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Business Report 2005 - Interseroh

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<strong>2005</strong> BUSINESS REPORT<br />

INTERSEROH AG – Stollwerckstraße 9a – 51149 Cologne – Tel.: +49(2203)9147-0 – Fax: +49(2203)9147-1394<br />

eMail: info@interseroh.de – internet: www.interseroh.de<br />

1


INTERSEROH is a leading European supplier of organisational solutions for materials<br />

management.<br />

With the help of around 1,100 waste disposal partners, INTERSEROH collects raw materials,<br />

has them recycled and then returns them to the production cycle.<br />

INTERSEROH generated a raw material volume of about 5.2 million tons in <strong>2005</strong>, making it one<br />

of the biggest suppliers of secondary raw materials in Europe.<br />

2


KEY GROUP FIGURES<br />

Group<br />

<strong>2005</strong> * 2004 2003 2002 2001<br />

Consolidated turnover in million euros<br />

• Services and raw materials 248.7 229.7 226.2 235.6 211.1<br />

• Steel and metal recycling 698.2 810.5 510.5 418.6 158.4<br />

946.9 1,040.2 736.7 654.2 369.5<br />

Earnings before taxes in million euros 29.9 44.7 19.0 20.4 24.6<br />

Net income in million euros 19.0 29.6 8.9 11.4 14.1<br />

Total assets in million euros 317.7 311.5 253.9 249.7 258.3<br />

Equity ratio (1) in % 37.3 34.4 31.0 31.3 29.0<br />

Return on equity (2) in % 16.0 27.6 11.3 14.4 18.7<br />

Total return on capital (3) in % 10.7 16.0 8.7 9.7 10.6<br />

Workforce (average) 1,301 1,254 1,285 1,360 893<br />

Number of shares 9,840,000 9,840,000 9,840,000 9,840,000 9,840,000<br />

Dividend per share in euros 0.86 0.86 0.86 0.86 0.86<br />

(1) Equity according to balance sheet x 100/total assets<br />

(2) Earnings after tax according to income statement x 100/equity according to balance sheet<br />

(3) Earnings before interest and taxes according to income statement x 100/total assets<br />

* 2001–2003 Financial statements according to HGB; 2004–<strong>2005</strong> Financial statements according to IFRS<br />

3


THE MANAGEMENT BOARD<br />

Johannes-Jürgen Albus<br />

has been Chairman of the Management Board since April 2006 and Chief Financial Officer since April<br />

2003. Following various management positions in Germany and abroad, the graduate in business<br />

administration was appointed to the management board of GAH Anlagentechnik AG in 1997, initially<br />

as chief financial officer and later as chairman from mid-2000 on.<br />

Christian Rubach<br />

is responsible for the field of steel and metal recycling and has been a member of the Management<br />

Board since August 2000. From 1995 to July 2000 the qualified economist was managing director of<br />

Krupp Hoesch-Rohstoff und Recycling GmbH (from 1998: Hansa Recycling GmbH).<br />

Roland Stroese<br />

has been responsible for sales and services since October <strong>2005</strong>. Prior to joining INTERSEROH the<br />

graduate business economist worked for REWE Großverbraucher Service in Cologne and was<br />

managing director of various associated companies at Coca Cola, Essen, before moving to the<br />

Cologne-based confectionery manufacturers Intersnack as sales director and member of the board of<br />

directors.<br />

4


CONTENTS<br />

Key Figures 3<br />

The Management Board 4<br />

Letter from the Management Board 6<br />

<strong>Report</strong> of the Supervisory Board 8<br />

Management <strong>Report</strong> A. Framework Conditions 10<br />

1. General Economic Development 10<br />

2. New Laws from Brussels and Berlin 10<br />

B. <strong>Business</strong> Development 12<br />

1. Consolidated Turnover 12<br />

2. Services 13<br />

3. Raw Materials Trading 15<br />

4. Steel and Metal Recycling 16<br />

5. Investments 17<br />

6. Financing Measures 18<br />

7. Human Resources and Social Security 18<br />

8. Environmental Protection 19<br />

9. Marketing and Advertising 19<br />

10. Public Relations 20<br />

11. Investor Relations 20<br />

12. Dividend Yield 21<br />

13. Corporate Governance 21<br />

14. Major Transactions in the Financial Year 22<br />

15. Total Return on Capital Employed as<br />

Management Instrument 23<br />

C. Presentation and Explanation of the Earnings and Financial<br />

Position and Key Consolidated Ratios 24<br />

1. Earnings Position 24<br />

2. Financial Position 25<br />

3. Key Consolidated Ratios 27<br />

D. Other Information 28<br />

1. Transaction of Special Importance After the Close<br />

of the Financial Year 28<br />

2. Risk Management 28<br />

3. Foreseeable Development, Possible Chances and<br />

Potential Risks 30<br />

4. Research and Development 31<br />

5. Branch Offices 32<br />

Financial Statements Consolidated Balance Sheet 33<br />

Consolidated Income Statement 34<br />

Consolidated Notes 35<br />

Explanation of the Principles and Methods Applied<br />

for the Consolidated Financial Statements 35<br />

Notes on the Income Statement 41<br />

Notes on the Balance Sheet 45<br />

Other Notes and Information 58<br />

Separate Notes and Information According to § 315 a<br />

of the German Commercial Code 72<br />

Consolidated Equity Capital Statement 75<br />

Consolidated Cash Flow Statement 77<br />

List of Major Shareholdings 78<br />

Imprint 79<br />

5


LETTER FROM THE MANAGEMENT BOARD<br />

Dear Shareholders,<br />

Your company, INTERSEROH AG, was founded 15 years ago. The German Packaging Ordinance<br />

also came into effect 15 years ago. Both these dates in 1991 are inextricably linked with each other: in<br />

order to organise the return and recycling of used packaging, new business concepts capable of<br />

mastering this challenge across the whole of Germany had to be found. Concepts like that of<br />

INTERSEROH.<br />

The solution involved nothing less than organising a complex logistical structure beginning<br />

with the collection of secondary raw materials – tin, paper, cardboard, pasteboard, plastic, glass and<br />

wood – and ending in their return to the production cycle.<br />

The much-regulated markets in which INTERSEROH moves have changed immensely since<br />

1991. New markets have been added, partly due to growing demand and new production methods<br />

and partly due to liberalisation. The international demand for raw materials and the ability to serve this<br />

demand are moving more and more to the fore of these markets.<br />

Herein lie, on the one hand, numerous opportunities for ongoing positive development in<br />

INTERSEROH’s fields of business – while on the other, we must remain vigilant of the permanent risk<br />

of volatile raw material prices and their growing influence on the services sector at all times.<br />

On top of this, the various market levels of the INTERSEROH supply chain are increasingly<br />

becoming characterised by internationalisation of the closed loop economy and concentration – be it in<br />

the waste disposal sector or the structure of the clientele of our raw materials.<br />

INTERSEROH has also changed in the last 15 years. Apart from many new services, the steel<br />

and metal recycling segment has developed into an essential component of the INTERSEROH Group,<br />

contributing a substantial share to the group’s overall results.<br />

How, against this background, did the economic environment and our segments develop in<br />

<strong>2005</strong>? Although the German economy was again marked by restrained development last year, the<br />

services sector did grow satisfactorily. Whereas the volumes of raw materials registered with<br />

INTERSEROH for recycling grew, the services sector experienced considerable losses in the recycling<br />

of transport packaging and declines in the overall volume of secondary raw materials marketed.<br />

Following an exceptional year in 2004 due to volatility and record prices, the scrap steel sector<br />

was marked more by weak demand and lower prices in <strong>2005</strong>.<br />

In spite of the relatively difficult environment for both segments, we are satisfied with the result<br />

of the overall group in fiscal <strong>2005</strong>.<br />

The coming years will see stronger competition in some of our main fields of business and<br />

therefore also a further decline in our profit margins. At the same time, however, we intend to use the<br />

chances open to us to enter liberalised markets, to grow there and also to develop new fields of<br />

business at home and abroad.<br />

Regardless of whether we are talking about the recycling of packaging, reuse of old products<br />

or trade with secondary raw materials – we can only create value if through excellent organisation and<br />

careful quality management we produce high-quality raw materials and market them worldwide.<br />

Because in contrast to mineral resources, these modern sources of raw materials require less<br />

technology and more organisation and coordination of services to tap.<br />

With its activities, INTERSEROH closes economic material cycles for the lasting benefit of<br />

trade and industry, business, waste disposal companies, consumers, and thus also the environment –<br />

directly from end to start.<br />

That these raw materials can find a new beginning not only in the production of classical<br />

economic goods, but also in art is shown by various works by the Cologne-based artist Joachim<br />

Röderer that illustrate this annual report. All these sculptures have been made from recycled metals.<br />

Why not take some time off while reading this report to view the closed loop economy from another<br />

angle?<br />

The success of INTERSEROH can be attributed to the competence, commitment and<br />

determination of all its employees. For that I would like to thank them all in the name of the<br />

INTERSEROH Management Board. They will continue to be the motor for the dynamic development<br />

of the company in the future as well.<br />

We thank you, our shareholders, for your loyalty and interest, and our customers and business<br />

partners for their confidence in us. You may rest assured we will face the challenges before us with<br />

6


undiminished resolve and work with all our might to implement our ambitious aims for the ongoing<br />

success of INTERSEROH.<br />

Yours sincerely,<br />

Johannes-Jürgen Albus<br />

Chairman of the Management Board<br />

7


REPORT OF THE SUPERVISORY BOARD<br />

In the year under review the Supervisory Board discharged all the duties incumbent upon it according<br />

to law and the company’s bylaws, advised the Management Board on the management of the<br />

company and supervised its conduct of business. The Supervisory Board was directly involved in all<br />

important decisions.<br />

The Management Board informed the Supervisory Board in detail, due time, comprehensively<br />

and in full accordance with legal requirements about the course of business, the financial position of<br />

the company and the strategy and plans of the company in a total of four ordinary and one<br />

extraordinary meeting. The deliberations of the Supervisory Board were based on regular,<br />

comprehensive and timely written and oral reports by the Management Board, especially regarding<br />

business policy, corporate planning, the financial position of the group including the strategic further<br />

development of the group and its sites as well as the profitability of the company and the course of<br />

business. The Chairman of the Supervisory Board maintained constant contact with the Management<br />

Board and was informed of all significant developments and pending decisions. Decisions of<br />

fundamental importance were submitted to the Supervisory Board for approval. This approval was<br />

also granted after review and assessment of the particular matter in hand. The Supervisory Board<br />

supervised the conduct of business by the Management Board and advised it in same in keeping with<br />

the duties placed upon it by law and the company’s bylaws on the basis of the Management Board’s<br />

reports. In its supervision of the conduct of business the Supervisory Board examined especially its<br />

legality, compliance with regulations, expedience and profitability. The Supervisory Board not only<br />

reviewed the activities already initiated by the Management Board, but also discussed business<br />

decisions and planning calculations for the future intensively with the Management Board on the basis<br />

of its reports and the concrete business documents of each particular case.<br />

All the members of the Supervisory Board regularly attended the meetings of the Supervisory<br />

Board that took place in the time of their membership.<br />

Main Aspects<br />

The meetings focused primarily on the strategic alignment of the INTERSEROH Group. The<br />

Supervisory Board concerned itself with the new fields of business, particularly the Dual System<br />

INTERSEROH, as well as with the voluntary offer extended to the shareholders of INTERSEROH AG<br />

by the firm Isabell Finance Vermögensverwaltungs GmbH. A major subject of discussion was the<br />

development of a joint position with the Management Board, and especially in the financial year under<br />

review its preparation by selecting a financial consultant to compile a fairness opinion, and the<br />

question of its fundamental attitude to the offer, also with regards to the strategic development of the<br />

company. Another recurring item on the agenda of every ordinary meeting of the Supervisory Board<br />

was the report by the Chief Financial Officer, who reported on the development in turnover and<br />

income in the group and segments, on current developments on the raw material markets and on<br />

other relevant business data. The Supervisory Board also conducted a self-evaluation of its work.<br />

Committees<br />

In keeping with the recommendations of the German Corporate Governance Code on the formation of<br />

committees, the Supervisory Board set up a Chairman’s Committee, an Audit Committee and a<br />

Personnel Committee. The Chairman’s Committee has a total of four members and met 10 times. It<br />

was mainly occupied with the offer extended by Isabell Finance Vermögensverwaltungs GmbH and<br />

preparation of the Supervisory Board’s position towards this offer. The committee member Dr. Axel<br />

Schweitzer did not take part in the meetings of the Chairman's Committee concerning this offer in<br />

order to avert any conflict of interests.<br />

The Audit Committee is made up of three members of the Supervisory Board. The committee<br />

met three times in the year under review. Its activities were directed at questions concerning the<br />

annual financial statements, stipulation of the main points of focus for the audit, further development of<br />

risk management, investor protection and insider regulations.<br />

The Personnel Committee consists of the Chairman of the Supervisory Board, his two<br />

deputies and a further member of the Supervisory Board. Its work focuses on remuneration and other<br />

personnel matters concerning the Management Board.<br />

The committees report on their work regularly in the next meetings of the full Supervisory<br />

Board.<br />

8


Corporate Governance<br />

The Supervisory Board regards the German Corporate Governance Code drafted by a government<br />

commission as an important step towards improving management practice and corporate control. The<br />

Supervisory Board pronounced INTERSEROH AG’s compliance for the year <strong>2005</strong> together with the<br />

Management Board on 8 December <strong>2005</strong>. This declaration is published on the company’s website.<br />

Further information on the subject of corporate governance is to be found in section B.13 of the<br />

management report.<br />

In keeping with the principles of good corporate governance and to avoid conflicts of interest,<br />

the Supervisory Board members Dr. Axel Schweitzer, Dr. Eric Schweitzer, Mr. Friedrich Merz and Dr.<br />

Wolfgang Bosch did not participate in meetings and resolutions concerning the offer extended to all<br />

the shareholders of INTERSEROH AG by Isabell Finance Vermögensverwaltungs GmbH. Dr. Axel<br />

Schweitzer and Dr. Eric Schweitzer have an indirect interest in Isabell Finance Vermögensverwaltungs<br />

GmbH. Mr. Friedrich Merz and Dr. Wolfgang Bosch are lawyers and partners in law firms that have<br />

advised Isabell Finance Vermögensverwaltungs GmbH. Further information on how the conflict of<br />

interests was dealt with in the Supervisory Board in connection with the acquisition offer by Isabell<br />

Finance Vermögensverwaltungs GmbH can be found in the joint statement by the Management Board<br />

and Supervisory Board pursuant to Article 27, Par. 1 of the Securities Acquisition Act on this<br />

acquisition offer dated 17 January 2006. The statement is published at www.interseroh.de in the<br />

category Investor Relations, Acquisition Offer.<br />

Financial Statements<br />

The <strong>2005</strong> general shareholders’ meeting elected to appoint the company KPMG Deutsche Treuhand-<br />

Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Berlin and Frankfurt am Main, as<br />

auditors. KPMG audited the accounting, the annual financial statements and the management report<br />

of INTERSEROH AG as well as the consolidated financial statements and consolidated management<br />

report. The auditor issued an unqualified auditor's opinion for all.<br />

The closing records and reports of KPMG were presented to the Supervisory Board for<br />

inspection in due time. The auditor took part in both the relevant meeting of the Audit Committee and<br />

the balance sheet meeting of the Supervisory Board. He reported on the main results of his audit,<br />

explained the situation with regards to the assets, financial position and earnings of the company and<br />

group and answered the questions of the Supervisory Board.<br />

Based on its own examination of the annual financial statements, the consolidated financial<br />

statements, the management report and the consolidated management report, the Supervisory Board<br />

endorsed the results of the audit by the external auditor. They gave no cause for objection. The<br />

Supervisory Board endorsed the annual financial statements and consolidated financial statements, by<br />

way of which the annual financial statements of INTERSEROH AG were adopted.<br />

The Supervisory Board approves the distribution of retained earnings proposed by the<br />

Management Board.<br />

Changes<br />

There were personnel changes to the Management Board of the company in the period under review.<br />

Mr. Michael Mevissen left the Management Board of INTERSEROH AG on 30 June <strong>2005</strong> and Mr.<br />

Roland Stroese was appointed to the Management Board of INTERSEROH AG with effect on 8<br />

October <strong>2005</strong>.<br />

There were also changes to the Supervisory Board. Mr. Norbert Rethmann, Dr. Walter Aden,<br />

Mr. Gotthard Graß, Mr. Christian Jeschonek, Mr. Andreas Seibert and Mr. Jürgen Tönsmeier all left<br />

the Supervisory Board in the course of <strong>2005</strong>.<br />

New members of the Supervisory Board are Dr. Wolfgang Bosch and Messrs. Joachim<br />

Edmund Hunold and Friedrich Merz. Dr. Axel Schweitzer was elected new chairman in the<br />

Supervisory Board meeting on 31 March <strong>2005</strong>. Messrs. Friedrich Carl Janssen and Hans-Jörg Vetter<br />

were elected his deputies. Dr. Eric Schweitzer resigned as Vice Chairman of the Supervisory Board.<br />

The Supervisory Board would like to thank the members who have left for their valuable work<br />

and constructive support of the company and Management Board. The Supervisory Board would also<br />

like to thank the Management Board and all staff for their work in the year under review.<br />

Cologne, March 2006<br />

Dr. Axel Schweitzer<br />

Chairman of the Supervisory Board<br />

9


MANAGEMENT REPORT<br />

OF THE INTERSEROH GROUP FOR FISCAL <strong>2005</strong><br />

The INTERSEROH Group is one of the leading service providers and raw material companies in<br />

Europe. It organises recycling processes and supplies the paper, steel, plastics and derived timber<br />

product industries as well as biomass power stations with more than five million tons of secondary raw<br />

materials a year. The business activities of the group are divided into two segments – services and<br />

raw materials trading as well as steel and metal recycling.<br />

A. FRAMEWORK CONDITIONS<br />

1. General Economic Development:<br />

Export World Champion with Weak Consumption<br />

The upswing in the Germany economy in <strong>2005</strong> was moderate and borne as in the previous year by<br />

rising exports. Investment in equipment and machinery also grew.<br />

Following a strong start to the year under review, the economy stagnated in the second<br />

quarter, before regaining some speed in the third and fourth quarters. Although the high oil price<br />

slowed the economy less strongly than many feared, it did dampen private consumption. The ongoing<br />

reticence of private households even led to a slight drop in spending in the first half of the year. In<br />

contrast, the monetary assets of Germans rose to a record high of four trillion euros. The rise in the<br />

propensity to save is a result of the fear of not having sufficient income in old age and of becoming<br />

unemployed.<br />

The situation on the German labour market did not improve last year. The decline in registered<br />

unemployment was mainly the result of “one-euro jobs” and more critical examination of the<br />

entitlement of recipients to unemployment benefits.<br />

Experts expect the moderate economic upturn to continue this financial year, again driven<br />

primarily by exports. The development in many growth markets such as Russia and trade with the<br />

candidate states of Eastern Europe remain positive for the German export economy. Growth in<br />

investments in equipment and machinery will boost domestic demand slightly. The reasons for this are<br />

the positive sales expectations on the export markets and a continuation in favourable financing<br />

conditions. Private consumption is also expected to stimulate growth. The reason: spending brought<br />

forward to 2006 due to the planned increase in value added tax of three percentage points in 2007.<br />

Economists fear that even relatively small disruptions from outside could throw the German economy<br />

back to a state close to stagnation. If energy prices were to rise strongly, this would represent a<br />

danger for the world economy.<br />

In spite of slack consumption and increased competition, the development in INTERSEROH’s<br />

services business was satisfactory. The volumes of packaging registered with ISD INTERSEROH<br />

Dienstleistungs GmbH grew as a result of an expansion in sales activities and introduction of new<br />

services. However, we had to accept significant losses in net income in the extension of contracts<br />

from 2006 in transport packaging recycling. The development in INTERSEROH’s services business in<br />

<strong>2005</strong> is described in section B.2.<br />

We were able to keep the quantities of paper marketed by INTERSEROH at the previous<br />

year’s level at largely stable prices. The volumes of plastic traded were increased significantly with<br />

price increases of around 20 percent. The quantities of old wood marketed rose slightly over 2004.<br />

The Technical Instructions for Domestic Waste (TASi), which came into effect on 1 June <strong>2005</strong>,<br />

influenced the prices for materials suitable solely for thermal utilisation. Further details on the situation<br />

on the raw material markets are to be found in section B.3.<br />

The quantities of scrap steel marketed fell well below the previous year’s level. Many<br />

European steelworks reduced their production in the first half of <strong>2005</strong> to help prop up steel prices. The<br />

demand for steel was weak and stocks still well-filled. The prices for scrap steel dropped continuously<br />

from November 2004 to June <strong>2005</strong>, but then rose in July and August. Thereafter the prices fell again<br />

slightly until the end of <strong>2005</strong>. The prices for non-ferrous metals dropped slightly to the middle of the<br />

year, but then rose again from July. INTERSEROH was able to increase the quantity of old metals it<br />

marketed. The development in the steel and metal recycling segment is described in section B.4.<br />

2. New Laws from Brussels and Berlin<br />

INTERSEROH is subject to numerous legal requirements from Brussels and Berlin in the execution of<br />

its business activities. There were several important new developments and changes in the past<br />

10


financial year and years before whose influences INTERSEROH integrated into its business strategy<br />

early on.<br />

Packaging Ordinance<br />

Pursuant to the Packaging Ordinance, a deposit has been charged on certain disposable drink<br />

packages since 1 January 2003. According to the amendment to this ordinance that came into effect<br />

on 28 May <strong>2005</strong>, the so-called stand-alone solutions set up by the large discount stores must be<br />

eliminated by May 2006. Practically this means that whoever sells, for example, disposable PET<br />

packaging must also take back disposable PET packaging regardless of whether it was bought at his<br />

store or not. INTERSEROH has set up a countrywide collection system and offers its customers,<br />

depending on their needs, a full range of necessary service modules, beginning with transportation<br />

and extending through counting, clearing and inter-clearing up to recycling.<br />

The amendment also clarified the future of compostable packaging: it is largely exempt from<br />

the normal take-back and recycling obligations until 31 December 2012.<br />

The fourth amendment to the Packaging Ordinance came into force on 7 January 2006. It<br />

makes the disposal of sales packaging through self-disposal systems more transparent. The obligation<br />

imposed on manufacturers and distributors to “set up suitable collection and recycling structures” is an<br />

important step to ending virtual systems, which INTERSEROH categorically rejects. INTERSEROH<br />

has used corresponding collection points since the start of its self-disposal solutions. It also calls for a<br />

definition and monitoring of guaranteed quality in self-disposal systems by way of a quality seal and<br />

strict action against abuse of the systems by copycats.<br />

The essential legal basis for the establishment of alternative dual systems in Germany was<br />

created in 2001: the EU Commission ruled that collection containers and other collection and sorting<br />

equipment for household sales packaging must be open to competitors of Duales System Deutschland<br />

AG (DSD). DSD was also prohibited from exclusivity agreements with disposal companies.<br />

Section B.2 describes the activities of INTERSEROH regarding disposable deposit drink<br />

packs, the return of sales packaging and compostable packaging.<br />

Electrical and Electronic Equipment Act<br />

Manufacturers have been obligated to take back old electrical and electronic equipment as of 24<br />

March 2006. The manufacturers and importers of electrical and electronic equipment had to register<br />

with the Stiftung Elektro-Altgeräte-Register (EAR) by 23 November <strong>2005</strong> if they wanted to sell their<br />

equipment on the market in the future. Consumers are now obligated to hand over their old equipment<br />

to their municipalities for separate collection. The manufacturers and importers are responsible for the<br />

logistics, sorting, dismantling and recycling of the old equipment. They can assign these<br />

responsibilities to a third party – such as INTERSEROH.<br />

INTERSEROH’s activities in this field are described in section B.2.<br />

Technical Instructions for Domestic Waste (TASi)<br />

The TASi, which came into force on 1 June <strong>2005</strong>, and the resultant ban on dumping untreated,<br />

biodegradable domestic waste have firstly raised the requirements for the processing of the shredder<br />

light fraction at INTERSEROH’s scrap yards. Secondly, the volume of old wood designated for thermal<br />

utilisation has increased in some regions of Germany.<br />

The development in INTERSEROH’s business activities in the old wood market in <strong>2005</strong> is<br />

described in section B.3. INTERSEROH’s activities in the steel and metal recycling segment are<br />

described in section B.4.<br />

Old Auto Act<br />

The Old Auto Act, which took effect on 1 July 2002, gives the last owners of cars and light commercial<br />

vehicles the right to give back these vehicles to the manufacturer or importer free of charge. However,<br />

the related obligation to take back these vehicles is practically meaningless since a large part of the<br />

vehicles deregistered in Germany are exported. There are two main factors for this development: the<br />

large demand in the new EU member states of Eastern Europe for very old used vehicles on the one<br />

hand, and the for Germany negative distortion of competition due to unharmonised dumping<br />

legislation in Europe on the other. For example, it is attractive for a Dutch steel recycling company to<br />

buy up old car bodies in Germany because it is still possible for him to dump the shredder light fraction<br />

inexpensively in the Netherlands, whereas the German TASi (see above) prohibits this.<br />

11


B. BUSINESS DEVELOPMENT<br />

1. Satisfied with Turnover and Earnings<br />

In spite of a sluggish economy and declining demand for scrap steel, INTERSEROH posted<br />

satisfactory figures in fiscal <strong>2005</strong>. The consolidated group turnover amounted to EUR 946.91 million<br />

(previous year: EUR 1,040.15 million). The EBT amounted to EUR 29.85 million (previous year: EUR<br />

44.73 million) and the EBIT to EUR 32.73 million (previous year: EUR 49.06 million).<br />

The steel and metal recycling segment once again contributed the largest share to<br />

consolidated turnover, accounting for EUR 698.16 million (previous year: EUR 810.49 million). Its<br />

share of consolidated turnover: 73.73 percent. The EBT amounted to EUR 11.88 million (previous<br />

year: EUR 25.00 million) and the EBIT to EUR 16.01 million (previous year: EUR 29.93 million).<br />

The consolidated turnover in the services and raw materials trading segment rose from EUR<br />

229.66 million to EUR 248.75 million, accounting for a share of turnover of 26.27 percent. The EBT<br />

amounted to EUR 20.92 million (previous year: EUR 27.81 million) and the EBIT to EUR 19.93 million<br />

(previous year: EUR 27.37 million).<br />

The net income of the group for the year amounted to EUR 18.97 million (previous year: EUR<br />

29.6 million).<br />

The consolidated financial statements were prepared in the year under review according to the<br />

