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Roadshow Presentation - October 2009 1 ROADSHOW PRESENTATION OCTOBER 2009

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Page 1: 2009-10-09 Roadshow Presentation FINAL für pdf Druck2 Roadshow Presentation - October 2009 ... final results and a financial situation which deviate from those given in the estimates

Roadshow Presentation - October 20091

ROADSHOW PRESENTATIONOCTOBER 2009

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DISCLAIMER

This presentation has been prepared and issued by Franz Haniel & Cie. GmbH and is intended for professional customers and institutional investors. Any information in this presentation is based on data obtained from sources considered to be reliable, but no representation or warranties, expressed or implied, are made by Franz Haniel & Cie. GmbH with regard to the accuracy or the completeness of the information contained in this presentation and any liability therefore (including on respect of direct, indirect or consequential damages) is expressly disclaimed.

Further, the information given in this presentation contains predictions which are based on current assumptions and forecasts. Such predictions are subject to known as well as unknown risks, uncertainties and influences which may lead to a business development, final results and a financial situation which deviate from those given in the estimates. Franz Haniel & Cie. GmbH does not assume any obligation whatsoever to update any forward-looking statements.

This presentation is for information purposes, it is not intended to be and should not be construed as an offer or solicitation to acquire, or dispose of any of the securities or issues mentioned in this presentation.

Copies of this presentation are available upon request or can be downloaded from our homepage.

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INTRODUCTION

CORPORATE DIVISIONS | MAJOR INVESTMENT

MANAGEMENT HOLDING

HANIEL GROUP CONSOLIDATED

KEY INVESTMENT CONSIDERATIONS

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Roadshow Presentation - October 200944

OVERVIEW

- Founded 1756

- More than 600 family shareholders

- Four Corporate Divisions

- Two listed Divisions: Celesio and TAKKT

- 750 majority-owned companies

- 34.24% of voting rights in METRO AG

- Presence in more than 30 countries

- Employees (headcount): ~ 50,000

- Key figures 2008:

Turnover EUR 26,372 million

Profit before taxes EUR 384 million

Operating cash flow EUR 1,007 million

INTRODUCTION

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VALUES OF FAMILY OWNERSHIP

Haniel Family ownership is distinguished by:

- Long-term commitment since 1756

- Long-term value-oriented view on investments

- Future stability of ownership ensured by restriction on Franz Haniel & Cie. GmbH`s share disposals to direct descendants only (anchored in articles of association)

- Responsible dividend policy

Franz Haniel(1779 – 1868)

INTRODUCTION

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Roadshow Presentation - October 20096

Entry intoconstruction and materials trade

1950s

1960s

1970sExit from

coal, iron, steel

1980s

1998

1998

AcquisitionCWS, ELG,

TAKKTFoundationMetro & entry pharma trade

1756

Foundation of Haniel

2007

Metrostake increase

XellaDisposal

2008

A TRADITION OF SUCCESSFUL CHANGE MANAGEMENT

Acquisitionboco

Exit freight & shipping

BelforDisposal

2006

Investments

Divestments

INTRODUCTION

AcquisitionGEHE (now

Celesio)

Coal & Steel Industry Building Materials, Logistics & Trade

Focus on Trading & Services

1973

Zeche ZollvereinGutehoffnungshütte

Steam Shipping

1800s

2001/02

Acquisition Ytong & Fels

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HANIEL DIMENSIONSINTRODUCTION

Haniel Finance Deutschland GmbH, Haniel Finance B.V.

Haniel Beteiligungs-finanzierungsges. mbH & Co. KG,

Haniel Verwaltungs GmbH, …

FHC

Haniel Investment Portfolio

Service Companies & Others

Financing Subsidiaries

Parent Company

Han

iel G

rou

p

(fu

lly c

on

soli

date

d)

Man

ag

em

en

t H

old

ing

Major Investment

CorporateDivisions

FHC: Franz Haniel & Cie. GmbH

At

Eq

uit

y

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INTRODUCTION

CORPORATE DIVISIONS | MAJOR INVESTMENT

1. CELESIO

2. CWS-BOCO

3. ELG

4. TAKKT

5. METRO GROUP: MAJOR INVESTMENT

MANAGEMENT HOLDING

HANIEL GROUP CONSOLIDATED

KEY INVESTMENT CONSIDERATIONS

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HANIEL DIMENSIONSCORPORATE DIVISIONS | MAJOR INVESTMENT

Haniel Finance Deutschland GmbH, Haniel Finance B.V.

