2016 financial statements mitsubishi caterpillar forklift

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2016 Financial statements (April 1, 2016—March 31, 2017) Mitsubishi Caterpillar Forklift Europe BV. Registered office and effective place of business: Almere Address: Hefbrugweg 77 1332 AM Almere 1 Initialed for dentIfIcaUon purposes oniy 1 Ernst & Younq Accountants CLP LËYwr MCFE B.V. Page 1 of 53

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Page 1: 2016 Financial statements Mitsubishi Caterpillar Forklift

2016 Financial statements(April 1, 2016—March 31, 2017)

Mitsubishi Caterpillar Forklift Europe BV.

Registered office and effective place of business: AlmereAddress: Hefbrugweg 77

1332 AM Almere

1 Initialedfor dentIfIcaUon purposes oniy

1 Ernst & Younq Accountants CLP

LËYwrMCFE B.V.

Page 1 of 53

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Table of contents

Consolïdated Financial Statements 11

Consolidated Balance Sheet 12

Consolidated profit and loss account 13

Accounting policies used in the consolidated financial statements 16

Notes to the consolidated financial statements 27

Company Financial Statements 39

Company balance sheet 42

Accounting policies used in the company financial statements 43

Notes to the Company Financial Statements 44

Other information 53

Initialedfor Identificatlon purposes only

ngErnst & Younq Accountants LLP

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Management board report for financial year 2016

General informationMitsubishi Caterpillar Forklift Europe BV. (hereinafter: “MCFE” or “the Company”) together withits subsidiaries (hereinafter referred to as “the Group”) was incorporated in 1992 as a result of ajoint venture agreement between Mitsubishi Heavy Industries, Ltd. and Caterpillar Industrial mc.On April 1, 2013 Mitsubishi Heavy Industries, Ltd. merged its forklift business with NipponYusoki Co., Ltd. in Mitsubishi Nichiyu Forklift Co., Ltd. (hereinafter: “MN”). After this merger, MNhas become the main direct shareholder of the Company. The Company is part of the global MNGroup which include among others Mitsubishi Caterpillar Forklift America mc. in Houston, UnitedStates of America and Mitsubishi Caterpillar Forklift Asia Pte. Ltd. in Singapore.

MCFE is based in Almere, the Netherlands and has active sales offices in Germany, France andDubai, and proprietary sales and service companies in Denmark, Finland and Russia. Further itssubsidiary Rocla Oy has a factory in Jrvenp, Finland.

The Group produces electric-powered and warehouse equipment and trades internalcombustion engine (gas and diesel-powered) forklift trucks. The trucks are marketed through anindependent network of dealers in mainly Europe, Africa and the Middle-East.

The Group’s business model consists mainly of the following business areas:• Developing, man ufacturing and sale of new forklift trucks.• Developing, manufacturing and sale of automated guided vehicles (“AGV”).• Short-term hire: rental of new and used forklift trucks by the proprietary sales and service

companies in Denmark, Finland and Russia.• After sales services, including sale of spare parts and support activities.

Group StructureMCFE is the patent company within the MCFE Group with direct subsidiaries Rocla Oy andRocla Solutions Oy in Finland. MCFE itself executes the marketing, sales and distributionfunction within the MCFE Group.

As per April 1, 2016 the Mitsubishi Group acquired 100% of the shares of the Unicarriers Group(65% MHI and 35% MN). Per January 1, 2017 the shares of the Unicarriers Group have beentransferred to Mitsubishi Nichiyu Forklift (MNF), now being the sole shareholder.

Strategic FocusThe MCFE vision is: with our customers, we create a better future for the global society byproviding innovative material handling solutions. Basic policy is to become a firm player in theforklift truck market who challenges the industry leaders.

Focus of MCFE is pursuing growth in the (matured) European market. Key to success are ourfull line products and service. The net sales strategic target is set above EUR 300 million for thenext years. Due to pressure on prices, market demand is shifting towards more flexible andautomated solutions. In this segment MCFE has highly competitive products such as the AGVrange.

Research and developmentThe R&D department of the MCFE Group is located in Finland and continuously enhances thetechnological performance of the trucks. The R&D depaiit co-operates with-1the R&D

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department of MN in Japan. Benefits of this cooperation inciude combining knowledge andincreasing effectiveness and efficiency of the activities.

Corporate GovernanceMCFE is a limited liability company with a Board of Management and an independentSupervisory Board. Members of the Board of Management are appointed and dismissed by theGeneral meeting of Shareholders. Members of the Supervisory Board are appointed by theGeneral meeting of Shareholders on the nomination and proposal of the Board of SupervisoryDirectors as set forth in the Articles of Association of the Corn pany.

The Board of Management is responsible for the Company’s strategy, the deployment of humanand capital resources, the Company’s risk management system, the Company’s financialperformance and its performance in the area of sustainability.

The Supervisory Board supervises the policies of the Board of Management, and the Company’sgeneral course of affairs and its affiliated business, taking the interests of all the Company’sstakeholders into account. The financial statements are approved by the Supervisory Board andthen submitted for adoption to the Annual General Meeting of Shareholders.

The Company is governed by Dutch law and by its Articles of Association. The General Meetingof Shareholders decides on amendments to the Articles of Association by a qualified majority ofat least two/third of valid votes cast in a meeting in which at least 50% of the issued sharecapital is represented. A decision to amend the Articles of Association may only be taken at theproposal of the Board of Management, subject to approval of the Supervisory Board.

MCFE informs its stakeholders about its corporate objectives, the way the Company is managedand the Company’s performance. Its aim in doing so is to putsue an open dialogue with itsshareholders and other stakeholders.

The Board of Management currently consists of three members. The current composition can befound on page 10. The Supervisory Board consists of three members which current compositioncan be found on page 10. The Supervisory Board had one physical meetings during financialyear 2016 in which the developments in the Company and the financial performance have beendiscussed.

Composition of the Management Board and Supervisory BoardThe Dutch Act on Management and Supervision (In Dutch: Wet Bestuur en Toezicht) provides aguideline for gender diversity with no sanctions imposed for non-compliance with the guideline.The act indicates target figures for a balanced gender distribution on boards with a least 30%occupied by women and at least 30% occupied by men.

Our Management Board consists of three members of which none is currently a female. TheCompany will pursue a policy to continue to comply with the guidelines of the act and continuesto strive for an adequate and balanced composition of its Management Board in futureappointments, by taking into account all relevant selection criteria, including but not lirnited togender balance and executive experience.

Our Supervisory Board consists of three members of which none is currently a female.The Company will pursue a policy to continue to comply with the guidelines of the act andcontinues to strive for an adequate and balance composition of its Supervisory Board in futureappointments, by taking into account all relevant sele ftjFria, includin5}.it not limited togender balance and executive experience. fOrntiftbonpurposesony

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Risk managementMCFE has adopted the MN risk management rules. A risk management system has beenestablished on MN Group level to ensure lasting development of business activities of the MNGroup through the continuous performance of risk management activities. The objective are:(1) Identify a serious risk and strive to prevent it.(2) Once a risk comes to the surface, not only minimise it but also sttive to quickly recover from itand prevent any recurrence.(3) Carry out risk management activities so that such activities do not undermine the benefits ofcustomers, society, stockholders, directots, and employees.(4) lmprove risk recognition and risk management capabilities of directors and employees tomeet social demands.

Management has identified its key risks for the Group which are monitored and evaluatedperiodically. Where deemed necessary a Group entity has a risk manager in place and a crisismanagement team has been appointed and a crisis management policy was drafted in order toensure the employees’ safety.

J-soxFollowing the Financial Instruments and Exchange Law, which was enacted in 2006, (listed)companies are required to evaluate the effectiveness of their internal control over financialreporting systems. This system is the Japanese version of the U.S. Sarbanes-Oxley (SOX) Actand is commonly known as “J-SOX”. The system requires listed companies, including significantsubsidiaries, to establish systems to ensure the accuracy of their financial statements anddisclosure items, and to evaluate the effectiveness of these systems. Managers are required toprepare and submit internal control reports on a yearly basis.

MCFE is working to further develop its internal control systems relating to financial reporting, tostrengthen the implementation of those systems, and to develop evaluation mechanisms. In 2013the Internal Control Department was founded with the goal of continuously strengthening theinternal control of the organisation. Finally, it is management’s purpose to comply with the internalcontrol framework of MN.

Risks and uncertaintiesMCFE and its subsidiaries (“MCFE Group”) are prudent in taking risks. A certain amount of riskis required when doing business. Risk boundaries are set by our Business Plan, Code ofConduct, internal authorization schedule and other policies and procedures that are embeddedin our organisation. Our risk appetite differs per objective area and type of risk and is reflected inthe table below:

Low umq•.1

Strategic risksIn pursuing our strategic ambitions, we have assessed our risk appetite as medium’ relating toachieving our performance, innovation and sustainability objectives.

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The MCFE Group is exposed to economic risk, arising from the European and Middle-Easteconomy, its main markets. Global economic growth in 2017 is projected at 3.3%, while thegrowth in the Eurozone and Middle-East are projected respectively at 1.6% and 2.7%. Thisgrowth may be at risk due to increased (geo)political and macro-economic uncertainties and ismanaged by continuous review of our performance.

The strategic risk relating to innovation and sustainability is managed by the co-operation withthe R&D department of MN in Japan.

Operational risksWith respect to operational risks, we seek to minimise the downside risk from unforeseenoperational failures within our businesses and balance between being in control and benefittingour sales organisation.

The risk of business continuity is managed by a high focus on organisational capabilitymanagement, succession planning and training.

The risk of plant capacity under-utilisation is teduced by the continuous adaption of productionschemes to the (forecasted) level of order intake.

Supplier dependency risk for the MCFE Group is mitigated by the fact that the Company buys allstrategic parts from intercompany sources. For third party suppliers long-term relationships areestablished and long term contracts are concluded.

With respect to information technology systems procedures are implemented to ensure properfunctioning of essential systems. The crucial systems are constantly monitored in order to actimmediately in case of malfunction. Backup and recovery procedures are in place and regularlytested.

Security standards are implemented to manage other digital risks, like the risk of cybercrime.Political decisions and strategies (like the ‘Brexit’) could also impact the results of the Group andcould result in decreased sales and unfavourable foreign currency movements.

MCFE maintains an insurance portfolio covering specific operating risks and also coveringGroup subsidiaries where supportable. MCFE maintains a calamity response team and contactlist in case of environmental, facility or personnel related emergencies.

Financial risksWith respect to financial risks we have a low risk appetite. The identified financial risks relate tothe credit risk, liquidity risk, currency risk, interest rate risk and asset impairment risk.

The risk of recoverability of receivables is controlled by the intensive monitoring of the financialposition of the dealers.

The liquidity risk is mitigated by the guarantees of the shareholder, MN in Japan. The financialposition of the shareholders of MCFE is assessed to be very sound and stable. The Company’slaan and overdraft facilities are granted by Group companies.

As MCFE sells and purchases in different currencies, there is a currency risk exposure in USD,GBP, RUB and JPY. To mitigate this currency risk, MCFE has the policy to buy and sell in thesame currency. Additionally, currency risk are mitigated via currency adlustment agreements(GBP). Initialed

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The asset impairment risk is managed by internal control procedures in which periodic assetreviews are performed and by taking measures to improve sales, results and occupancy rates ofthe assets, or to selI the assets at favourable prices and conditions.

