised of the following:<br />

Warranty Personnel Other<br />

provisions<br />

between 2 and 5 years 10 844 3 434 1 725 16 003<br />

after 5 years 12 595 23 12 618<br />

in TCHF<br />

31/12/2005 31/12/2004<br />

Mortgages 6 350<br />

Bond 148 978 148 767<br />

US private placement 206 229 182 955<br />

Swap USD –3 499 8 301<br />

Swap EUR 74 5 126<br />

Total 351 782 351 499<br />

Total


Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

As of the 2005 balance sheet date, mortgages have been reclassified from non-current financial debt to current borrowings since<br />

their redemption will occur in 2006. The US private placement includes covenants covering key ratios such as minimum net worth,<br />

interest coverage ratio and leverage ratio. In the event of non-compliance, the note holders may at any time at their option, declare<br />

the notes then outstanding to be immediately due and payable. AFG was in compliance with the covenants under Swiss GAAP FER<br />

for 2004. AFG complies with the covenants for 2005 on the basis of the consolidated financial statements prepared for the first time<br />

under IFRS, assuming the negotiated covenants under Swiss GAAP FER still remain valid.<br />

The maturities of the non-current financial debts are as follows:<br />

The effective interest rates at the balance sheet date were as follows:<br />

The breakdown of interest bearing liabilities by currency were as follows:<br />

31/12/2005 31/12/2004<br />

between 1 and 2 years 6 350<br />

between 2 and 5 years 167 195 12 042<br />

after 5 years 184 587 333 107<br />

Total 351 782 351 499<br />

31/12/2004<br />

Borrowings 2.8%<br />

As of the balance sheet date, AFG had CHF 134.4 million (2004: CHF 128.5 million) of undrawn credit facilities available.<br />

in TCHF<br />

CHF EUR USD<br />

Financial debt 3.5% 5.1% 5.9% 1)<br />

31/12/2005<br />

Borrowings 2.7%<br />

Financial debt 3.5% 5.1% 5.9% 1)<br />

1) Interest paid is significantly lower due to the cross currency swaps.<br />

in TCHF<br />

31/12/2005 31/12/2004<br />

CHF 155 418 168 121<br />

EUR 42 685 42 291<br />

USD 160 119 154 091<br />

Total 358 222 364 503


92 93<br />

37 Deferred income taxes — Deferred tax assets and liabilities arise due to differences between the group valuation and tax valu-<br />

ation in the following balance sheet items:<br />

Assets<br />

in TCHF<br />

Deferred tax<br />

assets<br />

31/12/2005 31/12/2004<br />

Deferred tax<br />

liabilities<br />

Deferred tax<br />

assets<br />

Deferred tax<br />

liabilities<br />

Accounts receivable 36 1 143 71 1 132<br />

Other current assets 62 32 62<br />

Inventories 895 8 307 992 9 468<br />

Non-current financial assets 344 6 521 347 6 608<br />

Property, plant and equipment 2 462 26 193 3 582 29 433<br />

Intangible assets 6 664 43 5 081<br />

Investment property 594 3 305 1 019 4 790<br />

Liabilities<br />

Current liabilities 127 211 744 808<br />

Non-current liabilities 888 563 102<br />

Current and non-current provisions 2 188 7 750 1 659 8 248<br />

Employee benefit obligations 6 010 3 735<br />

Treasury shares 461 455<br />

Deferred taxes from timing differences 14 005 60 156 13 242 65 732<br />

Offset of deferred tax assets and liabilities –4 464 –4 464 –4 548 –4 548<br />

Net deferred taxes from timing differences 9 541 55 692 8 694 61 184<br />

Deferred tax assets derived from tax loss carryforwards 6 634 7 084<br />

Valuation allowance –5 282 –7 114<br />

Total deferred taxes 10 893 55 692 8 664 61 184<br />

Deferred income tax assets are recognised as tax loss carryforwards and temporary differences to the extent that the realisation of<br />

the related tax benefit through future taxable profits is probable.


Activity in the deferred income tax account is as follows:<br />

Unrecognised tax loss carryforwards<br />

in TCHF<br />

31/12/2005 31/12/2004<br />

Tax loss carryforwards 28 680 27 213<br />

thereof recognised as deferred taxes –6 886 –392<br />

Unused tax loss carryforwards 21 794 26 821<br />

Portion expiring:<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

within 1 year 370<br />

between 2 and 5 years 15 231 21 590<br />

after 5 years 13 079 5 623<br />

Total 28 680 27 213<br />

Tax effect on unrecognised tax loss carryforwards 5 282 7 114<br />

38 Employee benefit obligations — The following amounts are included in the consolidated financial statements:<br />

in TCHF<br />

2005 2004<br />

Balance at 01/01 52 520 35 126<br />

Acquisition of subsidiaries –2 420 20 361<br />

Charged to shareholders‘ equity –332 636<br />

Credited to the income statement –4 969 –3 603<br />

Balance at 31/12 44 799 52 520<br />

in TCHF<br />

31/12/2005 31/12/2004<br />

Present value of funded obligations 297 937 289 304<br />

Fair value of plan assets 335 625 325 062<br />

Overfunding –37 688 –35 758<br />

Present value of unfunded obligations 48 648 26 789<br />

Unrecognised actuarial losses –17 029 –2 354<br />

Pension surplus not capitalised based on IAS 19.58 b 31 525 26 189<br />

Liability (net) recognised in the balance sheet 25 456 14 866<br />

thereof recorded as employee benefit obligations 48 158 31 643<br />

thereof contained in financial assets –22 702 –16 777


The amounts recognised in the income statement under personnel expenses are as follows:<br />

in TCHF<br />

94 95<br />

2005 2004<br />

Current service cost 16 863 16 534<br />

Employee contributions –8 568 –7 801<br />

Interest cost 11 592 11 056<br />

Expected net return on plan assets –14 628 –13 946<br />

Past service cost 370<br />

Actuarial gains/losses recognised during the year –4 992 838<br />

Pension surplus not capitalised 5 334 2 391<br />

Net charges for defined benefit plans 5 971 9 072<br />

The movement in the net liability recognised in the balance sheet is as follows:<br />

2005 2004<br />

Balance at 01/01 14 866 19 994<br />

Foreign exchange differences 339 624<br />

Acquisition of subsidiaries 15 765 –4 042<br />

Total expenses charged to the income statement 5 971 9 072<br />

Contributions paid by the employer –11 485 –10 782<br />

Balance at 31/12 25 456 14 866<br />

2005 2004<br />

Actual return on plan assets 17 212 8 510<br />

The principal actuarial assumptions used were as follows:<br />

Weighted average<br />

2005 2004<br />

Discount rate 3.5% 3.7%<br />

Expected return on plan assets 4.5% 4.5%<br />

Future salary increases 1.6% 1.6%<br />

Future pension increases 0.8% 0.8%<br />

Expected employment in years 9.9 9.7


39 Share capital — The capital structure is as follows:<br />

Category Voting interest Outstanding shares Par value<br />

in CHF<br />

31/12/2005 31/12/2004<br />

Share capital<br />

in CHF<br />

Outstanding shares Par value<br />

in CHF<br />

Share capital<br />

in CHF<br />

Registered shares 68.18% 2 700 000 0.84 2 268 000 2 700 000 0.84 2 268 000<br />

Bearer shares 31.82% 1 260 060 4.20 5 292 252 1 260 060 4.20 5 292 252<br />

Total 100% 3 960 060 7 560 252 3 960 060 7 560 252<br />

Dividends per share<br />

Gross dividend in CHF<br />

2005 2004<br />

proposed authorised<br />

– per bearer share 7.00 7.00<br />

– per registered share 1.40 1.40<br />

Pay-out ratio in % of the profit for the year 24.5% 25.5%<br />

Gross dividend in % of the par value<br />

– per bearer share 167% 167%<br />

– per registered share 167% 167%<br />

Major shareholders<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

31/12/2005 31/12/2004<br />

Voting interest Capital interest Voting interest Capital interest<br />

Dr. Edgar Oehler 59.0% 26.0% 58.9% 26.0%


Earnings per share<br />

Bearer shares<br />

96 97<br />

2005 2004<br />

Profit for the year (proportional in TCHF) 36 320 34 903<br />

Outstanding shares 1 260 060 1 260 060<br />

Less treasury shares (average) –24 461 –24 232<br />

Average number of shares outstanding for the calculation 1 235 599 1 235 828<br />