Haniel Beteiligungs-finanzierungsges. mbH & Co. KG,

Haniel Verwaltungs GmbH, …

FHC

Haniel Investment Portfolio

Service Companies & Others

Financing Subsidiaries

Parent Company

Han

iel G

rou

p

(fu

lly c

on

soli

date

d)

Man

ag

em

en

t H

old

ing

Major Investment

CorporateDivisions

FHC: Franz Haniel & Cie. GmbH

At

Eq

uit

y

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INVESTMENT PORTFOLIO AT A GLANCE

(as of 30 June 2009)

Diversified investment portfolio regarding trade activities, geographic coverage and business cyclicality

Holding Company: Franz Haniel & Cie. GmbH

Celesio CWS-boco ELG TAKKT METRO Group- Patient and Consumer

Solutions- Pharmacy Solutions- Manufacturer Solutions

- Textile services- Washroom hygiene- Dust control mats

- Recycling and trading inraw materials for thestainless steel industry

- B2B mail order specialistfor business equipment

- Self-service wholesale- Hypermarkets- Consumer electronics- Department stores

Invested since: 1962Business Segment: Retail & WholesaleCountries: 28Employees: 38,257Cycle: non-cyclical

Invested since: 1981 Business Segment: B2B Service ProviderCountries: 18Employees: 7,922Cycle: cyclical (late)

Invested since: 1983Business Segment: TradingCountries: 17Employees: 992Cycle: highly cyclical (early)

Invested since: 1985Business Segment: B2BCountries: 27Employees: 2,086 Cycle: cyclical

Invested since: 1966Business Segment: Retail & WholesaleCountries: 32Employees: 250,270 Cycle: non-cyclical

55.81% 100% 100% 70.44% 34.24%1

CORPORATE DIVISIONS | MAJOR INVESTMENT

1 of voting rights

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PHARMACEUTICAL DISTRIBUTIONCORPORATE DIVISIONS | MAJOR INVESTMENT: 1. CELESIO

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A LEADING INTERNATIONAL TRADING COMPANY AND SERVICE PROVIDER IN THE PHARMACEUTICAL MARKET

CORPORATE DIVISIONS | MAJOR INVESTMENT: 1. CELESIO

- Movianto- pharmexx- Homecare

- Wholesale - Pharmacy Equipment

- Retail - Mail-order pharmacies - Franchise systems

Market Presence Services Characteristics

Patient and Consumer Solutions

- Operating of local andmail-order pharmacies

- Brand partnerships

- Own branded products& stores

- More than 2,300 retailpharmacies

Pharmacy Solutions

- Pharmaceuticals- Interior fitting- Laboratory supply

- 140 branches in 13countries

- Just-in-time delivery for65,000 pharmacies

Manufacturer Solutions

- Logistics services- Personnel services,

marketing solutions- Homecare aid business

- Low degree of regulation

- Newly developingmarkets

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10,595

TurnoverEUR millions

Operating ProfitEUR millions

Profit before TaxEUR millions

255 191

10,384

235 190

- Slightly increased turnover (+2.0%) and operating profit (+0.2%) currency adjusted

- Increase of free cash flow from EUR 5.0m in H1/08 to EUR 38.7m in H1/09

- External factors: Currency effects, governmental measures and ANZAG participation

1. HY2008

1. HY2009

FINANCIAL PERFORMANCE H1/09CORPORATE DIVISIONS | MAJOR INVESTMENT: 1. CELESIO

Satisfactory operational business development despite current economic crisis

1. HY2008

1. HY2009

1. HY2008

1. HY2009

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AGENDA 2015

- Market drivers

- Demographic development

- Rising life expectancy and income in Eastern Europe and BRIC countries

- Pharmaceutical innovations

- Celesio is very well positioned in this growth market

- Diversifying the portfolio in new countries

- Using synergies in current markets

- Reducing dependency on government regulation

- Examples:

- Acquisition Panpharma

- Market entry Swedish pharmacies market

- Provision of all-round services to customers in all divisions

- Exploring new businesses and new customer groups

- Using outsourcing potential in the pharma industry along the whole value chain

- Example: Majority acquisition of pharmexx

CORPORATE DIVISIONS | MAJOR INVESTMENT: 1. CELESIO

Outlook 2015- EBITDA target: At least EUR 1bn- Celesio will have grown organically, geographically and through new businesses- Changed risk profile: Less dependent on GBP and government measures

Organic growth and efficiency

Growth in current and new geographical

markets

Growth through new business

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INNOVATIVE SERVICES & SOLUTIONSCORPORATE DIVISIONS | MAJOR INVESTMENT: 2. CWS-BOCO

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bocoCWS

LEADING PROVIDER OF WASHROOM HYGIENE, DUST CONTROL MATS, TEXTILE SERVICES

Full Service Provider for:

- Rental of soap and hand towel dispensers

- Air fresheners

- Feminine hygiene products

- Hygiene and washroom products

- Dust control mats: standard, logo, aluminum, profile and industry mats

Full Service Provider for:

- Rental of working wear, business wear, protective clothing

- Customized protection wear: Gloves, protecting goggles and headgears

- Flat linen

- Service package includes collection, washing, ironing, mending and return of laundry

CORPORATE DIVISIONS | MAJOR INVESTMENT: 2. CWS-BOCO

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FINANCIAL PERFORMANCE H1/09

382

46 36

369

28 19

1. HY2008

1. HY2009

CORPORATE DIVISIONS | MAJOR INVESTMENT: 2. CWS-BOCO

Haniel anticipates that the current recession will continue to have a negative effect on turnover and earnings in H2/09

TurnoverEUR millions

Operating ProfitEUR millions

Profit before TaxEUR millions

- Overall modest turnover decrease - Slightly increasing turnover in washroom hygiene & mats- Declining turnover in textile services due to economic recession (particularly in Ireland)

- Deterioration in operating profit- Reduced turnover- Increase in personnel costs

1. HY2008

1. HY2009

1. HY2008

1. HY2009

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GROWTH PROSPECTS THROUGH CURRENT AND NEW CUSTOMERS

- Strong premium brands

- High degree of customer loyalty

- Top market position in Central Europe

- Strong position in growing Eastern European markets and Asia

- Active consolidation in core markets

- Economies of scale in all markets

- Long-term contracts

- Long-term customer relationships

- Competitive advantages due to product innovations and cross selling opportunities

CORPORATE DIVISIONS | MAJOR INVESTMENT: 2. CWS-BOCO

Stable business model with continuous cash flow generation

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STAINLESS STEEL RECYCLING & SUPER ALLOYS CORPORATE DIVISIONS | MAJOR INVESTMENT: 3. ELG

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A WORLD LEADING SPECIALIST IN TRADING & RECYCLING OF RAW MATERIALS

- ELG collects, analyses & processes raw materials for stainless steel industry- Just-in-time delivery in ordered quality and quantities- Highly cyclical business depending on stainless steel production & availability and Nickel prices as

the main value component

CORPORATE DIVISIONS | MAJOR INVESTMENT: 3. ELG

Small & medium size collectors

Industrial scrap arising

Consumers500-10,000 tper shipment

10-100 t per shipment

15 major customers

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1,849

98 86587-13 -18

1. HY2008

1. HY2009

FINANCIAL PERFORMANCE H1/09

- ELG output tonnage declined significantly (-38%)

- Worldwide production volume -30% vs. H1/08

- Stainless steel manufacturers substantially reduced their inventories

- Falling Nickel prices due to low demand for raw materials: Average Nickel price 57% below previous year’s level

- Stock value hedged via LME Nickel derivatives

CORPORATE DIVISIONS | MAJOR INVESTMENT: 3. ELG

Cost reduction measures could to a large extent compensate for the deterioration in the revenue side (drastic reductions in quantity and price)