Compliance and Iega! riskWe do not permit out employees to take any compliance risk and we take appropriate measuresin the event of any breach with our Code of Conduct or with any laws or regulations.

Code of conductTo ensure that the employees act in line with the values of the organisation The Group hasshared the Code of Conduct with all employees. Mandatory Codes of Conduct trainings aregiven yearly to all employees within MCFE.

Whistle blower policyIn line with the Code of Conduct a whistle blower policy has been established. The whistleblower policy enables employees to report misconduct within the organisation in a confidentialsetting. Both the Code of Conduct and the whistle blower policy are available on the intranet ofMCFE.

Environmental riskThe Group’s operations do not involve any significant environmental risks. The mainenvironmental impacts are created by the solid waste generated by the manufacturing of trucks,waste water and solvent emissions from surface treatments. All of the waste generated by ouractivities are sorted out, after which the waste is sent to specialist companies for treatment andrecycling. The Group’s solvent emissions are clearly below the limit set in internationalreg ulations.

Of the components used to manufacture trucks, the batteries of electric trucks present thegreatest challenge with respect to protection of the environment. Finland has an efficientrecycling system in place for batteries. The trucks’ structural elements and corn ponents consistmainly of recyclable material.

Quantification of the impact on the result1f one ot multiple risks would materialise, the impact on our results or financial position needs tobe determined when the risk occurs.

Financial informationIn 2016 the European forklift truck market has increased with 11,9% compared to previous year,with the main growth drivers being the electric trucks.

During 2016 a total amount of net turnover of EUR 287 million has been realised. Compared torealised revenues of 2015 (EUR 283 million) this is an increase of 1.4%.

During 2016 the Group continued making efforts to increase sales, improve delivery reliabilityand aim for production excellence in executing the production efficiency programs. Theproduction output in Rocla has increased and a material cost reduction has been managed.

The ‘Model Mix’ has negatively impacted the financial results. The share of electric andwarehouse trucks is increasing, whereas the internal combt ctintl portion, with more ontributionmargin, is going down in orders. Additionally, the devaluatio IofttcGBP has also n gatively

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impacted the financial resuits, as UK sales are mainly handled in EUR. The approximate impactof this is over EUR 4 million.

0fl an operating level, the result for the year amounts to EUR 5,0 million, compared to anoperating loss of EUR 2,5 million in 2015. The improvement in the operating result is mainlycaused by the improvements in the supply chain, and the absence of effects from previousyears. The Group net profit for the year amounts to EUR 3,4 million (2015: EUR 6,2 million loss).

A positive decision was received early 2017 from the Brussels Court of Appeal in Belgium in along pending court case. The court ruled that the opposing party is guilty of a trademarkinfringement for the petiod 2004-2009 and it must account all profits for sales made in thisperiod. These have provisionally been estimated by the court at EUR 3 million, which hasresulted ina one-off result in FY2016.

Additionally, compared to FY2015 less impairments have impacted the financial results. Inprevious periods, significant impairments for stock and tangible fixed assets had negativelyimpacted the results.

LiquidityIn 2016 net cash balances increased from EUR 12,6 million to EUR 13,4 million.

There is no need for additional financing facilities as we expect to be able to operate using theexisting facilities.

Within the Group, the refinancing plan for the other Group entities is prepared and approved,and foresees also in the conversion of intra-company loans into share capital. Execution of theplan is planned during 2017. During 2016, an external ban for Rocla Denmark has been repaidand this repayment was financed with an internal ban from MCFE.

Financial informationDuring financial year 2016 the Group’s equity position increased to EUR 21,9 million comparedto prior year equity position of EUR 19,3 milbion, mainly as a result of the net profit for the year.Working capital of the Group amounts to EUR 9,5 million negative (2015: EUR 14,5 millionnegative). Due to the reliability of the Mitsubishi Group as a whole, MCFE is still seen as acreditworthy and reliable partner.

Employees

During 2016 the total number of full time equivalents (FTE) of the MCFE Group increased from656 to 689. The average number of FTE during the year 2016 was 680 (2015: 665). The numberof FTE in the Netherlands increased during the year from 68 to 69.

Future outlookThe Group’s midterm strategy is to grow business and become the best challenger to theindustry leaders, by increasing product cost competitiveness, enhancing product offering,strengthening the distribution network, expanding the service & solution business, andoptimising the cotporate infrastructure.

MCFE’s outlook for 2017 is based on our expectation of the general economic trends and ourmarket analysis. We expect a slight increase in the industry Afi ca and Mddle East

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howevet are expected to decrease slightly in 2017. Our emphasis is on a volume growth in allour main markets and regaining market share.

The Group’s strategy for 2017 will remain unchanged, focus will stil! be on operational control inthe supply chain; deliver what we prom ise - on time.

The outlook for the workforce is a rather stable development, with a possible increase wheneverthe production schedule requires so.

Forecasted capital expenditures (EUR 2,3 million) relate to investments in the IT infrastructure,improving our accessibility for dealers, and the Group is participating in the Global InventoryManagement program, a worldwide initiative to reduce the logistic movements, resulting in lowerinventories for all participants. This initiative is derived from the decision to implement a newERP system by Neovia, our (worldwide) partner, handling spare parts logistics.

Post Merget Integration (PMI) activities with Unicarriers Europe are ongoing in various areas.Several achievements have been realised, such as material cost reductions by joint procurementand OEM product supply of power pallet trucks. We will further enhance our PMI activities in2017 to maximise our sales and profit.

The Group will continue to work on structural improvements to serve our dealers to the best wecan and display positive development in 2017 and onwards.

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Events after the balance sheet date

There have been no significant events after the balance sheet date.

Almere, May 22, 2017

Management Board: Supervisory Board:

Y. Mano P. Kelliher

T. Rummukainen R. Molijn

K. Baba H. Matsumoto

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Consolidated Financîal Statements

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Consolidated balance sheetas at March 31, 2017

(before appropriation of result)

Assets(in thousands of euros)

Fixed assetsIntangible fixed assets (1)Tangible fixed assets (2)Financial fixed assets (3)Total fixed assets

Current assetsInventories (4)Receivables (5)Cash at bank and in hand (6)Total current assets

Total assets 169.388 174.547

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March 31, 2017

11.40430.784

1.774

March 31, 2016

10.49831.4422.590

43.962 44.530

54.850 60.89757.162 56.53013.414 12.590

125.426 130.017

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Shareholders’ equity and lîabïlities(in thousands of euros)

March 31, 2017 March 31, 2016

Group equity (7) 21.913 19.325

Provisions (8) 2.515 2.068

Long-term liabilities (9) 10.034 8.653

Current liabilities (10) 134.927 144.501

Total equity and liabilities 169.388 174.547

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Consolidated profït and loss account(in thousands of euros)

April 1, 2016 -

March 31, 2017

2016

April 1, 2015-March 31, 2016

2015

Net turnover (11)Change in inventories of finishedgoodsOther opetating income (12)Total operating ïncome

Raw materials and consumablesCosts of subcontracted work and otherexternal chargesWages and salaries (13)Social security charges (14)Amortisation and depreciation (15)Impairment of fixed assets (16)Other operating expenses (17)Total operating expenses

Operating result

Financial income / (expense), net (18)Result before taxation

Income taxes (19)Group net result

178.7845.828

38.2734.285

10.066324

41.922

178.8681.221

37.1464.465

11.4784.285

43.348

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286.893 283.005

-7.296

4.885

-4.984

280284.482 278.301

279.482 280.811

5.000 -2.510

-280 -4.0704.720 -6.580

1.287 3443.433 -6.236

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Consolidated statement of recognised income and expense for the year(in thousands of euros)

April 1, 2016 April 1, 2015

March 31, March 31,2017 2016

2016 2015

Group net result 3.433 -6.236

Translation differences on foreign activities -850 456Net income recognised directly in Group equïty -850 456

Total recognised income and expense for the period 2.583 -5.780

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Accounting policies used in the consolidated financial statements

GeneralMitsubishi Caterpillar Forklfift Europe B.V.’s consolidated financial statements have beenprepared in accordance with Part 9 of Book 2 of the Dutch Civil Code. The accounting policiesapplied comply with Dutch GAAP. The financial statements have been prepared on May 22,2017. The company is a limited liability company, has its statutory seat in Almere and isregistered under 39052636 at the Chamber of Corn merce.

Ultimate parent companyMitsubishi Heavy Industries Ltd. Tokyo, Japan, is the ultimate parent company of MitsubishiCaterpillar Forklift Europe B.V. and includes the consolidated financial data of MitsubishiCaterpillar Forklift Europe BV. in its consolidated financial statements, copies of which areavailable from the Trade Registry of the Tokyo Chamber of Commerce and athttp://www.mhi.com/finance/library/resultl.

ConsolidationThe consolidated financial statements comprise the financial data of Mitsubishi CaterpillarForklift Europe BV. and its subsidiaries (together MCFE or Group). As a parent MCFE isexposed, or has right to the variable returns from its involvement with its subsidiaries and hasthe ability to affect the returns through its power over the subsidiaries.Financial data of subsidiaries are fully consolidated.

Subsidiaries are consolidated from the acquisition date until the date on which MCFE ceases tohave control. From the acquisition date onwards, all intra-group balances and transactions andunrealised profits or losses from intra-group transactions are eliminated, with one exception:unrealised losses are not eliminated if there is evidence of an impairrnent of the assettransferred. In such cases an impairment of the asset is recognised.

Since the profit and loss account of MCFE B.V, is included in the consolidated financialstatements a summarised profit and loss account is included in the Company’s financialstatements in accordance with article 2:402 of Dutch Civil Code.

Fully consolidated cornpaniesRocla Oy, Jrvenpâ, Finland: wholly-owned subsidiary (201 5:100%)Rocla Solutions Oy, Jrvenpâ, Finland: wholly-owned subsidiary (2015:100%)Rocla DanmarkNS, Kolding, Denmark: wholly-owned subsidiary (2015:100%)Rocla RentNS, Kolding, Denmark, wholly-owned subsidiary (2015:100%)000 Rocla Rus, St. Petersburg, Russia, wholly-owned subsidiary (2015:100%)Kiinteistö Oy Roclankuja 1, Jârvenp, Finland, wholly-owned subsidiary (201 5:100%)Rocla Eesti Oü, Tallinn, Estonia, wholly-owned subsidiary (201 5:100%)RocIaAB, Skrhamn, Sweden, wholly-owned subsidiary (2015:100%)

Fînancial Year 201612017The financial year runs from April 1, 2016 up to and including March 31, 2017. This is to becompliant with the financial year of Mitsubishi Nichiyu Forflift Co., Ltd. (‘MN”), which runs fromApril 1 to March 31.

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Group activitiesThe Group’s principal activities are the sales, distribution and production of Mitsubishi,Caterpillar and Rocla Forklift trucks to customers in Europe, the Middle East and Africa.About 47% (FY2O1 5: 60%) of the trucks sold are manufactured at our wholly owned subsidiary,Rocla Oy in Finland. The other 53% (FY2015: 40%) are imported from China, Japan and USA.Selling, arranging of the distribution of the trucks and after sales services takes place from thehead office in Almere, the Netherlands.