Undiluted earnings per share in CHF 29.40 28.24<br />

Registered shares<br />

Profit for the year (proportional in TCHF) 15 212 14 615<br />

Outstanding shares 2 700 000 2 700 000<br />

Less treasury shares (average) –112 500 –112 500<br />

Average number of shares outstanding for the calculation 2 587 500 2 587 500<br />

Undiluted earnings per share in CHF 5.88 5.65<br />

There were no dilutive effects impacting the calculation.<br />

40 Treasury shares<br />

Bearer shares<br />

Transaction \-market<br />

value<br />

Number of<br />

shares<br />

2005 2004<br />

Amount Transaction \-market<br />

value<br />

Number of<br />

shares<br />

Amount<br />

in CHF in TCHF in CHF in TCHF<br />

Balance at 01/01 132 24 232 3 197 132 24 232 3 197<br />

Purchases 1 264 275 73<br />

Balance at 31/12 133 24 507 3 270 132 24 232 3 197<br />

Registered shares<br />

Transaction \-market<br />

value<br />

Number of<br />

shares<br />

2005 2004<br />

Amount Transaction \-market<br />

value<br />

Number of<br />

shares<br />

Amount<br />

in CHF in TCHF in CHF in TCHF<br />

Balance at 01/01 32 112 500 3 575 37 67 100 2 485<br />

Purchases 1 24 45 400 1 090<br />

Balance at 31/12 32 112 500 3 575 32 112 500 3 575


41 Other reserves<br />

in TCHF<br />

Foreign<br />

exchange and<br />

hedging<br />

reserves<br />

Currency<br />

translation<br />

Balance at 01/01/2004 0 0 0<br />

Foreign exchange differences of US PP 8 395 8 395<br />

Changes in fair value of CCS –13 426 –13 426<br />

Transactions credited to income statement –2 166 –2 166<br />

Deferred taxes –636 –636<br />

Currency translation differences –545 –545<br />

Balance at 31/12/2004 –7 833 –545 –8 378<br />

Foreign exchange differences of US PP –20 375 –20 375<br />

Changes in fair value of CCS 16 852 16 852<br />

Transactions credited to income statement –662 –662<br />

Deferred taxes 332 332<br />

Currency translation differences 2 169 2 169<br />

Balance at 31/12/2005 –11 686 1 624 –10 062<br />

The interest and currency risk of the US private placement totalling USD 112 million was hedged by way of cross currency swaps<br />

(CCS). These cross currency swaps are identical with the underlying transactions in terms of amount, currencies, interest payment<br />

date and duration. They are considered to be highly effective in offsetting changes in cash flows of the underlying hedged transac-<br />

tions and consequently the Group is applying hedge accounting. The inception date of the underlying transactions and the cross<br />

currency swaps was 2 December 2004 and the maturity date will be on 30 December 2014.<br />

42 Financial results<br />

Financial income<br />

in TCHF<br />

Total<br />

2005 2004<br />

Bank interest 1 021 585<br />

Income from securities 928 121<br />

Impact of exchange rate fluctuations 3 404 6 113<br />

Other financial income 537 93<br />

Release of negative goodwill 4 950<br />

Total 5 890 11 862<br />

Financial expenses<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

Bank interest 536 1 993<br />

Expenses from securities 141<br />

Interests on non-current financial debts 14 322 11 335<br />

Other financial expenses 862 5 647<br />

Total 15 861 18 975


43 Taxes<br />

98 99<br />

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate<br />

applicable to profits of the consolidated companies as follows:<br />

The Group’s applicable tax rate represents the weighted average of the statutory corporate tax rates prevailing in the tax jurisdictions<br />

in which the group companies operate.<br />

in TCHF<br />

2005 2004<br />

Income taxes current year 15 507 16 228<br />

Income taxes previous years 729 –1 746<br />

Changes in deferred income taxes –4 957 –3 165<br />

Total 11 279 11 317<br />

in TCHF<br />

2005 2004<br />

Profit before income tax 62 811 60 835<br />

Weighted average tax rate in % 27.5 29.8<br />

Expected tax charge 17 276 18 154<br />

Income tax reconciliation<br />

Effect of utilisation of previously unrecognised tax losses –15 –664<br />

Effect of non tax deductible expenses and non taxable income –1 534 –2 614<br />

Effect of income and expenses taxed at special rates –43 –1 786<br />

Effect of tax charges related to prior years 288 –1 476<br />

Effect of tax rate changes –3 253 510<br />

Change in unrecognised deferred tax assets –8 219<br />

Other items –1 432 –1 026<br />

Effective tax charge 11 279 11 317<br />

Effective tax rate in % 18.0 18.6


44 Restricted assets — Securities in the amount of CHF 4.4 million (2004: CHF 2.8 million) are under securities lending and there-<br />

fore not readily available.<br />

45 Derivative financial instruments — The Group uses derivative financial instruments to hedge forecast transactions and cash<br />

flows. These financial instruments pertain to currencies of the primary markets and the currencies, in which the liability normally<br />

would have to be settled.<br />

As of the balance sheet date, the following derivative financial instruments were outstanding:<br />

All derivative financial instruments are recognised at their fair values in the balance sheet. These fair values represent market prices<br />

of alike financial instruments as of the balance sheet date. There are no other off-balance sheet forward contracts or options out-<br />

standing.<br />

Interest rate swaps were initially concluded for minimising the exposure to changes in interest rates. Due to early repayment of the<br />

underlying transaction, these instruments were assessed to be ineffective and changes in the fair value are recognised in the income<br />

statement as financial income/expenses.<br />

in TCHF<br />

Forward foreign exchange contracts are entered into for trading purposes and to benefit from changes in market prices. No such<br />

contracts were outstanding at the previous year-end.<br />

The combined instruments of interest rates and forward foreign exchange contracts (cross currency swaps) are identical with the<br />

underlying US private placement transactions in terms of amount, currencies, interest payment date and duration. They are consid-<br />

ered to be highly effective in offsetting changes in cash flows of the underlying hedged transactions and consequently the fair value<br />

of these derivatives are recognised in equity (see note 41).<br />

Contract<br />

amount<br />

31/12/2005 31/12/2004<br />

Fair value<br />

positive negative<br />

Contract<br />

amount<br />

Fair value<br />

positive negative<br />

Interest rate swaps 45 355 –340 72 945 –1 417<br />

Forward foreign exchange contracts 1 636 16<br />

Combination of interest rate swaps and<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

forward foreign exchange contracts 135 924 3 425 135 539 –13 427<br />

Total derivative instruments 182 915 3 441 –340 208 484 –14 844


46 Related party transactions — Members of the board of directors and group management were compensated as follows:<br />

100 101<br />

The following operating transactions were carried out with related parties and the following balances were outstanding as of the<br />

balance sheet date respectively:<br />

The pricing of purchased and sold services with these parties was at arm’s length. There were no guarantees nor loans granted as of<br />

the balance sheet date. Furthermore no provisions were required in 2005 and 2004 for receivables. Piatti Küchenforum AG in Luzern<br />

with a voting interest of 40% is classified as associate. The loan granted to another associate, Immo Services & Consulting GmbH in<br />