1. HY2008

1. HY2009

1. HY2008

1. HY2009

TurnoverEUR millions

Operating ProfitEUR millions

Profit before TaxEUR millions

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BUSINESS SENTIMENTCORPORATE DIVISIONS | MAJOR INVESTMENT: 3. ELG

ELG‘s business model is designed to successfully manage price & volume swings

0

50

100

150

200

250

300

350

400

450

500

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

in `000 t

0

5

10

15

20

25

30

35

40

45

50

in ‘000 USD/t

2003 2004 2005 2006 20082007 2009

Tonnage Stainless Steel Scrap (left scale)

Nickel Price (right scale)

ELG improved cost structure and adjusted capacities to lower volumes

Customers have begun to rebuild their inventories

Slight recovery in demand started in Q2/09

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B2B MAIL ORDER FOR BUSINESS EQUIPMENT CORPORATE DIVISIONS | MAJOR INVESTMENT: 4. TAKKT

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LEADING B2B MAIL-ORDER COMPANY IN EUROPE AND NORTH AMERICA

CORPORATE DIVISIONS | MAJOR INVESTMENT: 4. TAKKT

supplier B

supplier C

supplier A

suppliers

several hundred suppliers

services: - short delivery time- e-procurement- active supply chain management- …

customer 1- D- F- PL- GB- …

customer 2- …

customers

~ 3m customers

customer 3- …

TAKKT catalogues

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473

69 66358

30 28

1. HY2008

1. HY2009

FINANCIAL PERFORMANCE H1/09- Global economic crisis led to

- drastically reduced customer capital expenditures

- falling order numbers and lower average order values

- Turnover fell by 24% and operating profits decreased by 56%

- TAKKT immediately introduced extensive countermeasures (FOCUS and GROWTH)

CORPORATE DIVISIONS | MAJOR INVESTMENT: 4. TAKKT

Solid EBIT margin of 8% and strong operational cash flows

1. HY2008

1. HY2009

1. HY2008

1. HY2009

TurnoverEUR millions

Operating ProfitEUR millions

Profit before TaxEUR millions

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CLEAR STRATEGY FOR FUTURE GROWTH

GrowthTargets

- Long-term average growth >10% p.a.~ 50 % organic growth~ 50 % by acquisitions

- At least 1 new start-up or acquisition p.a. (internally financed)

‘FOCUS’Programme

Review of TAKKT activities for current and potential valuecontribution; adjust cost structures and capacities to demand situation

‘GROWTH’Programme

Pooling and prioritising TAKKT growth initiatives

- High and stable profitability in terms of gross profit margin and EBITDA margin- High (free) cash flow generation

CORPORATE DIVISIONS | MAJOR INVESTMENT: 4. TAKKT

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STRONG BRANDSCORPORATE DIVISIONS | MAJOR INVESTMENT: 5. METRO GROUP

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PORTFOLIO OF STRONG RETAIL BRANDSCORPORATE DIVISIONS | MAJOR INVESTMENT: 5. METRO GROUP

Metro Cash & Carry

- Leading global Cash & Carry wholesaler- Matchless international expansion:

international share of sales over 80%- Strategy: regionally differentiated and customer

focused B2B specialist

Media Markt and Saturn

- Pan-European market leader in consumer electronics retailing

- Large-scale, full assortment and highly capital efficient

- Vision: #1 retailer in Consumer Electronics

Real

- Leading player in Germany’s hypermarket sector- Strong presence in Eastern Europe- Strategy: sharpening the Real brand, optimising store

base and adjusting structures (costs and processes)

Galeria Kaufhof

- Germany's leading department store- Focus on mid-market and lifestyle orientation- Strong cost and stock management

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FINANCIAL PERFORMANCE H1/09

- Turnover slightly increased by 0.5% currency adjusted

- Operating Profit before special items decreased

31,504

493

30,505

392

‘Shape 2012’

From 2012 full positive EBIT effect of around EUR 1.5bn p.a.