Going concernThe Group activities have, for the first time post crisis, resulted in a profit. The market in whichMCFE-Rocla Group operates has almost fully recovered from the economic crisis, which startedin 2008.

The going concern assumption is applied in the preparation of the financial statements for theyearended March 31, 2017 mainly because of the following teasons:

• In 2015 an updated joint venture agreement has been signed between the shareholdersCaterpillar Industrial mc. (“CII”) and Mitsubishi Nichiyu Forklift Ltd (“MN”). In this updatedjoint venture agreement it is agreed that MHI will transfer its obligations following fromthe joint venture agreement between CII and MHI dated March 21, 1992 to MN.Further, it is agreed that in case of failure of MN to fulfili the obligations following from theupdated joint venture agreement, that MHI, the ultimate shareholder shall ‘perform orcause the performance of the obligations’.

• The company is of the opinion that given the current financial situation of MHI and MN,both parties are able to fulfill their obligations following from the updated joint ventureagreement.

• The company takes part in the cash pool of MHI International Investment BV. LondonBranch (MHII). The maximum amount that can be drawn from this cash pool is EUR 150million. The cash pool agreement can be cancelled any time, with a notice period of 6months.

• The company has a positive Group equity position amounting to EUR 21,9 million as perMarch 31, 2017 and is expected to generate sufficient positive cash flows in the future.

Judgments and estimatesThe management of the Group makes various judgments and estimates when applying theaccounting policies and rules for preparing the financial statements. The principal judgments andestimates, including underlying assumptions, are set out below.

Allowances for current assetsAllowances for obsolete or slow moving inventories are set based on the ageing of items in stockfor trucks or on the turnover rate of spare parts items.

The allowances for doubtful debts is based on the ageing analysis of open invoices andjudgment on the recoverability of old and or disputed balances.

Impairment of fixed assets

Tangible and intangible assetsWhen there are indications that the carrying amount of an asset (intangible or tangible) mayexceed the estimated recoverable amount, being the higher of the value in use and the fair valueless cost to selI, the possible need for an impairment i

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In assessing the value in use, the estimated future cash flows are discounted to their presentvalue using a pre-tax discount tate that reflects current market interest rates and the risksspecific to the asset.

Financial assetsThe Group assesses at each balance sheet date whether a financial asset or Group of financialassets is impaired. 1f there is objective evidence of impairment, the amount of the impairmentloss is determined and recognised in the profit and loss account for all categories of financialassets carried at amortised cost.

1f the decrease in impairment relates to an objective event occurring after the impairment wasrecognised, a previously recognised impairment loss is reversed to a maximum of the amountrequired to carry the asset at amortised cost at the time of the reversal if no impairment hadtaken place. The impairment loss reversal should be taken to the profit and loss account. Thecarrying amount of the receivables is reduced through the use of an allowance account.

Deferred tax assetsDeferred tax assets are measured at the tax rates that have been enacted and expected toapply when the related deferred tax assets are realised. Deferred tax assets arising from lossescarried forward are recognised to the extent that it is probable that future taxable profits will beavailable against which the unused tax losses can be utilised. Deferred tax assets are stated atnominal value.

Foreign currency translationThe consolidated financial statements are prepared in euros, the functional and presentationcurrency of the entity. Each entity in the Group determines its own functional currency and itemsincluded in the financial statements of each entity are measured using that functional currency.

Transactions denominated in foreign currencies are initially carried at the functional exchangerates ruling at the date of transaction. Monetary balance sheet items denominated in foreigncurrencies are translated at the functional exchange rates ruling at the balance sheet date. Nonmonetary balance sheet items that are measured at historical cost in a foreign currency aretranslated at the functional exchange rates ruling at the date of transaction. Non-monetarybalance sheet items that are measured at current value are translated at the functionalexchange rates ruling at the date of valuation.

Exchange differences arising on the settlement or translation of monetary items denominated inforeign currencies are taken to the profit and loss account, with the exception of exchangedifferences resulting from net investments in foreign activities, or from loans taken out to financeor effectively hedge net investments in foreign activities. These exchange differences are takendirectly to the foreign currency translation reserve. The foreign currency translation reserve is alegal, non-distributable reserve.

The assets and liabilities of foreign activities are translated into the presentation currency (euros)at the rate of exchange ruling at the balance sheet date and the income and expenses of theseforeign activities are translated at the rates ruling on the ttansaction date. Resulting exchangedifferences are taken directly to the legal foreign currency translation reserve. On the disposal ofa foreign activity, the cumulative exchange differences taken directly to the reserves, are takento the profit and loss account as part of the gain or loson the sale.

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OffsettingAssets and liabilities are only offset in the financial statements if and to the extent that:• An enforceable legal right exists to offset the assets and liabilities and settle them

simultaneously and;• The positive intention is to settle the assets and liabilities on a net basis or simultaneously.

Financïal instrumentsFinancial instruments inciude both primary financial instruments, such as receivables, securities,payables and derivative financial instruments.

All purchases and sales of financial assets made according to standard market conventions arerecognised as at the transaction date, being the date on which the Group enters into a bindingagreement.

For the accounting policies applicable to primary financial instruments, reference is made to thetreatment of individual balance sheet items.

Principal risks arising from MCFE’s financial statements are credit risks, foreign exchange,interst rate risks and liquidity risks. For more information how the Group deals with these riskreference is made to page 35 of the consolidated financial statements.

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Intangible fixed assets

GeneralAn intangible fixed asset is recognised in the balance sheet if:

It is probable that the future economic benefits that are attributable to the asset will accrue tothe Group and;The cost of the asset can be reliably measured.

Costs relating to intangible fixed assets not meeting the criteria for capitalisation (for example,cost of research, internally developed brands, logos, trademark rights and dient databases) arerecorded directly to the profit and loss account.

Intangible fixed assets obtained on the acquisition of a Group company are carried at fair valueas at the date on which they are obtained. Other intangible fixed assets are carried at cost ofacquisition or production net of accumulated amortisation and accumulated impairment losseswhere applicable.

Intangible fixed assets are amortised on a straight-line basis over their expected usefuleconomic lives, subject to a maximum of 20 years. The economic useful life and the amortisationmethod are reviewed at each financial year-end. 1f the estimated useful economic life exceeds20 years, an impairment test is carried out at each financial year-end following the date ofrecognition.

Trademark RoclaThe estimated useful economic life of the Trademark Rocla exceeds 20 years and therefore isnot amortised on a straight-line basis. Each financial year-end an impairment test is carried outto assess the estimated economic life and impairments are recorded in the profit and lossaccount when applicable.

Concessions, licenses and intellectual propertyConcessions, licenses and intellectual property and related prepayments relate to patents andlicenses amortised on a straight-line basis over their estimated useful economic lives 0fl 0years.

Development costsDevelopment costs are capitalised if they satisfy the technical, commercial and financialfeasibility criteria set for them.

Development costs are amortised on a straight-line basis over the estimated economic useful lifeof the asset concerned as follows:

Costs of designing new products: in 5 years.

Tangible fixed assets

Tangible fixed assets in use by the GroupTangible fixed assets in use by the Group are carried at the cost of acquisition or production(less any investment grants) net of accumulated depreciation and, where applicable,accumulated impairment losses. Tangible fixed assets carried at cost do not include capitalisedinterest charges.

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Tangible fixed assets are depreciated on a straight-line basis over their estimated usefuleconomic lives, taking into account the residual value, as follows:

Land is not depreciated;Buildings are depteciated in 20 - 40 years;Machinery and equipment in 3 - 10 years;Other tangible fixed assets are depreciated in 3 - 10 years.

1f the expected depreciation method, useful economic life and/or residual value are subject tochanges over time, they are treated as a change in accounting estimate.

Costs of major maintenance are recognised under cost when incurred and if the recognitioncriteria are met. The carrying amount of the components to be replaced will be regarded as adisposal and taken directly to the profit and loss account. All other repair and maintenance costsare taken directly to the profit and loss account

Retired tangible fixed assets are carried at the lower of cost and their fair value less costs.

A tangible fixed asset is derecognised upon sale or when no further economic benefits areexpected from its continued use or sale. The gain or loss arising on the disposal is taken to theprofit and loss account.

Financial / operating lease assetsThe Group’s tangible fixed assets also include tangible assets recognised based on financialand operating lease agreements. Capitalised lease assets are depreciated over the shorter ofthe estimated useful life of the asset or the lease term.

Fînancial fixed assets

Deferred tax assetsFor the valuation and recognition of deferred tax assets, please refer to the separate section onTaxes.

ReceivablesReceivables are recognised initially at fair value plus directly aftributable transaction costs, andsubsequently stated at amortised cost based on the effective interest method. Gains and lossesare taken to the profit and loss account when the receivables are transferred to a third party orimpaired, as well as through the amortisation process.

Current assets

InventoriesInventories of raw materials and consumables, work in progress being semi-manufacturedgoods, finished goods and goods for resale are carried at the lower of cost of acquisition orproduction and net realizable value. The net realizable value is the estimated selling price in theordinary course of business less the estimated cost of completion of a sale transaction and otherselling expenses.

The costs of raw materials, consumables and goods for resale are calculated based on the firstin, first out principle. The costs of finished goods anc progress bein semi-manufactured

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goods tepresent the cost of raw materials used and direct production costs, plus a mark-up forindirect cost of production based on normal production capacity, excluding interest on loans.

Indirect costs inctuded under inventories carried at cost relate to inbound transport, import dutiesand salary costs of the warehouse’s staff.

Current receivablesCurrent receivables are initially measured at fair value and subsequently carried at (amortised)cost less an allowance for doubtful debts whete necessary.

Cash at bank and in handCash at bank and in hand includes cash in hand, bank balances, notes and checks. It alsoincludes deposits if these are effectively at the Group’s free disposal. Cash at bank and in handnot expected to be at the Group’s free disposal for over 12 months is classified as financial fixedassets. Cash at bank and in hand is recognised at nominal value.

ProvisionsA provision is formed if the Group has a legal or constructive obligation as at the balance sheetdate and if it is probable that an outflow of resources will be required to settle the obligation andthe amount of the Iiability can be reliably estimated. The amount of the provision is determinedbased on a best estimate of the amounts required to settie the liabilities and losses concerned atthe balance sheet date. Provisions are carried at non-discounted value, unless stated otherwise.

1f third-party reimbursement of expenses required to settle a provision is probable, thereimbursement is recognised as a separate asset.

Provis ion for product warrantyThe provision for product watranty refers to the standard warranty provided to the end user ofthe trucks. The provision is calculated based on the historical expense, reflecting the levels ofrepairs with consideration given to the estimated level of future warranty costs and can beconsidered short term in nature.

Deferred tax liabilityFor the valuation and recognition of the deferred tax liability, please refer to the separate sectionentitled Taxes’.

OtherThe other provisions mainly relate to repurchase obligations and loss making contracts and iscalculated based on the best estimate of the expected outgoing cashflow, based on underlyingcontracts.

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laxes

Current taxesTaxes are calculated on profits as disclosed in the profit and loss account based on current taxrates, allowing for tax-exempt items and cost items which are non-deductible, either in whole orin part.

Current tax assets and liabilities are netted if the general conditions for netting are met.