Bern, is secured by pledged real estate and interest rates are at commercial terms. The loan can be called in by the end of 2007 at<br />

the earliest in case of non-occurrence of certain predefined events.<br />

in TCHF<br />

2005 2004<br />

Salaries and other short-term employee benefits 3 326 2 512<br />

Total 3 326 2 512<br />

Sales of<br />

services<br />

Purchases<br />

of services<br />

Sales<br />

of goods<br />

Purchases<br />

of goods<br />

Balance on<br />

receivables<br />

Balance<br />

on liabilities<br />

in TCHF 2004 at 31/12/2004<br />

Key management personnel 115 44<br />

Other related parties 630 515 27 23 23 453<br />

Associates 2 131 30<br />

Total 630 515 2 273 23 97 453<br />

Sales of<br />

services<br />

Purchases<br />

of services<br />

Sales<br />

of goods<br />

Purchases<br />

of goods<br />

Balance on<br />

receivables<br />

Balance<br />

on liabilities<br />

in TCHF 2005 at 31/12/2005<br />

Key management personnel 279 3<br />

Other related parties 697 299 10 24 64 24<br />

Associates 2 692 33 650<br />

Total 697 299 2 981 24 100 24 650<br />

Loans<br />

Loans


47 Contingencies — AFG has no contingencies.<br />

48 Events after the balance sheet date — No events occurred between the balance sheet date and the date of this report which<br />

could have a significant influence on the 2005 consolidated financial statements.<br />

49 Transition from Swiss GAAP FER to IFRS — AFG’s consolidated financial statements for the year ended 31 December 2005 will<br />

be the first annual financial statements that comply with IFRS. The transition date is 1 January 2004. The last consolidated financial<br />

statements prepared in accordance with Swiss GAAP FER have been issued for the year ended 31 December 2004.<br />

First time adoption of IFRS — In preparing these consolidated financial statements in accordance with IFRS 1, AFG has applied the<br />

following, optional exemptions and mandatory exceptions from full retrospective application of IFRS.<br />

Exemptions from full retrospective application elected by the Group — AFG has elected to apply the following optional ex-<br />

emptions from full retrospective application.<br />

a) Business combinations — IFRS 3, business combinations, was not applied retrospectively for business combinations that took<br />

place prior to the transition date.<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

b) Fair value or revaluation as deemed cost — Land, buildings and investment properties were measured at the transition date<br />

at their fair value and were stated at their deemed cost at that date.<br />

c) Employee benefits — For all pension plans, the cumulative actuarial gains and losses were recognised at the transition date.<br />

d) Cumulative translation differences — Previously accumulated cumulative translation differences resulting from the translation<br />

of foreign subsidiaries were set to zero at the transition date.<br />

e) Designation of previously recognised financial instruments — Financial assets were either designated as financial assets at<br />

fair value through profit or loss or as available-for-sale at the transition date.


102 103<br />

Exceptions to full retrospective application elected by the Group — AFG has applied the following exceptions from retrospec-<br />

tive application.<br />

a) Estimates — Under IFRS 1, estimates at the transition date should be consistent with estimates made for the same date under<br />

previous GAAP, unless there is objective evidence that those estimates were in error.<br />

b) Derecognition of financial assets and liabilities — Financial assets and liabilities derecognised before the transition date are<br />

not re-recognised under IFRS.<br />

c) Hedge accounting — AFG did not apply hedge accounting at the transition date. AFG started applying hedge accounting for the<br />

first time in December 2004 on cross currency swaps in relation with the issuance of notes of the US private placement.<br />

d) Assets classified as held for sale and discontinued operations — AFG had neither assets that met the held for sale criteria<br />

nor any discontinued operations.<br />

Simultaneously with the transition from Swiss GAAP FER to IFRS, definitions to a greater extent within the balance sheet and to a<br />

lesser extent within the income statement had to be revisited. Assets and liabilities were more stringently divided into current and<br />

non-current, investment properties were separated from land and buildings and provisions were split up based on certain criteria.<br />

These changes led to reclassifications within the balance sheet. Considering the principles of relevance and understandability, reclas-<br />

sifications above CHF 1 million (alphabetical references) and changes in valuation above CHF 0.5 million (numerical references) will<br />

be commented on.


Reconciliation of balance sheet items at 1/1/2004<br />

Assets<br />

Swiss<br />

GAAP FER<br />

Reclassifi-<br />

cation<br />

Valuation<br />

adjustments<br />

Reference in TCHF in TCHF in TCHF in TCHF<br />

Cash and cash equivalents 88 692 –216 88 476<br />

Securities a 10 922 –4 877 6 045<br />

Accounts receivable b 85 075 –3 338 216 81 953<br />

Other current assets c 22 809 –8 715 –186 13 908<br />

Deferred expenses 4 033 -81 3 3 955<br />

Current income tax receivables b/c 331 9 164 107 9 602<br />

Inventories d 1 105 120 2 778 –837 107 061<br />

Current assets 316 982 –5 285 –697 311 000<br />

Deferred income tax assets e 2 4 466 4 221 8 687<br />

Financial assets 3 527 –62 3 576 4 041<br />

Property, plant and equipment d/f 4 369 281 –23 159 –51 602 294 520<br />

Intangible assets 2 452 133 26 2 611<br />

Investment property f 20 317 20 317<br />

Non-current assets 372 260 1 695 –43 779 330 176<br />

Total Assets 689 242 –3 590 –44 476 641 176<br />

Liabilities and Shareholders‘ Equity<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

Accounts payable 29 753 55 29 808<br />

Warrant bond 1994–2004 37 700 37 700<br />

Other liabilities b/g 36 654 –14 595 –15 22 044<br />

Finance lease liabilities 426 –75 351<br />

Accruals and deferred income i 52 068 –11 993 –430 39 645<br />

Current income tax liabilities g/h/i 25 645 12 25 657<br />

Provisions j 13 737 13 737<br />

Current liabilities 156 601 12 849 –508 168 942<br />

Financial debt 133 866 133 866<br />

Finance lease liabilities 948 –341 607<br />

Provisions h/i/j/k 61 978 –36 023 –430 25 525<br />

Deferred income tax liabilities e 5 48 709 4 134 –9 030 43 813<br />

Employee benefit obligations k 6 21 921 2 486 24 407<br />

Non-current liabilities 245 501 –9 968 –7 315 228 218<br />

Total Liabilities 402 102 2 881 –7 823 397 160<br />

Share capital 7 560 7 560<br />

Share premium l 42 500 –3 921 38 579<br />

Treasury shares a 7 5 683 –10 559 –806 –5 682<br />

Retained earnings l/m 8 231 397 8 009 –35 847 203 559<br />

Shareholders‘ equity 287 140 –6 471 –36 653 244 016<br />

Total Liabilities and Shareholders‘ Equity 689 242 –3 590 –44 476 641 176<br />

IFRS


Explanation to certain positions of the balance sheet reconciliation at 1/1/2004 (All amounts are in TCHF)<br />

Reclassification<br />

a — Treasury shares of CHF 4 877 are disclosed under IFRS in shareholders’ equity.<br />

b — As of the balance sheet date, prepayments owed to clients of CHF 2 128 were offset against prepayments from clients.<br />

c — CHF 8 714 were reclassified from other current assets to current income tax receivables.<br />

d — Spare parts and tools of CHF 2 278 previously classified in plant and machinery were reclassified to inventories (supplies).<br />

e — Deferred tax assets of CHF 4 466 were reclassified from deferred income tax liabilities.<br />

104 105<br />

f — Land and buildings were split up into operating and non-operating. Operating land and buildings are disclosed in property, plant<br />

and equipment, while non-operating land and buildings are disclosed in investment property. Land with a book value of CHF 14 048<br />

and buildings in the amount of CHF 6 269 were reclassified to investment property.<br />

g — CHF 13 950 were reclassified from other liabilities to current income tax liabilities.<br />

h — CHF 6 464 were reclassified from non-current provisions to current income tax liabilities.<br />

i — CHF 4 605 were reclassified from accruals and deferred income to current income tax liabilities and CHF 7 575 to current provi-<br />

sions.<br />

j — CHF 13 491 were reclassified from non-current to current provisions.<br />

k — CHF 21 921 employee benefit obligations were reclassified from non-current provisions to employee benefit obligations.<br />

l — CHF 3 921 were reclassified from share premium to retained earnings and the share premium now reflects the premium received<br />

back in 1988 when the Company went public.<br />

m — The reserve for treasury shares in the amount of CHF 5 683 was released and reclassified to retained earnings.<br />