-Cost reduction to be largely effective in 2011

-Productivity gains fully effective in 2012

Metro successfully copes with challenging market environment

‘Shape 2012’: efficiency programme well on track

CORPORATE DIVISIONS | MAJOR INVESTMENT: 5. METRO GROUP

TurnoverEUR millions

Operating Profit (before special items)EUR millions

1. HY2008

1. HY2009

1. HY2008

1. HY2009

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HANIEL’S INVESTMENT IN METRO

- Haniel is one of the 3 founding shareholders

- Stake increase in 2007 to ensure long-term strategic influence

- Shareholder agreement with Schmidt-Ruthenbeck still in place

- Appointment of Haniel CEO Dr Cordes also as Metro CEO in 2007

CORPORATE DIVISIONS | MAJOR INVESTMENT: 5. METRO GROUP

Funding partially through SPV

- Fully on-balance- EUR 1bn loan reduced to EUR 800m- Non-recourse- Newly acquired Metro shares pledged

Impact of Metro Investment

Metro: Long-term strategic key investment

Haniel Holding

Consolidated Haniel Group Accounts

- Dividend income- Non-cash effects due

to valuation changes (Impairment Tests)

- At-Equity basis- Investment result

(non-cash)

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Capital markets access

Bank financing & promissory notes

Stand alone financing

Unlisted CompaniesListed Companies

DECENTRALISED FINANCING STRATEGYCORPORATE DIVISIONS | MAJOR INVESTMENT

- No guarantees for Division financing in place- Diversified financing sources (incl. capital market instruments)- Objective: Division financing on a stand-alone basis for CWS-boco

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INTRODUCTION

CORPORATE DIVISIONS | MAJOR INVESTMENT

MANAGEMENT HOLDING

1. PROFILE

2. PORTFOLIO

3. FINANCIALS

HANIEL GROUP CONSOLIDATED

KEY INVESTMENT CONSIDERATIONS

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HANIEL DIMENSIONSMANAGEMENT HOLDING

Haniel Finance Deutschland GmbH, Haniel Finance B.V.

Haniel Beteiligungs-finanzierungsges. mbH & Co. KG,

Haniel Verwaltungs GmbH, …

FHC

Haniel Investment Portfolio

Service Companies & Others

Financing Subsidiaries

Parent Company

Han

iel G

rou

p

(fu

lly c

on

soli

date

d)

Man

ag

em

en

t H

old

ing

Major Investment

CorporateDivisions

FHC: Franz Haniel & Cie. GmbH

At

Eq

uit

y

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TRANSPARENT, STATE-OF-THE-ART CORP. GOVERNANCE

Employees

rund 50.000

appoints

advisesappoints | dismisses | supervises

elect 8 labour representatives

appoints 8 family representatives

appoints | supervises

Family | ShareholdersHaniel Group

Supervisory Board

Managing Board of the Holding Company3 members

16 Mitglieder

Managing Boards of the Corporate Divisions

Shareholders’ Meetingover 600 Haniel family members

Family Advisory Board30 members including the8 Supervisory Board members

Employeesabout 50,000

Supervisory Board16 members

MANAGEMENT HOLDING: 1. PROFILE

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INVESTMENT POLICY AND MANAGEMENT

Active Portfolio Management

- Stringent investment principles- Focus on trade- and service-related businesses- Market leaders and operationally sound companies- Transferability of business model and long-term growth perspectives- Control

- EVA as performance indicator

Corporate Divisions

- Continuous strategic dialogue with FHC- Strategic decisions are to be agreed upon with FHC- Decentralised management approach- Independent, entrepreneurial operational management - Divisions‘ financing on a stand-alone basis

Majority Shareholdings

MANAGEMENT HOLDING: 2. PORTFOLIO

Major Investment

- High level strategic dialogue

Pooling Agreements

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None

None

NoneInfluence or even control over strategic decisions where stakes are significant

Control of core strategic assets, significant influence due to limited shareholder diversification

Control

NoneTypically separate board and management structures; possible representation depending on significance of influence

Board representation with distinct management team

BoardRepresentation

NoneSubsidiary financing clearly separate, generally no cross-default and recourse

Centralized funding with cross-default; structure allows shifting support within the group

Financial Oversight& Integration

Focus on business portfoliocomposition

Strong planning and strategic Integration

Limited number of core assets in unrelated businesses

Conglomerate Operating Holding Investment Holding

Description Financial investor with equity stakes, partly significant influence on management