International Financial <strong>Report</strong>ing Standards (IFRS) for the first time. The comparative figures for the<br />

previous year were also calculated according to IFRS.<br />

Development in turnover in<br />

the INTERSEROH Group in million euros<br />

Turnover Change relative to<br />

previous year<br />

2000 394.7 39.2%<br />

2001 369.5 -6.4%<br />

2002 654.2 77.0%<br />

2003 736.7 12.6%<br />

2004 1,040.2 41.2%<br />

<strong>2005</strong> 946.9 -9.0%<br />

Development in turnover<br />

in services and raw materials trading in million euros<br />

Turnover Change relative to<br />

previous year<br />

2000 269.2 44.2%<br />

2001 211.1 -21.6%<br />

2002 235.6 11.6%<br />

2003 226.2 -4.0%<br />

2004 229.7 1.5%<br />

<strong>2005</strong> 248.7 8.3%<br />

Development in turnover<br />

in steel and metal recycling in million euros<br />

Turnover Change relative to<br />

previous year<br />

2000 125.5 29.5%<br />

2001 158.4 26.2%<br />

2002 418.6 164.3%<br />

2003 510.5 22.0%<br />

2004 810.5 58.8%<br />

<strong>2005</strong> 698.2 -13.9%<br />

12


2. <strong>Business</strong> in Services Expanded; Packaging Volume Up<br />

INTERSEROH’s service business developed satisfactorily overall.<br />

Transport Packaging<br />

INTERSEROH organises and coordinates the recycling of transport packaging for its industrial<br />

contracting partners, including collection, transport, sorting and recycling. The volume of transport<br />

packaging registered for recycling was increased. The reasons for this are the acquisition of new<br />

customers in the traditional sectors and services that have been especially developed and<br />

successfully marketed in the last few years for new customer groups, such as the sport and fitness<br />

industry, the pet industry, the toy industry as well as the manufacturers of products for babies and<br />

children. The turnovers were maintained at a steady level in spite of increased competition and<br />

ongoing economic problems in some industries for which INTERSEROH has performed these<br />

services for years. However, we had to accept significant losses in net income in the extension of<br />

contracts from 2006 due to the strong competition in the services sector.<br />

Commercial Sales Packaging<br />

The INTERSEROH self-disposal solution can be used wherever empty sales packaging accrues in the<br />

commercial sector. It is a cost-effective and legally safe solution for the collection and recycling of<br />

sales packaging subject to quotas. All members of the INTERSEROH self-disposal community receive<br />

all legally required documentation verifying their packaging has been recycled in conformity with<br />

regulations. The mass flow verification documentation required in this regard is certified by an<br />

independent, publicly appointed expert in accordance with the criteria of the State Working Group for<br />

Waste Management (LAGA) and deposited with the German Chamber of Commerce and Industry<br />

(DIHK). The INTERSEROH self-disposal community is based on a system in which packaging material<br />

is collected from corresponding (branch-specific) collection points. These materials are sorted and<br />

recycled in certified plants in accordance with official specifications. The INTERSEROH self-disposal<br />

system for the collection and recycling of commercial sales packaging again enjoyed increasing<br />

popularity in the year under review, both in traditional industries and among new customer groups –<br />

for example from the food industry – for which INTERSEROH has developed and successfully<br />

marketed customised solutions in the last few years.<br />

Household Sales Packaging<br />

Rulings allowing the Dual System INTERSEROH for the collection of household sales packaging were<br />

passed in the year under review by the relevant environment ministries in Saarland, Berlin, North<br />

Rhine-Westphalia, Lower Saxony, Bremen, Schleswig-Holstein and Saxony-Anhalt. Together with the<br />

permits already granted in Hamburg and Bavaria in 2004, the Dual System INTERSEROH reached 61<br />

percent of the German population as of 31 December <strong>2005</strong>. All applications still outstanding were<br />

submitted by the end of <strong>2005</strong>. The new INTERSEROH service has met with a great deal of interest<br />

from the distributors of sales packaging. The first contracts were still signed in <strong>2005</strong>. Strong<br />

competition is exerting pressure on profit margins especially in this sector.<br />

Recycling Management<br />

The field of recycling management underwent stable development with moderate growth. In this field<br />

we conclude full-service contracts for nationwide or regional services with commercial and food<br />

companies, petroleum companies, leisure parks, hospitals and railway stations. INTERSEROH<br />

organises the recycling of all their waste and prepares the data on volumes and costs on a sitespecific<br />

basis. Within the framework of this service INTERSEROH has assumed logistical and<br />

recycling services for the stand-alone solutions in the retail sector since introduction of the mandatory<br />

deposit system, for example the collection of disposable PET packaging and the associated<br />

documentation.<br />

Deposits on Disposable Drink Packaging<br />

INTERSEROH has taken over the Westpfand deposit system, i.e. Westpfand Clearing GmbH and<br />

Deutsche Pfand-Konzept GmbH, completely. Following complete acquisition, the deposit system now<br />

operates as “INTERSEROH Pfand-System GmbH” and is a subsidiary of ISD INTERSEROH<br />

Dienstleistungs GmbH. As a provider of a full range of services, INTERSEROH wants to offer all the<br />

13


modules needed to cover the services necessary following the abolition of the so-called stand-alone<br />

solutions as from May 2006.<br />

Old Electrical and Electronic Equipment<br />

Based on its experience in organising the collection and recycling of waste products for companies<br />

from various industries, INTERSEROH has developed services for the collection and recycling of old<br />

electrical and electronic equipment and regularly invited manufacturers to information events through<br />

to February <strong>2005</strong>. The participants had the opportunity to discuss topics with renowned speakers from<br />

politics, industry and trade. INTERSEROH also presented its comprehensive package of solutions for<br />

the take-back and disposal of old equipment, which may be used as needed by the customers:<br />

documentation, logistics, processing and marketing. With its individualised advice, INTERSEROH has<br />

demonstrated its competence in all questions concerning the recycling of old electrical and electronic<br />

equipment and has convinced a number of manufacturers of such equipment to register their<br />

equipment with INTERSEROH. The “INTERSEROH Guarantee Model for Old Electrical and Electronic<br />

Equipment” is the first independent guarantee model for the take-back and recycling of old electrical<br />

and electronic equipment to be approved by the Stiftung Elektro-Altgeräte-Register (EAR). The system<br />

offers manufacturers and importers from all branches of the electrical and electronics industry an<br />

uncomplicated solution whereby to fulfil their legal obligations and ensure the take-back and disposal<br />

of their equipment far into the future as well. INTERSEROH assumes the statutorily required<br />

trusteeship, thus providing guarantee and full-service in disposal and recycling by one and the same<br />

company.<br />

With its proven recycling of transport packaging, self-disposal system, Dual System<br />

INTERSEROH and services for product recycling, INTERSEROH offers a complete portfolio of<br />

services for manufacturers, importers and traders subject to legal waste disposal obligations.<br />

Niche <strong>Business</strong>es and Low-Volume Logistics<br />

The Repasack System for the return and recycling of used kraft paper bags registered declines in<br />

licensed volumes compared to the previous year due to the sluggish domestic economy. The licensed<br />

volumes of ISD INTERSEROH Dienstleistungs GmbH for kraft paper bags also fell.<br />

The school and kindergarten project “Meike – der Sammeldrache” of the ISD branch office<br />

“Grüne Umwelt-Box” continued its success in <strong>2005</strong> as well. The number of participating schools<br />

amounts to more than 11,300 (previous year: 10,000) and kindergartens to more than 2,800 (previous<br />

year: 3,000). The number of sponsoring partners rose to above 5,000 (previous year: 3,300).<br />

The amendment to the Packaging Ordinance of 28 May <strong>2005</strong> removed the obstacles to the<br />

introduction of compostable packaging on to the market in Germany. Until 31 December 2012 the<br />

manufacturers and distributors of this innovative form of packaging merely need to show that “as much<br />

of the packaging as possible is passed on for utilisation”. Experts now expect strong growth in this<br />

form of packaging in Germany as well. Growth of 30 to 50 percent has been recorded in neighbouring<br />

European countries in the past two years. The manufacturers and users of compostable packaging<br />

established an advisory board at INTERSEROH at the end of August to help in the further<br />

development and implementation of a utilisation system. Several large German supermarket chains<br />

have been selling fruit and vegetables in compostable packaging since the summer of <strong>2005</strong>. Contracts<br />

have been signed between the users and INTERSEROH for the qualified support of the market launch<br />

and communication on utilisation.<br />

14


3. Raw Materials Trading Under One Roof<br />

Due to the changes on the market, primarily the strong growth in the demand for raw materials<br />

internationally and increasing tendencies for concentration on the recycler side, INTERSEROH is<br />

orientating itself more and more with its traditional competencies on trading in raw materials. The<br />

coordination and management of group-wide trading activities in wastepaper, old wood and plastics,<br />

excluding steel and metal, have therefore been united under the umbrella of ISR INTERSEROH<br />

Rohstoffe GmbH since 1 July <strong>2005</strong>.<br />

The situation on the raw material markets is as follows:<br />

Wastepaper<br />

The development of new production capacities in Southeast Asia and ongoing high demand in<br />

Germany resulted in stable wastepaper prices overall. In detail: the prices for wastepaper in Germany<br />

rose strongly from February to May <strong>2005</strong>, dropped in the summer months of June and July and then<br />

moved sideways from August to November. They dropped again in December. Wastepaper prices in<br />

Southeast Asia developed similarly, albeit at a level well above German prices due to the<br />

establishment of new production capacities there. In France the paper prices tended to be relatively<br />

weak because of the intense competition in the country.<br />

In spite of increased competition for free wastepaper volumes, the tonnage marketed by ISR<br />

rose to 504,300 tons (previous year: 446,650 tons).<br />

The French subsidiary INTERSEROH CDI S.A.S. was renamed to INTERSEROH France<br />

S.A.S. Its situation improved further thanks to the restructuring measures carried out in fiscal 2004. In<br />

spite of the intense competition, especially for higher-quality old printer paper volumes, INTERSEROH<br />

France was able to protect its market shares and even expand them in some regions. This enabled<br />

the successful acquisition of new big customers. INTERSEROH France erected a new site in<br />

Strasbourg. The total tonnage traded amounted to close on 507,000 tons (previous year: 560,000<br />

tons). The decline in tonnage can be attributed mainly to the sale of the Pierrefitte site.<br />

INTERSEROH has given up its paper activities in Belgium. Padec S.A. was closed down and<br />

s.a. Emile Sanglier was sold. A part of the business activities of Padec S.A. were transferred to<br />

INTERSEROH France. The changes made to management and sales did not produce the lasting<br />

earnings power wanted.<br />

INTERSEROH is the market leader in the collection and recycling of used kraft paper bags.<br />

Repasack GmbH managed to keep the tonnage of used kraft paper bags marketed at the previous<br />

year’s level. ISD INTERSEROH Dienstleistungs GmbH enjoyed the same development.<br />

Old and Residual Wood<br />

Following a slight decline in the purchase prices for old wood, partly also attributable to the weather,<br />

prices rose again significantly after 1 June <strong>2005</strong>. The selling prices for old wood for thermal utilisation<br />

dropped. The reason for this development is the prohibition on dumping of untreated organic materials<br />

contained in the TASi. There were only minor adjustments in the prices for grades suitable for material<br />

recycling.<br />

INTERSEROH managed to increase both its trading volumes and the volumes accrued at its<br />

wood sites slightly in the year under review compared to 2004. The trade in old wood and other types<br />

of biomass was expanded to Denmark and Poland.<br />

Due to the continued growth in the importance of old wood, INTERSEROH made several<br />

important investments in <strong>2005</strong>.<br />

The processing capacity at the INTERSEROH wood site in Bückeburg was raised<br />

considerably with a new preliminary fragmentising plant. INTERSEROH also expanded the wood site<br />

NRW to supply the biomass-fuelled combined heating and power station in Lünen. Supplies to the<br />

power station are due to start in the second quarter of 2006. A rail logistics system for old wood with<br />

wagon sets between France and Germany was installed.<br />

Plastics<br />

Rising prices with a plus of 20 percent overall characterised the past financial year. Prices slumped at<br />

the end of the year. We were able to increase the volumes of plastic marketed significantly and<br />

consolidate our position on the market. International trading activities were expanded.<br />

15


The domestic economy did not have any serious effects on the volumes of EPS (polystyrene)<br />

marketed. They were kept at the previous year’s level. The prices for this raw material developed like<br />

those for plastic. Increased expenditure on transport due to toll payments was offset completely.<br />

INTERSEROH Kunststoffaufbereitung GmbH in Aschersleben has fulfilled the expectations<br />

placed in it and is on a growth course. It manufactures and then markets regranulates from EPS.<br />

Aschersleben is located at the intersection of the important industrial regions of Halle/Leipzig,<br />

Magdeburg, Bitterfeld and Berlin and therefore offers substantial logistical advantages.<br />

4. Steel and Metal Recycling: Declining Crude Steel Production Reduces Volumes<br />

The year <strong>2005</strong> was again characterised by extreme volatility in scrap steel prices. Following true<br />

booms in prices to October 2004, the decline in scrap steel prices continued from the end of 2004 to<br />

June <strong>2005</strong>. Many European steelworks cut back their production in order to prop up steel prices. The<br />

demand for steel weakened, stocks were still well-filled. This decline in demand coincided with still<br />

relatively high scrap steel supply, especially from Russia and the Ukraine. Scrap steel prices rose in<br />

July and August. In the months thereafter they dropped slightly to the end of <strong>2005</strong>.<br />

The reduction in the demand for scrap steel also diminished the tonnage marketed by<br />

INTERSEROH. Due to the declines in prices, activities in direct sale business, where margins are<br />

comparatively weak, were reduced in favour of warehouse business, where margins are higher. Direct<br />

sale business where margins were too low were given up completely.<br />

Due to the strong demand for also older used vehicles and the lack of harmonisation in<br />

dumping legislation in Europe (see also section 1. B), the number of car bodies in Germany dropped.<br />

Nevertheless, INTERSEROH’s processing capacities are largely being used to the full. The sites were<br />

modernised with extensive investments in shredder technology to meet the requirements of the<br />

Technical Instructions for Domestic Waste. For example, INTERSEROH Jade-Stahl in Wilhelmshaven<br />

and INTERSEROH MAB Rostock invested in a new non-ferrous metal and shredder light fraction<br />

separation plant respectively. A new fine dust filter plant was installed at INTERSEROH Evert Heeren<br />

in Leer.<br />

The tonnage of non-ferrous metals was increased.<br />

In keeping with the concentration tendencies on the buyer side, the INTERSEROH Group<br />

expanded its market position and therefore competitiveness in the steel and metal recycling segment<br />

further.<br />

The company “Franz Jungnickel” in Marktredwitz / Bavaria was bought in an asset deal. Apart<br />

from steel and metal scrap, it also recycles paper and plastics. It has been merged into INTERSEROH<br />

Franken Rohstoff GmbH, Sennfeld.<br />

The activities of the company “Serog H. Suhrbier GmbH” in Bous / Saarland were also bought<br />

in an asset deal. It will operate in future under the name of INTERSEROH Serog GmbH.<br />

The two acquisitions have further improved INTERSEROH’s coverage for the collection and<br />

processing of these materials. INTERSEROH is now ranked second among German scrap<br />

processors.<br />

On 1 July <strong>2005</strong> INTERSEROH also acquired a 70-percent interest in RHS Rohstoff Handel<br />

GmbH in Stuttgart. This has strengthened activities in the trading of non-ferrous metals even further.<br />

These three acquisitions brought a total of almost 150,000 annual tons of steel and metal<br />

scrap into the group.<br />

The subsidiary INTERSEROH Hetzel GmbH began moving from Heidelberg to the harbour in<br />

Mannheim towards the end of the year under review. The move should be complete in autumn 2006.<br />

Hetzel will then operate one of the most modern recycling plants in Germany.<br />

Due to the strong demand in Eastern Europe for old cars and relocation of labour-intensive<br />

production to these countries, the amount of scrap steel being generated there is also rising. It is<br />

therefore INTERSEROH’s strategy to increase its presence in these countries. Our associated<br />

company in Szczecin in Poland, TOM, increased its presence with four additional sites. With 10 sites,<br />

TOM is now the market leader in Western Poland. A new company was established in St. Petersburg,<br />

Russia, at the end of <strong>2005</strong>.<br />

16


Secondary raw materials 2004/<strong>2005</strong> including steel and<br />

metal recycling<br />

2004 <strong>2005</strong><br />

Total volume in t Total volume in t<br />

Wastepaper 1,119,400 1,104,900<br />

Old wood 635,400 649,700<br />

Plastics 106,100 123,900<br />

Kraft paper bags 14,800 15,800<br />

Scrap metal 109,400 134,600<br />

Scrap steel 3,650,700 3,127,600<br />

Composites 49,600 27,900<br />

Other secondary raw materials 16,700 14,100<br />

5. Investments Up<br />

The current investments for the financial year totalled EUR 28.07 million (previous year: EUR 13.64<br />

million), consisting mostly of accruals to property, plants and equipment at EUR 21.91 million<br />

(previous year: EUR 12.29 million), especially land and buildings at EUR 4.34 million, technical<br />

equipment and machinery at EUR 4.95 million and other facilities, fittings and equipment at EUR 4.66<br />

million. Advances to suppliers and investments in construction amounted to EUR 7.97 million,<br />

primarily for alterations to various sites and the construction of large mechanical plants.<br />

The accruals to intangible assets totalled EUR 3.84 million, mainly for the costs of EUR 1.57<br />

million incurred by the closing date for software that is to be introduced group-wide and goodwill of<br />

EUR 1.55 million.<br />

The accruals to at-equity participations of EUR 0.2 million resulted from the transformation of a<br />

shareholder’s loan to equity.<br />

Investments in the field of long-term financial assets mounted to EUR 2.12 million in the year<br />

under review. Contained in this amount are EUR 0.95 million as the share of a group company not yet<br />

consolidated as of 31 December <strong>2005</strong>. Also included are accruals in the field of long-term loans to<br />

affiliated and associated companies not yet consolidated and to external third parties totalling EUR<br />

1.01 million.<br />

The services and raw materials segment accounted for EUR 14.19 million of the current<br />

investments. The investments in intangible assets of EUR 1.94 million went primarily on the<br />

implementation of new software, for which advances of EUR 1.36 million were paid in <strong>2005</strong>. A total of<br />

EUR 10.44 million was invested in fixed assets. The accruals in the field of fixed assets fell mainly on<br />

advances to suppliers and investments in construction of EUR 5.47 million, of which EUR 4.89 million<br />

were spent on alterations to a site belonging to INTERSEROH Holzkontor NRW and on technical<br />

equipment and machinery as well as other facilities, fittings and equipment at EUR 3.08 million and<br />

EUR 1.84 million respectively.<br />

The accruals in the field of long-term financial assets of EUR 1.80 million comprised mainly<br />

the purchase of the shares of a subsidiary company not consolidated in <strong>2005</strong> (EUR 0.95 million), longterm<br />

loans to unconsolidated affiliated companies (EUR 0.40 million) and long-term loans to external<br />

third parties (EUR 0.38 million).<br />

The steel and metal recycling segment accounted for EUR 13.88 million. The accruals in<br />

intangible assets of EUR 1.81 million comprised mainly goodwill of EUR 1.47 million resulting from the<br />

acquisition of three metal recycling plants and the costs of EUR 0.21 million for the implementation of<br />

new software. A total of EUR 11.47 million was invested in property, plants and equipment, EUR 4.29<br />

million of which in land and buildings, EUR 1.86 million in technical equipment and machinery as well<br />

as EUR 2.82 million in other facilities, fittings and equipment. The advances to suppliers and<br />

investments in construction totalling EUR 2.50 million were spent primarily on two scrap cutters and a<br />

recycling plant.<br />

The accruals in the field of long-term financial assets of EUR 0.40 million comprised mainly<br />

long-term loans to associated companies at EUR 0.23 million.<br />

17


6. Financing Measures: Net Debt Reduced<br />

The overwhelming majority of current payment transactions and current account balances for major<br />

domestic INTERSEROH companies are concentrated in three banks operating throughout Europe.<br />

The relevant accounts are included in a cash pooling arrangement. The former Hansa companies<br />

have a separate cash pooling arrangement with the same banks as with INTERSEROH AG. The<br />

security for the cash pooling credit line is provided by INTERSEROH AG.<br />

Bank liabilities dropped in the year under review by EUR 8.26 million to EUR 33.85 million and<br />

liquid funds from EUR 31.23 million to EUR 29.48 million. The net debt of the group to banks therefore<br />

dropped by EUR 6.51 million.<br />

With equity of EUR 118.44 million, the group’s equity ratio is 37.28 percent. This capitalisation<br />

represents a very solid foundation for the further development of INTERSEROH. Future investments<br />

will be financed – as far as possible – from own funds.<br />

7. Human Resources and Social Security: Qualification Measures Improved<br />

Workforce Grows<br />

The average size of the group’s workforce over the year amounted to 1,301 (previous year: 1,254).<br />

The services and raw materials trading segment employed an average staff of 593 (previous<br />

year: 572). The number of employees was 400 (previous year: 370) and the number of industrial<br />

workers 193 (previous year: 202).<br />

An average of 707 people were employed in the steel and metal recycling segment in the<br />

financial year (previous year: 682), comprising 246 employees (previous year: 246) and 461 industrial<br />

workers (previous year: 436).<br />

Carefully Tailored Qualification Measures<br />

INTERSEROH introduced a new personnel development concept in the year under review. The<br />

concept is based on a model, with whose help necessary skills are defined and existing skills<br />

identified. In this connection INTERSEROH also subjected its evaluation system to a thorough review.<br />

This was followed by the development of further education and training plans. The purpose of these<br />

plans is to support the individual development of senior and junior management personnel so that<br />

existing and future tasks can be solved even more competently than in the past. The qualification<br />

programs of the individual subsidiaries of the INTERSEROH Group have been adapted accordingly.<br />

INTERSEROH again offered IT and other specialised seminars as well as interdisciplinary<br />

training course on subjects such as personality development and behavioural training in <strong>2005</strong>. Internal<br />

job vacancies are advertised throughout the group. With this policy INTERSEROH offers an additional<br />

opportunity for the further development of its employees.<br />

New Employee Performance System Developed<br />

To help improve the personal performance of INTERSEROH employees, interviews are held with<br />

employees in the fourth quarter of every year to agree individual objectives for the following year with<br />

the employees. In a pilot project the group developed a simplified performance system that is now<br />

available to all group companies.<br />

Clear Information for Newcomers<br />

To give new employees a quick idea of the overall group and its growth, INTERSEROH has<br />

developed a group information system, which presents the activities of the individual subsidiary<br />

companies clearly and efficiently. Its purpose is to promote transparency and inter-company<br />

cooperation. Due to the growing fields of business, the group information system is not a static<br />

instrument, but is updated regularly.<br />

Company Pension Scheme Supported<br />

Analysis of one’s own personal income and life situation is an important building block in the search<br />

for suitable retirement pension possibilities. The INTERSEROH Group has made arrangements so<br />

that its employees can have such an analysis performed by qualified consultants. INTERSEROH<br />

supports the selected insurance products with an employer contribution of 10 percent. Around 20<br />

percent of the workforce have already made use of this opportunity.<br />

18


INTERSEROH Wins Top Job Third Time Running<br />

ISD INTERSEROH Dienstleistungs GmbH took part in the project Top Job for the third time. This<br />

competition looks for the best employers in Germany once a year. INTERSEROH was counted among<br />

these employers for the third time in succession.<br />

Social Commitment Continued<br />

During the First Cologne Volunteer Day in September 2003 INTERSEROH committed itself to a<br />

lifelong partnership with a Cologne orphanage, which involves regular participation by INTERSEROH<br />

employees and was continued in the year under review. INTERSEROH again also supported the<br />

activities of the association Diagnose Leukämie e.V., which works to promote the healing of children<br />

suffering from leukaemia.<br />

8. Environmental Protection is an Integral Part of Our <strong>Business</strong><br />

The term “closed loop economy” conveys a concrete promise for sustainable use of natural resources<br />

in production and consumption and has become a guiding principle. Sustainability is an integral<br />

component of INTERSEROH’s philosophy. By closing recycling loops, the group generates streams of<br />

raw materials to supply industry. In this way INTERSEROH makes a valuable contribution to the<br />

creation and development of demand for recycled raw materials and thus to the protection of natural<br />

resources. For INTERSEROH, therefore, environmental protection is not a side issue, but the object of<br />

its business activities.<br />

Like all companies, INTERSEROH is subject to international, national and regional<br />

environmental laws, ordinances and guidelines. To ensure compliance, the group’s operations are<br />

continually inspection by certification companies because almost all INTERSEROH plants are certified<br />

as specialist waste disposal companies and 95 percent already have a certified quality management<br />

system in place.<br />

To meet the requirements of the Old Auto Ordinance and Technical Instructions for Domestic<br />

Waste and its implicit ban on dumping of untreated organic wastes, numerous plants have been<br />

installed at the group’s scrap yards for further separation of the so-called shredder light fraction (e.g.<br />

plastics, foamed materials, rubber). As a result of this, even greater proportions of old cars are<br />

returned to the material cycle – protecting scarce raw material resources and minimising the amount<br />

of waste that has to be disposed of.<br />

9. Marketing and Advertising: New Marketing Campaign Launched<br />

INTERSEROH launched a selective marketing campaign to support the sales activities for the Dual<br />

System INTERSEROH (DSI). Advertisements were placed in various publications, whose target<br />

readership are potential DSI customers, since late summer <strong>2005</strong>. At the centre of the campaign, which<br />

was supported by multi-stage mailing campaigns and the work of a call centre, stood the world’s<br />

largest food and beverage fair “anuga” in Cologne. INTERSEROH also participated in the anuga from<br />

8 to 12 October <strong>2005</strong> with its own exhibition booth, which also covered the INTERSEROH deposit<br />

system and INTERSEROH self-disposal system. In this way a few hundred promising talks with<br />

representatives from the target group in the food industry were held.<br />

INTERSEROH also exhibited at other important trade fairs in <strong>2005</strong>. At the Paperworld in<br />

Frankfurt in January INTERSEROH presented not only the traditional service of recycling of transport<br />

packaging, but also the modus operandi for the collection of empty ink and toner cartridges and its<br />

know-how in all questions concerning the recycling of old electrical and electronic equipment. At the<br />

Interpack in Düsseldorf in April INTERSEROH demonstrated its services for the recycling of<br />

packaging. Also in April, INTERSEROH was present with a large exhibit at the International Trade Fair<br />

for Water, Sewage, Refuse, Recycling (IFAT), one of the leading environment fairs worldwide.<br />

Numerous talks were held with private and municipal waste management companies at this industry<br />

meeting. In addition to these trade fairs, INTERSEROH was also present at important branch fairs of<br />

its individual business segments.<br />

The third, and for the time being last, INTERSEROH information event on implementation of<br />

the European WEEE directive and German law on old electrical and electronic equipment took place<br />

on 28 February <strong>2005</strong>. The conference focussed on concretisation of the future recycling of old<br />

equipment as a result of the law in Germany, implementation of the directive in the other member<br />

states of the European Union and the resultant organisational possibilities. INTERSEROH also<br />

presented its organisational solutions especially for the national sector.<br />

19


INTERSEROH also launched the fourth generation of its group website at the address<br />

www.interseroh.de in the past financial year. The complete redesign has made the website clearer<br />

and more user-friendly. The websites of the group and subsidiary companies were adapted to the<br />

corporate design.<br />

The information brochures and flyers for existing and potential customers were updated and<br />

new flyers produced in German and English due to the expansion in services offered by the group.<br />