Valuation adjustments<br />

1 — Unrealised gains on transactions between group companies of CHF 2 266 were eliminated. Changes in the valuation of inven-<br />

tory (application of weighted average cost method, IFRS compliant determination of provision for obsolete and slow-moving items)<br />

resulted in an increase of inventory by CHF 1 429.<br />

2 — The increase in deferred tax assets relates to valuation adjustments of other balance sheet items.<br />

3 — For all group companies within Switzerland, an actuarial valuation has been carried out on the pension plans in accordance with<br />

IAS 19. On those plans with an overfunding, an asset of CHF 3 493 was calculated and recorded. For those plans with an underfunding<br />

and therefore a resulting liability, reference is made to note 6.<br />

4 — In light of the transition from Swiss GAAP FER to IFRS, external valuers have determined the fair market value of operating land<br />

and buildings. Under IFRS 1, those fair market values form the basis for future depreciation charges. As of the transition date to IFRS,<br />

an adjustment of CHF –24 851 on land and CHF –26 151 on buildings was necessary. Furthermore a valuation adjustment of CHF 626<br />

for leased vehicles resulted from the application of the present value method.<br />

5 — As a result of all the valuation adjustments, particularly arising from the fair market valuation of land and buildings, deferred<br />

tax liabilities were reduced by CHF 9 030.<br />

6 — The first-time application of actuarial valuations on the Swiss pension plans led, for those plans with an underfunding, to an<br />

increase of the employee benefit obligations by CHF 2 486.<br />

7 — The reclassification of treasury shares into shareholders’ equity and the revaluation to average market value resulted in an<br />

increase of CHF 806.<br />

8 — The consideration of all valuation adjustments led to a decrease of retained earnings by CHF 35 847.


Reconciliation of balance sheet items at 31/12/2004<br />

Assets<br />

Swiss<br />

GAAP FER<br />

Reclassifi-<br />

cation<br />

Valuation<br />

adjustments<br />

Reference in TCHF in TCHF in TCHF in TCHF<br />

Cash and cash equivalents 113 736 67 113 803<br />

Securities 5 560 5 560<br />

Accounts receivable a 117 715 –3 392 217 114 540<br />

Other current assets a 34 468 –15 149 –219 19 100<br />

Deferred expenses 11 093 –845 3 10 251<br />

Current income tax receivables 709 307 1 016<br />

Inventories b 1 159 429 3 114 –727 161 816<br />

Available-for-sale financial assets 79 79<br />

Current assets 442 710 –15 819 –726 426 165<br />

Deferred income tax assets c 2 6 962 1 702 8 664<br />

Financial assets d 3 1 960 –1 094 16 797 17 663<br />

Property, plant and equipment b/e 4 444 727 –38 479 –35 434 370 814<br />

Intangible assets 5 8 536 8 21 611 30 155<br />

Goodwill f 33 158 33 158<br />

Investment property e 35 771 35 771<br />

Non-current assets 455 223 36 326 4 676 496 225<br />

Total Assets 897 933 20 507 3 950 922 390<br />

Liabilities and Shareholders‘ Equity<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

Borrowings g 8 940 4 064 13 004<br />

Accounts payable 41 396 –20 41 376<br />

Other liabilities a/h 63 353 –18 289 145 45 209<br />

Finance lease liabilities 1 556 52 –69 1 539<br />

Accruals and deferred income h/i 55 553 –7 650 –108 47 795<br />

Current income tax liabilities h 7 061 9 7 070<br />

Provisions h/i 12 952 130 13 082<br />

Current liabilities 170 798 –1 830 107 169 075<br />

Financial debt d/g/k 351 919 –420 351 499<br />

Finance lease liabilities 650 –346 304<br />

Provisions h/i/j 6 66 274 –34 465 –2 281 29 528<br />

Deferred income tax liabilities c 7 49 234 5 627 6 323 61 184<br />

Employee benefit obligations j 8 22 724 8 919 31 643<br />

Non-current liabilities 468 077 –6 534 12 615 474 158<br />

Total Liabilities 638 875 –8 364 12 722 643 233<br />

Share capital 7 560 7 560<br />

Share premium l 42 500 –3 921 38 579<br />

Treasury shares m –6 772 –6 772<br />

Other reserves k 9 –5 577 –2 801 –8 378<br />

Retained earnings f/l/m 208 998 45 141 –5 971 248 168<br />

Shareholders‘ equity 259 058 28 871 –8 772 279 157<br />

Total Liabilities and Shareholders‘ Equity 897 933 20 507 3 950 922 390<br />

IFRS


Explanation to certain positions of the balance sheet reconciliation at 31/12/2004 (All amounts are in TCHF)<br />

Reclassification<br />

106 107<br />

a — Prepayments from clients of CHF 2 039 were reclassified to other liabilities. Out of CHF 1 420 from accounts receivable, CHF 694<br />

were reclassified to other current assets and CHF 726 to other liabilities.<br />

b — Spare parts and tools of CHF 3 206 previously classified in plant and machinery were reclassified to inventories (supplies).<br />

c — Deferred tax assets of CHF 6 962 were reclassified from deferred income tax liabilities.<br />

d — Transaction costs in relation to the issuance of the US private placement amounting to CHF 1 059 were capitalised under previ-<br />

ous GAAP. Under IFRS such costs are deducted from the proceeds and the difference to the redemption value is recognised in the<br />

income statement over the period of the borrowing using the effective interest method.<br />

e — Land and buildings were split up into operating and non-operating. Operating land and buildings are disclosed in property, plant<br />

and equipment, while non-operating land and buildings are disclosed in investment property. Land with a book value of CHF 30 467<br />

and buildings in the amount of CHF 5 304 were reclassified to investment property.<br />

f — The purchase price allocation of the acquired companies in 2004 resulted in a goodwill of CHF 33 158 (net book value as at<br />

31/12/2004).<br />

g — Mortgages of CHF 4 000 which mature within one year were reclassified from non-current financial debt to current borrow-<br />

ings.<br />

h — CHF 16 087 previously disclosed in other liabilities were reclassified to current tax liabilities. Current income tax receivables of<br />

all German subsidiaries amounting to CHF 14 773 were offset against current income tax liabilities of CHF 16 087 and the net amount<br />

of CHF 1 314 disclosed under the aforementioned position. CHF 5 536 were reclassified from accruals and deferred income to current<br />

income tax liabilities, CHF 2 043 to current and CHF 700 to non-current provisions.<br />

i — CHF 10 503 were reclassified from non-current provisions to current provisions and CHF 1 183 to accruals and deferred income.<br />

j — CHF 22 788 employee benefit obligations were reclassified from non-current provisions to employee benefit obligations.<br />

k — Under IFRS the Group applies hedge accounting on certain transactions. The change in fair value of CHF 5 032 has been recog-<br />

nised in equity.<br />

l — CHF 3 921 were reclassified from share premium to retained earnings (see note l of the balance sheet reconciliation at<br />

1/1/2004).<br />

m — The reserve for treasury shares in the amount of CHF 6 772 was released and reclassified to retained earnings.<br />

Valuation adjustments<br />

1 — Unrealised gains on transactions between group companies of CHF 1 935 were eliminated. Changes in the valuation of inven-<br />

tory resulted in an increase of inventory by CHF 1 207.<br />

2 — The increase in deferred tax assets relates to valuation adjustments of other balance sheet items.<br />

3 — Actuarial valuations were carried out on the Swiss pension plans in accordance with IAS 19. On those plans with an overfunding,<br />

an asset of CHF 16 777 was calculated and recorded. CHF 11 967 of those assets resulted from the acquired companies in 2004.<br />

4 — In light of the transition from Swiss GAAP FER to IFRS, external valuers have determined the fair market value of operating land<br />

and buildings. Under IFRS 1, those fair market values form the basis for future depreciation charges. As of 31 December 2004 an<br />

adjustment after depreciation charges of CHF –24 840 on land and CHF –23 342 on buildings was necessary. The purchase price<br />

allocation for the acquired companies in 2004 resulted in an increase of land and buildings by CHF 16 657. Those fair market values<br />

were determined by external valuers. A further valuation adjustment of CHF –4 000 relates to adjustments to their fair value of<br />

machinery (CHF –3 421) and other equipment (CHF –602) carried under previous GAAP at cost.<br />

5 — During the purchase price allocation of the acquired companies, CHF 24 210 of intangible assets were identified. A reassessment<br />

of the useful life of intangible assets led to an increase of amortisation charges by CHF 2 640.<br />

6 — Some CHF 2 281 of non-current provisions did not meet the definition of a provision as stipulated under IFRS and were therefore<br />

released to the income statement.