Deferred taxesA deferred tax liability is recognised for all taxable temporary differences between the valuationfor tax and financial reporting purposes. A deferred tax asset is tecognised for all deductibletemporary differences between the vatuation for tax and financial reporting purposes and carry-forward losses, to the extent that it is probable that future taxable profit will be available for setoff. Deferred tax assets and liabilities are recognised under financial fixed assets and provisions,respectively.

Defetred tax liabilities and deferred tax assets are carried on the basis of the tax consequencesof the realization or settlement of assets, provisions, liabilities or accruals and deferred incomeas planned by the Group at the balance sheet date. Valuation is based on current tax rates.Deferred tax liabilities and deferred tax assets are carried at non-discounted value.

Deferred tax assets and liabilities are netted if the general conditions for netting off are met.

Long-term IiabilîtiesWhen long-term liabilities are recognised initially, they are measured at fair value, plus, in thecase of financial liabilities not classified at fair value through profit or loss, directly attributabletransaction costs.

After initial measurement, long-term liabilities are carried at amortised cost using the effectiveinterest method. Gains and losses are taken to the profit and loss account when the liabilities arederecognised, as well as through the amortisation process.

Amortised costAmortised cost is the amount at which a financial asset or liability is measured at initialrecognition less repayments of the principal, plus or less the cumulative amortisation using theeffective interest method for any difference between this initial amount and the maturity amount,and less any teductions (effected directly or through a provision being formed) for impairmentand doubtful debts.

Current IiabïlltiesOn initial recognition, current liabilities are carried at fair value less directly attributabletransaction costs (in the case of financial liabilities not carried at fair value through profit or loss).

After initial measurement, other current liabilities are carried at amortised cost using the effectiveinterest method. Gains or losses are recognised in the profit and loss account when the liabilitiesare derecognised, as well as through the amortisation process.

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Pension plansDutch PensionsThe pension plans of the Company in the Netherlands are managed by an industrial pensionfund. The pension plan is based on an average salary scheme and includes retirement at theage of 67 in the Netherlands (which is gradually changed from 65 to 67). The pension plan alsoincludes pension for surviving partners and children insured on a risk basis. The contribution forthe plan is set by the pension fund on an annual basis. The contribution for 2016 was set on23,2%, compared to 23,6% in 2015.

The contribution by the employees is fixed at 50% of the total contribution. Indexation of futurepensions is depending on the pension fund assets. Participation in the pension fund ismandatory for all employees of the Company, employed in the Netherlands, excluding Japanesestaff. MCFE is only obliged to pay the set contributions, with no obligation to make additionalpayments to the pension fund.

Foreign pension plansThe pension system in Finland and Denmark is based on two complementary pension schemes,the National Pension public plan and a compulsory occupational pension scheme.Employees can retire in an age bracket between 63 and 68.

The National public plan provided a flat-rate benefit of up to 20% of the average wages inFinland, with a minimum guatanteed income that is reduced by the amount of the earningsrelated pension. The statutory eatnings-related occupational pension in Finland is provided byan insurance company. Financing is based on pay-as-you-go. This part of the pension isfinanced by contributions by both employers (main part) and employees.

The National public plan in Denmatk provides a minimum guaranteed income, that to a certaindegree is reduced by the amount of the earnings-related pension. The statutory earnings-relatedoccupational pension in Denmark is provided by separate pension companies oftensupplemented with health and life insurance schemes. Financing is based on pay-as-you-go,and both employers and employees contributions are transferred on a monthly basis to thepension/insurance company.

In Russia the pension plan also consists of two parts. A basic pension, that is pay-as-you-gofinanced, which provides a flat rate benefit. In addition there is an insurance part with a definedcontribution element. This insurance part is financed on a pay-as-you-go basis, but benefits areearnings-related and based on the virtual contribution record. The insurance part is indexed toinflation and reflects the developments of average wages. Legal retirement age is 60 years formen and 55 years for women.

MCFE is only obliged to pay the set contributions, with no obligation to make additionalpayments to the (insurance) pension plan nor to any governmental pension plan.

Derecognition of financial assets and IiabilïtiesA financial instrument is derecognised if a transaction results in the transfer, to a third party, of allor nearly all rights to economic benefits and of all or nearly all the risks attached to the position.

LeasingAssessing whether an agreement contains a lease is based on th e at the inceptiondate of the agreement. The agreement is tegarded if the fulfillme t of the agreement

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depends on the use of a specific asset, Ot on whether the lease contains the right of use of aspecific asset.

The Group as lesseeUnder finance leases (with the risks and rewards of ownership of the lease ttansferredsubstantially to the lessee), at the inception of the lease, the lease property and related liabilityare carried at the lower of the fair value of the lease property at the inception of the lease andthe present value of the minimum lease payments. The lease is initially recognised including theinitial direct costs incurred by the lessee. Lease payments are apportioned between the interestexpense and repayment of the remaining balance of the liability, with the remaining balance ofthe net liability bearing a constant rate of interest.

The capitalised lease property is depreciated over the shorter of the term of the lease and theuseful economic life of the property, if there is no reasonable certainty as to whether ownershipof the property is transferred to the lessee at the end of the term of the lease.

Under operating leases, the lease payments are charged to the profit and loss account on astraight-line basis over the term of the lease.

The Group as lessorUnder operating leases, the lease income is taken evenly to the profit and loss account over theterm of the Iease. Initial direct costs are amortised over the term of the lease against the leaseincome.

Income

GeneralNet turnover represents the proceeds from the supply of goods and services, net of VAT anddiscounts.

Sale of goodsIncome from the sale of goods is recognised in the profit and loss account once all the majorrights to economic benefits and significant risks relating to the goods have been transferred tothe buyer, the income can be reliably measured and the income is probable to be received.

Services1f the resuft of a transaction relating to a service can be reliably estimated and the income isprobable to be received, the income relating to that service is recognised in proportion to theservice delivered.

Stage of completion is based on the costs incurred in providing the services up to the balancesheet date in proportion to the estimated costs of the total services to be provided.

The revenue forAGV projects are recognised as revenue using the percentage-of-completionmethod, based on the costs incurred and the estimated total costs. 1f the estimated total costschange, recognised revenues are revised for the period when such changes become known.Losses on projects in progress are recognised immediately when foreseeable.

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Interest IncomeIntetest income is recognised pro rata in the profit and loss account, taking into account theeffective interest rate for the asset concerned, provided the income can be measured and theincome is probable to be received.

Other incomeOther income is recognized when the income can be reliably measured and is probable to bereceived.

Expenses

GeneralExpenses are determined with due observance of the aforementioned accounting policies andallocated to the financial year to which they relate. Foreseeable and other obligations as well aspotential losses arising befote the financial year-end are recognised if they are known before thefinancial statements are prepared and provided all other conditions for forming provisions aremet.

Interest expensesInterest is allocated to successive financial reporting petiods in proportion to the outstandingprincipal. Premiums and discounts are treated as annual interest charges so that the effectiveinterest rate, together with the interest payable on the ban, is recognised in the profit and lossaccount, with the amortised cost of the liabilities being recognised in the balance sheet. Periodinterest charges and similar charges are recognised in the year in which they falI due.

Cash flow statementWith respect to the cash flow statement the Company applies the exemption as stated in RJ360.104. Reference is made to the cash fbow statement included in the financial statements ofMN, which can be obtained from the website of MN(http://www.nmf.co.jp/en/forinvestors/index.html).

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Notes to the consolïdated financial statements

Intangible fîxed assets (1)Movements in intangible fixed assets during the financial year 2016 have been as follows:(in thousands of euros)

Capitalisedmmaterial Trademackdevelopment . Totalrights Roclacosts

Balance atApril 1,2016Oost 24.929 9.252 5.300 39.481Accumulated amortisation and -18.597 -7.186 -3.200 -28.983impairmentsCarrying amount at April 1, 2016 6.332 2.066 2.100 10.498

MovementsAdditions 1.430 1.370 0 2.801Reclassifications 15 -15 0 0Amortisation -1.149 -745 0 -1.895Carrying amount at March 31, 2017 6.628 2.676 2.100 11.404

Balance at March 31, 2017Oost 26.374 10.608 5.300 42.282Accumulated amortisation and -19.746 -7.931 -3.200 -30.878impairmentsCarrying amount at March 31, 2017 6.628 2.676 2.100 11.404

Capïtalised development costsThe capitalised development costs amount to EUR 1,4 million (2016: EUR 0,9 million) anddirectly relate to projects that will generate economic benefits in the future for the Group.

Immaterial rightsImmaterial rights consist of patents software and licenses.

Trademark RoclaThe Rocla trademark has been recognised as a result of the acquisition of the Rocla Group in2008. As per the balance sheet date, the value of the Trademark Rocla was reassessed, using adiscounted cash flow method. Based on the outcome of the analysis, the value of the trademarkremained unchanged.

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Tangible fixed assets (2)Movements in tangible fixed assets during the financial year 2016 have been as follows:(in thousands of euros)

Ma c h in etyLand and and Constructionbuildings equipment Other in progress Total

Balance at April 1, 2016Oost 47.808 91.022 1.334 680 140.844Accumulated amortisation -33.891 -74.294 -1.217 0 -109.402and impairmentsCarrying amount at March 13.917 16.728 117 680 31.44231, 2017

MovementsAdditions 0 8.393 0 1.186 9.579Disposals (net) -261 -1.482 0 0 -1.743Reclassifications 158 1.471 238 -1.867 0Depreciation -976 -6.889 -305 0 -8.171Impairment losses 0 -324 0 0 -324Carrying amount at March 12.838 17.896 50 0 30.78431, 2017

Balance at March 31, 2017Oost 46.630 93.188 1.572 0 141.390Accumulated amortisation -33.792 -75.291 -1.522 0 -110.606and impairmentsCarrying amount at March 12.838 17.896 50 0 30.78431, 2017

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Movements in tangible fixed assets during financial year 2015 had been as follows:(in thousands of euros)

Mach ineryLand and and Constructionbuildings equipment Other in progress Total

Balance at April 1,2015

Oost 47.358 84.251 1.308 219 133.136Accumulateddepreciation and -31.164 -59.331 -685 0 -91.180impairmentsCarrying amount at

16.194 24.920 623 219 41.956April 1,2015

Movements

Additions 450 6.771 26 461 7.708

Disposals (net) -1.006 -909 0 0 -1.915

Reclassifications 0 -2.828 0 0 -2.828

Depteciation -891 -7.771 -532 0 -9.194

Impairment losses -830 -3.455 0 0 -4.285Carrying amount at

13.917 16.728 117 680 31.442March 31, 2016

Balance at March 31,2016

Oost 47.808 91.022 1.334 680 140.844Accumulateddepreciation and -33.891 -74.294 -1.217 0 -109.402impairmentsCarrying amount at

13.917 16.728 117 680 31.442March 31, 2016

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Financial fixed assets (3)Movements in financial fixed assets during the financial year 2016 have been asfollows:(in thousands of euros)

Other longDeterred taxterm Totalassetsreceivables

Carrying amount at April 1, 2016 262 2.328 2.590Additions 0 0 0Repayments 162 0 162Impairment 0 -260 -260Usage 0 -394 -394Carrying amount at March 31, 2017 100 1.674 1.774

Deferred tax assetsDefetred tax assets mainly relate to compensable tax losses from the past. Such losses areincurred in Finland, Denmark and Russia. An amount of EUR 0,7 million is expected to berecovered within one year.