10. Public Relations: Resonance in the Media Grows Further<br />

INTERSEROH held four large press conferences in the year under review. In addition to the press<br />

conference on its annual financial statements and its autumn press conference, INTERSEROH also<br />

presented itself and its new services to media representatives at the IFAT in Munich in April and its<br />

new marketing campaign for the Dual System INTERSEROH in September.<br />

Contacts to general-interest and trade media were intensified through visits to editorial offices<br />

and individual talks. They were followed by interviews and guest commentaries in the print media,<br />

radio and television. INTERSEROH also regularly issued press releases to provide up-to-date<br />

information on all important business activities. The press releases were published simultaneously on<br />

the Internet at the INTERSEROH website. INTERSEROH was mentioned in numerous articles and<br />

programs throughout the year. The regionalisation of public relations introduced in <strong>2005</strong> because of<br />

the approximately 70 INTERSEROH sites broadened the company’s presence in the media.<br />

INTERSEROH again distributed its newsletter FaxFacts to its partners in <strong>2005</strong>. The newsletter<br />

focuses on developments in environmental policy and related INTERSEROH services. Four issues of<br />

the customer magazine CIRCLE were published, each with a circulation of at least 17,000 copies.<br />

11. Investor Relations: Interest in INTERSEROH Share Grows Further<br />

The INTERSEROH AG stock was again viewed by the financial community as an attractive alternative<br />

in the year under review. Investor relations work was intensified accordingly. The INTERSEROH<br />

Management Board and IR officer held numerous one-to-one talks with analysts and institutional and<br />

potential investors from Germany, Austria, Great Britain, France and the USA in the company’s<br />

headquarters. Investor conferences and numerous road shows with the Management Board in<br />

Frankfurt, Munich and Zurich met with great interest. INTERSEROH is now regularly observed and<br />

analysed by various German financial analysts.<br />

In <strong>2005</strong> private investors also increasingly made use of the possibility of approaching the IR<br />

officer directly with their questions.<br />

In November INTERSEROH participated in the Cologne Stock Forum organised by the<br />

German investor protection association Schutzvereinigung für Wertpaperbesitz e.V. (DSW) and<br />

Cologne-based Börsenverein e.V. In this event German and international public stock corporations<br />

give private investors an opportunity to inform themselves from sources otherwise open only to<br />

institutional investors and analysts. INTERSEROH AG invited the private shareholders known to it to<br />

this event.<br />

INTERSEROH authorised a new designated sponsor with effect from 1 May <strong>2005</strong>.<br />

All the items on the agenda for the ordinary general shareholders’ meeting in June <strong>2005</strong> were<br />

adopted with a large majority. The ordinary general shareholders’ meeting for 2006 will be held in<br />

Cologne on 22 June.<br />

The press conference convened to present the annual financial statements reported on the<br />

economic development of the INTERSEROH Group. INTERSEROH informed the public about the<br />

economic development of the company in the individual quarters of the year in press releases.<br />

Analysts, institutional and private investors also received this information in the form of shareholder<br />

letters. The information was also published simultaneously on the Internet at the INTERSEROH<br />

website.<br />

In the course of the website facelift the category “Investor Relations” was revised completely<br />

and expanded to include further information.<br />

On 25 November <strong>2005</strong> the Management Board of INTERSEROH AG was notified that the<br />

company Praetorium 61. VV GmbH had decided to offer to buy the ordinary bearer shares of<br />

INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen without par value from the<br />

shareholders of INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen in a public<br />

takeover bid against payment of a purchase price of EUR 26.60 per ordinary share. Praetorium 61. VV<br />

GmbH, in future Isabell Finance Vermögensverwaltungs GmbH, is a company in the ALBA Group.<br />

20


Praetorium 61. VV GmbH currently holds 25.75 percent of the shares in INTERSEROH<br />

Aktiengesellschaft zur Verwertung von Sekundärrohstoffen.<br />

Security type: Domestic share, bearer share<br />

Quoted: Regulated markets in Frankfurt, Düsseldorf and XETRA trading; regulated unofficial markets<br />

in Stuttgart, Munich, Hamburg and Berlin-Bremen<br />

Financial year: 31.12.<br />

Notifiable shareholders: Praetorium 61. VV GmbH (25.75%)<br />

Float: 74.25%<br />

Par value: EUR 2.60<br />

Shares: 9.84 million<br />

Bloomberg code: ITS.ETR<br />

Reuters code: INSG.de<br />

ISIN: DE0006209901<br />

German securities identification number: 620990<br />

PRICE AND TURNOVER STATISTICS<br />

IN EUROS<br />

XETRA<br />

FRANKFURT<br />

Highest variable price 29.32 31.00<br />

Lowest variable price 17.10 16.60<br />

Spread 52.64 % 60.50 %<br />

Opening price 1 st day of trading 17.10 17.25<br />

Closing price 27.60 27.41<br />

Performance 61.40 % 58.90 %<br />

12. Dividend Yield 3.14 Percent<br />

Based on INTERSEROH AG’s retained earnings of EUR 8,462,400, the Management Board is able to<br />

propose a dividend of EUR 0.86 per individual share certificate for the past financial year to the<br />

Supervisory Board and general shareholders’ meeting (previous year: EUR 0.86). Related to the<br />

closing price of EUR 27.41 at the Frankfurt Stock Exchange at the end of December <strong>2005</strong>, the<br />

dividend yield amounted to 3.14 percent.<br />

13. INTERSEROH Identifies with Corporate Governance<br />

Good corporate governance comprises all the principles for responsible and best-possible<br />

management practice and corporate control by generally accepted values. It pursues the object of<br />

communicating reliability, securing the confidence of shareholders, business partners, staff and<br />

general public and influencing the intrinsic value of the company positively over the long term by way<br />

of exemplary conduct.<br />

Shareholder rights, the quality of the Supervisory Board and the guarantee of reasonable<br />

transparency are all important components of a value-orientated corporate philosophy. In addition to<br />

them and the complete internal organisational structure, including the company’s risk management,<br />

the German Corporate Governance Code (DCGK) was adopted on 26 February 2002, with whose<br />

recommendations and ideas the Management Board and Supervisory Board overwhelmingly identify.<br />

The aims of keeping the company in good shape, to which the Supervisory Board and<br />

Management Board of INTERSEROH AG are committed, were pursued vigorously by the boards in<br />

the past. They are codified to a large part in applicable laws, the company’s bylaws and in the rules of<br />

procedure of the INTERSEROH Group.<br />

Within the INTERSEROH Group, only INTERSEROH AG writes a governance report. There is<br />

no such obligation for other companies in the group. INTERSEROH AG has not set up any own<br />

corporate governance principles.<br />

Shareholders and the General Shareholders’ Meeting<br />

For INTERSEROH, guaranteeing shareholder rights and holding a shareholders’ meeting that is<br />

orientated towards the shareholders, with the possibility of permanent voting by proxy, as an annual<br />

21


forum for direct contact with the Management Board and Supervisory Board are enduring components<br />

of business management.<br />

Due to a lack of interest, broadcasting of the general shareholders’ meeting via the Internet is<br />

currently not planned.<br />

Management Board and Supervisory Board<br />

The Management Board and Supervisory Board continuously work together closely for the well-being<br />

of INTERSEROH. The full Supervisory Board, the Chairman’s Committee, the Personnel Committee<br />

and the Audit Committee meet regularly or when required. Regarding the frequency of meetings,<br />

reference is made to the <strong>Report</strong> of the Supervisory Board. The Audit Committee is chaired by neither<br />

the Chairman of the Supervisory Board nor a former member of the Management Board of the<br />

company. The Supervisory Board also deliberates when necessary without the Management Board.<br />

Following the voluntary public takeover bid by Isabell Finance Vermögensverwaltung GmbH<br />

on 5 January 2006, the Management Board did not convene an extraordinary general shareholders’<br />

meeting for discussion or resolution on legal measures. According to the joint statement of the<br />

Management Board and Supervisory Board on 17 January 2006 pursuant to § 27 of the German<br />

Securities Acquisition and Takeover Act, there is no additional need for information or resolutions by<br />

the general shareholders’ meeting.<br />

INTERSEROH AG does not use stock option programmes or similar securities-orientated<br />

incentive systems. The variable compensation of the Management Board does not contain stock<br />

options or comparable arrangements.<br />

Transparency, Submission of Accounts and Auditing<br />

In addition to the possibility of direct contact with the company at any time, INTERSEROH also<br />

continually publishes information on important developments in the group on the Internet at the<br />

address www.interseroh.de.<br />

A portrait of the company as well as its annual reports, quarterly reports and information on<br />

certain services are also available there in English.<br />

The annual financial statements are prepared both in accordance with the German<br />

Commercial Code and the consolidated financial statements also in accordance with the International<br />

Financial <strong>Report</strong>ing Standards (IFRS). The external audit including priority audits are conducted by<br />

KPMG Deutsche Treuhand-Gesellschaft Wirtschaftsprüfungsgesellschaft in Cologne.<br />

The shares in the company and related financial instruments owned by the members of the<br />

Management and Supervisory Boards are listed in the annex. According to this list, the Supervisory<br />

Board Chairman Dr. Axel Schweitzer and the Supervisory Board member Dr. Eric Schweitzer together<br />

hold a voting share of 25.75 percent in INTERSEROH AG. The voting rights are attributable to both<br />

gentlemen according to § 22, Par. 1, No. 1 Securities Trading Act.<br />

Deviations<br />

Where the group deviated or deviates from the recommendations of the DCGK in isolated cases, this<br />

is stated in the declarations of compliance by the Management Board and Supervisory Board of<br />

INTERSEROH AG. They can be called up on the Internet at http://www.interseroh.de/Investor-<br />

Relations.<br />

14. Major Transactions in the Financial Year<br />

Apart from the business development in the services and raw materials trading and steel and metal<br />

recycling segments already described, the following transactions in the year under review must also<br />

be mentioned.<br />

Acquisition of Companies<br />

ISD INTERSEROH Dienstleistungs GmbH acquired the companies DPK Deutsche Pfandkonzept,<br />

Cologne, and Westpfand Clearing GmbH, Cologne, completely with economic effect from 1 January<br />

<strong>2005</strong>. DPK was merged into Westpfand. The company operates as INTERSEROH Pfand-System<br />

GmbH, Cologne.<br />

INTERSEROH RSH Recycling-Stahl-Handel acquired INTERSEROH RSH Sweden, Göteborg<br />

/ Sweden, effective from 30 November <strong>2005</strong>.<br />

Sale of Companies<br />

INTERSEROH France S.A.S., Paris / France, sold SUD Papier International S.A., Mello / France, with<br />

effect from 22 December <strong>2005</strong>.<br />

22


Formation of New Companies<br />

Formation and registration of INTERSEROH d.o.o., Croatia, was completed on 4 May <strong>2005</strong>.<br />

Assignment<br />

ISD INTERSEROH Dienstleistungs GmbH transferred its operations in paper and plastic raw materials<br />

trading to ISR INTERSEROH Rohstoffe GmbH, Cologne, with legal effect from 1 January <strong>2005</strong> and<br />

operational effect from 1 July <strong>2005</strong>.<br />

Renaming of Companies<br />

The French company INTERSEROH CDI S.A.S. has been operating under the name of<br />

INTERSEROH France S.A.S. since 1 September <strong>2005</strong>.<br />

Management Board<br />

Michael Mevissen, responsible for the services and raw materials trading segment, left the<br />

Management Board of INTERSEROH AG on 30 June <strong>2005</strong>. He was succeeded by Roland Stroese on<br />

8 October <strong>2005</strong>.<br />

Conversion to SAP<br />

In order to standardise the financial accounting and controlling software used in the group and to<br />

simplify reporting, the complete financial accounting and cost accounting including fixed asset<br />

accounting in the subsidiaries of the INTERSEROH Group are being converted to SAP successively<br />

beginning with the current financial year. This process will prospectively be completed in October<br />

2006. The higher level of automation in reporting will enable better and sooner compliance with the<br />

stricter requirements resulting from the change to application of the International Financial <strong>Report</strong>ing<br />

Standards (IFRS). The related effects will be cost savings, higher efficiency and better quality.<br />

15. Total Return on Capital Employed as Management Instrument<br />

The Management Board of INTERSEROH AG stipulates the strategy for the corporate divisions and<br />

group subsidiaries and manages their business. The management system aims at a reasonable return<br />

on capital employed. This applies to both equity and debt capital. To meet this goal, the main<br />

management parameter for group companies is the total return on capital employed. This is defined in<br />

the group as the ratio of EBIT to total capital.<br />

In addition to this, the discounted cash flow method is used to valuate investments, both in<br />

financial and fixed assets. The future payments surpluses are discounted with the help of the weighted<br />

capital costs on the valuation date. Together with a required minimum return and a minimum<br />

amortisation period, the cash values achieved by every single investment should secure and expand<br />

the total return on capital employed of the group.<br />

Due to the volatility of raw material prices, the return on sales often named in other groups is<br />

not a telling parameter for the INTERSEROH Group as a total entity.<br />

23


C. PRESENTATION AND EXPLANATION OF THE EARNINGS AND FINANCIAL POSITION AND<br />

KEY CONSOLIDATED RATIOS<br />

1. Earnings Position<br />

EUR<br />

million %<br />

<strong>2005</strong> 2004 Change<br />

EUR<br />

million %<br />

EUR<br />

million<br />

Turnover 946.91 101.8 1,040.15 98.1 -93.24<br />

Increase/Decrease in inventories -17.09 -1.8 20.68 1.9 -37.77<br />

Total performance 929.82 100.0 1,060.83 100.0 -131.01<br />

Cost of materials -763.45 -82.1 -876.31 -82.6 112.86<br />

Gross profit 166.36 17.9 184.52 17.4 -18.16<br />

Other operating income 5.55 0.6 3.95 0.4 1.60<br />

Operating income 171.91 18.5 188.47 17.8 -16.55<br />

Personnel expenses -64.82 -7.0 -64.66 -6.1 -0.15<br />

Scheduled depreciation -11.49 -1.2 -11.79 -1.1 0.30<br />

Operating and administrative expenses -41.35 -4.4 -41.65 -3.9 0.30<br />

Selling expenses -27.52 -3.0 -23.79 -2.2 -3.73<br />

Non profit related taxes -1.27 -0.1 -1.51 -0.1 0.24<br />

-146.45 -15.8 -143.41 -13.5 -3.04<br />

Operating result 25.46 2.7 45.06 4.2 -19.59<br />

Investment result 0.97 0.1 2.56 0.2 -1.58<br />

Interest result -2.88 -0.3 -4.33 -0.4 1.45<br />

Other financial result 0.09 0.0 0.10 0.0 -0.01<br />

Result from ordinary operations 23.64 2.5 43.38 4.1 -19.73<br />

Extraordinary depreciation -1.18 -0.36 -0.82<br />

Results relating to other periods 7.39 1.72 5.67<br />

Earnings before taxes 29.85 44.73 -14.89<br />

Taxes on income -10.88 -15.13 4.25<br />

Consolidated net income 18.97 29.60 -10.63<br />

Profit/Loss for other shareholders -0.52 -0.21 -0.31<br />

Consolidated unappropriated net<br />

income 18.44 29.39 -10.95<br />

Turnover dropped by 8.9 percentage points (EUR 93.24 million) in the past financial year. The main<br />

reason for this decline in turnover is the drop in raw material volumes in the steel and metal recycling<br />

segment compared to the previous year.<br />

The selling expenses rose by 15.7 percentage points (EUR 3.73 million) compared to the<br />

previous year. The main reason for this was increased expenditure on transport and storage as well<br />

as on advertising.<br />

The results relating to other periods rose compared to the previous year primarily due to<br />

increased use of provisions and use of value adjustments on receivables.<br />

The taxes on income dropped by an absolute sum of EUR 4.25 million due to the lower net<br />

group result compared to the previous year. The tax rate rose by 2.6 percent to 36.4 percent.<br />

24


2. Financial Position<br />

31.12.<strong>2005</strong> 31.12.2004 Change<br />

Assets EUR million % EUR million % EUR million<br />

⋅ Intangible assets 23.99 7.5 21.33 6.9 2.66<br />

⋅ Property, plants and equipment 60.23 19.0 52.71 16.9 7.52<br />

⋅ Holdings valued at equity 6.64 2.1 6.43 2.1 0.21<br />

⋅ Financial assets 4.23 1.3 4.80 1.5 -0.57<br />

⋅ Other receivables 0.44 0.1 0.16 0.1 0.28<br />

⋅ Deferred tax claims 5.79 1.8 9.05 2.9 -3.26<br />

Long-term assets 101.31 31.9 94.48 30.3 6.83<br />

⋅ Inventories 37.97 11.9 42.47 13.6 -4.50<br />

⋅ Trade accounts receivable 126.91 39.9 132.13 42.4 -5.23<br />

⋅ Financial assets 1.95 0.6 0.27 0.1 1.68<br />

⋅ Other receivables 10.11 3.2 8.20 2.6 1.91<br />

⋅ Current income tax claims 10.01 3.2 2.66 0.9 7.35<br />

⋅ Liquid assets 29.48 9.3 31.23 10.0 -1.75<br />

Short-term assets 216.43 68.1 216.97 69.7 -0.54<br />

317.74 100.0 311.45 100.0 6.29<br />

31.12.<strong>2005</strong> 31.12.2004 Change<br />

Passiva EUR million % EUR million % EUR million<br />

⋅ Subscribed capital 25.58 8.1 25.58 8.2 0.00<br />

⋅ Reserves 91.08 28.7 80.97 26.0 10.11<br />

⋅ Share of equity attributable to the<br />

shareholders of INTERSEROH AG 116.66 36.7 106.55 34.2 10.11<br />

⋅ Minority interests 1.78 0.6 0.54 0.2 1.24<br />

Shareholders’ equity 118.44 37.3 107.09 34.4 11.35<br />

⋅ Provisions for pensions 20.12 6.3 20.20 6.5 -0.08<br />

⋅ Other long-term provisions 3.43 1.1 5.46 1.8 -2.03<br />

⋅ Deferred tax liabilities 2.87 0.9 3.66 1.2 -0.79<br />

⋅ Financial liabilities 17.32 5.5 32.73 10.5 -15.41<br />

⋅ Other long-term liabilities 0.76 0.2 2.61 0.8 -1.85<br />

Long-term debt 44.49 14.0 64.66 20.8 -20.17<br />

⋅ Provisions 3.74 1.2 3.71 1.2 0.03<br />

⋅ Current income tax liabilities 4.64 1.5 6.70 2.2 -2.06<br />

⋅ Financial liabilities 27.72 8.7 15.43 5.0 12.29<br />

⋅ Trade accounts payable 97.74 30.8 91.00 29.2 6.74<br />

⋅ Other short-term liabilities 20.97 6.6 22.86 7.3 -1.89<br />

Short-term debt 154.80 48.7 139.70 44.9 15.10<br />

317.74 100.0 311.45 100.0 6.29<br />

The total assets of the group rose by EUR 6.29 million (2.0 percent) to EUR 317.74 million in <strong>2005</strong>.<br />

The long-term assets grew by EUR 6.83 million mainly due to the high investments in fixed<br />

assets (EUR 21.91 million).<br />

The changes in short-term assets of EUR 0.54 million can be attributed to two opposing<br />

effects. Whereas inventories and trade accounts receivable in particular fell by EUR 4.5 million and<br />

EUR 5.23 million respectively – primarily due to a drop in turnover in the steel and metal recycling<br />

segment – income tax claims rose by EUR 7.35 million.<br />

The equity ratio in the group improved by 2.9 percentage points from 34.4 percent in 2004 to<br />

37.3 percent in <strong>2005</strong>.<br />

The changes in debt capital can be attributed mainly to changes in the field of long and shortterm<br />

financial liabilities. While long-term financial liabilities fell by EUR 15.41 million, short-term<br />

financial liabilities rose by EUR 12.29 million. The changes in long and short-term financial liabilities<br />

25


esult from the restructuring from long-term bank loans to short-term loans and the resultant<br />

repayments and new short-term bank loans.<br />

The trade accounts payable rose by 7.4 percentage points (EUR 6.74 million) compared to<br />

the previous year, mainly due to the increase in liabilities from contracts in the services and raw<br />

materials trading segment.<br />

26


3. Key Consolidated Ratios in %<br />

Balance Sheet Ratios Definition<br />

<strong>2005</strong> 2004<br />

- Intensity of property, plants Property, plants and equipment according to balance<br />

and equipment<br />

sheet x 100/total assets 19.0 16.9<br />

- Inventory turnover Turnover according to income statement/inventories<br />

according to balance sheet 24.9 24.5<br />

- Turnover of accounts Turnover according to income statement/trade<br />

receivable<br />

accounts receivable according to balance sheet 7.5 7.9<br />

- Equity ratio Shareholders’ equity according to balance sheet x<br />

100/total assets 37.3 34.4<br />

Earnings Ratios Definition<br />

- Return on sales Earnings before interest and taxes according to<br />

income statement x 100/turnover according to income<br />

statement 3.6 4.8<br />

- Return on equity Earnings after tax according to income statement x<br />

100/equity according to balance sheet 16.0 27.6<br />

- Return on capital employed Earnings before interest and taxes according to<br />

income statement x 100/total assets 10.7 16.0<br />

- Return on investment (ROI) Operating result according to earnings position x<br />

100/(assets less financial assets) 8.3 15.0<br />

- Intensity of materials Cost of materials according to income statement x<br />

100/total operating performance according to income<br />

statement 82.1 82.6<br />

- Intensity of personnel Personnel expenses according to income statement x<br />

100/total operating performance according to income<br />

statement 7.0 6.1<br />

- Financial result ratio (Investment, interest and other financial result)<br />

according to income statement x 100/earnings before<br />

taxes according to income statement -6.1 -3.8<br />

27


D. OTHER INFORMATION<br />

1. Transactions of Special Importance After the Close of the Financial Year<br />

On 5 January 2006 the company Isabell Finance Vermögensverwaltungs GmbH (formerly Praetorium<br />

61. VV GmbH) submitted a voluntary public takeover bid to the shareholders of INTERSEROH AG. All<br />

the information necessary according to law was published immediately on the website of<br />

INTERSEROH AG.<br />

2. Risk Management System Updated<br />

INTERSEROH’s risk strategy calls for avoiding, hedging or insuring specific risks. These risks are<br />

operational risks resulting from day-to-day business. The goal is not to avoid all potential risks, but to<br />

establish room for manoeuvre to enable conscious risk-taking based on comprehensive knowledge of<br />

the risks involved and the overall context of the risks.<br />

Further development of the risk management system in order to provide necessary and<br />

successful support to the segments of the INTERSEROH Group was again the goal and responsibility<br />

of group management and the segment directors in fiscal <strong>2005</strong>.<br />

Risks and Opportunities from the Market Environment<br />

The dynamic development in raw material markets worldwide with highly volatile prices in 2004<br />

continued as expected in fiscal <strong>2005</strong>. Price fluctuations in Germany are still driven to a large extent by<br />

developments in key markets such as the USA and Asia. This high volatility is one of the chief risks in<br />

the complete raw materials segment as well as in the steel and metal recycling segment. The<br />

developments in the Chinese economy and steel industry also play an important role. Chinese<br />

demand and the raw material markets are expected to continue their expansion. Foreign demand,<br />

therefore, continues to be the major driving force behind raw material prices.<br />

The high level of prices in the steel sector underwent adjustments in <strong>2005</strong>, to which<br />

INTERSEROH responded with a conservative inventory and sales policy. Although fluctuations in<br />

earnings could not be ruled out as a result, they could be kept at a level corresponding to plan.<br />

Paper prices hovered around almost the same level as the year before. Remedial measures<br />

by some processors, who were affected by empty order books, only had an influence on contract<br />

volumes. The prices for plastic rose again in <strong>2005</strong>, before dropping towards the end of the year. The<br />

purchase prices for old wood remained on average at the previous year’s level and were influenced by<br />

the volumes on offer. The volume of old wood available is adequate to meet the needs of the biomass<br />

power stations according to market estimates.<br />

Risks and Opportunities from the Group Environment<br />

Regarding the risks from the original services business of the group, reference is made to the reports<br />

on the individual segments and the section “Foreseeable Development, Possible Chances and<br />

Potential Risks”.<br />

Risk Management System<br />

The risk management system extends to and integrates all operational units of the group, and includes<br />

the following characterising elements:<br />

• strategic planning at segment level;<br />

• detailed short and medium-term planning at individual company level;<br />

• monthly reporting of events and developments (financial, earnings and liquidity position) for all<br />

group companies;<br />

• centralised reporting on receivables based on structure and risk potential;<br />

• assessment of price change risks (value-at-risk analysis) in all raw materials trading segments;<br />

• timely hedging of exchange rate risks;<br />

• IT coordination, management and standardisation;<br />

• coordination of insurance;<br />

• weekly status report on overall group liquidity as basis for short-term and strategic financial<br />

management;<br />

• bank ratings (non public);<br />

• investment procedures and controlling;<br />

• internal audits (assigned directly to the Chairman of the Management Board) with regular audit<br />

reports on routine and extraordinary audits;<br />

28


• organisational manual as binding guideline for all group units;<br />

• rules of procedure with defined approval requirements;<br />

• contract review;<br />

• personnel recruitment and development;<br />

• ongoing expert opinions on tax matters;<br />

• purchase coordination;<br />

• certification, quality, environmental and safety management based on certifiable criteria;<br />

• complete end-of-year audits.<br />

Individual hedging transactions are concluded for non-payment risks on current accounts, for<br />

price change risks and for liquidity risks.<br />

Trade credit insurance policies are generally taken out with the normal excesses from<br />

international insurance companies for all debtors.<br />

In the case of some non-ferrous metals a certain market price level is secured by hedging<br />

negotiable items at suitable exchanges (e.g. London Metal Exchange) if a significant risk to the<br />

planned margin could occur for the respective underlying transaction. Price change risks are also kept<br />

low with a conservative inventory and valuation policy.<br />

Group companies must hedge transactions in foreign exchange upwards of a value of EUR<br />

25,000. Foreign currency items above this limit are sold to banks directly after concluding the<br />

transaction. Adequate group liquidity is ensured at all times even under the payment flow fluctuations<br />

that exist by way of short-term investments and needs-orientated facilities at INTERSEROH’s banking<br />

partners.<br />

The responsible segment representatives (management of the core areas), acting on behalf of<br />

the expanded group of risk managers (the risk managers of the individual companies), must make<br />

quarterly assessments of risks qualifying as “existential risks”. The assessments, which relate to the<br />

core areas, must take information from day-to-day business and the overall context of the relevant<br />

markets into account. In this way INTERSEROH ensures that all risks from the environment of each<br />

operational unit can be assessed directly.<br />

The principal risks are defined as follows:<br />

1. Strategic risks – inadequate vision and strategy<br />

2. Strategic risks – inadequate integration of strategic orientation into the management of individual<br />

companies and communication<br />

3. Strategic risks – inadequate customer orientation: trading and sales (particularly steel and metal<br />

scrap)<br />

4. Strategic risks – inadequate customer orientation: services<br />

5. Risks from new acquisitions (projects/corporate acquisitions)<br />

6. Risks from customer relations – dependence on customers<br />

7. Risks from customer relations – dependence on suppliers<br />

8. Investment and financing risks<br />

These principal risks are all assigned glossaries (sub-risks), which the risk managers also use<br />

for their assessments. Together with their assessment of the principle risks, the risk managers were<br />

also asked to name and assess any new risks they have identified. No new risks were named.<br />