7 — Valuation adjustments identified during the transition to IFRS resulted in additional deferred income tax liabilities of CHF 6 323.<br />

The significant increase of deferred income tax liabilities as compared to 1/1/2004 primarily can be explained by the acquired com-<br />

panies during 2004 (CHF 15 408).<br />

8 — Actuarial valuations of the Swiss pension plans revealed, for those plans with an underfunding, an employee benefit obligation<br />

of CHF 8 919.<br />

9 — Due to the application of hedge accounting, foreign exchange differences of CHF 2 166 were brought from the income state-<br />

ment to equity. Additionally, CHF 636 of deferred taxes were recognised directly in equity.<br />

Reconciliation of income statement items for 2004<br />

Swiss<br />

GAAP FER<br />

Reclassification<br />

Valuation<br />

adjustments<br />

Reference in TCHF in TCHF in TCHF in TCHF<br />

Net revenues a 1 1 021 819 3 986 762 1 026 567<br />

Other operating income a/b/c 6 312 3 047 64 9 423<br />

Capitalised own services 2 372 –3 2 369<br />

Changes in inventories of semi-finished<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

and finished goods –25 046 784 36 –24 226<br />

Net operating performance 1 005 457 7 814 862 1 014 133<br />

Cost of material and goods b –430 368 –7 055 390 –437 033<br />

Personnel expenses c/d 2 –319 666 –3 612 2 064 –321 214<br />

Other operating expenses b/c/d 3 –129 180 2 409 –1 756 –128 527<br />

EBITDA 126 243 –444 1 560 127 359<br />

Depreciation and amortisation 4 –53 084 –1 355 –4 972 –59 411<br />

EBIT 73 159 –1 799 –3 412 67 948<br />

Financial income b 5 4 826 1 791 5 245 11 862<br />

Financial expenses –18 927 –48 –18 975<br />

Other expenditure (net) –56 56<br />

Profit before income tax 59 002 1 833 60 835<br />

Income tax expense 6 –11 905 588 –11 317<br />

Profit for the year 47 097 2 421 49 518<br />

IFRS


Explanation to certain positions of the income statement reconciliation for 2004 (All amounts are in TCHF)<br />

Reclassification<br />

a — CHF 4 410 were reclassified from other operating income to net revenues.<br />

108 109<br />

b — Under previous GAAP, proceeds including such items as scrap metal were recognised as a deduction from cost of material and<br />

goods. Under IFRS they are disclosed in other operating income (CHF 5 974). Supply material in the amount of CHF 1 465 was reclas-<br />

sified to other operating expenses and income of CHF 1 857 to financial income.<br />

c — Meal and equipment vouchers paid by staff in the amount of CHF 2 026 were reclassified to other operating income, whereas<br />

under previous GAAP, they were recognised as a deduction from personnel expenses and other operating expenses.<br />

d — CHF 1 500 were reclassified from other operating expenses to personnel expenses.<br />

Valuation adjustments<br />

1 — CHF 846 of lump-sum warranty provision and allowance for accounts receivable were released.<br />

2 — CHF 2 226 of provision for employee benefit obligations as determined under IAS 19 were released.<br />

3 — Low-value assets in the amount of CHF 1 388 were not capitalised but immediately recognised in the income statement as<br />

other operating expenses.<br />

4 — The variance in depreciation and amortisation resulted from the transition of Swiss GAAP FER to IFRS, whereas the depreciation<br />

basis of depreciable assets were redefined (CHF –1 700) and additional CHF 6 725 of amortisation charges were recognised as a result<br />

of the identified intangible assets during the purchase price allocation of the newly acquired companies (see note 34).<br />

5 — The purchase price allocation identified a negative goodwill of CHF 4 950. The valuation adjustment of the US private placement<br />

and its hedging instruments impacted the income statement by CHF 2 508 and the change in accounting policies of securities by<br />

CHF –938.<br />

6 — An adjustment of deferred income taxes by CHF 588 on temporary differences resulted from the various valuation adjust-<br />

ments.<br />

Explanation to the cash flow statement 2004<br />

The cash flow statement prepared in accordance with IFRS does not highlight any significant differences with the cash flow statement<br />

prepared in accordance with Swiss GAAP FER. Only the different translation methods of cash flows denominated in foreign curren-<br />

cies, the previously mentioned reclassification and valuation adjustments led to an impact in the cash flow statement.