Movements in financial fixed assets in financial year 2015 had been as follows:(in thousands of euros)

Other long term Deferred taxreceivables assets Total

Carrying amount at April 1, 2015 211 2.749 2.960Additions 51 0 51Usage 0 -421 -421Carrying amount at March 31, 2016 262 2.328 2.590

Inventories (4)(in thousands of euros)

2016 2015Raw materials and consumables 31.058 29.805Work in progress 1.020 870Finished products and goods for resale 6.987 29.494Prepayments on inventories 15.785 728Total 54.850 60.897

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Inciuded in inventories is a provision for obsolete stock amounting to EUR 3,6 million(2015: EUR 3,8 million).

For significant purchase comrnitments, please refer to the notes for Arrangements andcorn mitments not shown in the balance sheet (see page 35).

Current receivables (5)(in thousands of euros)

2016 2015Trade receivables 50.666 49.865Other amounts receivable 2.336 617Prepaidexpenses 4.160 6.048Total 57.162 56.530

Trade receivables inciudes an allowance for doubtful debts amounting to EUR 0,3 million (2015:EUR 1,0 million).

Cash at banks and in hand (6)(in thousands of euros)

2016 2015Cashatbanks 13.414 12.590Other cash equivalents 0 0Total 13.414 12.590

Cash is at free disposal of the Group.

Group equity (7)For details on equity, please refer to the note on equity in the company financial statements.

Provisions (8)The provisions can be specified as follows:(in thousands of euros)

2016 2015Deferred tax liability 817 956Warranty provision 1.029 1.112Other provisions 669 0Total 2.515 2.068

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Deferred tax liabilityThe deferred tax liability mainly relates to temporary differences between the fiscal and finacialreporting balance sheet. The deferred tax liabilities mainly relate to fair value adjustments on theassets of Rocla Oy, which have been recognised upon acquisition of Rocla Oy and has a longterm nature.

Movements in the deferred tax liabilities have been as follows:(in thousands of euros)

2016Carrying amount at April 1, 2016 956Additions 0Reclassifications 0Releases -139Carrying amount at March 31, 2017 817

Warranty provision

Movements in the provision for warranty liabilities have been asfollows:(in thousands of euros)

2016Carrying amount atApril 1,2016 1.112Additions 1.553Reclassifications 0Usage -1.636Carrying amount at March 31, 2017 1.029

Other provisîonsOther provisions mainly relate to onerous contracts.

Movements in the other provisions have been as follows:(in thousands of euros)

2016Carrying amount atApril 1,2016 0Additions 669Reclassifications 0Releases 0Carrying amount at March 31, 2017 669

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Long term liabilities (9)The long term liabilities can be specified as follows:(in thousands of euros)

2016 2015Credit institutions 1.778 1.354Financial lease liabilities 7.411 6.353Long term deferred income 845 946Total 10.034 8.653

Most long term liabilities have a remaining term of less than 5 years and more than 1 year.Liabilities with a remaining term of less than one year, inciuding repayment commitments for thefollowing year are recognised undet current liabilities.

Deferred încomeDeferred income relates to extended watranty programs which the Company entered into with itsdealers. Such warranty programs are long term of nature as they apply after the initial regularwarranty program which is 1 yeat. The additional amount paid by the dealers for the extendedwarranty period is initially recognised as derred income and tealeased over the extended warrantyperiod.

Finance leases - Group as lesseeThe financial lease liabilities mainly relate to financial lease of forklift trucks in Denmark. RoclaDenmark leases these trucks from a lease Company and leases the trucks to the market. Thelease agreements with the market are all operating lease agreements.

The Group has conciuded finance leases for machinery and equipment with a carrying amount ofEUR 10.461 (2014: EUR 10.407).

The minimum lease payments and their present value per term of the lease can be broken downas follows:

(in thousands of euros) 2016 2015

Minimum Minimumlease Present lease Presentpayments value payments value

With a term of less than 1 year 3.050 2.726 4.054 3.624With a term of 1 to 5 years 6.268 5.760 6.335 5.822Withatermofmorethan5years 1.143 953 18 15Total 10.461 9.510 10.407 9.461

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Current lîabïlities (10)(in thousands of euros)

2016 2015Current part of long-term loans 1.016 3.282Credit institutions 217 1.808Ttade creditors 33.430 27.899Amounts payable to other related parties 70.254 83.984Current finance lease liabilities 3.049 3.224Taxes and social securities payable 1.130 165Other liabilities 4.781 3.026Accruals 21.050 21.113Total 134.927 144.501

Amounts payable to other related partiesInciuded is the overdraft facility and the short term ban as a liability to MHI lnvestmentInternational B.V. of EUR 70,2 million (2015: EUR 71,2 million). The maximum aggregateamount of the overdraft facility is EUR 150 million, but can be cancelled anytime by MHIInvestment International B.V. with a notice period of six months.

As security for these obligations a pledge over any account of the Company is established and aletter of guarantee is issued by MN for the long term guarantee facility.

Arrangements and commitments not shown in the balance sheet

Operating leases - Group as lesseeThe Group has conciuded operating leases relating to cars as lessee and rent of offices. Thefuture minimum lease payments can be broken down as folbows:

(in thousands of euros)

2016With a term of Iess than 1 year 4.953With a term of 1 to 5 years 8.428With a term of more than 5 years 157Total 13.538

Other commitments not shown in the balance sheetMCFE has provided a letter of support to Rocla Rent NS and Rocla Denmark NS to provide allthe funds necessary to meet its current and future obligations. This letter is valid for at east aperiod of twelve months after the general meeting of shareholders of Rocla Rent NS and RoclaDenmark NS for the financial year ended March 31, 2017. —i

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Risks and uncertainties

GeneralFor the Group’s principal risks, reference is made to the paragraph included in the ManagementBoatd report.

The Group’s policy to mitigate these risks is set out below.

Foreign exchange riskThere is no hedging policy in place to cover foreing exchange risk arising from purchase andsales transactions denominated in mainly USD, JPY and GBP.

Credit riskThe Group trades only with creditworthy parties and has implemented procedures to assess thecreditworthiness of parties. The Group has also drawn up guidelines for limiting the credit riskassociated with each financial institution and debtor. Furthermore, the Group applies strict creditcontrol and dunning procedures. The Group’s credit risk is minimal due to the above measures.The maximum credit risk relating to receivables, cash at bank and in hand and financial assetsnot shown in the balance sheet. No significant concentrations of credit risk exist within theGroup.

Liquidity riskThe Group manages liquidity risk through interim monitoring and by making adjustments wherenecessary. The cash forecasts allow for limited availability of cash at bank and in hand, includingbank guarantees and margin calls relating to derivatives entered into. For details of the liquidityrisk relating to interest rate swaps, please refer to the note on interest rate swaps.

The fair value of the financial instruments is determined using available market information andestimating methods.The following methods and assumptions have been used to estimate the fair value of thefinancial instruments:

Cash at bank and in hand, amounts receivable and current liabiitiesGiven the short term of these instruments, their carrying amounts approximate their fair value.

lnterest rate and cash flow risksInterest rate risk is the risk of the fair value of future cash flows from financial instrumentsfluctuating due to changing market interest rates.

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Net Turnover (11)The Group mainly operates in Europe, Africa and the Middie East. The revenue recognised forthe financial year, can be distributed over these areas as follows:

(in thousands of euros)

2016 2015Europe (mcl. CIS) 235.530 210.598Middle East 36.508 45.213Africa 6.758 13.802USA 6.521 8.592Other 1.576 4.800Total 286.893 283.005

Other operating income (12)The other operating income (EUR 4,9 million) mainly relates to a positive decision received in along pending court case (EUR 3,0 million) and royalty income (EUR 1,4 million).

Wages and salaries (13)(in thousands of euros)

2016 2015Wages and salaries 36.740 35.384Other staff costs 1.532 1.762Total 38.273 37.146

Social securïty charges (14)(in thousands of euros)

2016 2015Social security charges 2.007 1.837Pension charges 2.278 2.628Total 4.285 4.465

WorkforceDuring 2016 the total number of full time equivalents (FTE) of the MCFE Group increased from656 to 689. The average number of FTE during the year 2016 was 680 (2015: 665). The numberof FTE in the Netherlands increased during the year from 68 to 69.

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Depreciation and amortisation (15)(in thousands of suros)

2016 2015Intangible fixed assets 1.919 2.284Tangible fixed assets 8.147 9.194Total 10.066 11.478

Impairment charges (16)(in thousands of euros)

2016 2015Intangible fixed assets 0 0Tangible fixed assets 324 4.285Total 324 4.285

Due to negative developments in previous years in the local business related real estatemarket and subsequently the book value of land and buildings exceeding the estimatedrecoverable amount, an impairment charge had been recognised in 2015 (EUR 830K).

In 2016, an impairment charge (EUR 324K) has been recognised for machinery andequipment, due to the book value exceeding the recoverable amount(2015: EUR 3.455K).

Other operating expenses (17)Other operating expenses incurred during the financial year, can be specified as follows:

(in thousands of euros)

2016 2015Marketing related expenses 6.294 5.571Production related expenses 1.281 2.974Personnel related expenses 5.753 3.935Rents, lease and other external services 9.251 8.352Other operating expenses 19.343 22.516Total 41.922 43.348

[Ïitiated1 for IdentifcatIOfl putposes only

Ernst & Younq iintantS LLP

LEY= J

MCFE B.V.Page 37 of 53

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Financial income and expenses (18)(in thousands of euros)

2016 2015Interest income 126 124Dividends 6 0Interest expense bank loans -487 -967Interest expense affiliated entities -592 -525Foreign exchange results, net 666 -2.702Total -280 -4.070

Taxes (19)The tax charged inciuded in the consolidated profit and loss account can be broken down asfollows:

(in thousands of euros)

2016 2015Result before tax 4.720 -6.580

Atthe statutory rate of 25% 1.180 -1.645Impairment of deferred tax assets 260 0Differences local tax rates -153 0Limitation due to uncertain future 0 1 .301profitabilitylncome taxes for the year 1.287 -344Effective tax rate 27,3% -5,2%

The difference in effective tax rate compared to previous year can mainly be explained byunrecognised deferred tax assets for losses carried forward in previous year. The accumulatedamount of unrecognised deferred tax assets for losses carried forward amounts toEUR 1,3 million (2015: EUR 1,3 million) as per balance sheet date.