The probability of occurrence of the standard individual risks in <strong>2005</strong> is seen as lower in five of<br />

the eight risk categories compared to 2004 and only exceeds the “low” category slightly in one case<br />

(previous year: three cases) (Risks from customer relations – dependence on suppliers).<br />

The change results primarily from the improved estimation of the activities of INTERSEROH<br />

France S.A.S. (formerly CDI), whose situation has improved following the restructuring measures that<br />

were implemented.<br />

The values for risk effect are seen slightly higher today by the risk managers .<br />

The overall risk assessment remained unchanged in the moderate category. This estimation<br />

has not changed fundamentally since 1999, and therefore there is again no reason for short-term<br />

measures.<br />

Risk Inventory at Segment Level<br />

The risk inventory per segment was updated. The individual risks in the inventories were assigned<br />

probabilities of occurrence, potential effects on the earnings situation estimated and appropriate<br />

measures initiated.<br />

29


From a group point of view, the analysis revealed the following risk issues:<br />

• negative influences on earnings and market share in the services segment due to the ongoing<br />

consolidation in the waste disposal branch with larger, more comprehensive groups of waste<br />

disposal companies expected to form based on systems and raw materials;<br />

• reduced margins due to the intensification in competition in the field of transport packaging<br />

recycling;<br />

• low-margin new business;<br />

• short-term changes in relevant legal conditions in the field of packaging disposal and deposits on<br />

disposable packaging as well as legal rulings (regulatory risks);<br />

• high volatility in the prices for the fractions in which INTERSEROH trades;<br />

• increased competition in the steel and metal recycling segment due to large mergers;<br />

• developments in the steel-producing industry.<br />

Although the remaining risks may indeed become significant for the individual segments or<br />

units, they will not impact noticeably on the group as a whole. Risks that pose a fundamental danger<br />

to INTERSEROH in a broader sense or which threaten the very existence of the company are not<br />

apparent at the moment.<br />

3. Foreseeable Development, Possible Chances and Potential Risks: New Fields of <strong>Business</strong><br />

Unfold Their Operational Impact<br />

The estimation of the short to medium-term development of the INTERSEROH Group is based on<br />

current expectations and assumptions regarding the effects of future events and economic conditions<br />

on the operational companies.<br />

Services<br />

INTERSEROH has lost contracts with partners in two branches for which it has recycled transport<br />

packaging for many years. This will result in a drop in registration fees and raw material revenues.<br />

Due to growing competition, a significant drop in margins also had to be accepted on the extension of<br />

contracts. According to expert opinion, private consumption will grow in 2006. INTERSEROH expects<br />

the packaging volumes of its customers to remain stable.<br />

INTERSEROH will continue to acquire further self-disposal service providers in the segment of<br />

established disposal services and anticipates rising volumes and turnover in this regard.<br />

INTERSEROH is also working steadily on the development of customised solutions for new customer<br />

groups. INTERSEROH is confident it will be able to grow again in these segments. Potential risks lie in<br />

the increased price competition in the field of INTERSEROH services, which could affect profits in this<br />

segment. INTERSEROH expects a stable development in its recycling management segment with<br />

moderate growth.<br />

INTERSEROH sees growth opportunities in the current financial year and 2007 primarily in its<br />

new fields of business. Most noteworthy in this regard is the Dual System INTERSEROH (DSI) for the<br />

collection of domestic sales packaging. Following strong interest in this service among potential<br />

customers already in the year under review and conclusion of the first contracts, INTERSEROH<br />

expects a strong growth in customers as the number of rulings licensing the DSI in the individual<br />

federal states increases. However, due to the intensity of competition, the margins in this field are<br />

under pressure. A potential risk lies in the new calls for tender by Duales System Deutschland AG for<br />

waste disposal services. The current contracts run to 31 December 2006. INTERSEROH is therefore<br />

doing its utmost to obtain the outstanding rulings licensing it in the individual federal states by the time<br />

the calls for tender start in mid 2006.<br />

It is INTERSEROH’s aim to compensate the declines in earnings in the transport packaging<br />

recycling sector in part by developing higher-turnover, albeit lower-margin DSI business.<br />

The INTERSEROH deposit system is another growth field. With the elimination of the standalone<br />

solutions of the large discount stores in May 2006, a completely new market will emerge.<br />

INTERSEROH is in a position to offer all the modules necessary for the resultant services. In addition<br />

to this, the take-back obligation of the manufacturers and importers of electrical and electronic<br />

equipment has established a new service on the market. INTERSEROH also plans to generate<br />

additional turnovers and earnings in this field.<br />

The international activities will be expanded steadily especially in Eastern Europe. Operational<br />

effects are expected in the current financial year.<br />

30


Since the services segment will continue to be characterised by increasing competition in the<br />

future as well, INTERSEROH will intensify its marketing activities further.<br />

Raw Materials Trading<br />

Potential risks exist in the volatility of raw material prices. INTERSEROH’s turnover should,<br />

accordingly, also be evaluated on the basis of the level of these raw material prices.<br />

The group-wide concentration of raw material activities on ISR INTERSEROH Rohstoffe<br />

GmbH has enabled an even more efficient bundling of volumes vis-à-vis the concentration in demand<br />

on the user side.<br />

It is expected that the overheated market for plastics will continue to cool down in 2006, with<br />

prices declining sharply. The volume of EPS (polystyrene) in 2006 will depend on the economic<br />

situation.<br />

INTERSEROH plans to expand its marketing activities to generate further volumes of plastic<br />

and wastepaper. It also intends to acquire companies and/or joint ventures.<br />

The influence on the market of the additional volumes of old wood for thermal utilisation will<br />

probably continue in 2006 following the introduction of the TASi. INTERSEROH expects stable<br />

demand from the thermal utilisation plants thanks to the commissioning of new biomass-fuelled<br />

combined heating and power stations and higher availability of the plants that already exist. The<br />

derived timber products industry in currently investing vigorously to enable substitution of residual and<br />

forest wood with old wood in chip boards. This will result in additional demand for high-quality old<br />

wood.<br />

INTERSEROH plans to invest in the expansion of its wood sites in Wuppertal and Worms. To<br />

improve regional coverage throughout Germany, it plans to buy new wood sites or expand existing<br />

ones. Together with the volumes of old wood from abroad and utilisation possibilities in foreign<br />

countries, INTERSEROH aims to expand its position as European trading platform in old wood.<br />

Steel and Metal Recycling<br />

INTERSEROH expects demand for scrap steel to remain stable in the current financial year. It sees<br />

opportunities primarily in the expansion and modernisation of its sites to improve their efficiency and in<br />

the expansion of international direct sales business. In addition to this, the group strategy aims to<br />

establish a stronger presence in the Baltic states and other countries in Eastern Europe and to find<br />

suitable sites there. Increased quantities of scrap steel are being generated in these countries due to<br />

the relocation of labour-intensive production to them. The main risks lie in the high volatility of scrap<br />

prices.<br />

Risks are also seen in the ongoing concentration of the market and in the increased expansion<br />

of capacities by competitors.<br />

Since the legal regulations for environmental protection undergo continuous change, are becoming<br />

increasingly stricter and further tightening will occur due to new EU directives, investments may<br />

become necessary in the group in the future, the amount and time of which are difficult to predict.<br />

4. Research and Development<br />

Due to the fields of activity it is involved in, the INTERSEROH Group places a great deal of<br />

importance on market research and working of the market. INTERSEROH does not engage in<br />

research and development in the normal sense.<br />

31


5. Branch Offices<br />

The group has one branch office in the sense of the German Commercial Code. It is INTERSEROH-<br />

Trading, a branch office in Frankfurt of INTERSEROH Hetzel GmbH in Heidelberg.<br />

Cologne, February 2006<br />

INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />

The Management Board<br />

Dr. Werner Kook Johannes-Jürgen Albus<br />

Christian Rubach Roland Stroese<br />

32


ANNUAL FINANCIAL STATEMENTS OF THE INTERSEROH GROUP FOR FISCAL <strong>2005</strong><br />

Consolidated Balance Sheet<br />

as of 31 December <strong>2005</strong><br />

Assets Note 31.12.<strong>2005</strong> 31.12.2004<br />

EUR EUR<br />

Long-term assets<br />

Intangible assets (12) 23,985,639.32 21,330,552.16<br />

Property, plants and equipment (13) 60,230,724.70 52,709,473.67<br />

Holdings valued at equity (14) 6,637,057.95 6,430,971.75<br />

Financial assets (15) 4,228,227.76 4,800,649.13<br />

Other receivables (19) 435,761.64 157,482.61<br />

Deferred tax claims (16) 5,794,102.38 9,054,058.13<br />

101,311,513.75 94,483,187.45<br />

Short-term assets<br />

Inventories (17) 37,968,808.34 42,472,215.45<br />

Trade accounts receivable (18) 126,905,787.91 132,131,005.39<br />

Financial assets (15) 1,954,516.24 273,820.10<br />

Other receivables (19) 10,114,026.95 8,200,042.03<br />

Current income tax claims (19) 10,011,019.46 2,664,026.46<br />

Cash and cash equivalents (20) 29,475,494.96 31,228,983.53<br />

216,429,653.86 216,970,092.96<br />

317,741,167.61 311,453,280.41<br />

Liabilities Note 31.12.<strong>2005</strong> 31.12.<strong>2005</strong> 31.12.2004 31.12.2004<br />

EUR EUR EUR EUR<br />

Equity<br />

Share of equity attributable to the<br />

shareholders of the parent<br />

company<br />

Subscribed capital (21) 25,584,000.00 25,584,000.00<br />

Reserves (22) 91,081,294.62 116,665,294.62 80,965,301.57 106,549,301.57<br />

Minority interests 1,778,721.67 537,878.46<br />

118,444,016.29 107,087,180.03<br />

Debt<br />

Long-term debt<br />

Provisions for pensions and similar<br />

liabilities (23) 20,118,490.62 20,202,554.00<br />

Other long-term provisions (24) 3,426,815.76 5,464,021.10<br />

Deferred tax liabilities (16) 2,868,873.14 3,664,879.67<br />

Financial liabilities (25) 17,317,018.64 32,725,324.04<br />

Other liabilities (27) 761,641.46 44,492,839.62 2,612,172.13 64,668,950.94<br />

Short-term debt<br />

Provisions (24) 3,741,861.79 3,710,931.62<br />

Current income tax liabilities (27) 4,638,332.67 6,701,169.61<br />

Financial liabilities (25) 27,720,693.24 15,428,157.60<br />

Trade accounts payable (26) 97,736,055.77 91,001,212.50<br />

Other liabilities (27) 20,967,368.23 154,804,311.70 22,855,678.11 139,697,149.44<br />

199,297,151.32 204,366,100.38<br />

317,741,167.61 311,453,280.41<br />

33


Consolidated Income Statement<br />

for the Period from 1 January to 31 December <strong>2005</strong><br />

Note <strong>2005</strong> 2004<br />

EUR EUR<br />

1. Turnover (1) 946,908,637.21 1,040,152,766.97<br />

2. Decrease (previous year: increase) in inventories of<br />

finished goods and work in progress (2) -17,093,605.33 20,676,898.31<br />

3. Other operating income (3) 17,426,827.30 12,450,600.97<br />

4. Cost of materials (4) 763,453,319.29 876,310,319.05<br />

5. Personnel expenses (5) 64,817,643.13 64,662,761.98<br />

6. Depreciation on intangible assets and property, plants and<br />

equipment (6) 12,280,256.74 11,794,868.38<br />

7. Other operating expenses (7) 74,626,879.77 73,739,776.75<br />

8. Result from investment in associated companies (8) 868,461.79 2,486,002.31<br />

9. Financial earnings (8) 1,149,375.99 1,072,393.47<br />

10. Financial expenses (8) 4,231,417.79 5,597,631.95<br />

11. Earnings before taxes 29,850,180.24 44,733,303.92<br />

12. Taxes on income and earnings (9) 10,882,370.11 15,134,418.34<br />

13. Consolidated net income 18,967,810.13 29,598,885.58<br />

14. Profit/Loss for other shareholders (10) -522,679.60 -211,137.64<br />

15. Consolidated unappropriated net income 18,445,130.53 29,387,747.94<br />

16. Basic earnings per share 1 (11) 1.87 2.99<br />

1 There were no dilutive effects.<br />

34


CONSOLIDATED NOTES FOR THE FINANCIAL YEAR <strong>2005</strong><br />

Explanation of the Principles and Methods Applied for the Consolidated Financial Statements<br />

I. General Information<br />

The INTERSEROH Group is one of the leading service providers and raw material companies in<br />

Europe. The business activities of the group can be divided into the segments of services and raw<br />

materials trading as well as steel and metal recycling. As service provider INTERSEROH organises<br />

recycling processes and as supplier supplies the paper, steel, plastics and derived timber product<br />

industries as well as biomass power stations with more than five million tons of secondary raw<br />

materials a year.<br />

As a company listed on the stock exchange, INTERSEROH Aktiengesellschaft zur Verwertung<br />

von Sekundärrohstoffen, Cologne, (hereinafter called “INTERSEROH AG” or “parent company”) must<br />

according to Article 4 of the Regulation (EC) No. 1606/2002 of the European Parliament and of the<br />

Council of 19 July 2002 on the application of international accounting standards (Official Journal of the<br />

European Communities No. L 243, p. 1) prepare its consolidated financial statements for the financial<br />

year <strong>2005</strong> according to the International Financial <strong>Report</strong>ing Standards (IFRS) adopted by the<br />

European Union for the first time; the IFRS consolidated opening balance was prepared on 1 January<br />

2004 (date of the changeover to IFRS according to IFRS 1, First-time Application of International<br />

Financial <strong>Report</strong>ing Standards).<br />

The consolidated financial statements have been prepared pursuant to § 315a German<br />

Commercial Code (HGB) according to the regulations of the accounting rules valid on the closing date<br />

in accordance with the International Financial <strong>Report</strong>ing Standards (IFRS) adopted by the EU and the<br />

interpretations of the International Accounting Standards Board (IASB) in London. It complies with the<br />

directives of the European Union on consolidated accounts (Directive 83/349/EEC) and comprises the<br />

annual financial statements of INTERSEROH AG and its subsidiaries.<br />

The previous year’s values for assets and liabilities were stated and valued in compliance with<br />

IFRS 1 according to those IFRS that must be observed obligatorily on 31 December <strong>2005</strong>, the date<br />

the consolidated financial statements were prepared according to IFRS for the first time.<br />

The resultant differences in the assets and liabilities to the book values in the HGB<br />

consolidated balance sheet as of 31 December 2003 were included as equity without influence on net<br />

income at the time of the changeover to IFRS.<br />

The Consolidated Notes also contain the information required according to the German<br />

Commercial Code (HGB).<br />

II. Consolidated Companies<br />

Apart from INTERSEROH AG, the consolidated financial statements as of the closing date also<br />

include a total of 25 inland and three foreign subsidiaries by way of full consolidation. The fully<br />

consolidated companies fulfil the requirement that INTERSEROH AG directly or indirectly holds the<br />

majority of voting rights in them. Four companies left the group of consolidated companies in the<br />

financial year. One French and one Belgian subsidiary were sold. The two Belgian companies were<br />

deconsolidated due to their resultant insignificance. Two companies inactive in the previous year and<br />

therefore not consolidated then were added to the group of consolidated companies. The business<br />

field “raw materials trading” was transferred from ISD INTERSEROH Dienstleistungs GmbH, Cologne,<br />

to one of these new companies, ISR INTERSEROH Rohstoffe GmbH, Cologne, with economic effect<br />

on 1 January <strong>2005</strong>. The other company acquired the business activities of SEROG-Sekundär-<br />

Rohstoff-Gewinnung H. Suhrbier GmbH, Bous, with economic effect from 1 June <strong>2005</strong> and will in<br />

future operate as INTERSEROH SEROG GmbH, Bous. Seventy percent of the shares in RHS<br />

Rohstoff Handel GmbH, Stuttgart, were also acquired with economic effect from 1 July <strong>2005</strong>. In<br />

addition to this, an already fully consolidated subsidiary acquired the business operations of the sole<br />

proprietorship Franz Jungnickel, Marktredwitz, in an asset deal. The effects of these acquisitions on<br />

the financial, earnings and liquidity position and the payment flows of the group are not of significant<br />

importance.<br />

The consolidated financial statements of INTERSEROH AG include – as in the previous year<br />

– five companies (four inland and one foreign company) at equity.<br />

35


Forty-six companies, which – also together – are of subordinate significance to the financial,<br />

earnings and liquidity position and the payment flows of the group, were not included in the<br />

consolidated financial statements.<br />

The consolidated companies included by way of full consolidation or at equity are indicated in<br />

the list of shareholdings attached to these Notes. The list also indicates the subsidiaries that were not<br />

included due to their subordinate importance insofar as their size or the interest held in them directly<br />

or indirectly makes this seem appropriate.<br />

Below is a summary of the change in the group of consolidated companies in the financial year.<br />

Number of companies Fully<br />

consolidated<br />

Valued at<br />

equity<br />

Not included due to insignificance<br />

Interest<br />

>50%<br />

Interest<br />

>20%


Current cash in banks or bank liabilities are converted with the buying exchange rate on the<br />

closing date and other foreign currency sums with the rate on the transaction date. Insofar as the<br />

exchange rate on the closing date is lower for receivables or higher for liabilities, the foreign currency<br />

value is shown converted with the rate on the closing date. Resultant currency conversion differences<br />

are included in the group income statement with effect on net income.<br />

The consolidated financial statements are prepared in euros. The sums are – with the<br />

exception of the consolidated balance sheet and consolidated income statement – shown in million<br />

euros rounded up to two decimal places. Rounding differences to the unrounded sums occurred in<br />

individual cases.<br />

The balance sheets and income statements of all foreign subsidiaries included in the<br />

consolidated financial statements by way of full consolidation are also prepared in euros.<br />

Only one associated company prepares its annual financial statements in Polish zloty. The<br />

sums incorporated in the consolidated financial statements are converted pursuant to IAS 21 (The<br />

Effects of Changes in Foreign Exchange Rates) to euros by the functional currency concept.<br />

The following rates were used as a basis:<br />

1 euro<br />

Closing date rate Average rate<br />

<strong>2005</strong> 2004 <strong>2005</strong> 2004<br />

Poland PLN 3.86343 4.08518 4.02880 4.088305<br />

The currency differences resulting from the conversion of the proportionate equity are shown in the<br />

equity of the group without influence on net income.<br />

V. Accounting and Valuation Methods<br />

The annual financial statements of the fully consolidated companies have generally been prepared in<br />

accordance with standardised accounting and valuation methods. The methods and valuation rules<br />

applied by the parent company are also observed by the subsidiaries. There were generally no<br />

changes to the accounting and valuation methods between the IFRS opening date (1 January 2004)<br />

and either 31 December 2004 or 31 December <strong>2005</strong>.<br />

Unlike the consolidated financial statements as of 1 January 2004, some short-term liabilities<br />

from contracts in the services segment have been shown gross since 31 December 2004, i.e.<br />

including turnover tax. By the same token the associated receivables from deferrals and accruals have<br />

also been shown gross since 31 December 2004.<br />

To improve clarity, individual items in the income statement and balance sheet have been<br />

grouped together. They are explained in the Notes. In accordance with IAS 1 (Presentation of<br />

Financial Statements), the balance sheet distinguishes between long and short-term assets and<br />

between long and short-term debts. Short-term assets and debts are assets and debts that are<br />

realised or eliminated respectively within a year.<br />

The consolidated financial statements were prepared on the basis of historical acquisition and<br />

production costs except for the derivative financial instruments, which were valued at their fair value.<br />

Intangible assets are generally valued at acquisition cost less scheduled depreciation over<br />

their respective periods of use. With the exception of goodwill with unlimited periods of use, intangible<br />

assets are depreciated linearly over a period of two to15 years. Extraordinary depreciations are<br />

effected when this is deemed appropriate in the course of the impairment tests performed at least<br />

annually. When the reasons for extraordinary depreciations disappear, corresponding appreciations<br />

are – with the exception of goodwill – effected, which may not exceed the updated book values.<br />

In accordance with the option codified in IFRS 1, the goodwill from acquisitions before 1<br />

January 2004 is updated according to previous law. This means the scheduled and extraordinary<br />

depreciations effected in earlier periods are kept and goodwill netted out with equity without influence<br />

on net income is not subsequently capitalised.<br />

Property, plants and equipment are valued at acquisition or production cost less<br />

accumulated depreciation and scheduled depreciation in the financial year. Interest on debt capital is<br />

not capitalised.<br />

Rented or leased intangible assets and property, plants and equipment, which according<br />

to the requirements of IAS 17 (Leases) must be deemed economically as fixed asset acquisitions with<br />

long-term financing (finance-leasing), are stated in the balance sheet at the time of commencement of<br />

37


the contract at the cash values of the minimum leasing payments taking one-off payments into<br />

consideration or at the lower fair values. They are written off by scheduled depreciation over their<br />

normal period of economic use. If later transfer of ownership of the leased object is uncertain, the term<br />

of the leasing contract is used as basis insofar as it is shorter. The payment obligations resulting from<br />

the future leasing instalments are stated as financial liabilities.<br />

The obligations to return the property to its original condition are included in the acquisition or<br />

production costs of the asset concerned at the amount of the discounted performance sum and written<br />

off linearly as scheduled depreciation over the normal period of use of the asset. The expected<br />

liabilities are shown as provisions.<br />

The costs for the repair of property, plants and equipment are generally netted out with effect<br />

on net income. They are only capitalised if the costs result in an addition or significant improvement to<br />

the respective asset.<br />

The immovable property, plants and equipment (buildings and structures) are depreciated<br />

linearly over the expected period of economic use. This also applies to movable property, plants and<br />

equipment. When determining the depreciation sums, significant residual values remaining at the end<br />

of the normal period of use are taken into consideration.<br />

The retirement of minor fixed assets in the financial year is assumed.<br />

When selling or closing down property, plants and equipment, the profit or loss from the<br />

difference between the sales proceeds and residual book value are stated under other operating<br />

income or expenses as the case may be.<br />

The scheduled depreciations are based on the following periods of use and depreciations rates<br />

standardised throughout the group:<br />

Period of use Depreciation rate<br />

Years %<br />

Land and buildings<br />

<strong>Business</strong> and factory premises and other buildings 25-50 2.00-4.00<br />

Outdoor installations 5-33 3.33-20.00<br />

Technical equipment and machinery 4-33 3.33-25.00<br />

Other facilities, fittings and equipment<br />

Vehicles 6-9 11.11-20.00<br />

Fittings, office machines and equipment 3-25 4.00-33.33<br />

Minor assets (up to EUR 410) < 1 year 100.00<br />

Extraordinary depreciations may be effected in the course of the impairment tests performed<br />

at least once a year. When the reasons for extraordinary depreciations disappear, corresponding<br />

appreciations are effected.<br />

The holdings valued at equity are initially entered with their acquisition costs and updated by<br />

the equity method. If in the course of initial consolidation of these holdings hidden reserves or liabilities<br />

were uncovered, they are – if applicable, taking the depreciations by the criteria already named into<br />

consideration – also contained in this balance sheet item.<br />

According to IAS 39 (Financial Instruments: Recognition and Measurement), financial assets<br />

must among others be differentiated between “keep to maturity” and “available for sale”. They are<br />

stated at their fair value or, if a fair value on an active market is not available and the fair value cannot<br />

be measured reliably, at their updated acquisition costs.<br />

At INTERSEROH both the long-term and the short-term financial assets are classified as<br />

“available for sale” and valued at updated acquisition costs because their fair values cannot be<br />

measured reliably.<br />

Interest-free and low-interest loans are reported in the balance sheet at cash value and the<br />

other loans at updated acquisition costs.<br />

The raw materials, supplies and merchandise reported under inventories according to IAS 2<br />

(Inventories) are valued at the lower value of average acquisition or production costs and their net<br />

sales value, i.e. the sales proceeds achievable in the normal course of business less the estimated<br />

completion and sales costs (principle of loss-free valuation). Apart from the individual costs, the<br />

production costs also include reasonable shares of the necessary fixed and variable material and<br />

production overheads insofar as they were incurred in connection with the production process. Costs<br />

for administration are taken into consideration insofar as they fall on the production section.<br />

38


According to IAS 39 (Financial Instruments: Recognition and Measurement), trade accounts<br />

receivable are classified as “loans and receivables” and stated at acquisition costs. Where there are<br />

doubts about their complete realisability, the receivables from customers are stated at their lower<br />

realisable amount. Apart from the necessary individual value adjustments, the recognisable risks from<br />

the general credit risk is accounted for by forming lump-sum value adjustments.<br />

The financial assets shown in other receivables that according to IAS 39 are classed as<br />

“loans and receivables” are value at their updated acquisition costs.<br />

The deferred tax claims and liabilities are calculated according to IAS 12 (Income Taxes).<br />

Deferred taxes are calculated firstly from the differences in time between the valuations of assets and<br />

debts in the commercial and tax balance sheet and from consolidation processes and secondly on<br />

realisable loss carry-forwards. The tax rates expected in the individual countries at the time of<br />

realisation are used as basis for calculation. These are fundamentally based on the legal regulations<br />

valid or adopted on the closing date. The municipal trade tax rate expected for the parent company is<br />

used for all the companies domiciled in Germany.<br />

Deferred taxes from loss carry-forwards are only taken into consideration when it appears<br />

adequately certain that the loss carry-forwards can indeed be used for tax purposes. The loss carryforwards<br />

usable for tax purposes are calculated by calculating the total planned EBIT for the next<br />

three years for every company. The taxes due on this total planned EBIT per company are then<br />

determined using the consolidated municipal trade tax and corporation tax rates and taking the tax<br />

loss compensation rules into consideration and compared with the municipal trade tax and corporation<br />

tax carry-forwards of the respective company. Finally the deferred taxes from loss carry-forwards are<br />

determined at individual company level taking single-entity relationships for tax purposes into<br />

consideration.<br />

In accordance with the criteria in IAS 37 (Provisions, Contingent Liabilities and Contingent<br />

Assets), where applicable also in accordance with IAS 19 (Employee Benefits), provisions are formed<br />

for uncertain liabilities when it appears probable in each case that performance of a current obligation<br />

will result in a direct outflow of resources that contain future economic benefits and the value of this<br />

obligation or performance sum can be determined reliably, also in the form of estimates. All known<br />

uncertain liabilities and risks concerning the past financial year are taken into consideration in the<br />

performance sum with the highest probability of occurrence. If the expected scope of obligation is<br />

reduced by a changed estimation, the provisions are reduced proportionately and the earnings<br />

entered as other operating income.<br />

In the case of long-term provisions the share that will only flow out after more than one year<br />

and for which a reliable estimation of the payment sums or times is possible is stated at the cash value<br />

calculated by discounting at an interest rate commensurate with the market and term.<br />

Generally all financial liabilities are stated in accordance with IAS 39 (Financial Instruments:<br />

Recognition and Measurement) at their updated acquisition costs using the effective interest method.<br />