Asset manager numerous assets, held for investment purposes only

OperationalIntegration

No integration No integration

Management & Strategy Investment typically exited within a certain time horizon

Focus on mix of investments with high diversity of customers and products

HANIEL IS AN OPERATING HOLDING COMPANYMANAGEMENT HOLDING: 2. PORTFOLIO

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4% Others

PORTFOLIO VALUE AT MARKET PRICES

30. Sep. 2009 = EUR 7.8bn

1 CWS-boco value includes intercompany loans

MANAGEMENT HOLDING: 2. PORTFOLIO

23% Celesio 55% METRO Group

5% TAKKT

9% CWS-boco1

4% ELG

Listed companies

- Metro: DAX

- Celesio: MDAX

- TAKKT: SDAX

Diversified assets

Successful, long-term track record

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HANIEL’S RATING COMMITMENTMANAGEMENT HOLDING: 3. FINANCIALS

Market Value Gearing (6MØ Prices)

Market Value Gearing (Spot Prices)

Net Financial Debt Holding

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

2000

2001

2002

2003

2004

2005

2006

2007

2008

09/2

009

0

0.5

1

1.5

2

2.5

3

3.5

4

Target: stable investment grade rating

- Market-Value-Gearing < 30%(in line with rating agencies’ requirements)

- Several deleveraging measures alreadytaken (e.g. disposal of Xella in 2008)

- Haniel 2008 dividend cut by more than 50%

Current Rating:

- S&P: BBB- (Outlook: negative)

- Moody’s: Ba1 (Outlook: stable)

Management & shareholders committed to return to solid investment grade rating

MVG Net Financial Debt(EUR bn)

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0

100

200

300

400

500

600

700

800

900

1.000

2009 2010 2011 2012 2013 2014+

Euros in millions

Committed revolving fac ilit ies used Uncommitted fac ilit ies used

Other bank loans > 1 year Bonds, CP and other securit ies

Liabilit ies against shareholders Other financ ial liabilit ies

0

100

200

300

400

500

600

700

800

900

1.000

2009 2010 2011 2012 2013 2014

Euros in millions

Committed revolving fac ilit ies used Committed revolving fac ilit ies unused

CURRENT FINANCING STRUCTUREMANAGEMENT HOLDING: 3. FINANCIALS

Debt maturity profile Committed bank facilities

More than 30 core banksNo financial covenants or rating related events of defaultCommitted revolving facilities of EUR 1bn unused

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FINANCING STRATEGY MANAGEMENT HOLDING: 3. FINANCIALS

EUR 2bn Debt Issuance Programme (updated 09/2009)

KeyObjectives

- Diversify financing sources

- Establish FHC as capital market issuer

- Reduce dependency of bank financing but maintain excellent bank relationships

- Long-term financing of long-term investments

Effects of Potential

Bond Issuance

- Fulfills all key objectives

- Extend maturity profile

- Use of proceeds: General corporate purposes, primarily refinancing

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CASH FLOW OVERVIEWMANAGEMENT HOLDING: 3. FINANCIALS

EUR millions 2007 2008 2009E

Dividends received 298 376 178

Operating cost -49 -58 -54

Net financial result -80 -143 -95

Cash flow from operations 169 175 29

Dividends paid -110 -150 -70

Divestments / Investments -2.699 900 56

Pre-financing cash flow -2.640 925 15

Slightly positive pre-financing cash flow expected in 2009 despite economic crisis

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INTRODUCTION

CORPORATE DIVISIONS | MAJOR INVESTMENT

MANAGEMENT HOLDING

HANIEL GROUP CONSOLIDATED

KEY INVESTMENT CONSIDERATIONS

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HANIEL DIMENSIONSHANIEL GROUP CONSOLIDATED

Haniel Finance Deutschland GmbH, Haniel Finance B.V.