50 Subsidiaries<br />

Number<br />

Company<br />

G Production/Sales<br />

M Trade<br />

Heating Technology and Sanitary<br />

P Services/Finances<br />

Head Office<br />

1 Arbonia AG Arbon, CH 4.000 CHF 100% 23 G<br />

2 AFG Arbonia-Forster-Riesa GmbH Riesa, DE 0.614 EUR 100% 24 G<br />

3 Heizkörper Prolux AG Arbon, CH 1.000 CHF 100% 1 M<br />

4 Arbonia France Sàrl Walheim, F 0.600 EUR 100% 1 M<br />

5 Arbonia Austria GmbH Wien, A 0.035 EUR 100% 24 M<br />

6 Kermi GmbH Plattling, DE 15.339 EUR 100% 24 G G<br />

7 Kermi France SAS St-Ouen-l’Aumône, F 1.500 EUR 100% 6<br />

8 Kermi Sro Strìbro, CZ 195.000 CZK 100% 6 G G<br />

9 Kermi Sp.z.o.o. Wroclaw, PL 0.900 PLN 100% 6<br />

10 Kermi UK Ltd Corby, GB 0.150 GBP 100% 6<br />

11 Kermi Italia Srl Burgstall, I 0.015 EUR 100% 6<br />

Kitchens and Refrigeration<br />

12 Forster Küchen- & Kühltechnik AG Arbon, CH 2.000 CHF 100% 23 G G<br />

13 AFG Arbonia Forster Italia Srl Burgstall, I 0.052 EUR 100% 12 M<br />

14 Bruno Piatti AG Dietlikon, CH 3.000 CHF 100% 23 G<br />

15 Cucine Piatti SA Contone, CH 0.100 CHF 100% 14 M<br />

16 Warendorfer Küchen GmbH Warendorf, DE 0.102 EUR 100% 24 G<br />

17 AFG Warendorfer Immobilien GmbH Warendorf, DE 0.051 EUR 100% 24 P<br />

18 AFG Küchen International AG Arbon, CH 1.000 CHF 100% 23 P<br />

19 AFG Küchenstudio BeLux GmbH Strassen, L 0.013 EUR 100% 18 M<br />

Steel Technology<br />

20 Forster Rohr- & Profiltechnik AG Arbon, CH 4.000 CHF 100% 23 G<br />

Windows and Doors<br />

21 EgoKiefer AG Altstätten, CH 8.000 CHF 100% 23 G<br />

22 Usines Ego SA Villeneuve, CH 0.700 CHF 100% 21 P<br />

Corporate Services<br />

Consolidated Financial Statements AFG Arbonia-Forster-Group<br />

23 AFG Arbonia-Forster-Holding AG Arbon, CH 7.560 CHF P<br />

24 AFG Arbonia-Forster-Deutschland GmbH Plattling, DE 0.511 EUR 100% 23 P<br />

25 AFG Arbonia-Forster-Finance Ltd Guernsey, GB 0.000 EUR 100% 23 P<br />

26 AFG Management AG Arbon, CH 0.250 CHF 100% 23 P<br />

27 AF Beteiligungs AG Arbon, CH 0.500 CHF 100% 23 P<br />

28 AFG Services AG Arbon, CH 0.250 CHF 100% 23 P<br />

29 Asta AG Frasnacht, CH 0.120 CHF 100% 23 P<br />

30 Spedition Gächter AG Arbon, CH 0.100 CHF 100% 23 P<br />

Share Capital in million<br />

Interest in Capital<br />

Parent Company<br />

Heaters/Radiators<br />

Shower Stalls<br />

M M<br />

M M<br />

M M<br />

M M<br />

Refrigeration<br />

Kitchens<br />

Steel Technology<br />

Windows and Doors<br />

Logistic<br />

Services/Finance


To the General Meeting of<br />

AFG Arbonia-Forster-Holding AG, Arbon<br />

St. Gallen, 27 February 2006<br />

Report of the group auditors<br />

110 111<br />

As group auditors, we have audited the consolidated financial statements (income statement, balance sheet, cash flow statement,<br />

statement of changes in equity and notes, pages 68 to 110) of AFG Arbonia-Forster-Group for the year ended 31 December 2005.<br />

These consolidated financial statements are the responsibility of the board of directors. Our responsibility is to express an opinion on<br />

these consolidated financial statements based on our audit. We confirm that we meet the legal requirements concerning profes-<br />

sional qualification and independence.<br />

Our audit was conducted in accordance with Swiss Auditing Standards and International Standards on Auditing (ISA), which require<br />

that an audit be planned and performed to obtain reasonable assurance about whether the consolidated financial statements are<br />

free from material misstatement. We have examined on a test basis evidence supporting the amounts and disclosures in the con-<br />

solidated financial statements. We have also assessed the accounting principles used, significant estimates made and the overall<br />

consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.<br />

In our opinion, the consolidated financial statements give a true and fair view of the financial position, the results of operations, the<br />

changes in equity and the cash flows in accordance with International Financial Reporting Standards (IFRS) and comply with Swiss<br />

law.<br />

We recommend that the consolidated financial statements submitted to you be approved.<br />

Ernst & Young AG<br />

Markus Oppliger Louis Siegrist<br />

Swiss Certified Accountant Swiss Certified Accountant<br />

(in charge of the audit)


Income Statement<br />

Financial Statements AFG Arbonia-Forster-Holding AG<br />

2005 2005 2004 2004<br />

in TCHF % in TCHF %<br />

Financial income 48 567 19 728<br />

Other income 3 329 2 264<br />

Total revenues 51 896 100.0 21 992 100.0<br />

Personnel expenses –2 296 –4.4 –1 067 –4.9<br />

Financial expenses –22 609 –43.6 –11 138 –50.6<br />

Taxes –397 –0.8<br />

Depreciation –50 –0.1 –1 144 –5.2<br />

Other expenses –1 647 –3.2 –2 144 –9.7<br />

Total expenses –26 999 –52.0 –15 493 –70.4<br />

Net profit for the year 24 897 48.0 6 499 29.6


Balance Sheet<br />

Assets<br />

112 113<br />

2005 2005 2004 2004<br />

in TCHF % in TCHF %<br />

Cash and cash equivalents 65 660 81 663<br />

Securities 12 132 12 199<br />

Accounts receivable from third parties 234 190<br />

Accounts receivable from group companies 56 722 539<br />

Deferred expenses 43 73<br />

Current assets 134 791 21.0 94 664 15.0<br />

Tangible fixed assets 76 126<br />

Investments 300 708 276 608<br />

Loans to group companies 206 305 257 594<br />

Other financial assets 987 1 110<br />

Non-current assets 508 076 79.0 535 438 85.0<br />

Total Assets 642 867 100.0 630 102 100.0<br />

Liabilities and Shareholders‘ Equity<br />

Liabilities to third parties 294 618<br />

Liabilities to group companies 9 003<br />

Accruals and deferred income 4 189 3 902<br />

Current liabilities 13 486 2.1 4 520 0.7<br />

Loans from group companies 11 938<br />

Provisions 66 094 66 094<br />

Bond 2004–2010 148 978 148 767<br />

Notes 195 936 193 035<br />

Non-current liabilities 411 008 63.9 419 834 66.6<br />

Total Liabilities 424 494 66.0 424 354 67.3<br />

Share capital 7 560 7 560<br />

General legal reserve 42 812 42 812<br />

Other reserves 10 000 10 000<br />

Reserve for treasury shares 6 845 6 773<br />

Retained earnings 151 156 138 603<br />

Shareholders‘ equity 218 373 34.0 205 748 32.7<br />

Total Liabilities and Shareholders‘ Equity 642 867 100.0 630 102 100.0


Financial Statements AFG Arbonia-Forster-Holding AG<br />

Notes to the Financial Statements<br />

1 Guarantees, warranty obligations and collateral in favour of third parties — The following guarantees were issued for the<br />

companies listed below:<br />

Deutsche Bank AG<br />

2 Securities Lending<br />

3 Operating leases<br />

Lease liabilities contain all amounts of future costs, including interest costs.<br />

4. Bonds/Notes — Refer to point 36 in the notes to the consolidated financial statements.<br />

2005 2004<br />

in favour of Kermi GmbH in TEUR 10 000 10 000<br />

in favour of Arbonia AG in TEUR 300 300<br />

in favour of Heizkörper Prolux AG in TEUR 100 100<br />

in favour of Spedition Gächter AG in TEUR 10<br />

Thurgauer Kantonalbank<br />

in favour of Asta AG, Spedition Gächter AG and<br />

Forster Küchen- & Kühltechnik AG in TCHF 2 945 7 100<br />

Zürcher Kantonalbank<br />

in favour of Bruno Piatti AG in TCHF 1 000<br />

HypoVereinsbank<br />

in favour of Kermi GmbH in TEUR 11 000 11 000<br />

in favour of Kermi Sro in TEUR 1 000 1 000<br />

in favour of AFG Arbonia-Forster-Deutschland GmbH in TEUR 5 000<br />

in favour of Warendorfer Küchen GmbH in TEUR 356<br />

AFG Arbonia-Forster-Finance Ltd.<br />

in favour of AFG Arbonia-Forster-Deutschland GmbH in TEUR 73 200 69 900<br />

2005 2004<br />

Securities Lending in TCHF 4 407 2 757<br />

2005 2004<br />

Operating leases in TCHF 78 213


5 Investments<br />

Company<br />

P = Production T = Trade S = Service Sh = Shipping<br />

6 Treasury shares — Refer to point 40 in the notes to the consolidated financial statements.<br />

7 Major shareholders — Refer to point 39 in the notes to the consolidated financial statements.<br />

8 Off balance sheet items<br />

Share capital<br />

114 115<br />

31/12/2005<br />

31/12/2004<br />

Interest in capital Share capital Interest in capital<br />

in T in % in T in %<br />

Arbonia AG P/T CHF 4 000 100.0 CHF 4 000 100.0<br />

AF Beteiligungs AG S CHF 500 100.0 CHF 500 100.0<br />

Asta AG Sh CHF 120 100.0 CHF 120 100.0<br />

Forster Rohr- & Profiltechnik AG P/T CHF 4 000 100.0 CHF 4 000 100.0<br />

Forster Küchen- & Kühltechnik AG P/T CHF 2 000 100.0 CHF 2 000 100.0<br />

AFG Services AG S CHF 250 100.0 CHF 250 100.0<br />

AFG Arbonia-Forster-Deutschland GmbH S EUR 511 100.0 EUR 511 100.0<br />

AFG Arbonia-Forster-Finance Ltd S EUR 0 100.0 EUR 0 100.0<br />

AFG Management AG S CHF 250 100.0 CHF 250 100.0<br />

Bruno Piatti AG P/T CHF 3 000 100.0 CHF 3 000 100.0<br />

EgoKiefer AG P/T CHF 8 000 100.0 CHF 8 000 100.0<br />

Spedition Gächter AG Sh CHF 100 100.0 CHF 100 100.0<br />

AFG Küchen International AG S CHF 1 000 100.0<br />

Combination of interest rate swaps and<br />

in TCHF<br />

Contract<br />

amount<br />

2005<br />

Fair value<br />

positive negative<br />

Contract<br />

amount<br />

2004<br />

Fair value<br />

positive negative<br />

forward foreign exchange contracts 135 924 3 425 135 539 –14 045<br />

Forward foreign exchange contracts 1 636 16<br />

Total derivative instruments 137 560 3 441 135 539 –14 045<br />

The combination of interest rate swaps and forward foreign exchange contracts transactions are used solely for hedging interest and<br />