Financial debts designated as underlying transaction within a fair value hedge are entered as liabilities<br />

at their fair value. The fair values stated for the financial debts are determined on the basis of the<br />

interest rates valid on the closing date for the corresponding remaining terms and repayment<br />

structures. Financial liabilities from finance-leasing contracts are entered as liabilities at the cash value<br />

of the future leasing instalments.<br />

The trade accounts payable are stated at their updated acquisition costs.<br />

The other liabilities are stated at their repayment value insofar as they do not concern<br />

derivative financial instruments.<br />

Derivative financial instruments are used exclusively to reduce risks. They are used within<br />

the framework of the group’s respective foreign currency regulations.<br />

All derivative financial instruments are reported in the balance sheet in accordance with IAS<br />

39 (Financial Instruments: Recognition and Measurement) at acquisition cost on first valuation and at<br />

fair value on subsequent valuations and shown as “other receivables” or “other liabilities”.<br />

For valuation of derivative financial instruments, the fair value is calculated using approved<br />

financial models. The respective fair values stated correspond to the sum at which an asset or debt<br />

could be settled between knowledgeable business partners not linked to each other and willing to<br />

enter into such a contract.<br />

Profits and losses from derivative financial instruments that are used exclusively as qualified<br />

hedging instruments within a fair value hedge are entered in the income statement with effect on net<br />

income. Any changes to the results from the ineffectiveness of these financial instruments are entered<br />

immediately in the income statement with effect on net income.<br />

Turnovers are realised at the time of the passage of risk or rendering of the service taking the<br />

taxes and reductions in revenue that have to be deducted into consideration.<br />

39


Review of Value by Impairment Tests<br />

The value of assets are reviewed in the INTERSEROH Group at least once a year at year end or more<br />

often if special reasons for this become apparent at the level of the cash generating unit (CGU) in the<br />

sense of IAS 36 (Impairment of Assets). Based on the economic interdependencies, INTERSEROH<br />

has identified the two segments of “services and raw materials trading” and “steel and metal recycling”<br />

as independent cash generating units.<br />

In the segment steel and metal recycling scrap is bought unsorted in small quantities, sorted,<br />

processed if necessary and then sold in large quantities. Fundamentally the segment is transparent<br />

regarding realisable selling prices and market developments in general. Further, the segment’s trade<br />

volumes overall are significant to the consumers, which has an additional positive effect on the<br />

negotiating positions of the individual companies. The contributions of the segment therefore result on<br />

the whole from internal transparency of information in the segment combined with market and<br />

especially price advantages from the segment-wide consolidation of sales volumes. In so far and due<br />

to collective management by the parent company, the individual companies cannot be seen as “largely<br />

independent”, but rather all companies in this segment are classified as a CGU.<br />

The companies in the segment services and raw materials trading render waste disposal<br />

services. The secondary raw materials obtained in the course of these services are consolidated and<br />

resold to large customers by the same unit or a sister unit within the framework of contracts. Since the<br />

companies in this segment are also managed collectively and both buying and marketing as well as<br />

the related contributions cannot be seen independently of the other companies, the companies in this<br />

segment also form a CGU together.<br />

In the impairment tests the residual book values of the individual cash generating units are<br />

compared with their respective recoverable amounts as the higher value of net selling price and value<br />

in use. The calculation of the value in use is based on the cash value of future payments forecast for<br />

the next three years in the current individual plans of the INTERSEROH Group by business field and<br />

site. The cash value of the future payments corresponds here to the average planned EBIT for the<br />

following three years on the basis of an earning capacity factor of five.<br />

The plans are based on the assumption that against the background of the new general<br />

election and the related positive effect on consumption the economy will grow by up to 1.4 percent. It<br />

was further presumed that the year 2006 will remain difficult due to the comparatively high<br />

unemployment, the continued structural problems in Germany and restrained spending due to the<br />

uncertain pension and labour market situations.<br />

It is presumed consumption in the services segment will improve and therefore also the<br />

economic situation of the industries concerned. The level of June <strong>2005</strong> was presumed as price basis.<br />

A price basis at the level of June 2004 was used for the planning of the steel and metal<br />

recycling segment.<br />

The capital costs are considered at the average of equity and debt capital weighted by their<br />

respective market values, with the equity capital costs corresponding to the yield expectations of<br />

management for the business and the debt capital costs the current financing conditions of the<br />

INTERSEROH Group.<br />

If the recoverable amount of the cash generating unit calculated in this way is lower than its<br />

book value, there is an impairment loss amounting to the difference. In the event of an impairment loss<br />

the value of any goodwill in the cash generating unit concerned is first adjusted. Any residual amount<br />

still remaining after this is distributed proportionately to the other assets of the respective cash<br />

generating unit on the basis of the residual book values of every single asset on the closing date.<br />

No indication of a need for value adjustments emerged in the course of the impairment tests..<br />

Use of Assumptions and Estimates<br />

Assumptions and estimates were made when preparing the consolidated financial statements that had<br />

an effect on the reporting and amount of the assets, debts, earnings, expenses and contingent<br />

liabilities. These assumptions and estimates relate on the whole to the definition of periods of<br />

economic use, the valuation of provisions and the realisability of future tax relief used uniformly<br />

throughout the group. The actual values can differ in each individual case from the assumptions and<br />

estimates made.<br />

Changes are made with effect on net income when better is known.<br />

40


Notes on the Income Statement<br />

The consolidated income statement is organised by types of expense (total cost procedure).<br />

(1) Turnover<br />

Due to the settlement system, turnover includes accrued and deferred revenues from current business<br />

activity to the amount of EUR 4.45 million (previous year: EUR 3.83 million).<br />

The development in turnover by fields of business and regions is shown in the segment<br />

reports.<br />

(2) Increase/Decrease in inventories of finished goods and work in progress<br />

Inventories Inventory change<br />

<strong>2005</strong> 2004 <strong>2005</strong> 2004<br />

EUR million EUR million EUR million EUR million<br />

Work in progress 7.42 10.35 -2.93 9.20<br />

Finished goods 8.38 22.37 -13.99 11.16<br />

-16.92 20.36<br />

Other changes -0.17 0.32<br />

(3) Other operating income<br />

-17.09 20.68<br />

<strong>2005</strong> 2004<br />

EUR million EUR million<br />

Earnings from the reduction of “provisions” and “accruals” 8.16 6.00<br />

Earnings from the disposal of assets 0.99 1.25<br />

Insurance compensation 1.04 1.01<br />

Rental income 0.70 0.75<br />

Offset remuneration in kind for employees 0.83 0.75<br />

Earnings from the reduction of individual value adjustments 1.22 0.68<br />

Earnings from deconsolidations 0.20 0.00<br />

Other 4.29 2.01<br />

17.42 12.45<br />

(4) Cost of materials<br />

<strong>2005</strong> 2004<br />

EUR million EUR million<br />

Purchased raw materials and merchandise, less cash discount 626.39 760.57<br />

Waste disposal costs 92.37 72.96<br />

Storage and freight costs 33.17 32.84<br />

Energy costs 6.19 5.63<br />

Other services purchased 5.33 4.31<br />

763.45 876.31<br />

The group’s cost of materials includes accrued and deferred expenses from purchased services to the<br />

amount of EUR 2.61 million (previous year: EUR 1.12 million).<br />

41


(5) Personnel expenses<br />

<strong>2005</strong> 2004<br />

EUR million EUR million<br />

Wages and salaries 53.14 52.70<br />

Social security contributions 11.13 11.34<br />

Expenses for pensions and other benefits 0.55 0.62<br />

64.82 64.66<br />

(6) Depreciation on intangible assets and property, plants and equipment<br />

<strong>2005</strong> 2004<br />

EUR million EUR million<br />

Scheduled depreciation 0.98 0.94<br />

Intangible assets 10.51 10.85<br />

Property, plants and equipment 11.49 11.79<br />

Extraordinary depreciation<br />

Property, plants and equipment 0.79 0.00<br />

12.28 11.79<br />

The extraordinary depreciations on property, plants and equipment concern reverse vending machines<br />

that can no longer be used due to a change in standards (EUR 0.64 million) and tenant additions to a<br />

building no longer used from spring 2006 (EUR 0.15 million).<br />

(7) Other operating expenses<br />

<strong>2005</strong> 2004<br />

EUR million EUR million<br />

Operating and administrative expenses<br />

Maintenance costs 11.18 12.89<br />

Rents and other room costs 6.18 7.80<br />

Legal. consulting and annual report costs 5.44 5.28<br />

Insurance policies 4.51 3.64<br />

Leasing expenses 3.31 1.96<br />

Telephone. postage. Internet 1.70 1.72<br />

Other tax expenses 1.27 1.51<br />

Other operating and administrative expenses 9.04 8.36<br />

42.62 43.16<br />

Selling expenses<br />

Costs of goods delivery 16.70 14.47<br />

Advertising and travelling expenses 6.08 5.80<br />

Temporary personnel leasing 4.20 2.71<br />

Other selling expenses 0.54 0.82<br />

27.52 23.79<br />

Accrued and deferred expenses<br />

Value adjustments on receivables 1.95 2.01<br />

Losses from disposal of assets 0.49 1.37<br />

Transfers to provisions for restructuring 0.62 0.00<br />

Other accrued and deferred expenses 1.42 3.42<br />

4.49 6.79<br />

74.63 73.74<br />

42


(8) Result from investment in associated companies<br />

<strong>2005</strong> 2004<br />

EUR million EUR million<br />

Result from holdings valued at equity 0.87 2.49<br />

Financial earnings<br />

Earnings from other holdings 0.10 0.07<br />

Earnings from long-term loans 0.09 0.10<br />

Other interest and similar earnings 0.96 0.90<br />

1.15 1.07<br />

Financial expenses<br />

Depreciation on financial assets -0.39 -0.36<br />

Interest on transfers to pension provisions -1.01 -1.03<br />

Interest on leasing instalments from finance-leasing contracts -0.31 -0.29<br />

Other -2.52 -3.92<br />

-4.23 -5.60<br />

-2.21 -2.04<br />

The extraordinary depreciations on financial assets are made on the respective current value on the<br />

closing date and concern interests in associated companies and other holdings not included in the<br />

consolidated financial statements (previous year: EUR 0.18 million plus loans to third parties of EUR<br />

0.18 million).<br />

(9) Taxes on income and earnings<br />

The taxes on income and earnings contain the taxes on income and earnings paid or due in the<br />

individual countries and the deferred tax apportionments. The main German companies in the<br />

INTERSEROH Group are subject to an average municipal trade tax rate of 18.37 percent of profit<br />

before income tax. The corporation tax rate is 25 percent plus a solidarity surcharge on corporation tax<br />

of 5.50 percent. The total tax rate is 39.90 percent. The deferred taxes on loss carry-forwards are<br />

calculated taking the restrictions currently in force in Germany on the setting off of losses in<br />

subsequent periods for tax purposes.<br />

The calculation of deferred taxes is based on the expected tax rates in the individual countries<br />

at the time of realisation. These are fundamentally based on the legal regulations valid or adopted on<br />

the closing date.<br />

The calculation of foreign income tax is based on the valid laws and regulations in the<br />

individual countries. The income tax rates applied to foreign companies vary from 25 to 34 percent.<br />

<strong>2005</strong> 2004<br />

EUR million EUR million<br />

Taxes paid or due<br />

for the current year 8.76 11.46<br />

for previous years -0.34 0.17<br />

8.42 11.63<br />

Deferred taxes<br />

on temporary differences -0.44 3.20<br />

on change loss carry-forwards 2.91 0.31<br />

2.46 3.51<br />

10.88 15.14<br />

The share of actual tax expenditure falling on foreign subsidiaries amounts to EUR 0.06 million<br />

(previous year: EUR 0.09 million).<br />

No expenses or earnings arose from the change to the income tax rates used.<br />

43


The actual expenditure on income tax can be derived from the expected tax expenditure for the past<br />

consolidated financial year as follows:<br />

<strong>2005</strong> <strong>2005</strong> 2004 2004<br />

EUR million EUR million EUR million EUR million<br />

Earnings before taxes 29.85 44.73<br />

Expected income tax expenditure<br />

(39.90%) 11.91 17.85<br />

Effects of lower national tax rates 0.07 -0.05<br />

Deferred taxes on results of foreign<br />

subsidiaries not considered 0.74 -0.54<br />

Tax-free earnings by holdings, incl. result<br />

from at-equity valuations -0.39 -1.02<br />

Deviating use of loss carry-forwards for<br />

tax purposes 0.19 -4.13<br />

Change to non capitalised deferred taxes<br />

on temporary differences of foreign<br />

subsidiaries -1.03 3.01<br />

Accrued and deferred tax expenses and<br />

earnings -0.34 0.34<br />

Non tax-deductible operating expenses 0.07 0.17<br />

Other deviations -0.34 -1.03 -0.50 -2.72<br />

Actual income tax expenditure 10.88 15.13<br />

(10) Profit/Loss for other shareholders<br />

The profit/loss for other shareholders of EUR 0.52 million (previous year: EUR 0.21million) concerns<br />

exclusively profit shares (previous year: EUR 0.30 million profit shares and EUR 0.09 million loss<br />

shares).<br />

(11) Earnings per share<br />

The earnings per share are calculated by subtracting the profit/loss for other shareholders from the<br />

consolidated net income and then dividing the result by the number of shares issued. Dilutive effects<br />

did not have to be taken into consideration in either the year under review or the previous year.<br />

With a consolidated unappropriated net income of EUR 18.44 million (previous year: EUR<br />

29.39 million) and an unchanged number of issued shares of 9,840,000, this results in an earnings per<br />

share of EUR 1.87 (previous year: EUR 2.99).<br />

44


Notes on the Balance Sheet<br />

(12) Intangible assets<br />

Goodwill<br />

EUR million<br />

Other<br />

intangible<br />

assets<br />

EUR million<br />

Total<br />

EUR million<br />

Acquisition/Production costs<br />

As of 01.01.2004 18.90 4.58 23.48<br />

Accruals from consolidation changes 0.41 0.00 0.41<br />

Accruals 0.09 0.45 0.54<br />

Retirements -0.03- 0.14 -0.17<br />

Reorganisations 0.00 0.03 0.03<br />

As of 31.12.2004 19.37 4.93 24.29<br />

Value adjustments<br />

As of 01.01.2004 0.00 2.23 2.23<br />

Accruals, scheduled 0.00 0.79 0.79<br />

Retirements 0.00 -0.06 -0.06<br />

As of 31.12.2004 0.00 2.96 2.96<br />

Book values<br />

As of 01.01.2004 18.90 2.35 21.25<br />

As of 31.12.2004 19.37 1.96 21.33<br />

Acquisition/Production costs<br />

As of 01.01.<strong>2005</strong> 19.37 4.92 24.29<br />

Accruals 1.55 2.28 3.83<br />

Retirements 0.00 -0.36 -0.36<br />

As of 31.12.<strong>2005</strong> 20.92 6.84 27.76<br />

Value adjustments<br />

As of 01.01.<strong>2005</strong> 0.00 2.96 2.96<br />

Accruals, scheduled 0.00 0.83 0.83<br />

Retirements 0.00 -0.02 -0.02<br />

As of 31.12.<strong>2005</strong> 0.00 3.77 3.77<br />

Book values<br />

As of 01.01.<strong>2005</strong> 19.37 1.96 21.33<br />

As of 31.12.<strong>2005</strong> 20.92 3.07 23.99<br />

The goodwill reported in the consolidated financial statements consists of residual book values of<br />

goodwill from the initial consolidation of subsidiaries to the amount of EUR 15.49 million (previous<br />

year: EUR 15.12 million) as well as the goodwill taken over from the individual financial statements to<br />

the amount of EUR 5.42 million (previous year: EUR 4.25 million). A sum of EUR 0.90 million<br />

(previous year: EUR 0.49 million) was spent in the year under review for the acquisition of companies<br />

(share deal). This resulted in goodwill of EUR 0.30 million (previous year: EUR0.41 million). In addition<br />

to this, goodwill to the amount of EUR 1.17 million (previous year: EUR 0.00) was generated in asset<br />

deals, which can be attributed to the fact that the customer relations acquired cannot be entered in the<br />

balance sheet as independent intangible asset. The remaining accruals in <strong>2005</strong> are based on<br />

subsequent acquisition costs to the amount of EUR 0.08 million. All purchase prices were settled<br />

exclusively by transfer of funds.<br />

The other intangible assets contain intangible assets with a residual book value of EUR 0.55<br />

million (previous year: EUR 0.64 million) that are to be capitalised in the course of finance-leasing<br />

contracts. There were no accruals in this segment in fiscal <strong>2005</strong>. The depreciations on these assets<br />

amounted to EUR 0.09 million (previous year: EUR 0.09 million).<br />

No extraordinary value adjustments had to be made in the financial year (e.g. due to<br />

impairment tests). All depreciations on intangible assets are contained in the income statement item<br />

“Depreciation on intangible assets and property, plants and equipment”.<br />

Except for the leased assets, there are no restraints on ownership or disposal or acquisition<br />

obligations regarding the intangible assets.<br />

45


(13) Property, plants and equipment<br />

Land and<br />

buildings<br />

EUR million<br />

Technical<br />

equipment<br />

and<br />

machinery<br />

EUR million<br />

Fittings and<br />

equipment<br />

EUR million<br />

Advances to<br />

suppliers,<br />

investments in<br />

construction<br />

EUR million<br />

Total<br />

EUR million<br />

Acquisition/Production<br />

costs<br />

As of 01.01.2004 61.74 82.54 50.28 0.22 194.77<br />

Accruals from consolidation<br />

changes 1.06 0.00 0.52 0.00 1.58<br />

Accruals 1.43 4.90 4.37 1.59 12.29<br />

Retirements -1.43 -5.31 -6.43 -0.09 -13.26<br />

Reorganisations 1.17 0.06 0.05 -1.30 -0.02<br />

As of 31.12.2004 63.97 82.18 48.79 0.42 195.36<br />

Value adjustments<br />

As of 01.01.2004 32.23 69.32 37.47 0.00 139.02<br />

Accruals from consolidation<br />

changes 0.01 0.00 0.28 0.00 0.29<br />

Accruals, scheduled 2.06 4.47 4.47 0.00 11.01<br />

Retirements -0.54 -3.06 -4.08 0.00 7.67<br />

Reorganisations 0.00 0.01 -0.01 0.00 0.00<br />

As of 31.12.2004 33.77 70.75 38.13 0.00 142.65<br />

Book values<br />

As of 01.01.2004 29.51 13.22 12.81 0.22 55.76<br />

As of 31.12.2004 30.20 11.44 10.66 0.42 52.71<br />

Acquisition/Production<br />

costs<br />

As of 01.01.<strong>2005</strong> 63.97 82.19 48.79 0.42 195.37<br />

Accruals from consolidation<br />

changes 0.00 0.00 0.04 0.00 0.04<br />

Retirements from consolidation<br />

changes -1.34 -1.03 -0.35 0.00 -2.72<br />

Accruals 4.33 4.95 4.66 7.97 21.91<br />

Retirements -0.21 -4.92 -3.79 -0.55 -9.47<br />

Reorganisations -0.07 0.28 -0.13 -0.08 0.00<br />

As of 31.12.<strong>2005</strong> 66.68 81.47 49.22 7.76 205.13<br />

Value adjustments<br />

As of 01.01.<strong>2005</strong> 33.76 70.74 38.13 0.00 142.63<br />

Accruals from consolidation<br />

changes 0.00 0.00 0.01 0.00 0.01<br />

Retirements from consolidation<br />

changes -0.65 -0.73 -0.31 0.00 -1.69<br />

Accruals, scheduled 2.02 4.34 4.31 0.00 10.67<br />

Accruals, extraordinary 0.15 0.41 0.00 0.23 0.79<br />

Retirements -0.13 -4.12 -3.26 0.00 -7.51<br />

Reorganisations -0.03 0.00 0.03 0.00 0.00<br />

As of 31.12.<strong>2005</strong> 35.12 70.64 38.91 0.23 144.90<br />

Book values<br />

As of 01.01.<strong>2005</strong> 30.21 11.45 10.66 0.42 52.74<br />

As of 31.12.<strong>2005</strong> 31.56 10.83 10.31 7.53 60.23<br />

The property, plants and equipment contain assets to the amount of EUR 3.80 million (previous year:<br />

EUR 4.92 million) whose underlying rental or leasing contracts are, due to the IFRS criteria applied, to<br />

be characterised as finance-leasing contracts and therefore to be entered in the balance sheet of their<br />

economic owner. Reference is made to note (25) regarding the corresponding liabilities.<br />

These assets basically concern technical equipment and machinery as well as other facilities,<br />

fittings and equipment with book values of EUR 0.65 million and EUR 3.10 million respectively<br />

(previous year: EUR 1.23 million and EUR 3.63 million respectively).<br />

46


The leased and capitalised assets in property, plants and equipment experienced accruals to<br />

the amount of EUR 0.65 million (previous year: EUR 1.10 million) and depreciations to the amount of<br />

EUR 1.27 million (previous year: EUR 1.15 million) in the year under review.<br />

Extraordinary depreciations to the amount of EUR 0.79 million (previous year: EUR 0.00<br />

million) were effected on property, plants and equipment in the past financial year. All depreciations on<br />

property, plants and equipment are contained in the income statement item “Depreciation on<br />

intangible assets and property, plants and equipment”.<br />

The assets in property, plants and equipment, especially the land and buildings with a total<br />

residual book value of EUR 6.40 million (previous year: EUR 6.70 million), serve as security for<br />

liabilities, which were valued at a total of EUR 5.72 million (previous year: EUR 4.34 million) on the<br />

closing date.<br />

Except for the leased assets, there are no other restraints on ownership or disposal regarding<br />

the property, plants and equipment. There are also no acquisition obligations.<br />

(14) Holdings valued at equity<br />

The following holdings are/were valued by the “at-equity method” in INTERSEROH’s consolidated<br />

financial statements:<br />

Country Interest Book value<br />

<strong>2005</strong> 2004<br />

31.12.<strong>2005</strong><br />

EUR<br />

million<br />

31.12.2004<br />

EUR<br />

million<br />

TOM Sp. z o.o Poland 50.0 % 50.0 % 3.09 3.26<br />

HR Hüttenwerkentsorgung GmbH Germany 50.0 % 50.0 % 0.48 0.33<br />

Eisen- und Stein Horn KG Germany 50.0 % 50.0 % 1.88 1.78<br />

Mineralmahlwerk Westerwald GmbH Germany 50.0 % 50.0 % 1.04 0.90<br />

Jade-Entsorgung GmbH Germany 24.9 % 24.9 % 0.14 0.16<br />

6.63 6.43<br />

All associated companies belong to the segment steel and metal recycling.<br />

The book values named contain hidden reserves in property, plants and equipment with residual book<br />

values totalling EUR 0.40 million (previous year: EUR 0.42 million) uncovered in the course of the<br />

initial consolidation of Eisen- und Stein Horn KG and Jade-Entsorgung GmbH.<br />

Summary of the financial information on the holdings valued at equity on the closing date (related<br />

respectively to 100%):<br />

Total assets<br />

EUR million<br />

Equity<br />

EUR million<br />

Turnover<br />

EUR million<br />

Result for<br />

the year<br />

EUR million<br />

<strong>2005</strong><br />

TOM Sp. z o.o 24.66 7.32 75.35 0.31<br />

HR Hüttenwerkentsorgung GmbH 3.02 0.96 6.26 0.30<br />

Eisen- und Stein Horn KG 11.51 3.27 10.95 0.77<br />

Mineralmahlwerk Westerwald GmbH 8.65 2.09 13.61 0.34<br />

Jade-Entsorgung GmbH*<br />

2004<br />

TOM Sp. z o.o 30.69 7.61 103.70 5.28<br />

HR Hüttenwerkentsorgung GmbH 2.45 0.66 6.17 -0.30<br />

Eisen- und Stein Horn KG 10.62 2.74 13.63 0.61<br />

Mineralmahlwerk Westerwald GmbH 7.94 1.81 8.34 0.46<br />

Jade-Entsorgung GmbH 2.20 1.31 8.69 0.67<br />

*Annual financial statements not yet available<br />

All numbers relate to the annual financial statements prepared according to the respective<br />

national law. Where significant deviations from the accounting regulations according to IFRS were<br />

47


established, the proportionate results and the respective equity were adjusted accordingly for the<br />

purposes of consolidated accounting.<br />

48


(15) Financial assets<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

Long-term<br />

Interests in associated companies 1.40 1.26<br />

Other holdings 0.31 0.74<br />

Loans 2.51 2.78<br />

Securities 0.01 0.01<br />

4.23 4.80<br />

Short-term<br />

Receivables from factoring company 1.22 0.00<br />

Loans 0.73 0.26<br />

Financial derivatives 0.00 0.03<br />

1.95 0.28<br />

The interests in associated companies concern companies that are not included in the<br />

consolidated financial statements in spite of the group holding an interest of more than 50 percent in<br />

them due to their subordinate significance. The other holdings concern holdings in which the group<br />

holds an equity or voting-right rate of less than 20 percent. Extraordinary depreciations totalling EUR<br />

0.39 million (previous year: EUR 0.18 million) were effected for these groups of assets as a result of<br />

impairment tests.<br />

The list of shareholdings of the INTERSEROH Group are contained in the annex to these<br />

Notes.<br />

The long-term loans shown concern mainly loans to non-group companies as well as longterm<br />

tied security payments. No extraordinary depreciations were made on loans and securities in the<br />

group financial year <strong>2005</strong> (previous year: EUR 0.18 million).<br />

The receivable from factoring concerns a short-term receivable from the sale of trade accounts<br />

receivable to the factoring company. The underlying agreement is to be seen as a financing<br />

transaction because not all risks in connection with the legally assigned receivables went over to the<br />

factor. The corresponding repayment obligation is shown under the short-term financial liabilities.<br />

After consideration of the extraordinary depreciations effected, the book values of all other<br />

financial liabilities shown correspond to their current values on the closing date.<br />

Regarding further information on the financial derivatives, reference is made to the notes (32)<br />

and (33).<br />

(16) Deferred tax claims and liabilities<br />

The deferred taxes entered in the balance sheet can be assigned to the individual balance sheet items<br />

by cause as follows:<br />

Deferred taxes <strong>2005</strong> Deferred taxes 2004<br />

Assets<br />

EUR million<br />

Liabilities<br />

EUR million<br />

Assets<br />

EUR million<br />

Liabilities<br />

EUR million<br />

Goodwill 2.93 0.99 3.33 0.77<br />

Other intangible assets 0.00 0.23 0.00 0.26<br />

Property, plants and equipment 0.40 1.78 0.54 2.03<br />

Inventories 0.00 0.25 0.00 0.55<br />

Provisions for pensions 1.90 0.00 1.86 0.00<br />

Other provisions 1.71 0.74 1.29 0.17<br />

Financial liabilities 1.69 0.00 1.82 0.00<br />

Loss carry-forwards for tax purposes 0.56 0.00 3.47 0.00<br />

Reserves<br />

(from consolidation entries) 0.00 2.27 0.00 3.13<br />

9.19 6.26 12.31 6.91<br />

Balance -3.39 -3.39 -3.25 -3.25<br />

5.80 2.87 9.06 3.66<br />

49


Deferred tax liabilities are balanced against corresponding claims insofar as the same tax<br />

subject and same fiscal authority are concerned.<br />

All loss carry-forwards for tax purposes can be used for an unlimited period of time.<br />