Haniel Beteiligungs-finanzierungsges. mbH & Co. KG,

Haniel Verwaltungs GmbH, …

FHC

Haniel Investment Portfolio

Service Companies & Others

Financing Subsidiaries

Parent Company

Han

iel G

rou

p

(fu

lly c

on

soli

date

d)

Man

ag

em

en

t H

old

ing

Major Investment

CorporateDivisions

FHC: Franz Haniel & Cie. GmbH

At

Eq

uit

y

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*Figures adjusted according to changes in accounting methods. See notes to the interim financial statements on pages 37-39.Xella figures are not included (classified as discontinued operations)

HANIEL GROUP CONSOLIDATED

KEY FIGURES IFRS CONSOLIDATED

- Positive profits before taxes- Continuous sound cash flow generation

5,6845,6695,685Equity

5,5385,4885,488Financial Liabilities

15,04314,93414,955Total Assets

1,015

815

384

26,372

2008reportedEUR millions

1. HY 2008*adjusted 1. HY 2009

Turnover 13,299 11,698

Profit before taxes 169 113

Haniel cash flow 477 284

Capital expenditures 509 214

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INTRODUCTION

CORPORATE DIVISIONS | MAJOR INVESTMENT

MANAGEMENT HOLDING

HANIEL GROUP CONSOLIDATED

KEY INVESTMENT CONSIDERATIONS

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KEY INVESTMENT CONSIDERATIONS

- Diversified portfolio of market-leading companies with strong value appreciation potential

- Majority of portfolio invested in listed companies- Proven management track record in active portfolio management- Committed family ownership with a long-standing tradition - Policy of separation between ownership and management- Stable bank financing with more than 30 core banks- Commitment to solid investment grade rating

Global economic crisis has also reached Haniel Group and will continue to impact 2009 financial resultsNevertheless, Haniel Group is well prepared to respond adequately and flexibly to the challenges of the various economic developments

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We kindly invite you to ask questions…

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Thank you for your attention

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ANNEX

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CONTACTS

- Dr. Eckhard CordesBoard Member, CEO

- Prof. Dr. Klaus TrützschlerBoard Member, CFO

- Dr. Axel Gros Phone: +49 (0)203 806-355Executive Officer Fax: +49 (0)203 806-230Corporate Finance & Treasury E-mail: [email protected]

- Peter Knapp Phone: +49 (0)203 806-356Head of Long Term Financing Fax: +49 (0)203 806-230Corporate Finance & Treasury E-mail: [email protected]

- Dr. Christian Warns Phone: +49 (0)203 806-357Corporate Finance & Treasury Fax: +49 (0)203 806-230

E-mail: [email protected]

- Dr. Thomas Bentler Phone: +49 (0)203 806-184Legal Department Fax: +49 (0)203 806-444

E-mail: [email protected]

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HANIEL GROUP WEBSITES

www.metrogroup.de

www.takkt.com

www.elghaniel.com

www.cws-boco.com

www.haniel.com

Please register for the Investor Club to gain access to financial statements and other company related information

www.celesio.com

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MANAGING BOARD FRANZ HANIEL & CIE. GMBH

Prof Dr Jürgen KlugeChairman of the Managing Board

Stefan MeisterMember of the Managing Board

Dr Eckhard CordesChairman of the Managing Board

Prof Dr Klaus TrützschlerMember of the Managing Board, CFO

Dr Fritz OesterleMember of the Managing Board

Un

til 1

2/

20

09

Fro

m 0

1/

20

10

MANAGEMENT HOLDING: PROFILE

Prof Dr Klaus TrützschlerMember of the Managing Board, CFO

Dr Fritz OesterleMember of the Managing Board

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A VIEW ON FINANCIAL ARCHITECTURE

Franz Haniel & Cie. GmbH

Celesio

TAKKT

CWS-boco

ELG

Haniel Finance Deutschland GmbH

Haniel Finance B.V.

Haniel Beteiligungs-finanzierungsgesellschaft

mbH & Co. KG

56%

70%

100%

100% Metro VV GmbH & Co. KG

100%

33%

Metro AG

16%5%

(13% Haniel share) and further companies

100%

PTA

PTA

PTA, 100%

40%

MANAGEMENT HOLDING: FINANCIALS

Significant influence over dividends through majority-interest and participation in management and supervisory boards of subsidiaries/investments

Profit and loss transfer agreement (PTA): direct access to group companies‘cash flows