Initialedfor Identificatjon purposes only

Ernst & Younq Accountants LLP

MCFE B.V.Page 38 of 53

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Company Financial Statements

FiiitIaled 1tot dentificatlOn purposes only

Ernst & Young Accountants LLP 1

J

MCFE B.V.Page 39 of 53

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Company balance sheet(before appropriation of result)

Assets(in thousands of euros)

Fixed assetsIntangible fixed assets (20)Tangible fixed assets (21)Financial fixed assets (22)Total fixed assets

Current assetsInventories (23)Receivables (24)Cash at bank and in hand (25)Total current assets

Total assets 141.137 141.708

MCFE B.V.Page 40 of 53

March 31, 2017 March 31, 2016

9.0568.920

36.317

9.3209.404

39.70054.293 58.424

32.282 35.17053.547 47.473

1.015 64186.844 83.284

Initialedfor identifkatlon purposes only

Ernst & YoungountantS CLP

Page 41: 2016 Financial statements Mitsubishi Caterpillar Forklift

Shareholders’ equity and liabilities(in thousands of euros)

March 31, 2017 March 31, 2016

Equity (26)Issued share capital 148.151 148.151Legal reserves 0 0Foreign currency translation reserve 624 1.474Accumulated deficit -130.295 -124.064Result for the year 3.433 -6.236

21.913 19.325

Provisions (27) 412 385

Long-term liabilities (2$) 845 946

Current Iiabilïties (29) 117.967 121.052

Total equity and liabilities 141.137 141.708

1 nitialedfor Identification putpOSOS only

[LErnst & Younq ccouflt5fltS LLP

MCFE B.V.Page 41 of 53

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Corn pany profit and loss account

(in thousands of euros)

April 1, 2016 - April 1, 2015 -

March 31, 2077 March 31, 2016

2016 2015

Other resuits 4.409 2.350Resuft subsidiaries -976 -8.586Total operating ïncome 3.433 -6.236

Initialedfor denNfication purposes only

Ernst & Young Accountants LLP

MCFE B.V.Page 42 of 53

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Accounting policïes used în the company financial statements

Basis of preparationThe company financial staternents have been prepared in accordance with Part 9 of Book 2 ofthe Dutch Clvii Code. They were drawn up May 22, 2017. For the accounting policies, referenceis made to the accounting policies of the consolidated financial statements, unless statedotherwise below.

Activities of the corn panyFor details of the company’s activities, please refer to the consolidated financial staternents.

Going concernFor details on the corn pany’s going concern assessment, please refer to the consolidatedfinancial staternents.

Equity interestsFor details of the list of equity interests, please refer to the consolidated financial statements.

Financial fixed assetsParticipating interests over whose financial and operating policies the Company exercisessignificant influence are valued using the net asset value method. Under this method,participating interests are carried at the Company’s shate in their net asset value plus its sharein the results of the participating interests and its share of changes recognised directly in theequity of the participating interests as from the acquisition date, determined in accordance withthe accounting policies disclosed in these financial statements, less its share in the dividenddistributions from the participating interests. The Company’s share in the results of theparticipating interests is recognised in the profit and loss account. 1f and to the extent thedistribution of profits is subject to restrictions, these are included in a legal reserve. Thecompany’s share in direct equity increases and decreases of participating interests is alsoinciuded in the legal reserve except for asset revaluations recognised in the revaluation reserve.

1f the value of the participating interest under the net asset value method has become nu, thismethod is no longer applied, with the participating interest being valued at nu as long as the netasset value remains negative. In connection with this, any long-term interests that, in substance,form part of the investor’s net investment in the participating interest, are included. A provision isformed if and to the extent the Company guarantees for all or for a part of the debts of theparticipating interest or if it has a constructive obligation to enable the participating interest torepay its debts.

A subsequent share of the profit of the participating interest is recognised only if and to theextent that the accumulated share of the previously unrecognised loss has been offset.

Results from transactions with or between participating interests that are carried at net assetvalue are recognised proportionally.

Initialedfor identification purposes only

Ernst & Younq Accountants LiP

MCFE B.V.Page 43 of 53

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Notes to the Corn pany Financial Staternents

Intangible fixed assets (20)Movements in intangible fixed assets during the financial year 2016 have been as follows:(in thousands of euros)

Immaterial IntellectualOther Totalnghts property

Balance at April 1, 2016Cost 629 12.000 20 12.649Accumulated amortisation and -629 -2.700 0 -3.329impairmentsCarrying amountatApril 1,2016 0 9.300 20 9.320

MovementsAdditions 935 0 0 935Amortisation 0 -1.200 0 -1.200Carrying amount at March 31, 2017 935 8.100 20 9.055

Balance at March 31, 2017Cost 1.564 12.000 20 13.584Accumulated amortisation and -629 -3.900 0 -4.529impairmentsCarrying amount at March 31, 2017 936 8.100 20 9.056

The immaterial rights relate to the right to seil spare parts to the customer base of Rocla. Thisright was purchased by MCFE from Rocla on December 31, 2013 for an amount of EUR 12million. The right is amortised using the straight-line method in a period of 10 years, which is theestimated useful economic life.

Initialedfor identification purposes only

Ernst & Youn Accountants LCP

MCFE B.V.Page 44 of 53

Page 45: 2016 Financial statements Mitsubishi Caterpillar Forklift

Tangible fixed assets (21)Movements in tangible fixed assets during the financial year 2016 have been as follows:(in thousands of euros)

Other fixedLand and operating Constructionbuildings assets in progress Total

Balance atApril 1,2016Oost 28.153 10.037 160 38.350Accumulated amortisation and -19.283 -9.663 0 -28.946impairmentsCarryïng amount at March 31, 2017 8.870 374 160 9.404

MovementsAdditions 0 0 0 0Disposals (net) 0 -178 0 -178Reclassifications 0 160 -160 0Depreciation 0 -305 0 -305Impairment losses 0 0 0 0Carrying amount at March 31, 2017 8.870 50 0 8.920

Balance at March 31, 2017Oost 28.153 10.019 0 38.172Accumulated amortisation and -19.283 -9.968 0 -29.251impairmentsCarrying amount at March 31, 2017 8.870 50 0 8.920

The Company is the legal owner of all tangible fixed assets.

Initialedfor Identification purposes only

Ernst & Younq Accountants LCP

MCFE B.V.Page 45 of 53

Page 46: 2016 Financial statements Mitsubishi Caterpillar Forklift

Movements in tangible fixed assets for the financial year 2015 had been as follows:

Land and Other fixed Constructionbuildings operating assets in progress Total

Balance atApril 1,2015

Cost 28.153 9.791 160 38.104Accumulated depreciation and

-18.453 -9.161 0 -27.614impairmentsCarrying amount at

9.700 630 160 10.490Aprït 1, 2015

Movements

Additions 0 246 0 246

Depreciatïon 0 -502 0 -502

Impairment losses -830 0 0 -830

Balance at March 31, 2016

Cost 28.153 10.037 160 38.350Accumulated depreciation and

-19.283 -9.663 0 -28.946impairmentCarryïng amount at

8.870 374 160 9.404March 31, 2016

IniUaledfor identification purposes only

Ernst & Young Accountants LLP

MCFE B.V.Page 46 of 53

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Financial fixed assets (22)Movements in financial fixed assets during the financial year 2016 have been as follows:(in thousands of euros)

Participating Amountsinterest in receivable

Group from Groupcompanies companies Total

Balance atApril 1,2016 7.747 31.953 39.700Tax charge 0 0 0Debt to equity conversion 0 0 0New loans 0 2.000 2.000Repayments 0 -3.557 -3.557Transfet to current liabilities 0 0 0Translation differences on -850 0

-850foreign activitiesResult subsidiaries -976 0 -976Carrying amount at March 31, 5.921 30.396 36.3172017

Movements in financial fixed assets for the financial year 2015 had been as follows:

AmountsParticipating receivable from

interest in Group Group Defetred taxcompanies companies assets Total

Balance atAprïl 1,2015 877 30.079 76 31.032Tax charge 0 0 -250 -250Debt to equity conversion 15.000 0 0 15.000New loans 0 2.000 0 2.000Repayments 0 -126 0 -126Transfer to current liabilites 0 0 174 174Translation differences n

456 0 0 456foreign activitiesResult subsidiaries -8.586 0 0 -8.586Carryïng amount at

7747 31.953 0 39.700March 31, 2016

Participating interests in Group companiesParticipating interests in Group companies relate to the Company’s investments in Rocla Oy andRocla Solutions Oy. The participating interest in Group companies includes an asset step-upand the Rocla trademark, which have been identified and recognised at their fair value uponacquisition of Rocla Oy in 2008. The asset step up re )resents the fair value adjustment. Refer to

Initialedfor identificatlon purpases only

fl13 MCFE B.V.Ernst & Young Accountants LLP

EY rage 08idnq bI.rw0k,q wcrld

Page 48: 2016 Financial statements Mitsubishi Caterpillar Forklift

note 1 of the consolidated financial statements for more information about the Rocla Trademark.

Amounts receivable from Group companiesThis item inciudes loans of EUR 30 million (2015: EUR 30 million) to Rocla Oy and to RoclaSolutions Oy at an interest rate of Euribor +1.0%. For these loans no repayment schedules havebeen agreed, except for the laan issued in 2016 to Rocla Solutions Oy amounting to EUR 2million. For this ban a repayment schedule of EUR 126K per quarter has been agreed and aninterest rate of Euribor +2.0%.

A new laan was issued to Rocla Denmark in 2017, amounting to EUR 2 million. For this laan arepayment schedule of EUR 1 OOK per quartet, starting 1 year after the effective date, has beenagreed and an interest rate of Euribor +2.0%.

The current part of long term loans per balance sheet date is EUR 0,6 million.

Inventories (23)(in thousands of euros)

2016 2015Raw materials and consumables 14.022 15.349Finished products and goods for resale 2.180 19.093Prepayments on inventories 16.080 728Total 32.282 35.170

Inciuded in inventories is an albowance for obsolete stock amounting to EUR 2.132K (2015: EUR2.814K).

Receivables (24)(in thousands of euros)

2016 2015Trade receivables 38.252 38.230Amounts receivable from Group companies 11.149 5.371Amounts receivable from other related parties 3.447 2.890VAT receivable 597 664Prepaidexpenses 102 318Total 53.547 47.473

Trade receivables inciude an albowance for doubtful debt amounting to EUR 256K (2015: EUR792K).

Interest has not been charged on the current account babances with Group companies. Thistreatment remained unchanged compared to 2015.

InitaIedfor dentification purposes only

Ernst & Young c ntants LCP

EYrr

MCFE B.V.Page 48 of 53

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Cash at banks and in hand (25)(in thousands of euros)

2016 2015Cashatbanks 1.015 641Total 1.015 641

The cash and cash equivalents are freely disposable by the Company.

Shareholders’equity (26)The movements in shareholders’ equity for the financial year 2016 can be summarised asfollows:

(in thousands of euros)

Foreig ncurrency

Common Legal translation Accumulated Result forshares reserve reserve deficit the year Total

Balance at March 31,148.151 0 1.474 -124.064 -6.236 19.325

Appropriation of result 0 0 0 -6.236 6.236 0Release legal reserve 0 0 0 0 0 0Result for the year 0 0 0 5 3.433 3.438Foreignexchange

0 0 -850 0 0 -850translation differenceBalance at March 31, 148.151 0 624 -130.295 3.433 21.9132017

Issued share capitalThe total number of issued shares is 326.476 (2015:326.476), with a nominal value ofEUR 453,57 each.

Eoreign currency translation reserveThe foreign currency translation reserve relates to the Group’s operating activities in Denmarkand Russia.

Initiatedfor dentification purposes only

Ern5tflYoufl A ountants LIP

MCFE B.V.Page 49 of 53

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Proposed appropriation of result for 2016It will be proposed to the General Meeting to add the result of Financial Year 2016 to thereserves.