Deferred tax receivables due to temporary differences and existing loss carry-forwards for tax<br />

purposes totalling EUR 1.89 million (previous year: EUR 2.65 million) were not capitalised. They<br />

concern mainly foreign companies where realisation of the deferred tax claims can be seen as<br />

uncertain today.<br />

(17) Inventories<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

Raw materials and supplies 1.29 2.87<br />

Work in progress 7.42 10.35<br />

Finished goods 8.38 22.37<br />

Merchandise 17.13 5.02<br />

Advances to suppliers 3.75 1.87<br />

37.97 42.47<br />

Of the inventories shown on the closing date, EUR 9.10 million (previous year: EUR 9.53<br />

million) were entered in the balance sheet at their net selling value.<br />

The value adjustments on inventories amounted to EUR 1.37 million (previous year: EUR 1.55<br />

million) in the financial year.<br />

(18) Trade accounts receivable<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

Receivables from<br />

Third parties 131.02 138.83<br />

Less value adjustments -4.55 -6.93<br />

Affiliated companies 0.41 0.09<br />

Associated companies 0.01 0.14<br />

Holdings 0.01 0.00<br />

126.90 132.13<br />

All trade accounts receivable shown are due within a year.<br />

Receivables amounting to EUR 5.22 million (previous year: EUR 0.00 million) serve as<br />

security for liabilities valued at a total of EUR 1.40 million (previous year: EUR 0.00 million) within the<br />

framework of a global assignment. There are no other restraints on ownership and disposal regarding<br />

the trade accounts receivable.<br />

(19) Current income tax claims and other receivables<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

Tax reimbursement claims<br />

⋅ Current income tax 10.01 2.66<br />

⋅ Other 4.72 3.91<br />

Security payments 1.11 1.15<br />

Advances to suppliers 0.59 0.31<br />

Creditors with debits 0.41 0.40<br />

Receivables from insurance companies and other claims for compensation 0.42 0.12<br />

Other 3.34 2.47<br />

20.60 11.03<br />

50


The amounts named contain the following sums that are only realisable at the end of a year:<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

Tax reimbursement claims<br />

⋅ Other 0.00 0.01<br />

Security payments 0.02 0.03<br />

Receivables from insurance companies and other claims for compensation 0.03 0.00<br />

Other 0.39 0.12<br />

0.44 0.16<br />

(20) Liquid assets<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

Cash in banks<br />

⋅ Sight deposits and fixed deposits 29.13 30.98<br />

Cash on hand 0.20 0.20<br />

Cheques 0.15 0.05<br />

29.48 31.23<br />

This item corresponds to the financial resources fund in the flow-of-funds analysis and is not subject to<br />

any restraints on ownership or disposal.<br />

(21) Subscribed capital<br />

The fully paid-in subscribed capital of INTERSEROH AG amounted to an unchanged EUR 25.58<br />

million on the closing date. The capital stock is distributed among (also unchanged) 9,840,000<br />

individual share certificates without par value with an arithmetic share of the capital stock of EUR 2.60<br />

each.<br />

A share entitles its holder to participate in the company’s annual general shareholders’<br />

meeting and to receive the dividend declared by the general shareholders’ meeting.<br />

According to the German Corporation Act, the distributable dividend is determined according<br />

to the net income of the annual financial statements of INTERSEROH AG prepared in accordance<br />

with the regulations of the German Commercial Code.<br />

A dividend of EUR 0.86 was paid per share for fiscal 2004 (EUR 8.46 million in all). The<br />

proposed dividend for fiscal <strong>2005</strong> is also EUR 0.86 per share (EUR 8.46 million in all). The amount of<br />

the dividend for <strong>2005</strong> depends on approval by the shareholders at the general shareholders’ meeting<br />

on 22 June 2006 and was not entered in the consolidated financial statements as liability.<br />

(22) Reserves<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

Surplus capital 38.61 38.61<br />

Adjustment items from currency conversion 0.12 -0.06<br />

Difference from capital consolidation 1.18 1.18<br />

Other retained earnings, incl. net income 51.17 41.23<br />

91.08 80.96<br />

The surplus capital generally contains the premium received on issuing shares. This reserve is subject<br />

to certain restraints on disposal contained in the German Corporation Act.<br />

The other retained earnings contain (as in the previous year) amounts totalling EUR 6.99<br />

million from the new valuations or revaluations for preparation of the IFRS opening balance on 1<br />

January 2004, see note (40).<br />

51


The adjustment items from currency conversion concern the annual financial statements of the<br />

associated company TOM Sp. z. o.o prepared in Polish zloty.<br />

Regarding conversion of the equity per 1 January 2004 and 31 December 2004 as well as the<br />

consolidated result for 2004 for first-time preparation of the consolidated financial statements<br />

according to IFRS, reference is made to note (40).<br />

(23) Provisions for pensions and similar liabilities<br />

The pension provisions for the company pension scheme were valued actuarially according to<br />

the projected unit credit method prescribed in IAS 19 (Employee Benefits). This method of valuating<br />

the cash value of claims takes both the known pensions and acquired claims as of the closing date as<br />

well as the future expected increases in salaries and pensions into consideration. Differences resulting<br />

at the end of the year (so-called actuarial profits or losses) between scheduled pension liabilities<br />

calculated in this way and the actual cash value of claims are only entered in the balance sheet if they<br />

lie outside a range of 10 percent of the scope of liability. In this case the profits and losses are, if they<br />

exceed the 10-percent corridor, distributed over the average remaining service periods of the entitled<br />

employees and entered as earnings or expense. The share of interest on the allocations to provisions<br />

contained in the pension expenses is shown as interest expense within the financial result. All other<br />

provisions for pensions and similar liabilities are formed on the basis of expert actuarial opinions.<br />

Individual companies in the INTERSEROH Group have in the past provided benefits to their<br />

employees for the time after retirement in the form of contribution payments to private institutions and<br />

retirement benefit schemes. The plan assets exist exclusively in the form of reinsurance. The results<br />

of these commitments are consolidated company-wise in a “funded” plan. For all other commitments<br />

for which no reinsurance exists, the results are shown in the category “unfunded” plan.<br />

The promised payments by the company vary depending on the legal, tax and economic<br />

circumstances of the respective country and are usually based on period of employment and the<br />

remuneration of the employee. The promises comprise both those from pensions already running and<br />

from claims to pensions to be paid in the future. The group’s company pension scheme is exclusively<br />

performance-orientated. New employees are not given any promise of a company pension because all<br />

the pension schemes, which are based on collective agreements between the company and its<br />

workforce, are closed.<br />

The obligations existing exclusively in Germany were calculated using the following parameters:<br />

31.12.<strong>2005</strong> 31.12.2004<br />

Interest rate for accounting purposes 4.25 % 4.50 %<br />

Salary trend 2.50 % 3.00 %<br />

Pension adjustment 1.75 % 1.50 %<br />

Expected return from plan assets 6.00 % 6.00 %<br />

The parameters for mortality, invalidity and marriage probability are based on the “Reference<br />

Tables <strong>2005</strong> G” – respectively the “Reference Tables 1998” for 2004 – of Dr. Klaus Heubeck. The<br />

earliest possible age for receiving retirement benefits from the statutory pension scheme according to<br />

German law was used as retirement age.<br />

The following age and sex-dependent fluctuation probabilities were applied:<br />

31.12.<strong>2005</strong> 31.12.2004<br />

Change rate per year Men Women Men Women<br />

Age to<br />

25 6.0 % 8.0 % 6.0 % 8.0 %<br />

30 5.0 % 7.0 % 5.0 % 7.0 %<br />

35 4.0 % 5.0 % 4.0 % 5.0 %<br />

45 2.5 % 2.5 % 2.5 % 2.5 %<br />

50 1.0 % 1.0 % 1.0 % 1.0 %<br />

above 50 0.0 % 0.0 % 0.0 % 0.0 %<br />

52


The net liabilities developed as follows:<br />

Net liabilities<br />

Funded plan<br />

EUR million<br />

Unfunded plan<br />

EUR million<br />

Total<br />

EUR million<br />

As of 01.01.2004<br />

Periodic net costs from pension commitments<br />

(fixed benefit plan)<br />

0.08 21.27 21.35<br />

Interest expenses<br />

Expected profits from plan assets -0.06 0.00 -0.06<br />

Current expenses for pension claims 0.07 0.15 0.23<br />

Amortisation actuarial profits and losses 0.03 0.00 0.03<br />

Employee contributions to plan assets -0.09 0.00 -0.09<br />

Direct benefit payments by the company 0.00 -1.17 -1.17<br />

Accruals/Retirements/Transfers 0.01 0.00 0.01<br />

As of 31.12.2004 0.10 21.28 21.38<br />

As of 01.01.<strong>2005</strong> 0.10 21.28 21.38<br />

Periodic net costs from pension commitments<br />

(fixed benefit plan)<br />

Interest expenses 0.05 1.01 1.06<br />

Expected profits from plan assets -0.06 0.00 -0.06<br />

Current expenses for pension claims 0.08 0.17 0.26<br />

Employer contributions to plan assets -0.11 0.00 -0.11<br />

Direct benefit payments by the company 0.00 -1.23 -1.23<br />

As of 31.12.<strong>2005</strong> 0.06 21.22 21.28<br />

The accruals of the previous year concern the reversed contract of an employee who left the<br />

company.<br />

The cash value of claims has changed as follows:<br />

Cash value of claims<br />

0.05<br />

Funded plan<br />

EUR million<br />

1.03<br />

Unfunded plan<br />

EUR million<br />

1.08<br />

Total<br />

EUR million<br />

As of 01.01.2004 1.01 21.27 22.28<br />

Current expenses for pension benefits 0.07 0.15 0.23<br />

Interest expenses 0.05 1.03 1.08<br />

Actuarial profit/(loss) 0.08 1.66 1.73<br />

Accruals/Retirements/Transfers -0.03 0.00 -0.03<br />

Benefit payments (payments from plan assets and by the<br />

company)<br />

-0.02 -1.17 -1.19<br />

As of 31.12.2004 1.16 22.93 24.09<br />

As of 01.01.<strong>2005</strong> 1.16 22.93 24.09<br />

Current expenses for pension benefits 0.08 0.17 0.26<br />

Interest expenses 0.05 1.01 1.06<br />

Actuarial loss 0.00 1.27 1.27<br />

Benefit payments (payments from plan assets and by the<br />

company) -0.02 -1.23 -1.25<br />

As of 31.12.<strong>2005</strong> 1.27 24.15 25.42<br />

The payments prospectively due in 2006 amount to EUR 1.23 million (previous year: EUR 1.17<br />

million) and will be reported under short-term provisions.<br />

53


The pension expenses reported in personnel expenses are made up as follows:<br />

Funded plan<br />

EUR million<br />

Unfunded plan<br />

EUR million<br />

Total<br />

EUR million<br />

2004<br />

Interest expenses 0.05 -0.06 1.08<br />

Profits from plan assets -0.06 0.00 -0.06<br />

Current expenses for pension claims 0.07 0.15 0.23<br />

Amortisation actuarial profits and losses 0.03 0.00 0.03<br />

Periodic net costs from pension commitments<br />

⋅ Fixed benefit plan 0.10 1.18 1.28<br />

<strong>2005</strong><br />

Interest expenses 0.05 1.01 1.06<br />

Expected profits from plan assets -0.06 0.00 -0.06<br />

Current expenses for pension claims 0.08 0.17 0.26<br />

Periodic net costs from pension commitments<br />

⋅ Fixed benefit plan 0.07 0.18 1.25<br />

(24) Other provisions<br />

As of<br />

01.01.<strong>2005</strong><br />

EUR million<br />

Change<br />

cons. comp.<br />

EUR million<br />

Utilisation<br />

EUR million<br />

Reduction<br />

EUR million<br />

Transfer<br />

EUR million<br />

As of<br />

31.12.<strong>2005</strong><br />

EUR million<br />

Lawsuits 2.08 0.00 0.17 0.69 0.40 1.61<br />

Obligation to<br />

return property<br />

to original<br />

condition 1.41 0.00 0.42 0.02 0.32 1.28<br />

Restructuring 1.04 0.00 0.79 0.00 0.62 0.87<br />

Pending<br />

transactions 0.68 0.00 0.00 0.18 0.00 0.51<br />

Anniversary<br />

obligations 0.43 0.00 0.00 0.00 0.08 0.51<br />

Other 2.35 -0.21 0.37 1.70 1.09 1.18<br />

8.00 -0.21 1.75 2.58 2.51 5.96<br />

Of the amounts shown, the following are due within a year:<br />

As of<br />

31.12.<strong>2005</strong><br />

EUR million<br />

As of<br />

31.12.2004<br />

EUR million<br />

Lawsuits 1.36 1.16<br />

Restructuring 0.87 1.04<br />

Other 0.31 0.34<br />

2.54 2.54<br />

The short-term share of provisions for pensions (prospective pension payments in the coming<br />

financial year) are reported in the balance sheet under short-term provisions at EUR 1.23 million<br />

(previous year: EUR 1.17 million) so that the total amount of the balance sheet item “Provisions” in the<br />

short-term debt amounts to EUR 3.74 million (previous year: EUR 3.71 million).<br />

Provisions for current lawsuits are formed if their risks can be reasonably estimated. These<br />

provisions are determined on the basis of notifications and cost estimates by the company’s own legal<br />

department and lawyers appointed to represent the company and cover all the estimated fees and<br />

legal expenses for these lawsuits and possible settlement costs.<br />

The obligations to return property to its original condition correspond to the discounted<br />

amount for restoration to original condition of rented or leased property at the end of the rent or lease<br />

agreements. The expected expenditures are, insofar as they are not due in 2006 or further extensions<br />

to the existing agreements are not agreed, due between 1 January 2007 and 31 December 2023. Due<br />

54


to the passage of time, the discounted amount of the provisions rose by EUR 0.03 million (previous<br />

year: EUR 0.04 million) as of 31 December <strong>2005</strong>.<br />

The provisions for restructuring contain expected expenditures in connection with planned<br />

restructuring measures in one (previous year: two) foreign subsidiary.<br />

(25) Financial liabilities<br />

As of 31.12.<strong>2005</strong><br />

Total<br />

EUR million<br />

to 1 year<br />

EUR million<br />

With a remaining term of<br />

> 1 year<br />

to 5 years<br />

EUR million<br />

> 5 years<br />

EUR million<br />

Liabilities (to/from)<br />

Banks 33.85 20.42 12.90 0.52<br />

Finance-leasing 4.25 1.28 2.62 0.35<br />

Bills and notes 2.03 2.03 0.00 0.00<br />

Other 4.91 3.98 0.65 0.27<br />

45.04 27.72 16.18 1.14<br />

As of 31.12.2004<br />

Total<br />

EUR million<br />

to 1 year<br />

EUR million<br />

With a remaining term of<br />

> 1 year<br />

to 5 years<br />

EUR million<br />

> 5 years<br />

EUR million<br />

Liabilities (to/from)<br />

Banks 42.11 13.27 27.13 1.71<br />

Finance-leasing 5.44 1.55 3.34 0.55<br />

Bills and notes 0.35 0.35 0.00 0.00<br />

Other 0.25 0.25 0.00 0.00<br />

48.15 15.42 30.47 2.26<br />

INTERSEROH generally does not provide security for liabilities to banks. Secured loans do exist in<br />

exceptional cases. These loans, exclusively with fixed interest rate agreements, were valued on the<br />

closing date at EUR 7.12 million (previous year: EUR 4.34 million), of which EUR 3.33 million<br />

(previous year: EUR 3.96 million) are secured by liens. The interest rates for medium and long-term<br />

liabilities lie between 3.20 percent and 6.00 percent. The durations of the main loans as far as their<br />

sums are concerned expire between 15 March 2006 and 18 January 2009.<br />

Liabilities from finance-leasing are entered as liabilities if the leased assets are entered in the<br />

balance sheet under property, plants and equipment as economic property of the group (financeleasing).<br />

They are reported at their cash values.<br />

The leasing liabilities reported can be subdivided by maturity as follows:<br />

Future min. lease instalment Interest share therein Repayment share therein<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

Within 1 year 1.42 1.62 0.14 0.07 1.28 1.55<br />

Between 1<br />

and 5 years 2.97 3.77 0.35 0.43 2.62 3.34<br />

In more than 5<br />

years 0.36 0.58 0.01 0.03 0.35 0.55<br />

Finance-leasing contracts are usually concluded for a basic term of between four and six years. The<br />

majority of the contracts provide for various short-term extensions and/or purchase options at the end<br />

of the basic terms. One leasing contract, which must be seen by its form as finance-leasing, has a<br />

term of 10 years, combined with an extension option for a further five years respectively if the contract<br />

is not terminated. Insofar as these options are deemed favourable, the corresponding amounts were<br />

incorporated in the calculation of the cash values. Accordingly, the liabilities from finance-leasing<br />

contracts reported contain the purchase price payments of EUR 0.04 million (previous year: EUR 0.04<br />

million) needed to exercise the favourable purchase options. The underlying interest rates of the<br />

contracts vary depending on the market and time the contracts were concluded between 3.44 and<br />

10.06 percent.<br />

55


Of the other financial liabilities, EUR 0.20 million (previous year: EUR 0.25 million) were due<br />

to affiliated companies.<br />

The book values reported for all financial liabilities correspond to their current values.<br />

(26) Trade accounts payable<br />

To<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

Third parties 97.56 90.98<br />

Affiliated companies 0.17 0.01<br />

Holdings 0.01 0.01<br />

97.74 91.00<br />

All trade accounts payable are due within a year.<br />

The liabilities to third parties contain liabilities from outstanding invoices based on services<br />

already received but not yet invoiced at EUR 28.35 million (previous year: EUR 21.93 million) and<br />

liabilities in connection with concluded contracts that basically concern repayment obligations to<br />

manufacturers and waste disposal obligations at EUR 15.82 million (previous year: EUR 12.59<br />

million).<br />

(27) Current income tax liabilities and other liabilities<br />

As of 31.12.<strong>2005</strong><br />

Total<br />

EUR million<br />

to 1 year<br />

EUR million<br />

With a remaining term of<br />

> 1 year<br />

to 5 years<br />

EUR million<br />

> 5 years<br />

EUR million<br />

Liabilities (to/from)<br />

Current income taxes 4.64 4.64 0.00 0.00<br />

Other taxes 1.46 1.46 0.00 0.00<br />

Personnel 7.50 7.50 0.00 0.00<br />

Advances received for orders<br />

0.07 0.07 0.00 0.00<br />

Other<br />

12.70 11.94 0.76 0.00<br />

26.37 25.61 0.76 0.00<br />

As of 31.12.2004<br />

Total<br />

EUR million<br />

to 1 year<br />

EUR million<br />

With a remaining term of<br />

> 1 year<br />

to 5 years<br />

EUR million<br />

> 5 years<br />

EUR million<br />

Liabilities (to/from)<br />

Current income taxes 6.70 6.70 0.00 0.00<br />

Other taxes 2.94 2.94 0.00 0.00<br />

Personnel 9.15 8.99 0.16 0.00<br />

Advances received for orders 0.79 0.79 0.00 0.00<br />

Other 12.59 10.13 1.71 0.75<br />

32.17 29.56 1.86 0.75<br />

These liabilities are entered in the balance sheet at their updated acquisition costs if not stated<br />

otherwise.<br />

The current income tax liabilities contain almost exclusively domestic corporation and<br />

municipal trade tax liabilities. The consolidated balance sheet as of 31 December <strong>2005</strong> additionally<br />

contains foreign income tax liabilities totalling merely EUR 0.07 million (EUR 0.05 million for Sweden<br />

and EUR 0.02 million for Austria; previous year: EUR 0.02 million for the Netherlands).<br />

The liabilities from other taxes contain, in addition to the amounts for which the group<br />

companies are tax debtors, also such taxes that are remitted for the account of third parties.<br />

The personnel liabilities comprise mainly bonuses, holiday and overtime credit balances,<br />

contributions to social security and employers’ liability insurance fund not yet to be remitted as well as<br />

personnel costs.<br />

56


Of the other liabilities, EUR 0.04 million (previous year: EUR 0.24 million) concern liabilities to<br />

affiliated companies.<br />

57


Other Notes and Information<br />

(28) Notes on the cash flow statement<br />

Pursuant to IAS 7 (Cash Flow Statement), the cash flow statement prepared by the indirect method<br />

shows how the cash in the group changed in the course of the year under review as a result of the<br />

inflow and outflow of funds.<br />

The cash flow statement differentiates between cash flows from current business activity,<br />

investment activity and financing activity. The cash balance comprises cheques, cash on hand and<br />

cash in banks.<br />

Apart from income tax payments, interest earnings and payments are also assigned to the<br />

cash flow from current business activity because they in the first instance serve financing of current<br />

business activity. The income from dividends is also contained in the cash flow from current business<br />

activity. They mainly concern distributions by associated companies.<br />

The consolidated result declined by EUR 10.63 million compared to the previous year. The<br />

fact that the cash flow from current business nevertheless rose by EUR 14.67 million over the previous<br />

year is mainly the result of the high commitment of funds in the net operating assets in the previous<br />

year, especially the inventories and trade accounts receivable, which in turn can be attributed to the<br />

exceptionally high price level at the turn of the year 2004/<strong>2005</strong> compared to the turn of the year<br />

2003/2004, especially in the steel and metal recycling segment.<br />

The net cash flow after deduction of payments for interest and income tax developed<br />

accordingly, although the increased income tax payments resulting from the high result of the previous<br />

year and corresponding advance tax payments for the current year could only be partly compensated<br />

for by the lower payments for interest resulting from considerable repayment activity.<br />

The outflow of funds in the field of investment activity in the year under review was at EUR<br />

20.98 million (previous year: EUR 6.10 million) three times higher than in the previous year. This was<br />

due to extensive investments in the financial year, especially in property, plants and equipment. The<br />

funds were used mainly for alterations to several sites and the construction of a wood processing<br />

plant, a recycling plant and two large plants in the steel and metal sector. The amount of the<br />

investment shown in the fixed assets as outflow of funds differs from the accruals shown in the<br />

statement of fixed assets largely due to the non payment-effective accruals from finance-leasing.<br />

The cash flow from financing activity shows an outflow of funds totalling EUR 16.60 million<br />

(previous year: EUR 11.10 million) in the year under review. The outflows result – as in the previous<br />

year – mainly from the payment of the dividends for the past financial year at EUR 8.46 million. In<br />

addition to this, more on the balances of the financial liabilities were repaid than in the previous year,<br />

namely EUR 8.60 million (previous year: EUR 2.59 million).<br />

In spite of the high investment activity and repayments of financial liabilities, the year under<br />

review only experienced a payment-effective reduction of funds of EUR 1.75 million (previous year:<br />

increase by EUR 4.09 million). The named amounts could therefore be defrayed almost completely<br />

from the current cash flow.<br />

(29) Description of segments<br />

The companies in the INTERSEROH Group are divided into two segments, with all the companies<br />

engaged in steel and metal recycling belonging to the steel and metal recycling segment and all the<br />

other companies to the services and raw materials trading segment. INTERSEROH AG belongs<br />

completely to the services and raw materials trading segment.<br />

58


The segments performed as follows in the past financial year according to IAS 14:<br />

Turnover<br />

Services and raw<br />

materials trading<br />

<strong>2005</strong><br />

EUR<br />

million<br />

2004<br />

EUR<br />

million<br />

Steel and metal<br />

recycling<br />

<strong>2005</strong><br />

EUR<br />

million<br />

2004<br />

EUR<br />

million<br />

Inter-segment<br />

consolidations<br />

<strong>2005</strong><br />

EUR<br />

million<br />

2004<br />

EUR<br />

million<br />

<strong>2005</strong><br />

EUR<br />

million<br />

Group<br />

2004<br />

EUR<br />

million<br />

External<br />

sales 248.75 229.66 698.16 810.49 0.00 0.00 946.91 1,040.15<br />

Sales<br />

between<br />

the<br />

segments 0.41 0.36 2.67 1.17 -3.08 -1.53 0.00 0.00<br />

249.16 230.02 700.83 811.66 -3.08 -1.53 946.91 1,040.15<br />

Services and raw<br />

materials trading<br />

<strong>2005</strong><br />

EUR<br />

million<br />

2004<br />

EUR<br />

million<br />

Steel and metal<br />

recycling<br />

<strong>2005</strong><br />

EUR<br />

million<br />

2004<br />

EUR<br />

million<br />

Inter-segment<br />

consolidations Group<br />

<strong>2005</strong><br />

EUR<br />

million<br />

2004<br />

EUR<br />

million<br />

<strong>2005</strong><br />

EUR<br />

million<br />

2004<br />

EUR<br />

million<br />

Segment result 19.87 27.25 16.13 30.17 -2.96 -8.09 33.04 49.33<br />

including:<br />

Inter-segment<br />

income from<br />

investments -2.96 -8.90 0.00 0.00 2.96 8.90 0.00 0.00<br />

Adjusted segment<br />

result 16.91 18.35 16.13 30.17 0.00 0.81 33.04 49.33<br />

including:<br />

Depreciations on<br />

intangible assets<br />

and property,<br />

plants and<br />

equipment<br />

- Scheduled 5.05 5.89 6.44 6.72 0.00 -0.81 11.49 11.79<br />

- Extraordinary<br />

0.79 0.00 0.00 0.00 0.00 0.00 0.79 0.00<br />

Result from<br />

associated<br />

companies 0.00 0.00 0.87 2.49 0.00 0.00 0.87 2.49<br />

Result from other<br />

holdings 0.01 0.00 0.10 0.07 0.00 0.00 0.10 0.07<br />

Segment assets 117.10 101.67 177.93 189.52 0.72 3.47 295.75 294.66<br />

including<br />

Interests in<br />

associated<br />

companies 0.00 0.00 6.64 6.43 0.00 0.00 6.64 6.43<br />

Investments in<br />

long-term assets<br />

(property, plants<br />

and equipment<br />

and intangible<br />

assets) 12.38 7.15 13.28 5.59 0.08 0.09 25.75 12.83<br />

Segment debts 79.82 70.18 79.14 85.17 -12.21 -9.50 146.75 145.85<br />

Since all consolidated companies are assigned to the two segments described, the transfer of the<br />

segment totals to the corresponding closing figures results exclusively from the inter-segment capital,<br />

debt and income/expense consolidations indicated.<br />

Extraordinary depreciations on property, plants and equipment of EUR 0.79 million are only<br />

contained in the segment result for services and raw materials trading for <strong>2005</strong>.<br />