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ASSETS

17,94914,93415,043Total assets

6,0345,1915,198Current assets

102Assets held for sale

346745Cash and cash equivalents

1027666Income tax assets

1076932Financial assets

397329376Receivables from investments and other assets

3,0582,8242,985Trade receivables

2,3351,8261,692Inventories

11,9159,7439,845Non-current assets

151106106Deferred tax assets

242020Income tax assets

695717743Financial assets

4,6874,5464,404Investments accounted for at equity

4,3313,2503,480Intangible assets

2,0271,1041,092Property, plant and equipment

EUR millions June 30, 2009 June 30, 2008* Dec. 31, 2007*

HANIEL GROUP CONSOLIDATED: STATEMENT OF FINANCIAL POSITION

*Figures adjusted according to changes in accounting methods. See notes to the interim financial statements on pages 37-39.

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EQUITY & LIABILITIESHANIEL GROUP CONSOLIDATED: STATEMENT OF FINANCIAL POSITION

2,1621,0211,083Financial liabilities

301226186Current provisions

2,3832,2352,244Trade payables and similar liabilities

231105102Income tax liabilities

5,5805,0275,020Non-current liabilities

17,94914,93415,043Total equity and liabilities

5,8634,2384,339Current liabilities

000Liabilities directly related to assets held for sale

786651724Other current liabilities

235212210Deferred tax liabilities

241718Other non-current liabilities

1166765Other non-current provisions

395264272Pension provisions

4,8104,4674,455Financial liabilities

6,5065,6695,684Equity

1,4871,1121,169Minority interests in equity

5,0194,5574,515Capital stock and reserves of the shareholders of Franz Haniel & Cie. GmbH

EUR millions June 30, 2009 June 30, 2008* Dec. 31, 2007*

*Figures adjusted according to changes in accounting methods. See notes to the interim financial statements on pages 37-39.

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Income StatementHANIEL GROUP CONSOLIDATED: STATEMENT OF FINANCIAL POSITION

4238Profit from continuing operations after taxes

-180Profit from discontinued operations after taxes

2438Profit after taxes

12775Taxes on income

177137Financial expenditure

2627Other financial result

169113Profit before taxes

-123-32Result from investments accounted for at equity

-24Other investment result

2-1Changes in inventories of finished goods and work in progress

1,9951,791Total operating income

814783Personnel expenses

603622Other operating expenses

578386

1,8951,699Gross profit

10092Other operating income

-276-138Financial result

445251Operating result

00Amortisation on goodwill

133135Depreciation/amortisation

11,4079,999Cost of materials

13,30211,698Total performance

11Other own work capitalised

13,29911,698Sales

EUR millions June 30, 2009 June 30, 2008*

*Figures adjusted according to changes in accounting methods. See notes to the interim financial statements on pages 37-39.

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STATEMENT OF CASH FLOWSHANIEL GROUP CONSOLIDATED: STATEMENT OF CASH FLOWS

10345Cash and cash equivalents at end of period-330Non-cash changes102-22Changes in cash and cash equivalents3467Cash and cash equivalents at start of period

00Proceeds from equity capital contributions-234-129Payments to equity holders

2,1141,189Raising of financial liabilities-1,583-1,189Repayments of financial liabilities

14Changes in pension provisions and other nun-current provisions38-4Net result from change in deferred taxes

204113Non-cash net result and dividends from investments accounted for at equity66-3Reclassification of net result from the disposal of non-current assets and consolidated companies

1513Proceeds from the disposal of property, plant and equipment, intangible assets and other non-current assets-237-114Purchases of investments in property, plant and equipment, intangible assets and other non-current assets

95Proceeds from the disposal of consolidated companies and other business units-272-100Purchases of acquisitions of consolidated companies and other business units

290303Cash flows from operating activities

297-129Cash flows from financing activities

-485-196Cash flows from investing activities

-6-92Changes in other current non-interest bearing liabilities, current provisions and other similar liabilities-19260Changes in inventories, receivables and other similar assets

1151Other non-cash income and expenses

477284Haniel cash flow

144136Depreciation and amortisation of nun-current assets2438Profit after taxes

EUR millions (First half-year) 2009 2008*

*Figures adjusted according to changes in accounting methods. See notes to the interim financial statements on pages 37-39.

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ROADSHOW PRESENTATIONOCTOBER 2009