currency risks for long-term loans. The positive fair value results from the market valuation of interest and currency risks. The positive<br />

fair value has not been recorded because the interest as well as the currency risks are hedged over the entire term of the loan.


Financial Statements AFG Arbonia-Forster-Holding AG<br />

Appropriation of Retained Earnings<br />

The Board of Directors will propose at the Annual General Meeting of the shareholders on 21 April 2006 the approval for the distribu-<br />

tion of retained earnings as follows:<br />

in TCHF<br />

2005<br />

proposed<br />

2004<br />

authorised<br />

Net profit for the year 24 897 6 499<br />

Retained earnings carried forward from previous year 126 003 133 063<br />

Plus undistributed dividends from treasury shares 1) 329 131<br />

Allocation from/to reserve for treasury shares –73 –1 090<br />

Retained earnings 151 156 138 603<br />

Distribution as follows:<br />

Distribution of a dividend 1) 12 600 12 600<br />

Retained earnings carried forward 138 556 126 003<br />

Total 151 156 138 603<br />

1) No distribution of a dividend for treasury shares at the time of payment.


To the General Meeting of<br />

AFG Arbonia-Forster-Holding AG, Arbon<br />

St. Gallen, 27 February 2006<br />

Report of the statutory auditors<br />

As statutory auditors, we have audited the accounting records and the financial statements (income statement, balance sheet and<br />

notes, pages 112 to 116) of AFG Arbonia-Forster-Holding AG for the year ended 31 December 2005.<br />

These financial statements are the responsibility of the board of directors. Our responsibility is to express an opinion on these finan-<br />

cial statements based on our audit. We confirm that we meet the legal requirements concerning professional qualification and inde-<br />

pendence.<br />

Our audit was conducted in accordance with Swiss Auditing Standards, which require that an audit be planned and performed to<br />

obtain reasonable assurance about whether the financial statements are free from material misstatement. We have examined on a<br />

test basis evidence supporting the amounts and disclosures in the financial statements. We have also assessed the accounting prin-<br />

ciples used, significant estimates made and the overall financial statement presentation. We believe that our audit provides a reason-<br />

able basis for our opinion.<br />

In our opinion, the accounting records, the financial statements and the proposed appropriation of available earnings comply with<br />

Swiss law and the company‘s articles of incorporation.<br />

We recommend that the financial statements submitted to you be approved.<br />

Ernst & Young AG<br />

Markus Oppliger Louis Siegrist<br />

Swiss Certified Accountant Swiss Certified Accountant<br />

(in charge of the audit)<br />

116 117


Supplementary Information for Investors<br />

Category and number of shares<br />

2005 1) 2004 1) 2003 2) 2002 2)<br />

Bearer CHF 4.20 1 260 060 1 260 060 1 260 060 1 260 060<br />

Registered CHF 0.84 2 700 000 2 700 000 2 700 000 2 700 000<br />

Stock market prices in CHF<br />

Bearer highest 394 197 162 108<br />

Bearer lowest 175 149 54 66<br />

Bearer 31/12 347 182 154 75<br />

Gross dividends in CHF<br />

3), 4)<br />

Bearer shares 7.00 7.00 2.80 0.00<br />

Registered shares 1.40 1.40 0.56 0.00<br />

Profit for the year in CHF<br />

Per bearer share 29.40 28.24 10.99 9.61<br />

Per registered share 5.88 5.65 2.39 2.09<br />

Consolidated cash flow from operating activities in CHF<br />

Per bearer share 46.56 17.18 40.25 43.03<br />

Per registered share 9.31 3.44 8.77 9.37<br />

Consolidated shareholders‘ equity in CHF<br />

Per bearer share 175.91 155.08 155.37 146.44<br />

Per registered share 35.18 31.02 33.84 31.90<br />

Market capitalisation bearer shares in CHF million 5) 437.2 229.3 194.0 94.5<br />

Capitalisation bearer and registered shares in CHF million 6) 624.6 327.6 277.2 135.0<br />

Pay-out ratio (% of the profit for the year) 3) 24% 25% 25% 0%<br />

Price/earnings ratio per bearer in CHF<br />

Highest 13.76 7.16 14.74 11.23<br />

Lowest 6.11 5.42 4.91 6.86<br />

Price/cash flow ratio per bearer in CHF<br />

Highest 8.46 11.47 4.02 2.51<br />

Lowest 3.76 8.67 1.34 1.53<br />

1) Data from 2004 onwards = IFRS<br />

2) Data up to 2003 = Swiss GAAP FER<br />

3) 2005 proposal to the Annual General Meeting<br />

4) 2002 a repayment of par value (bearer shares CHF 2.80; registered shares CHF 0.56)<br />

was made instead of a dividend payment<br />

5) Last paid price for bearer shares in the particular year<br />

6) Registered shares, which are not quoted at the SWX, are included for calculation<br />

at a ratio of 1:5


History<br />

Development of<br />

AFG Arbonia-Forster-Holding AG<br />

1874 — F.J. Forster opens a coppersmith’s shop in Arbon TG<br />

1904 — Karl Schnitzler sets up a workshop for Arbonia heat exchangers<br />

1954 — Conversion of sole proprietorship to limited company Arbonia AG<br />

1958 — Transfer of the majority of shares to Jakob Züllig<br />

1973 — Transfer of the majority of shares of Hermann Forster AG (founded 1874<br />

as a coppersmith workshop, expansion of business to include steel tube<br />

production in 1915, conversion of sole proprietorship to limited company<br />

Hermann Forster AG in 1922, start-up of kitchen and refrigerator<br />

production in 1953)<br />

1987 — Founding of AFG Arbonia-Forster-Holding AG<br />

1988 — AFG listed on the Stock Exchange<br />

1992 — Founding of AFG Arbonia-Forster-Riesa GmbH in Riesa, Saxony<br />

1999 — Takeover of Prolux Heizkörper AG (founded 1978)<br />

1999 — Death of Jakob Züllig, President and CEO<br />

2001 — Takeover of Kermi GmbH (founded 1960, founding of Kermi s.r.o.<br />

in Strˇíbro, Czech Republic, in 1996)<br />

2003 — The Züllig heirs sell their majority share to Edgar Oehler, Ph.D.,<br />

new Chairman of the Board of Directors and CEO<br />

2004 — Takeover of Spedition Gächter AG (founded 1976)<br />

2004 — Takeover of Bruno Piatti AG (founded 1948)<br />

2004 — Takeover of EgoKiefer AG (founded 1932)<br />

2005 — Takeover of Miele Kitchens (started manufacturing kitchens in 1975)<br />

and foundation of Warendorfer Küchen GmbH and AFG Kitchen International Ltd.<br />