59


The following table shows the geographic make-up of the segments:<br />

Services and raw materials<br />

trading<br />

<strong>2005</strong><br />

2004<br />

EUR million EUR million<br />

Steel and metal recycling<br />

<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

Germany<br />

a) Turnover (external sales) 173.83 149.32 457.16 489.69<br />

b) Assets 94.11 76.98 176.71 188.51<br />

c) Investments in long-term assets<br />

(property, plants and equipment and<br />

intangible assets) 9.18 3.10 13.25 5.55<br />

Rest of EU<br />

a) Turnover (external sales) 66.12 69.19 201.96 257.50<br />

b) Assets 22.99 24.69 1.22 1.01<br />

c) Investments in long-term assets<br />

(property, plants and equipment and<br />

intangible assets) 3.20 4.05 0.03 0.04<br />

Non-EU countries<br />

a) Turnover (external sales) 8.80 11.15 39.04 63.30<br />

b) Assets 0.00 0.00 0.00 0.00<br />

c) Investments in long-term assets<br />

(property, plants and equipment and<br />

intangible assets) 0.00 0.00 0.00 0.00<br />

The turnovers are allocated to the regions according to the customer’s seat, and the assets<br />

and investments according to the location of the assets.<br />

The transfer prices for internal group turnover are defined based on market conditions (“at<br />

arm’s length” principle).<br />

(30) Liability Relations<br />

Contingent Liability from the Negotiation and Transfer of Bills and Notes<br />

As of 31 December <strong>2005</strong> the group had contingent liabilities from the negotiation and transfer of bills<br />

and notes amounting to EUR 0.39 million (previous year: EUR 0.00 million).<br />

Contingent Liability from Joint and Several Liability for Guarantees and Cash Advances<br />

INTERSEROH AG introduced a cash pooling system with account clearing procedure for domestic<br />

subsidiaries in 1999. Under this system the balances of the integrated subsidiaries are credited or<br />

charged to the clearing account of INTERSEROH AG daily. In the cash pooling system INTERSEROH<br />

AG works together with WestLB AG, Cologne, as well as the associated state and savings banks,<br />

Commerzbank AG, Cologne, and Dresdner Bank AG, Cologne.<br />

The group has obligations totalling EUR 4.97 million (previous year: EUR 4.84 million) from<br />

surety and guarantee agreements and provision of securities for non-group liabilities.<br />

(31) Other financial obligations<br />

Apart from the finance-leasing contracts already described as financial liabilities, the group also has<br />

rental and leasing contracts (mainly property, office rooms and buildings as well as operating and<br />

business equipment, e.g. vehicles and office machines), which by their economic content must be<br />

classified as operate-leasing contracts. Rent and lease payments totalling EUR 9.45 million (previous<br />

year: EUR 9.76 million) were made for these in <strong>2005</strong>. The instalments from the operate-leasing<br />

contracts existing on the closing date will fall due in subsequent years as follows:<br />

60


<strong>2005</strong><br />

EUR million<br />

2004<br />

EUR million<br />

Within 1 year 10.97 9.45<br />

Between 1 and 5 years 11.67 11.00<br />

In more than 5 years 6.12 7.78<br />

28.76 28.23<br />

(32) Management of financial risks<br />

INTERSEROH’s risk strategy calls for avoiding, hedging or insuring specific risks. These risks are<br />

operational risks resulting from day-to-day business. The goal is not to avoid all potential risks, but to<br />

establish room for manoeuvre to enable conscious risk-taking based on comprehensive knowledge of<br />

the risks involved and the overall context of the risks.<br />

Further development of the system in order to provide necessary and successful support to<br />

the segments of the INTERSEROH Group is also the goal and responsibility of group management<br />

and the segment directors.<br />

As components of the risk management system, the definition, identification, evaluation and<br />

response to existing risks are routinely checked for completeness.<br />

The system is expanded whenever the possibility of a loss is identified and the occurrence of a<br />

major loss cannot be dismissed as entirely improbable. New elements have also been added to the<br />

system in cases where the risk sensitivity and communication of employees could be improved with<br />

the resultant benefits for stable business development.<br />

The risk management system extends to and integrates all operational units of the group<br />

and includes the following characterising elements among others:<br />

• ensuring the necessary liquidity at all times<br />

• assessment of price change risks (value-at-risk analysis) in all raw materials trading segments<br />

• timely hedging of exchange rate risks<br />

• organisational manual as guideline for all group units, among others for the risk fields of securing<br />

receivables including political and economic national risks, exchange rates, insurance<br />

• rules of procedure with defined approval requirements.<br />

The liquidity needed in the group is secured by longer term, fixed-interest and bilateral loans<br />

as well as lines of credit. A day-based inflow and outflow plan guarantees a permanent overview of the<br />

need in the group.<br />

Any need extending beyond the short-term liquidity available can be covered completely at all<br />

times by rolling cash credit lines granted by the commercial banks for at least one year.<br />

The change in the exchange rate of the euro against other currencies, especially the US<br />

dollar, leads in international business relations not only to general risks but also special exchange rate<br />

risks. Generally it should be attempted to leave these currency risks with the business partner, i.e. to<br />

invoice in euros. Where this is not possible, the internal guideline must be observed.<br />

Speculative transactions (volume and/or price obligations without concrete need) are not<br />

permitted. This also includes contracts in foreign currency speculating on a gain in the exchange rate.<br />

The foreign currency receivables and liabilities resulting from contracts must be hedged when<br />

exceeding a volume of EUR 0.025 million. Hedging may be effected exclusively by way of foreign<br />

exchange forward contracts (in the form of micro or macro hedging) or with existing currency stocks.<br />

Options or similar business transactions are not permitted.<br />

Micro hedging secures the risks of each individual item separately.<br />

In macro hedging the net risk existing is first determined. To this end, existing hedge items<br />

(receivables and liabilities in the same foreign currency – in so far as their amounts and periods<br />

correspond) are eliminated. The open surplus remaining is then closed by an opposing hedge<br />

transaction.<br />

Stockpiling of foreign currencies is not permitted.<br />

To avoid price change risks in transactions in the raw materials trading segment (value-atrisk<br />

analysis), the trade is effected back-to-back, i.e. without risk.<br />

In the INTERSEROH Group credit risks in the field of trade accounts receivable are generally<br />

transferred to a third party in the form of trade credit insurance. There is an instruction in the group<br />

that business exceeding the insured limit per debtor may not be transacted. This rule may only be<br />

deviated from in justified individual cases and only after prior approval by management or the<br />

management board. Compliance with the trade credit limits is monitored at regular intervals.<br />

61


(33) Derivative financial instruments<br />

All foreign currency receivables and liabilities in the INTERSEROH Group resulting from contracts are<br />

hedged without exception (upwards of a volume of more than EUR 0.025 million). Generally hedging<br />

for transactions in foreign currency is effected exclusively by forward exchange transactions. Only<br />

banks of first-class financial standing are used. Hedging is used according to standardised guidelines,<br />

subject to strict control and usually restricted to securing operational business.<br />

In the forward exchange transaction a certain exchange rate is defined for a certain time in the<br />

future at the time of the underlying transaction. This ensures that the maturity date is identical with the<br />

payment date of the underlying receivable or liability and that no outstanding foreign currency or<br />

forward dispositions arise.<br />

They are valued at fair value. “Normal” purchases and sales of financial assets pursuant to<br />

IAS 39 are entered in the balance sheet according to the accounting method on the day of<br />

performance. The aim of the use of derivative financial instruments is mainly to rule out influences on<br />

operational business by exchange rate changes.<br />

As of the closing date the INTERSEROH Group had forward exchange transactions to secure<br />

trade accounts invoiced in foreign currencies, each of which was based on a corresponding underlying<br />

transaction with identical amount and period.<br />

At a nominal amount of USD 1.87 million (corresponds to EUR 1.57 million), the derivative<br />

financial instruments are reported under the short-term financial liabilities with their negative market<br />

value of EUR 0.007 million (previous year: positive EUR 0.029 million under the short-term financial<br />

assets).<br />

There is no own market risk from the forward exchange transactions themselves because the<br />

linked operational business results in a closed item, which ensures that liquidity is available in the<br />

secured currency in the corresponding amount at the agreed date.<br />

Profits and losses from the development of the market values of the fair value hedges are<br />

taken into account directly in the income statement in that the results from the hedge and those from<br />

the underlying transaction are incorporated with effect on net income.<br />

A non-payment risk does not exist.<br />

All the forward exchange transactions entered into to secure currency risks have (as in the<br />

previous year) a remaining term of up to one year.<br />

(34) Original financial instruments<br />

The stock of original financial instruments can be seen in the balance sheet. The explanations on<br />

them are given in the explanations of the respective balance sheet item.<br />

(35) Information on closely related companies and persons<br />

In the course of operational business the companies in the INTERSEROH Group obtain materials,<br />

supplies and services from numerous business partners Europe-wide. Among them are companies in<br />

which INTERSEROH holds an interest as well as companies that have connections with members of<br />

the Supervisory Board of INTERSEROH AG. <strong>Business</strong> with these companies is transacted on the<br />

same terms as with external third parties. The companies in the INTERSEROH Group were not<br />

involved in any transactions of significance for the Management Board or companies or persons close<br />

to the Management Board that were unusual in type or nature. The organisational guidelines stipulate<br />

that in the case of unusual transactions with closely related persons or companies the prices agreed<br />

must be reviewed by two independent auditors to ensure conformity with market prices.<br />

Expenses and earnings with associated companies or subsidiaries not included in the<br />

consolidated financial statements are only of minor significance for the evaluation of the financial,<br />

earnings and liquidity position and the payment flows of the group.<br />

Two members of the Supervisory Board indirectly held a shareholding of more than one<br />

percent each of the shares issued by the company as of 31 December <strong>2005</strong> (cf. note (42)).<br />

The shareholdings of all other members of the Supervisory Board and Management Board as<br />

of 31 December <strong>2005</strong> were neither directly nor indirectly more than one percent of the shares issued<br />

by the company. The total shareholding of all other members of the Supervisory Board and<br />

Management Board also lay under one percent on the closing date.<br />

62


(36) Management Board and Supervisory Board<br />

Management Board<br />

The Management Board comprised the following members in the year under review:<br />

• Dr. Werner Kook (Chairman), Dinslaken<br />

• Johannes-Jürgen Albus, Cologne<br />

• Christian Rubach, Düsseldorf<br />

• Roland Stroese, Cologne (from 8 October <strong>2005</strong>)<br />

• Michael Mevissen, Tönisvorst (to 30 June <strong>2005</strong>)<br />

The total compensation of the Management Board of INTERSEROH AG for its work amounted to EUR<br />

1.47 million (previous year: EUR 1.48 million) in <strong>2005</strong>. This sum contains a variable component of<br />

EUR 0.48 million (previous year: EUR 0.41 million). A sum of EUR 0.11 million was paid to former<br />

members of the Management Board and their dependents. A total of EUR 0.05 million was allocated<br />

to provisions for pension commitments to former members of the Management Board and their<br />

dependents.<br />

The profession exercised by the members of the Management Board lies in managing and<br />

representing the company.<br />

Supervisory Board<br />

The following persons belonged to the company’s Supervisory Board in the past financial year:<br />

Supervisory Board<br />

Member (Profession)<br />

Dr. Axel Schweitzer,<br />

Velten/Berlin<br />

Chairman (since<br />

31.03.<strong>2005</strong>)<br />

(Member of the<br />

Management Board of<br />

ALBA AG)<br />

Mr. Friedrich Carl<br />

Janssen, Cologne<br />

Vice Chairman (since<br />

31.03.<strong>2005</strong>)<br />

(Co-owner of Bankhaus<br />

Sal. Oppenheim jr. & Cie.<br />

KgaA, <strong>Business</strong> Graduate)<br />

Member in Committees of<br />

the Supervisory Board of<br />

INTERSEROH AG<br />

Personnel Committee<br />

Personnel Committee<br />

Audit Committee<br />

Membership in Other<br />

Statutory Supervisory<br />

Boards<br />

AXA Service AG, Cologne<br />

Content Management AG,<br />

Cologne<br />

european transaction bank<br />

AG, Frankfurt am Main<br />

Gardeur AG,<br />

Mönchengladbach<br />

(Chairman)<br />

Sal. Oppenheim<br />

International S.A.,<br />

Luxembourg<br />

Bank Sal. Oppenheim<br />

jr.&Cie. (Luxembourg)<br />

S.A., Luxembourg<br />

IV.Oppenheim AG,<br />

Cologne<br />

V. Oppenheim AG,<br />

Cologne<br />

Services Généraux de<br />

Gestion S.A., Luxembourg<br />

Membership in other<br />

Controlling Boards in<br />

Terms of § 125, Par. 1.5.3,<br />

Corporation Act<br />

63


Mr. Hans-Jörg Vetter,<br />

Berlin<br />

Vice Chairman (since<br />

31.03.<strong>2005</strong>)<br />

(Chairman of the<br />

Management Board of<br />

Bankgesellschaft Berlin<br />

AG, Banker)<br />

Dr. Eric Schweitzer,<br />

Velten/Berlin<br />

Vice Chairman (to<br />

31.03.<strong>2005</strong>)<br />

(Member of the<br />

Management Board of<br />

ALBA AG, President of the<br />

IHK Berlin, <strong>Business</strong><br />

Graduate)<br />

Mr. Bernd Aido, Lübeck<br />

(<strong>Business</strong>man)<br />

Dr. jur. Jürgen R.<br />

Neuhaus, Cologne<br />

(Lawyer)<br />

Dr. Wolfgang Bosch,<br />

Neu-Anspach<br />

(since 23.06.<strong>2005</strong>)<br />

(Lawyer)<br />

Personnel Committee Berlin-Hannoversche<br />

Hypothekenbank AG,<br />

Berlin/Hanover (Chairman)<br />

Immobilien- u.<br />

Baumanagement der<br />

Bankgesellschaft Berlin<br />

GmbH, Berlin (Chairman)<br />

LPFV Finanzbeteiligungs-<br />

u. Verwaltungs GmbH,<br />

Berlin<br />

(Chairman)<br />

IBAG Immobilien u.-<br />

Beteiligungen AG, Berlin<br />

(Chairman)<br />

Audit Committee Babcock Borsig AG in<br />

liquidation, Oberhausen<br />

(Supervisory Board<br />

Member)<br />

Personnel Committee<br />

Audit Committee<br />

Eisen- und Hüttenwerke<br />

AG, Cologne (Supervisory<br />

Board Member)<br />

UNIPLAN International<br />

GmbH & Co. KG, Kerpen<br />

(Supervisory Board<br />

Member)<br />

Allweiler AG, Radolfzell<br />

(Supervisory Board<br />

Member)<br />

DekaBank Deutsche<br />

Girozentrale, Frankfurt am<br />

Main (Board of Directors)<br />

BEHALA Berliner Hafen-<br />

und Lagerhausgesellschaft<br />

mbH, Berlin<br />

(Corporation under Public<br />

Law)<br />

Stiftung Pfefferwerk, Berlin<br />

METRO CAPITAL BV,<br />

Netherlands (retired on<br />

01.07.<strong>2005</strong>)<br />

64


Mr. Friedrich Merz,<br />

Arnsberg<br />

(since 23.06.<strong>2005</strong>)<br />

(Law Firm Mayer Brown<br />

Rowe & Maw LLP, Berlin /<br />

Frankfurt, Lawyer)<br />

Mr. Joachim Edmund<br />

Hunold, Düsseldorf<br />

(since 25.07.<strong>2005</strong>)<br />

(Managing Partner of AIR<br />

Berlin GmbH & Co.<br />

Luftverkehrs KG)<br />

Mr. Norbert Rethmann,<br />

Selm<br />

(to 24.02.<strong>2005</strong>)<br />

(<strong>Business</strong>man)<br />

Dr. Walter Aden,<br />

Dortmund<br />

(to 23.06.<strong>2005</strong>)<br />

(Honorary Principal<br />

Managing Director of the<br />

IHK Dortmund, <strong>Business</strong><br />

Graduate)<br />

Mr. Gotthard Graß,<br />

Frankfurt<br />

(to 23.06.<strong>2005</strong>)<br />

(Principal Managing<br />

Director of the Federation<br />

of the Electrotechnical and<br />

Electronics Industries –<br />

ZVEI -, Graduate<br />

Engineer)<br />

AXA Versicherung AG,<br />

Cologne<br />

Deutsche Börse AG,<br />

Frankfurt am Main<br />

Deutsche Rockwool<br />

GmbH, Gladbeck<br />

BVG Berliner<br />

Verkehrsbetriebe, Berlin<br />

(Corporation under Public<br />

Law)<br />

iFH Aktiengesellschaft,<br />

Frankfurt am Main (to<br />

31.12.<strong>2005</strong>)<br />

Rethmann Beteiligungs<br />

AG (Chairman)<br />

RHENUS Verwaltungs AG<br />

(Chairman)<br />

Bischof + Klein GmbH &<br />

Co. KG, Lengerich<br />

(Advisory Board<br />

Chairman)<br />

TAROX Holding AG,<br />

Lünen (Chairman)<br />

DOC CONNEX AG,<br />

Dortmund (Chairman)<br />

BASF NV, Antwerp /<br />

Belgium<br />

(Member of the Board of<br />

Directors, non-executive)<br />

Stadler Rail AG, Bussnang<br />

/ Switzerland (Member of<br />

the Board of Directors,<br />

non-executive)<br />

Elektro-Altgeräte-Register<br />

GbR-<br />

Projektgesellschaft,Fürth<br />

(Supervisory Board<br />

Member)<br />

ZVEI-Service GmbH,<br />

Frankfurt<br />

(Shareholder<br />

Representative)<br />

Stiftung “Elektro-Altgeräte-<br />

Register”, Fürth (Member<br />

of First Board)<br />

65


Mr. Christian Jeschonek,<br />

Cologne<br />

(to 08.02.<strong>2005</strong>)<br />

(<strong>Business</strong>man)<br />

Mr. Andreas Seibert,<br />

Korschenbroich<br />

(to 23.06.<strong>2005</strong>)<br />

(Banker)<br />

Mr. Jürgen Tönsmeier,<br />

Porta Westfalica<br />

(to 09.07.<strong>2005</strong>)<br />

(Managing Director of Karl<br />

Tönsmeier Entsorgungs<br />

GmbH & Co. KG,<br />

<strong>Business</strong>man)<br />

Trinkpack AG, Cologne<br />

(Supervisory Board<br />

Member)<br />

Trinkpack AG,<br />

Cologne<br />

(Chairman)<br />

GvoA mbH & Co.KG, Hille<br />

Westsächsische<br />

Entsorgungs- und<br />

Verwertungsgesellschaft<br />

mbH, Leipzig (Supervisory<br />

Board Member)<br />

Entsorgungsgesellschaft<br />

Stollberg mbH, Stollberg<br />

(Supervisory Board<br />

Member)<br />

Gesellschaft für<br />

Abfallentsorgung Lippe<br />

GmbH, Lemgo<br />

The members of the Supervisory Board received a total compensation of EUR 0.11 million (previous<br />

year: EUR 0.13 million) in the period from 1 January to 31 December <strong>2005</strong>.<br />

No loans to members of the Management Board or Supervisory Board existed as of 31 December<br />

<strong>2005</strong>. No loans were redeemed in the year under review.<br />

The share of all Supervisory Board members in the total holdings of INTERSEROH AG amounted to<br />

25.75 percent as of the closing date on 31 December <strong>2005</strong>.<br />

(37) Workforce<br />

The average number of employees is as follows:<br />

<strong>2005</strong> 2004<br />

Salaried employees 647 616<br />

Industrial workers 654 638<br />

1,301 1.254<br />

Part-time workers were converted to full time.<br />

(38) Fee for the auditors<br />

The fee for the auditors in terms of § 319, Par. 1, Clause 1, 2 HGB reported as expense in the<br />

financial year amounted to a total of EUR 0.62 million, of which EUR 0.46 million went on the audit,<br />

EUR 0.09 million on tax consulting services and EUR 0.07 million on other services.<br />

66


(39) Events after the closing date<br />

No events that would be of importance to the assessment of the financial, earnings and liquidity<br />

position and the payment flows of INTERSEROH AG occurred by 20 February 2006 (date of release<br />

of the consolidated financial statements by the Management Board for handover to the Supervisory<br />

Board).<br />

(40) Explanations on change to IFRS<br />

As mentioned in the introduction, these consolidated financial statements are the first “mandatory”<br />

consolidated financial statements to be prepared according to IFRS. To determine the comparative<br />

figures for the previous year, it was necessary to prepare an IFRS opening balance sheet as of 1<br />

January 2004 on the basis of the consolidated financial statements as of 31 December 2003 prepared<br />

according to HGB.<br />

The following table and subsequent explanations describe the main effects of the change to<br />

IFRS for the balance sheet items concerned both in the IFRS opening balance sheet as of 1 January<br />

2004 and in the IFRS consolidated balance sheet for the previous year as of 31 December 2004 and<br />

also for the items concerned in the consolidated income statement for 2004.<br />

01.01.2004 31.12.2004<br />

HGB Transition IFRS HGB Transition IFRS<br />

EUR EUR EUR EUR EUR EUR<br />

Note million million million million million million<br />

Long-term assets<br />

Intangible assets a. c 20.53 0.73 21.26 16.08 5.25 21.33<br />

Goodwill a 18.90 0.00 18.90 14.76 4.61 19.37<br />

Other intangible assets c 1.63 0.73 2.36 1.33 0.63 1.96<br />

Property, plants and equipment b. c. d 50.12 5.63 55.75 46.44 6.27 52.71<br />

Holdings valued at equity 4.65 0.00 4.65 6.43 0.00 6.43<br />

Financial assets 587 0.00 5.87 4.80 0.00 4.80<br />

Other receivables f. i 1.59 -1.39 0.20 2.18 -2.02 0.16<br />

Deferred tax claims i 1.20 9.05 10.25 1.44 7.61 9.05<br />

Short-term assets<br />

Inventories<br />

83.96 14.02 97.98 77.38 17.10 94.48<br />

Trade accounts receivable e 29.00 0.00 29.00 41.07 1.40 42.47<br />

Financial assets 105.19 0.22 105.41 132.20 -0.07 132.13<br />

Other receivables 0.25 0.08 0.33 0.25 0.02 0.27<br />

Current income tax claims f 7.89 -0.35 7.54 8.58 -0.38 8.20<br />

Cash and cash equivalents 0.94 0.00 0.94 2.67 0.00 2.67<br />

26.65 0.00 26.65 31.23 0.00 31.23<br />

Total assets 169.92 -0.05 169.87 216.00 0.97 216.97<br />

67


Equity<br />

Share of equity attributable to<br />

the shareholders of the parent<br />

company<br />

Subscribed capital 25.58 0.00 25.58 25.58 0.00 25.58<br />

Reserves j 52.84 6.99 59.83 73.13 7.84 80.97<br />

78.42 6.99 85.41 98.71 7.84 106.55<br />

Minority interests 0.28 0.00 0.28 0.58 -0.04 0.54<br />

78.70 6.99 85.69 99.29 7.80 107.09<br />

Debts<br />

Long-term debts<br />

Provisions for pensions and<br />

similar obligations F 17.14 3.02 20.16 16.47 3.73 20.20<br />

Other long-term provisions d 1.57 1.71 3.28 4.41 1.05 5.46<br />

Deferred tax liabilities i 0.00 1.36 1.36 0.00 3.66 3.66<br />

Financial liabilities c 23.06 4.32 27.38 28.84 3.89 32.73<br />

Other liabilities 1.93 -0.04 1.89 1.97 0.64 2.61<br />

43.70 10.37 54.07 51.69 12.97 64.66<br />

Short-term debts<br />

Provisions d, f-i 55.63 -52.6 3.02 57.13 -53.42 3.71<br />

Current income tax liabilities 1.12 0.00 1.12 6.70 0.00 6.70<br />

Financial liabilities c 20.98 1.29 22.27 13.88 1.55 15.43<br />

Trade accounts payable 42.58 31.73 74.31 56.49 34.51 91.00<br />

Other liabilities 11.17 16.20 27.37 8.20 14.66 22.86<br />

131.48 -3.39 128.09 142.40 -2.70 139.70<br />

175.18 6.98 182.16 194.09 10.27 204.36<br />

Total liabilities 253.88 13.97 267.85 293.38 18.07 311.45<br />

a) According to IFRS 3, scheduled depreciation should not be effected on goodwill from company<br />

mergers after 31 March 2004. Pursuant to IFRS 1 – IFRS 3 notwithstanding – the INTERSEROH<br />

consolidated financial statements additionally do not update scheduled depreciations on goodwill from<br />

earlier company mergers from 1 January 2004 on. Instead of the scheduled depreciations, impairment<br />

tests are carried out at least once a year.<br />

The elimination of the depreciations effected in 2004 according to HGB resulted in an increase<br />

in the item of goodwill and a reduction in depreciations as of 31 December 2004 of EUR 4.61 million<br />

each. Depreciations due to impairment tests did not have to be included. There were no changes to 1<br />

January 2004.<br />

b) The extraordinary depreciation effected on a business premises in the HGB financial statements for<br />

2004 was eliminated in the IFRS financial statements for 2004 because the review of value in the<br />

impairment test did not refer to the individual asset, but to the cash generating unit. According to the<br />

underlying concept for this apportionment in the INTERSEROH Group, the value of the cash<br />

generating unit in this case was retained and therefore no extraordinary depreciation had to be<br />

effected on the property.<br />

The fixed assets rose as a result by EUR 0.75 million as of 31 December 2004, while the<br />

depreciations for 2004 dropped by the same amount. There was no change to 1 January 2004.<br />

c) To assess leasing contracts, the tax leasing abatements are usually used in HGB consolidated<br />

financial statements. The classification of leasing objects is regulated for IFRS by IAS 17. In financeleasing<br />

contracts the lessor must report the leasing objects and leasing liabilities discounted over the<br />

period of the contract in his balance sheet.<br />

Accordingly, financial expenses in the form of depreciations and interest expenses must be<br />

included in the income statement according to IFRS. The rent and lease payments shown in the HGB<br />

financial statements under other operating expenses must be eliminated in the IFRS financial<br />

statements in turn.<br />

For the other intangible assets there were book value increases of EUR 0.73 million per 1<br />

January 2004 and of EUR 0.64 million per 31 December 2004. Depreciations of EUR 0.09 million and<br />

interest expenses of EUR 0.03 million were additionally included in the financial expenses.<br />

68


The book values of property, plants and equipment rose by EUR 4.97 million per 1 January<br />

2004 and by EUR 4.92 million per 31 December 2004. Additional depreciations and interest expenses<br />

of EUR 1.15 million and EUR 0.29 million respectively were included in the financial expenses.<br />

By entering the discounted leasing liabilities as liabilities, the financial liabilities on 1 January<br />

2004 rose by EUR 5.61 million and on 31 December 2004 by EUR 5.43 million. Rent and lease<br />

payments amounting to EUR 1.57 million were eliminated from the other operating expenses.<br />

d) According to both HGB and IFRS, provisions must be formed for obligations to return rented or<br />

leased property to its original condition if the obligation for a provision is adequately concretised.<br />

Regarding the size of the provision, IFRS prescribes in contrast to HGB an allocation of the full<br />

restoration costs taking the foreseeable point in time of restoration into consideration already when the<br />

obligation is created. According to HGB, the transfer to the provision is effected pro rata over the<br />

period of use of the asset.<br />

The formation of such provisions – and if applicable also changes to them – is not – in contrast<br />

to HGB accounting – entered with effect on net income directly on creation of the obligation, but<br />

allocated to the assets concerned and written off like these by scheduled depreciation or as the result<br />

of an impairment test. The provisions are discounted according to the term of the underlying contracts<br />

and allocated proportionately every year up to the expected total obligation.<br />