1f the General Meeting accepts this proposal, the net result for 2016 of EUR 3.433 will beappropriated as follows:

(in thousands of euros)

Movements in legal reserves 0Movements in statutory reserves 0

Total movements in legal and statutory reserves 0

Supplement to other reserves 3.433

Net result 3.433

The proposed adjustments for the reserves required to be held by law and under the Articles ofAssociation have already been included in the financial statements with corresponding entities inthe undistributed result.

Provisions (27)(in thousands of euros)

2016 2015Warranty provision 412 385Total 412 385

Movements in the provision for warranty liabilities have been as follows:(in thousands of euros)

2016Balance at March 31, 2016 385Additions 965Usage -938Balance at March 31, 2017 412

All provisons have a term of less than one year.

Initialedfor denUfication purposes onl

(1IErnst & Young Accountants LLP

MCFE B.V.Page 50 of 53

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Long term liabilîties (28)

Deferred incomeTotal

Current part of long-term loansTrade creditorsAmounts due to investmentsAmounts payable to other related partjesTaxes and social securities payableAccrualsTotal

20160

23.43711.71770.254

75011.809

117.967

Over 5years Total

20152.750

16.5737.748

82.704609

10.668121.052

The future minimum lease payments(in thousands of euros)

With a term of less than 1 yearWith a term of 1 to 5 yearsWith a term of more than 5 yearsTotal

Initlaledfor denUficatiofl purposes only

nIErnst & Younq Accountants LLP

EYr

(in thousands of euros) 2016

845845

0 845o 845

Current Iiabilities (29)The current liabilities can be summarised as follows:

(in thousands of euros)

1 to 5years

Arrangements and commitments not shown in the balance sheet

Operating leases — the company as lesseeThe company has conciuded operating leases as lessee relating to cars, computers andprinters. The future minimum lease payments can be broken down as follows:

2016 20151.694 3781.545 807

0 03.239 1.185

Remuneration of members of the Management Board and Supervisory BoardThe remuneration, inciuding pension charges and other benefits, of current and former membersof the management board and supervisory board charged to the company, its subsidiaries in thefinancial year amounted to EUR 578.000 and EUR 25.000 respectively (2015: EUR 423.000 andEUR 25.000).

MCFE B.V.Page 51 of 53

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Audit feesThe costs of the Group for the external auditor being Ernst & Young Accountants LLP, the auditorganisation and the entire network to which the organisation belongs charged to the financialyear are set out below:

(in thousands of euros) 2016 2015

Ernst & Ernst &Young Other Young Other

Accountants Ernst & Accountants Ernst &LLP Young LLP Young

Auditservices 338 151 279 141Tax advisory services 0 62 0 250Total 338 213 279 391

Events after the balance sheet date

There have been no significant events after the balance sheet date.

Signatories to the financial statements

Almere, May 22, 2017

Management Board: Supervisory Board:

Y. Mano R Kelliher

T. Rummukainen R. Molijn

Initlaledfor Identif!CatiOfl purposeS only

K. Baba H. MatsumotoErnst&youn)1&tantSLCP

MCFE B.V.Page 52 of 53

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Other information

Articles of Association provisions governÏng profit appropriationThe result is appropriated in accordance withArticle 30 of the Articles of Association, whichstates that the management board shall determine, with the approval of the supervisory board,the portion of the result to be added to the reserves. The remaining profit shall be at the disposalof the General Meeting.

Other branchesThe entity has the following branches:

Branch Trade NameDuisburg, Germany Mitsubishi Gabler StaplerDubai, United Arab Emerates Mitsubishi Middle EastLyon, France Mitsubishi France

Independent auditor’s reportThe independent auditor’s report is attached to these financial statements on the followingpages.

IntiaIedfor IdentificatiOfl purposes only

Ernst & YoungCUfltafltS LLP

MCFE B.V.Page 53 of 53

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Eyr Ernst & Young Accountants LLP Tel: +31 88 407 1000Cross Towers, Antonio Vivaldistraat 150 Fax: +31 88407 10051083 HP Amsterdam, Netherlands ey.comPostbus 7883Bulngabter1008 AB Amsterdam, Netherlands

Mitsubishi Caterpillar Forklift Europe B.V.Attn. Mr. ManoHefbrugweg 771332 AM ALMERE

Amsterdam, 22 May 2017 NBOR-AMEH9V/al

Dear Mr. Mano,

Please find enclosed a copy of the annual report of Mitsubishi Caterpillar Forklift Europe B.V. for thefinancial year ended 31 March 2017 that has been initialed for identification purposes, and our auditor’sreport thereon dated 22 May 2017.

We also send you ten copies of the aforementioned auditor’s report. We confirm our permission toinclude this auditor’s report in copies of the annual report for the financial year ended 31 March 2017provided that they are identical to the enclosed copy that has been initialed for identification purposes.

We have enclosed one copy of our auditor’s report with an original handwritten signature. This copy ismeant for your own filing purposes. The other copies of our auditor’s report state the name of our firmand the name of the responsible audit partner, but without a handwritten signature. We kindly requestyou to use the copies of the auditor’s report without handwritten signature in the version of the annualreport that will be published.

We confirm our permission to publish our auditor’s report without a handwritten signature, as includedin the section other information of the enclosed annual report (signed for identification purposes),subject to adoption of the financial statements, without modification, by the General Meeting and on thecondition that filing with the Trade Register of the Chamber of Commerce takes place within one monthof the date ot our auditor’s report. Publication of our auditor’s report is only allowed together with thecorresponding complete set of the annual report.

If you wish to publish the annual report and our auditor’s report on the internet, it is your responsibilityto ensure proper separation of the annual report from other information on the website. For example, bypresenting the annual report as a separate, read-only file, or by issuing a warning if readers switch fromthe web page containing the annual report (“You are now leaving the secure page containing the auditedannual report”).

A copy of the annual report is to be signed by the management board and by the supervisory board andshould be presented to the shareholders. The annual report should be adopted by the General Meetingand adoption should be recorded in the minutes. If prior to the General Meeting of Shareholderscircumstances arise that require a modification to the annual report, please note that under Section2:362 sub 6 of the Dutch Civil Code such modifications should be made prior to the General Meeting.In this situation, of course, we withdraw our permission granted above.

Ernst & Young Accountants LLP is a limited liability partnership incorporated under the laws of England and Wales and registered with Companies House under number 0C335594. Theterm partner in relation to Ernst & Young Accountants LLP is used to refer to (the representatine of) a member of Ernst & Young Accountants LLP. Ernst & Young Accountants LLP has itsregistered office at 6 More London Place, London, SEa 2DA, United Kingdom, its principal place of business at Boompjes 2S8, 30(1 XZ Rutterdam, the Netherlands and is registered withthe Chamber of Commerce Rotterdam number 24432944. Our services are subject to general terms and conditions, which contain a limitation of liability clause.

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The annual report needs to be filed with the Trade Register of the Chamber of Commerce in Almere nolater than eight days after adoption by the General Meeting and prior to the legal filling deadline.To prevent the abuse of signatures we recommend to have one copy of the documents signed by themanagement board and by the supervisory board for your files and to tile a version without handwrittensignatures with the Chamber of Commerce. The date of adoption by the General Meeting must berecorded on the documents that are published with the Trade Register of the Chamber of Commerce.

Please note that it is legally required to file the annual report with the Trade Register of the Chamber ofCommerce and non-compliance is an offence punishable by law. In certain situations by not complyingwith the publication requirements could even lead to personal liability for the management board and forthe supervisory board.

Yours si erely,

Initialed for identification purposes: fl

Enclosures: annual report initialed for identification purposessigned auditor’s report for your filesoriginal unsigned auditor’s report to be included with the documents for publicationinformation sheet Publication of auditor’s report

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Eyr Ernst & Young Accountants [[P Tel: +31 88 407 1000Cross Towers, Antonio Vivaldistraat 150 Fax: +31 88407 10051083 HP Amsterdam, Netherlands eycomPostbus 7883

Buingabter 1008 AB Amsterdam, Netherlands

Independent auditor’s reportTo: the shareholders and board of management of Mitsubishi Caterpillar Forklift Europe B.V.

Report on the audit of the financial statements forthe financial year ended 31 March 2017 included inthe annual reportOur opinionWe have audited the financial statements for the financial year ended 31 March 2017 ofMitsubishi Caterpillar Forklift Europe B.V., based in Almere.

In our opinion the accompanying financial statements give a true and fair view of the financial positionof Mitsubishi Caterpillar Forklift Europe B.V. for the year ended 31 March 2017, and of its result for theyear then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise:The consolidated and company balance sheet for the year ended 31 Match 2017The consolidated and company profit and loss account for the year then endedThe notes comprising a summary of the accounting policies and other explanatory information

Basis for our opinionWe conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.Our responsibilities under those standards are further described in the “Our responsibilities for the auditof the financial statements” section of our report.

We are independent of Mitsubishi Caterpillar Forklift Europe B.V. in accordance with the Verordeninginzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics forProfessional Accountants, a regulation with respect to independence) and other relevant independenceregulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- enberoepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

Report on other information included in the annual reportIn addition to the financial statements and our auditor’s report thereon, the annual report contains otherinformation that consists of:

The management board reportOther information pursuant to Part 9 of Book 2 of the Dutch Civil Code

Based on the following procedures performed, we conclude that the other information:Is consistent with the financial statements and does not contain material misstatementsContains the information as required by Part 9 of Book 2 of the Dutch Civil Code

Ernst & Young Accountontu LLP is a limited liability partnership incorporated under the laws of England and Wales and registered with Companies House under number 0C335594. Theterm partner in relation to Ernst & Young Accountants LLP is used to reter to (the representative of) a member of Ernst & Young Accountants LLP. Ernst & Young Accountants LLP has itsregistered office at 6 More London Place, London, SE1 2DA, United Kingdom, its principal place of business at Boompjes 258, 3011 XZ Rotterdam, the Netherlands and is registered withthe Chamber of Commerce Rotterdam number 24432944. Our services are subject to general terms and conditions, which contain a limitation of liability clause.

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We have read the other information. Based on our knowledge and understanding obtained through ouraudit of the financial statements or otherwise, we have considered whether the other informationcontains material misstatements. By performing these procedures, we comply with the requirements ofPart 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the proceduresperformed is less than the scope of those performed in our audit of the financial statements.

Management is responsible for the preparation of the other information, including the managementboard report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information pursuantto Part 9 of Book 2 of the Dutch Civil Code.

Description of responsibilities for the financial statementsResponsibilities of management for the financi& statementsManagement is responsible for the preparation and fair presentation of the financial statements inaccordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible forsuch internal control as management determines is necessary to enable the preparation of the financialstatements that are tree from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, management is responsible for assessing thecompany’s ability to continue as a going concern. Based on the financial reporting frameworkmentioned, management should prepare the financial statements using the going concern basis ofaccounting unless management either intends to liquidate the company or to cease operations, or hasno realistic alternative but to do so. Management should disclose events and circumstances that maycast significant doubt on the company’s ability to continue as a going concern in the financialstatements.

Our responsibilities for the audit of the financial statementsOur objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficientand appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may nothave detected all material errors and traud.

Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements. The materiality affects the nature, timing and extent of our auditprocedures and the evaluation of the effect of identified misstatements on out opinion.

We have exercised professional judgment and have maintained professional skepticism throughout theaudit, in accordance with Dutch Standards on Auditing, ethical requirements and independencerequirements.Our audit included:

Identifying and assessing the risks of material misstatement of the financial statements, whether dueto fraud or error, designing and performing audit procedures responsive to those risks, and obtainingaudit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud is higher than for one resulting from error, asfraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control

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Obtaining an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the company’s internal controlEvaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by managementConcluding on the appropriateness of management’s use of the going concern basis of accounting,and based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the company’s ability to continue as a going concern.It we conclude that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the related disclosures in the financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause a company to cease to continue as agoing concernEvaluating the overall presentation, structure and content of the financial statements, including thedisclosuresEvaluating whether the financial statements represent the underlying transactions and events in amanner that achieves fair presentation

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervisingand performing the group audit. In this respect we have determined the nature and extent of the auditprocedures to be carried out for group entities. Decisive were the size and/or the risk profile of thegroup entities or operations. On this basis, we selected group entities for which an audit or review had tobe carried out on the complete set of financial information or specific items.

We communicate with management regarding, among other matters, the planned scope and timing ofthe audit and significant audit findings, including any significant findings in internal control that weidentify during our audit.

Amsterdam, 22 May 2017

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Independent auditor’s reportTo: the shareholders and board of management of Mitsubishi Caterpillar Forklift Europe B.V.

Report on the audit of the financial statements forthe financial year ended 31 March 2017 included inthe annual reportOur opinionWe have audited the financial statements for the financial year ended 31 March 2017 ofMitsubishi Caterpillar Forklift Europe B.V., based in Almere.

In our opinion the accompanying financial statements give a true and fair view of the financial positionof Mitsubishi Caterpillar Forklift Europe B.V. for the year ended 31 March 2017, and of its result for theyear then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise:The consolidated and company balance sheet for the year ended 31 March 2017The consolidated and company profit and loss account for the year then endedThe notes comprising a summary of the accounting policies and other explanatory information

Basis for our opinionWe conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.Our responsibilities under those standards are further described in the Our responsibilities for the auditof the financial statements” section of our report.

We are independent of Mitsubishi Caterpillar Forklift Europe B.V. in accordance with the Verordeninginzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics forProfessional Accountants, a regulation with respect to independence) and other relevant independenceregulations in the Netherlands. Futthermore we have complied with the Verordening gedrags- enberoepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

Report on other information included in the annual reportIn addition to the financial statements and our auditor’s report thereon, the annual report contains otherinformation that consists of:

The management board reportOther information pursuant to Part 9 of Book 2 of the Dutch Civil Code

Based on the following procedures performed, we conclude that the other information:Is consistent with the financial statements and does not contain material misstatementsContains the information as required by Part 9 of Book 2 of the Dutch Civil Code

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We have read the other information. Based on our knowledge and understanding obtained through ouraudit of the financial statements or otherwise, we have considered whether the other informationcontains material misstatements. By performing these procedures, we comply with the requirements ofPart 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the proceduresperformed is less than the scope of those performed in our audit of the financial statements.

Management is responsible for the preparation of the other information, including the managementboard report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information pursuantto Part 9 of Book 2 of the Dutch Civil Code.

Description of responsibilities for the financial statementsResponsibilities of management for the financial statementsManagement is responsible for the preparation and fair presentation of the financial statements inaccordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible forsuch internal control as management determines is necessary to enable the preparation of the financialstatements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, management is responsible for assessing thecompany’s ability to continue as a going concern. Based on the financial reporting frameworkmentioned, management should prepare the financial statements using the going concern basis ofaccounting unless management either intends to liquidate the company or to cease operations, or hasno realistic alternative but to do so. Management should disclose events and circumstances that maycast significant doubt on the company’s ability to continue as a going concern in the financialstatements.

Our responsibilities for the audit of the financial statementsOur objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficientand appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may nothave detected all material errors and fraud.

Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements. The materiality affects the nature, timing and extent of our auditprocedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional skepticism throughout theaudit, in accordance with Dutch Standards on Auditing, ethical requirements and independencerequirements.Our audit included:

Identifying and assessing the risks of material misstatement of the financial statements, whether dueto fraud or error, designing and performing audit procedures responsive to those risks, and obtainingaudit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud is higher than for one resulting trom error, asfraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control

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Obtaining an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the company’s internal controlEvaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by managementConcluding on the appropriateness of management’s use of the going concern basis of accounting,and based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the company’s ability to continue as a going concern.If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the related disclosures in the financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause a company to cease to continue as agoing concernEvaluating the overall presentation, structure and content of the financial statements, including thedisclosuresEvaluating whether the financial statements represent the underlying transactions and events in amanner that achieves fair presentation

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervisingand performing the group audit. In this respect we have determined the nature and extent of the auditprocedures to be carried out for group entities. Decisive were the size and/or the risk profile of thegroup entities or operations. On this basis, we selected group entities for which an audit or review had tobe carried out on the complete set of financial information or specific items.

We communicate with management regarding, among other matters, the planned scope and timing ofthe audit and significant audit findings, including any significant findings in internal control that weidentify during our audit.

Amsterdam, 22 May 2017

Ernst & Young Accountants LLP

signed by T. Wiffrie

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1 ConditionsAuthorization to publish the auditor’s report is granted subject to thefollowing conditions:

Further consultation with the auditor is essential if, after thisauthorization has been granted, facts and circumstancesbecome known which materially affect the view given by thefinancial statements,

fr The authorization concerns inclusion of the auditor’s report inthe annual report to be tabled at the Annual General Meeting(hereafter AGM) incorporating the financial statements as drawnup.The authorization also concerns inclusion of the auditor’s reportin the annual report to be filed with the Trade Registrar,provided consideration of the financial statements by the AGMdoes not result in any amendments,Financial statements for filing at the offices of the TradeRegistrar which have been abridged in accordance with Section397 of Book 2 of the Dutch Civil Code must be derived from thefinancial statements adopted by the AGM and a draft version ofthese financial statements for filing purposes must be submittedto us for inspection.

“ The auditor’s report can also be included if the financialstatements are published electronically, such as on the internet.In such cases, the full financial statements should be publishedand these should be easily distinguishable from otherinformation provided electronically at the same time.If the published financial statements are to be included inanother document which is to be made public, authorization toinclude the auditor’s report must again be granted by theauditor.

2 Explanations to the conditions2.1 Board of supervisory directors and board of executive

directorsThe auditor usually forwards his report to the board of supervisorydirectors and to the board of executive directors. This is pursuant toBook 2 of the Dutch Civil Code, section 393 which stipulates interalia: “The auditor sets out the outcome of his examination in areport”. “The auditor reports on his examination to the board ofsupervisory directors and the board of executive directors”.

2.2 Annual General Meeting (AGM)Publication of the auditor’s report will only be permitted subject tothe auditor’s express consent. Publication is understood to mean:making available for circulation among the public or to such group ofpersons as to make it tantamount to the public. Circulation amongshareholders or members, as appropriate, also comes within thescope of the term “publication”. so that inclusion of the auditor’sreport in the annual report to be tabled at the AGM similarly requiresauthorization by the auditor.

2.3 Auditor’s reports and financial statementsThe authorization concerns publication in the annual reportincorporating the financial statements that are the subject of theauditor’s report. This condition is based on the auditors’ rules ofprofessional practice, which state that the auditor will not be allowedto authorize publication of his report except together with thetinancial statements to which this report refers.The auditor will also at all times want to see the rest of the annualreport, since the auditor is not allowed to authorize publication of hisreport if, owing to the contents of the documents jointly published,an incorrect impression is created as to the significance of thefinancial statements.

2.4 Events between the date of the auditor’s report and theAGM

Attention should be paid to the fact that between the date of theauditor’s report and the date of the meeting at which adoption, asappropriate, of the financial statements is considered, facts orcircumstances may have occurred which materially affect the viewgiven by the financial statements. Under CDS 56D. the auditor mustperform audit procedures designed to obtain sufficient auditevidence to ensure that all events occurring before the date of theauditor’s report that warrant amendment of or disclosure in thefinancial statements have been identified.

If the auditor becomes aware of events that may be of materialsignificance to the financial statements, the auditor must considerwhether those events have been adequately recognized andsufficiently disclosed in the notes to the financial statements, Ifbetween the date of the auditor’s report and the date of publicationof the financial statements, the auditor becomes aware of a fact thatmay have a material impact on the financial statements, the auditormust assess whether the financial statements should be amended,discuss the matter with management and act as circumstancesdictate.

2.5 Trade RegistrarThe financial statements are tabled at the AGM (legal entities comingwithin the scope of Title 9 of Book 2 of the Dutch Civil Code table thedirectors’ report and the other information as well). The AGMconsiders adoption of the financial statements. Only after thefinancial statements have been adopted, do they become thestatutory (i.e., the company) financial statements. As a rule, thestatutory financial statements will be adopted without amendment.The auditor’s report must be attached to the statutory financialstatements as part of the other information. As a rule, the text ofthis report will be the same as that issued earlier. The documents tobe made public by filing at the offices of the Trade Registrar willconsist of the statutory financial statements, the directors’ reportand the other information. The auditor’s report which refers to theunabridged financial statements will then have to be incorporated inthe other information. If consideration of the financial statements bythe AGM does not result in any amendments, the auditor’s reportmay be attached to the financial statements adopted, by the AGMand, provided the annual report and financial statements are filedpromptly at the offices of the Trade Registrar, published as part ofthese annual report and financial statements.

2.6 Other manner of publicationThe financial statements may also be published other than by filingat the offices of the Trade Registrar. In that event, too, inclusion ofthe auditor’s report is permitted, provided the financial statementsare published in full. If publication concerns part of the financialstatements or lithe financial statements are published in abridgedform, publication of any report the auditor has issued on suchfinancial statements will be prohibited, unless:a. He has come to the conclusion that, in the circumstances of the

case, the document concerned is appropriateDr

b. Based on legal regulations, publication of the documentconcerned is all that is required

If less than the full financial statements are published, furtherconsultation with the auditor is essential. If the financial statementsand the auditor’s report are published on the internet, it should beensured that the financial statements are easily distinguishable fromother information contained on the internet site. This can beachieved, for example, by including the financial statements as aseparate file in a read’only format or by including a warning messagewhen the reader exits the financial statements document.

2.7 Inclusion in another documentIf the published financial statements are to be included in anotherdocument which is to be made public, this is considered a newpublication and authorization must again be obtained from theauditor, An example of this situation is the publication of an offeringcircular which includes the financial statements, after these financialstatements have been filed at the office of the Trade Registrartogether with the other annual reports. For each new publication,authorization must again be obtained from the auditor.

2.8 Events after the AGMEven if facts and circumstances have become known after theadoption of the financial statements as a result of which they nolonger give the statutory true and fair view, the auditor must standby the report issued on the financial statements ax adopted and bythe auditor’s report filed at the offices of the Trade Registrar. In thatevent, the legal entity is required to file a statement at the offices ofthe Trade Registrar on these facts and circumstances accompaniedby an auditor’s report. In this situation, too, further consultationwith the auditor is essential.

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