118 119


AFG Companies and Adresses<br />

AFG Arbonia-Forster-Holding AG<br />

Romanshornerstrasse 4<br />

P.O. Box 134<br />

CH-9320 Arbon<br />

T +41 71 447 41 41<br />

F +41 71 447 45 88<br />

holding@afg.ch<br />

AFG Arbonia-Forster-Deutschland GmbH<br />

Pankofen-Bahnhof 1<br />

DE-94447 Plattling<br />

T +49 9931 50 10<br />

F +49 9931 30 75<br />

AFG Arbonia-Forster-Riesa GmbH<br />

Heinrich-Schönberg-Strasse 3<br />

DE-01591 Riesa<br />

T +49 3525 74 60<br />

F +49 3525 74 62 57<br />

info@arbonia.de<br />

AFG Arbonia Forster Italia srl<br />

Romstrasse 85<br />

I-39014 Burgstall-Bozen<br />

T +39 473 291 591<br />

F +39 473 290 270<br />

forster.kuechen.meran@afg.ch<br />

AFG Küchen International AG<br />

Romanshornerstrasse 4<br />

CH-9320 Arbon<br />

T +41 71 447 41 41<br />

F +41 71 447 45 89<br />

AFG Küchenstudio BeLux GmbH<br />

Route d’Arlon 117<br />

B.P. 95<br />

L-8001 Strassen<br />

T +35 231 36 36<br />

F +35 231 38 90<br />

AFG Management AG<br />

Romanshornerstrasse 4<br />

P.O. Box 134<br />

CH-9320 Arbon<br />

T +41 71 447 41 41<br />

F +41 71 447 45 49<br />

AFG Services AG<br />

Zelgstrasse 3<br />

P.O. Box 550<br />

CH-9320 Arbon<br />

T +41 71 447 45 45<br />

F +41 71 447 42 95<br />

info@afg.ch<br />

AFG Warendorfer Immobilien GmbH<br />

Mielestrasse 1<br />

DE-48231 Warendorf<br />

T +49 2581 59 0<br />

F +49 2581 59 20 90<br />

info@miele-kuechen.de<br />

Arbonia AG<br />

Industriestrasse 23<br />

CH-9320 Arbon<br />

T +41 71 447 47 47<br />

F +41 71 447 48 47<br />

verkauf@arbonia.ch<br />

Arbonia Austria GmbH<br />

Lampigasse 11/1<br />

A-1020 Wien<br />

T +43 374 82 32<br />

F +43 374 82 33<br />

office@arbonia.at<br />

Arbonia France Sàrl<br />

Zone artisanale<br />

Grand Rue<br />

F-68130 Walheim<br />

T +33 389 40 02 53<br />

F +33 389 40 04 25<br />

probst.arbonia@wanadoo.fr


Asta AG<br />

Industriestrasse 12<br />

P.O. Box 650<br />

CH-9320 Arbon<br />

T +41 71 447 49 49<br />

F +41 71 447 49 50<br />

asta@afg.ch<br />

Bruno Piatti AG<br />

Riedmühlestrasse 16<br />

CH-8305 Dietlikon<br />

T +41 44 835 51 11<br />

F +41 44 833 07 41<br />

info@piatti.ch<br />

EgoKiefer AG<br />

Schöntalstrasse 2<br />

CH-9450 Altstätten<br />

T +41 71 757 33 33<br />

F +41 71 757 35 50<br />

zentrale@egokiefer.ch<br />

EgoKiefer SA<br />

Zone Industrielle A11<br />

CH-1844 Villeneuve<br />

T +41 21 967 08 00<br />

F +41 21 967 08 10<br />

villeneuve@egokiefer.ch<br />

Forster Küchen- & Kühltechnik AG<br />

Forster Küchen<br />

Egnacherstrasse 37<br />

P.O. Box 600<br />

CH-9320 Arbon<br />

T +41 71 447 41 41<br />

F +41 71 447 46 50<br />

forster.kuechen@afg.ch<br />

Forster Küchen- & Kühltechnik AG<br />

Forster Kühlen<br />

Zelgstrasse 3<br />

P.O. Box 500<br />

CH-9320 Arbon<br />

T +41 71 447 41 41<br />

F +41 71 447 42 98<br />

forster.kuehlen@afg.ch<br />

Forster Rohr- & Profiltechnik AG<br />

Forster Präzisionsstahlrohre<br />

Industriestrasse 24<br />

P.O. Box 450<br />

CH-9320 Arbon<br />

T +41 71 447 44 44<br />

F +41 71 447 43 74<br />

forster.rohre@afg.ch<br />

Forster Rohr- & Profiltechnik AG<br />

Forster Profilsysteme<br />

Romanshornerstrasse 6<br />

P.O. Box 400<br />

CH-9320 Arbon<br />

T +41 71 447 43 43<br />

F +41 71 447 44 78<br />

forster.profile@afg.ch<br />

Heizkörper Prolux AG<br />

Industriestrasse 23<br />

CH-9320 Arbon<br />

T +41 71 447 48 48<br />

F +41 71 447 48 49<br />

verkauf@prolux-ag.ch<br />

120 121


AFG Companies and Adresses<br />

Kermi GmbH<br />

Pankofen-Bahnhof 1<br />

DE-94447 Plattling<br />

T +49 9931 50 10<br />

F +49 9931 30 75<br />

info@kermi.de<br />

Kermi Sp.z.o.o.<br />

Ul. Polnocna 15–19<br />

PL-54-105 Wroclaw<br />

T +48 71 35 40 370<br />

F +48 71 35 40 463<br />

kermi@kermi.pl<br />

Kermi Sro<br />

Dukelska ul. 1427<br />

CZ-34901 Stribro<br />

T +420 374 611 111<br />

F +420 374 611 100<br />

info@kermi.cz<br />

Kermi UK Ltd.<br />

7, Brunel Road<br />

Earlstrees Industrial Estate<br />

Northamptonshire NN17 4JW<br />

GB-Corby<br />

T +44 1536 40 00 04<br />

F +44 1536 44 66 14<br />

info@kermi.co.uk<br />

Kermi China<br />

Eternalink Bldg<br />

Room 910<br />

Beisanhuandonglu 28<br />

Chaoyang District<br />

CHN-100013 Beijing<br />

T +86 10 6440 5260<br />

Spedition Gächter AG<br />

Industriestrasse 12<br />

P.O. Box 87<br />

CH-9320 Arbon<br />

T +41 71 447 49 46<br />

F +41 71 447 49 47<br />

gaechter@afg.ch<br />

Warendorfer Küchen GmbH<br />

Mielestrasse 1<br />

DE-48231 Warendorf<br />

T +49 2581 59 0<br />

F +49 2581 59 20 90<br />

info@miele-kuechen.de


Important Dates, Contact<br />

Important Dates<br />

21 March 2006<br />

Financial media/analyst conference<br />

presenting 2005 results<br />

Zurich<br />

21 April 2006<br />

Annual General Meeting<br />

Arbon<br />

August 2006<br />

Publication of 2006 semiannual report<br />

Contact<br />

Corporate Communications<br />

Dr. Stefan Holenstein<br />

T +41 71 447 45 56<br />

F +41 71 447 45 89<br />

stefan.holenstein@afg.ch<br />

Finance Controlling Reporting<br />

Felix Bodmer<br />

T +41 71 447 45 51<br />

F +41 71 447 45 88<br />

felix.bodmer@afg.ch<br />

This annual report is published in German and English;<br />

the original language is German.<br />

122 123


Concept and overall production: Absolute Consulting, Baden/Linkgroup, Zurich, www.linkgroup.ch<br />

Photographs: Gataric/Helbling, Zurich, www.gapa.ch


Division Heating Technology<br />

and Sanitary Equipment<br />

Division Kitchens and Refrigeration<br />

Division Steel Technology<br />

Division Windows and Doors<br />

Logistics


AFG Arbonia-Forster-Holding AG<br />

Romanshornerstrasse 4<br />

P.O. Box 134<br />

CH-9320 Arbon<br />

www.afg.ch<br />

Leadership. International horizons. Expansion.

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