This resulted in additional provisions and short-term liabilities amounting to EUR 0.66 million<br />

per 1 January 2004 and EUR 0.42 million per 31 December 2004. The property, plants and equipment<br />

rose accordingly by EUR 0.66 million per 1 January 2004 and EUR 0.61 million per 31 December<br />

2004. Depreciations of EUR 0.18 million and interest expenses of EUR 0.04 million were additionally<br />

included in the financial expenses. Transfers of EUR 0.40 million to the HGB provisions were<br />

eliminated in the other operating expenses.<br />

e) According to HGB, the inventories were subjected to a lowest-value test also regarding lower<br />

replacement costs. According to IFRS, valuation is effected exclusively on the basis of sales-market<br />

orientated loss-free valuation.<br />

The resultant effect increased the value of the inventories as of 31 December 2004 by EUR<br />

1.40 million and reduced the cost of materials by the same amount. In addition to this, the inventory<br />

changes in the income statement for 2004 were adjusted neutrally against the cost of materials (at<br />

EUR 6.42 million). There were no effects as of 1 January 2004.<br />

f) Provisions must be formed for pension commitments according to both German accounting rules<br />

and IFRS. In the HGB financial statements the pension commitments are calculated at the amount of<br />

the present actuarial value according to § 6a Income Tax Act. Deviations between the value rates<br />

according to IFRS and HGB / Income Tax Act result especially from the different treatment of actuarial<br />

profits and losses. In addition to this, the calculation of provisions for pensions according to IFRS is<br />

effected in contrast to HGB on the basis of company-specific parameters and interest rates. According<br />

to IFRS, calculation of the provisions for pensions by the German present actuarial value method is<br />

not permitted. The provisions for pensions must be calculated by the projected unit credit method<br />

taking future salary and pension increases into consideration.<br />

The different calculation of provisions for pensions resulted in reductions in the other<br />

receivables of EUR 0.87 million per 1 January 2004 and EUR 0.99 million per 31 December 2004<br />

since the reinsurance shown there in the HGB consolidated financial statements is shown in the IFRS<br />

consolidated financial statements as plan assets balanced against the liabilities from pension<br />

commitments. Nevertheless the “net provisions for pensions” according to IFRS are higher than<br />

according to HGB by EUR 3.51 million per 1 January 2004 and EUR 3.69 million per 31 December<br />

2004.<br />

The personnel expenses for 2004 according to IFRS are lower by EUR 0.85 million. On the<br />

other hand, an additional EUR 1.03 million had to be included as interest expenses. The transfers to<br />

reinsurance in the HGB consolidated financial statements of EUR 0.12 million were eliminated from<br />

the other operating income in the IFRS consolidated financial statements.<br />

g) Within the other provisions, the provisions for restructuring and other provisions for accrued<br />

expenses led in addition to the obligation to return property to its original condition to an increase in<br />

equity according to IFRS because the application of provisions for restructuring according to IFRS is<br />

69


linked in contrast to HGB to very strict requirements and provisions for restructuring formed according<br />

to HGB may not be applied under IFRS.<br />

Overall the provisions dropped by EUR 4.11 million per 1 January 2004 and by EUR 2.98<br />

million per 31 December 2004. In the income statement for 2004 other operating expenses of EUR<br />

1.13 million and an increase in the (deferred) income tax expenditure by EUR 0.2 million resulted from<br />

the adjustment of the corresponding provisions.<br />

h) Further, some obligations that are to be shown as provisions according to HGB, e.g. provisions for<br />

outstanding incoming invoices or vacation remuneration, must be shown as short-term liabilities<br />

according to IFRS.<br />

The corresponding neutral reorganisations led to a reduction in the long and short-term other<br />

provisions by a total of EUR 49.87 million per 31 December 2004 (EUR 47.94 million per 1 January<br />

2004) and an increase in trade accounts payable by EUR 34.51 million per 31 December 2004 (EUR<br />

31.73 million per 1 January 2004) as well as the long and short-term other liabilities by a total of EUR<br />

15.36 million per 31 December 2004 (EUR 16.21 million per 1 January 2004).<br />

i) Deviations not resulting from the change to IFRS<br />

Due to information acquired after preparation of the HGB consolidated balance sheet, the value rate<br />

for a long-term receivable of EUR 0.94 million was already increased in the IFRS opening balance<br />

sheet per 1 January 2004 by EUR 0.84 million to EUR 1.78 million and discounted to EUR 1.48 million<br />

per 31 December 2004.<br />

In addition to this – also as of 1 January 2004 – an individual value adjustment was formed in<br />

full amount. In the IFRS consolidated financial statements for 2004 the increase in the receivable<br />

(EUR 0.84 million from the other operating income) and the discounting (EUR 0.30 million from the<br />

interest expense) were consequently eliminated. Instead a mark-up to the receivable of EUR 0.08<br />

million to EUR 1.48 million was entered (against interest earnings), which has also been value-<br />

adjusted in full (other operating expenses).<br />

In the IFRS consolidated income statement it was also necessary to move receiving and<br />

freight costs from the other operating expenses to cost of materials (total EUR 4.79 million). This did<br />

not result in any effects on the balance sheet or the net income.<br />

j) The above-mentioned changes increased the deferred tax claims to be shown – based on a tax rate<br />

of 39.90 percent – as follows:<br />

Note 31.12.2004 01.01.2004<br />

EUR million EUR million<br />

Goodwill a -0.77 0.00<br />

Property, plants and equipment b -0.30 0.00<br />

Finance-leasing c 0.08 0.10<br />

Inventories d -0.55 0.00<br />

Provisions for pensions e 1.86 1.74<br />

Obligations to return property to original condition f -0.07 0.00<br />

Other provisions g -0.13 -0.44<br />

HGB options follows 1.82 3.72<br />

Loss carry-forwards for tax purposes follows 3.47 3.78<br />

5.40 8.89<br />

The balance sheet as of 1 January 2004 shows deferred tax claims of EUR 10.25 million and<br />

deferred tax liabilities of EUR 1.36 million. As of 31 December 2004 the deferred tax claims amounted<br />

to EUR 9.06 million and the deferred tax liabilities to EUR 3.66 million.<br />

The effect on the income statement for 2004 was an increase in income tax expenditure by<br />

EUR 3.49 million.<br />

Whereas an accounting option exists for active deferred taxes according to HGB, deferred<br />

taxes are generally to be formed according to IFRS for all temporary (and quasi-permanent)<br />

differences between the value rates of the tax balance sheet and the consolidated balance sheet.<br />

The deferred taxes are calculated using a standardised group tax rate of 39.90 percent or<br />

26.38 percent if the difference for municipal trade tax does not have to be considered.<br />

70


In addition to this – and in contrast to HGB – deferred tax claims on expected future tax<br />

reductions from the crediting of loss carry-forwards for tax purposes are capitalised according to IFRS<br />

if it is adequately probable that the loss carry-forwards can be used in the future.<br />

k) The effect of the above-mentioned conversions on the retained earnings are shown in the following<br />

table:<br />

Note 01.01.2004 31.12.2004<br />

EUR million EUR million<br />

Goodwill a 0.00 4.61<br />

Property, plants and equipment b 0.00 0.75<br />

Finance-leasing c 0.09 0.12<br />

Inventories e 0.00 1.40<br />

Provisions for pensions f -4.32 -4.68<br />

Obligations to return property to original condition d 0.00 0.19<br />

Other provisions g 4.11 2.98<br />

Deferred taxes j 7.70 3.95<br />

Other i -0.58 -1.48<br />

6.99 7.84<br />

These effects are to be allocated to:<br />

Shareholders of the parent company 6.99 7.88<br />

Minority interests 0.00 -0.04<br />

6.99 7.84<br />

l) The conversion of the income statement for 2004 to IFRS is shown in the following table:<br />

Note HGB Transition IFRS<br />

EUR million EUR million EUR million<br />

Turnover 1,040.15 0.00 1,040.15<br />

Increase in inventories of finished goods and<br />

work in progress e 12.86 7.82 20.68<br />

Other operating income f, i 13.75 -1.30 12.45<br />

Cost of materials e, i -865.11 -11.21 -876.32<br />

Personnel expenses f -65.51 0.85 -64.66<br />

Depreciations a, b, c, d -15.73 3.94 -11.79<br />

Other operating expenses c, d, g, i -79.17 5.43 -73.74<br />

Other taxes -1.51 0.00 -1.51<br />

Financial earnings i 3.49 0.07 3.56<br />

Financial expenses c, d, f -4.54 -1.06 -5.60<br />

Earnings before taxes 40.19 4.54 44.73<br />

Taxes on income and earnings g, j -11.39 -3.74 -15.13<br />

Consolidated net income 28.80 0.80 29.60<br />

Profit/Loss for other shareholders -0.25 0.04 -0.21<br />

Consolidated unappropriated net income 28.55 0.84 29.39<br />

Earnings per share 2.90 0.09 2.99<br />

71


Separate Notes and Information According to § 315 a of the German Commercial Code<br />

(41) Corporate governance according to § 161 of the Corporation Act<br />

The Management Board and Supervisory Board of INTERSEROH AG issued their annual declaration<br />

on the recommendations of the “Government Commission German Corporate Governance Code” in<br />

December <strong>2005</strong> and posted it on the company’s website (www.interseroh.de, Category Investor<br />

Relations, Corporate Governance).<br />

(42) Information according to the Securities Trading Act<br />

Notices in accordance with the Securities Trading Act were published in the Bundesanzeiger (Federal<br />

Gazette) as follows:<br />

1. Sal. Oppenheim jr. & Cie. Kommanditgesellschaft auf Aktien, Unter Sachsenhausen 4, 50667<br />

Cologne, gave notice to INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />

(INTERSEROH AG) on 4 January <strong>2005</strong> in accordance with § 21 of the Securities Trading Act that its<br />

share of the voting rights in INTERSEROH AG had dropped below the 10 percent threshold and the<br />

five percent threshold on 29 December 2004. Sal. Oppenheim jr. & Cie. Kommanditgesellschaft auf<br />

Aktien further gave notice that its share of the voting rights in INTERSEROH AG was now null percent.<br />

2. RETHMANN AG & Co.(Selm, Germany) notified us in accordance with §§ 21, Par. 1, 22, Par. 1,<br />

Clause 1, No. 1 of the Securities Trading Act as follows:<br />

“We hereby give notice pursuant to §§ 21, Par. 1, 22, Par. 1, Clause 1, No. 2 of the Securities<br />

Trading Act that the share of the voting rights of our subsidiary company RETHMANN<br />

Unternehmensbeteiligungs GmbH, Werner Straße 95, 59379 Selm, in INTERSEROH AG zur<br />

Verwertung von Sekundärrohstoffen, Cologne, remains above the 10 percent threshold on 23.02.<strong>2005</strong><br />

and that the share of the voting rights of our subsidiary company RETHMANN<br />

Unternehmensbeteiligungs GmbH on 23.02.<strong>2005</strong> remains at 14.9942 percent.<br />

These voting rights are now attributable to us in full according to § 22, Par. 1, Clause 1, No. 2<br />

of the Securities Trading Act.”<br />

“We hereby give notice pursuant to § 21, Par. 1, Clause 1 of the Securities Trading Act that<br />

the share of the voting rights of our subsidiary company RETHMANN Unternehmensbeteiligungs<br />

GmbH, Werner Straße 95, 59379 Selm, in INTERSEROH AG zur Verwertung von<br />

Sekundärrohstoffen, Cologne, dropped below the thresholds of 10 percent and five percent of the<br />

voting rights on 15 March <strong>2005</strong>. Its share of the voting rights has been null since 15.03.<strong>2005</strong>.<br />

The share of the voting rights attributable to our company according to § 22, Par. 1, Clause 1,<br />

No. 1 of the Securities Trading Act also dropped below the threshold of 10 percent and five percent of<br />

the voting rights on 15.03.<strong>2005</strong> and has been null since 15.03.<strong>2005</strong>.”<br />

3. ALBA AG (Velten, Germany) issued us the following notice pursuant to § 21 of the Securities<br />

Trading Act:<br />

“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that the share of<br />

the voting rights of ALBA AG in INTERSEROH AG continues to exceed the thresholds of five percent,<br />

10 percent and 25 percent on 16.03.<strong>2005</strong>.<br />

ALBA AG is the acquiring legal entity of the merger with ALBA Beteiligungs GmbH effective<br />

since 16.03.<strong>2005</strong> and now directly holds a share of the voting rights in INTERSEROH AG of 25.75<br />

percent.”<br />

“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that the share of<br />

the voting rights of ALBA Beteiligungs GmbH, Germany, Velten near Berlin, in INTERSEROH AG<br />

dropped below the thresholds of 25 percent, 10 percent and five percent on 16.03.<strong>2005</strong>.<br />

ALBA Beteiligungs GmbH was merged into ALBA AG with effect from 16.03.<strong>2005</strong> and now<br />

holds no voting right shares in INTERSEROH AG.”<br />

“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that our share<br />

of the voting rights in INTERSEROH AG zur Verwertung von Sekundärrohstoffen dropped below the<br />

thresholds of 25 percent, 10 percent and five percent on 8 December <strong>2005</strong> and now amounts to null<br />

percent.”<br />

72


4. Praetorium 61. VV GmbH, Berlin, issued us the following notice pursuant to § 21 of the Securities<br />

Trading Act:<br />

“We, Praetorium 61. VV GmbH, whose renaming to Isabell Finance Vermögensverwaltung<br />

GmbH has been decided but not yet entered in the Commercial Register, hereby give notice pursuant<br />

to § 21, Par. 1 of the Securities Trading Act that our share of the voting rights in INTERSEROH<br />

Aktiengesellschaft zur Verwertung von Sekundärrohstoffen exceeded the thresholds of five percent,<br />

10 percent and 25 percent on 7 December <strong>2005</strong> and now amounts to 25.75 percent (voting rights from<br />

2,534,229 ordinary shares).”<br />

5. Inter-Sero Capitalpartners GmbH & Co. Verwaltungs KG, Berlin, issued us the following notice<br />

pursuant to § 21 of the Securities Trading Act:<br />

“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that our share of<br />

the voting rights in INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />

exceeded the thresholds of five percent, 10 percent and 25 percent on 8 December <strong>2005</strong> and now<br />

amounts to 25.75 percent (voting rights from 2,534,229 ordinary shares). All these voting rights are<br />

attributable to us pursuant to § 22, Par. 1, No. 1 of the Securities Trading Act.”<br />

6. Inter-Sero Capitalpartners GmbH, Berlin, issued us the following notice pursuant to § 21 of the<br />

Securities Trading Act:<br />

“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that our share of<br />

the voting rights in INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />

exceeded the thresholds of five percent, 10 percent and 25 percent on 8 December <strong>2005</strong> and now<br />

amounts to 25.75 percent (voting rights from 2,534,229 ordinary shares). All these voting rights are<br />

attributable to us pursuant to § 22, Par. 1, No. 1 of the Securities Trading Act.”<br />

7. Ko-Fi Koala Finance Vermögensverwaltungs GmbH, Berlin, issued us the following notice pursuant<br />

to § 21 of the Securities Trading Act:<br />

“We hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that our share of<br />

the voting rights in INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />

exceeded the thresholds of five percent, 10 percent and 25 percent on 8 December <strong>2005</strong> and now<br />

amounts to 25.75 percent (voting rights from 2,534,229 ordinary shares). All these voting rights are<br />

attributable to us pursuant to § 22, Par. 1, No. 1 of the Securities Trading Act.”<br />

8. Dr. Axel Schweitzer, Berlin, issued us the following notice pursuant to § 21 of the Securities Trading<br />

Act:<br />

“I hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that my share of the<br />

voting rights in INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen exceeded<br />

the thresholds of five percent, 10 percent and 25 percent on 8 December <strong>2005</strong> and now amounts to<br />

25.75 percent (voting rights from 2,534,229 ordinary shares). All these voting rights are attributable to<br />

me pursuant to § 22, Par. 1, No. 1 of the Securities Trading Act.”<br />

9. Dr. Eric Schweitzer, Berlin, issued us the following notice pursuant to § 21 of the Securities Trading<br />

Act:<br />

“I hereby give notice pursuant to § 21, Par. 1 of the Securities Trading Act that my share of the<br />

voting rights in INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen exceeded<br />

the thresholds of five percent, 10 percent and 25 percent on 8 December <strong>2005</strong> and now amounts to<br />

25.75 percent (voting rights from 2,534,229 ordinary shares). All these voting rights are attributable to<br />

me pursuant to § 22, Par. 1, No. 1 of the Securities Trading Act.”<br />

10. Dr. Jörg Bonke, Münster, informed us pursuant to § 21, Par. 1, Clause 1 of the Securities Trading<br />

Act that he:<br />

“exceeded the thresholds of five percent and 10 percent of the voting rights in INTERSEROH<br />

AG zur Verwertung von Sekundärrohstoffen, Cologne, on 23.02.<strong>2005</strong>. My share of the voting rights<br />

amounts to 14.9942 percent.”<br />

Dr. Jörg Bonke, Münster, then informed us pursuant to § 21, Par. 1, Clause 1 Securities<br />

Trading Act that he<br />

“dropped below the thresholds of 10 percent and five percent of the voting rights in<br />

INTERSEROH AG zur Verwertung von Sekundärrohstoffen, Cologne, on 15 March <strong>2005</strong>. My share of<br />

the voting rights now amounts to null percent.”<br />

73


(42) Exemption option rights according to §§ 264, Par. 3 and 264b of the Commercial Code<br />

ISD INTERSEROH Dienstleistungs GmbH, Cologne, which is fully consolidated in the INTERSEROH<br />

Group, has exercised its option for exemption from the duty to disclose annual financial statements<br />

and a management report in accordance with the provisions applicable to corporations pursuant to §<br />

264, Par. 3 of the Commercial Code. The shareholder resolution necessary to this end has been<br />

submitted to the Commercial Register in Cologne.<br />

The following fully consolidated partnership has exercised its option for exemption from the<br />

duty to disclose annual financial statements and a management report in accordance with the<br />

provisions applicable to corporations pursuant to § 264b of the Commercial Code:<br />

• INTERSEROH Stahl- und Metallrecycling GmbH & Co. KG, Cologne<br />

Cologne, 20 February 2006<br />

INTERSEROH Aktiengesellschaft zur Verwertung von Sekundärrohstoffen<br />

The Management Board<br />

Dr. Werner Kook Johannes-Jürgen Albus<br />

Christian Rubach Roland Stroese<br />

74


Annex 1<br />

Statement of Equity Changes<br />

in the Period from 1 January 2004 to 31 December <strong>2005</strong><br />

Note<br />

Subscribed<br />

capital<br />

EUR<br />

million<br />

Parent company<br />

Surplus<br />

capital<br />

EUR<br />

million<br />

Consolidate<br />

d equity<br />

EUR<br />

million<br />

Accumulated other<br />

consolidated result<br />

Adjustment<br />

items from Other<br />

foreign neutral<br />

currency transaction<br />

conversion<br />

s<br />

EUR<br />

million<br />

EUR<br />

million<br />

As of 01.01.2004 25.58 38.61 77.34 0.00 -56.12<br />

Dividends paid (21) -8.46<br />

Changes to group of<br />

consolidated companies<br />

Other changes 0.27<br />

Consolidated net<br />

income 29.39<br />

Amounts directly<br />

incorporated in equity (21) -0.06 0.00<br />

Overall group result - - - - - - - - - - - - - - -<br />

As of 31.12.2004 25.58 38.61 98.27 -0.06 -55.85<br />

As of 01.01.<strong>2005</strong> 25.58 38.61 98.27 -0.06 -55.85<br />

Dividends paid (21) -8.46<br />

Changes to group of<br />

consolidated companies -0.02<br />

Other changes<br />

Consolidated net<br />

income 18.45<br />

Amounts directly<br />

incorporated in equity (21) 0.18 -0.03<br />

Overall group result - - - - - - - - - - - - - - -<br />

As of 31.12.<strong>2005</strong> 25.58 38.61 108.26 0.12 -55.90<br />

75


As of 01.01.2004<br />

Dividends paid<br />

Changes to group of<br />

consolidated companies<br />

Other changes<br />

Consolidated net<br />

income<br />

Amounts directly<br />

incorporated in equity<br />

Overall group result<br />

As of 31.12.2004<br />

As of 01.01.<strong>2005</strong><br />

Dividends paid<br />

Changes to group of<br />

consolidated companies<br />

Other changes<br />

Consolidated net<br />

income<br />

Amounts directly<br />

incorporated in equity<br />

Overall group result<br />

As of 31.12.<strong>2005</strong><br />

Parent company<br />

Minority interests Consolidated equity<br />

Equity Minority capital<br />

EUR million EUR million EUR million<br />

85.41 0.28 85.69<br />

-8.46 -0.04 -8.50<br />

0.00 0.07 0.07<br />

0.27 0.00 0.27<br />

29.39 0.21 29.60<br />

-0.06 0.02 -0.04<br />

29.33 0.23 29.56<br />

106.55 0.54 107.09<br />

106.55 0.54 107.09<br />

-8.46 -0.29 -8.75<br />

-0.02 0.26 0.24<br />

0.00 0.75 0.75<br />

18.45 0.52 18.97<br />

0.15 0.00 0.15<br />

18.60 0.52 19.12<br />

116.67 1.78 118.45<br />

76


Annex 2<br />

Consolidated Cash Flow Statement<br />

<strong>2005</strong> 2004<br />

EUR million EUR million<br />

Consolidated net income/loss 18.97 29.60<br />

+ Income tax expenditure 10.88 15.14<br />

+/- Interest result 2.88 4.33<br />

+/- Depreciations/Appreciations on long-term assets 12.53 10.10<br />

+/- Increase/Decrease in long-term provisions -2.12 2.23<br />

+/- Other income/expenses without effect on payments 0.00 0.29<br />

+/- Changes to net operating assets 7.41 -25.81<br />

Cash flow from current business 50.55 35.88<br />

+ Payments from interest 0.93 0.82<br />

- Disbursements for interest -2.48 -5.24<br />

+ Payments from dividends 0.83 0.26<br />

- Disbursements for income taxes -14.00 -9.94<br />

Net cash flow from current business activity 35.83 21.78<br />

+ Payments received from the disposal of long-term assets 6.21 8.04<br />

- Disbursements for investments in consolidated companies<br />

and other business units -4.71 -0.49<br />

- Disbursements for investments in long-term assets (excl. finance-leasing) -22.48 -13.65<br />

Cash flow from investment activity -20.98 -6.10<br />

- Disbursements to shareholders -8.46 -8.46<br />

- Disbursements to minority interests -0.29 -0.05<br />

+ Payments from minority interests 0.75 0.00<br />

+ Borrowings 6.02 18.03<br />

- Disbursements for the redemption of financial liabilities -14.62 -20.62<br />

Cash flow from financing activity -16.60 -11.10<br />

Increase/Decrease in cash and cash equivalents with effect on payments -1.75 4.58<br />

+ Cash and cash equivalents at start of period 31.23 26.65<br />

Cash and cash equivalents at end of period 29.48 31.23<br />

See note (28) for notes on the cash flow statement.<br />

77


LIST OF MAJOR SHAREHOLDINGS<br />

INTERSEROH AG held the following major direct or indirect holdings as of the closing date:<br />

a) Fully consolidated companies<br />

Registered office<br />

(Group)<br />

share %<br />

ISD INTERSEROH Dienstleistungs GmbH Cologne 100<br />

EVA Erfassen und Verwerten von Altstoffen GmbH Vienna/Austria 100<br />

INTERSEROH Holzhandel GmbH Cologne 100<br />

INTERSEROH Holzkontor Worms GmbH Worms 100<br />

INTERSEROH Holzkontor Berlin GmbH Berlin 51<br />

INTERSEROH Holzkontor NRW GmbH Cologne 51<br />

INTERSEROH Holzkontor OWL GmbH Porta Westfalica 51<br />

INTERSEROH Holzkontor Bückeberg GmbH<br />

& Co. KG Bückeburg 75<br />

Repasack Gesellschaft zur Verwertung gebrauchter<br />

Papiersäcke mbH Wiesbaden 100<br />

ISR INTERSEROH Rohstoffe GmbH Cologne 100<br />

INTERSEROH France S.A.S. Pantin/France 100<br />

INTERSEROH Hansa Recycling GmbH Dortmund 100<br />

INTERSEROH ERC Eisenmetall Rohstoff Celler GmbH Dortmund 100<br />

INTERSEROH Evert Heeren GmbH Leer 100<br />

Groninger VOP Recycling B.V. Groningen/Netherlands 100<br />

INTERSEROH Franken Rohstoff GmbH Sennfeld 100<br />

INTERSEROH Hansa Rohstoffe GmbH Essen 100<br />

INTERSEROH Hetzel GmbH Heidelberg 100<br />

INTERSEROH Jade-Stahl GmbH Wilhelmshaven 100<br />

INTERSEROH BW Rohstoff und Recycling GmbH Stuttgart 90<br />

INTERSEROH Neckarschrott GmbH Horb 51<br />

INTERSEROH SEROG GmbH(formerly IS dritte Vermögensver.<br />

GmbH) Bous 100<br />

RHS Rohstoffhandel GmbH Stuttgart 90<br />

INTERSEROH Stahl- und Metallrecycling GmbH & Co. KG Cologne 100<br />

INTERSEROH-Metallaufbereitung Rostock GmbH Rostock 100<br />

INTERSEROH Nordmetall GmbH Lübeck 100<br />

INTERSEROH RSH Recycling-Stahl-Handel GmbH Cologne 100<br />

b) Included as associated companies (at equity)<br />

Registered office<br />

(Group)<br />

share %<br />

Eisen- und Stein-Gesellschaft mbH & Co. Siegen 50<br />

HR Hüttenwerkentsorgung GmbH Mülheim a.d. Ruhr 50<br />

Mineralmahlwerk Westerwald Horn GmbH& Co. KG Weitefeld 50<br />

TOM Sp. z. o.o Szczecin/Poland 50<br />

Jade-Entsorgung GmbH Rostock 24.9<br />

c) Companies not included in the consolidated financial statements<br />

INTERSEROH BELGIQUE S.A. Raeren/Belgium 100<br />

PADEC S.A. Deerlijk/Belgium 100<br />

INTERSEROH zbiranje in predelava odpadnih surovin d.o.o. Begunje/Slovenia 100<br />

INTERSEROH Kunststoffaufbereitungs GmbH Aschersleben 74.4<br />

ISP INTERSEROH Pfand-System GmbH Cologne 100<br />

Loongin GmbH Cologne 50<br />

Shanghai Huabao-Loogin Resources Recycling Co., Ltd. Shanghai/China 35<br />

78


Published by:<br />

INTERSEROH Aktiengesellschaft<br />

for the Exploitation of Raw Materials (Cologne)<br />

Contact<br />

INTERSEROH AG<br />

Stollwerckstrasse 9a<br />

D-51149 Cologne<br />

Public Relations Department<br />

Tel.: +49 (0)2203 9147-1250<br />

Fax: +49 (0)2203 9147-1406<br />

E-mail: info@interseroh.de<br />

Investor Relations<br />

Tel.: +49 (0)2203 9147-1241<br />

Fax: +49 (0)2203 9147-1406<br />

E-mail: aktie@interseroh.de<br />

www.interseroh.de<br />

Imprint<br />

79

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