annual report 2014

Y E A R S

KEY FIGURES2010—2014

2010 2011 2012 2013 2014

Sales revenues 140.8 172.0 171.8 197.4 250.2 thereof national, (%) 7.7 8.9 6.4 4.4 3.4 thereof international, (%) 92.3 91.1 93.6 95.6 96.6EBITDA 15.1 12.5 10.1 14.4 15.8EBT 11.0 8.7 6.1 11.1 11.8Consolidated result 7.9 7.0 4.9 9.7 8.6ROSEBT (%) 7.8% 5.1% 3.6% 5.6% 4.7%ROEEBT (%) 27.5% 19.9% 14.1% 22.7% 24.2%

2010 2011 2012 2013 2014

Total assets 138.3 149.2 148.3 148.6 161.0Non-current assets 48.4 48.1 47.2 49.8 50.7Ratio of equity capitalto non-current assets1) (%) 95.0% 103.5% 106.1% 112.2% 125.2 %Equity 40.0 43.7 43.4 48.8 55.9Equity ratio (%) 28.9% 29.3% 29.3 32.8% 34.7%Investments 6.0 2.9 3.1 6.1 5.0Depreciation and amortisation 3.4 3.2 3.2 3.1 3.9Gross cash flow 13.8 10.7 9.0 15.5 14.2Cash flow from operating activities 7.4 11.4 15.1 22.8 7.1

2010 2011 2012 2013 2014

Employees as at December 31 (number) 1,074 1,283 1,149 1,207 1,315Order intake (in EUR million) 218.3 146.6 195.3 222.7 217.6Order backlog (in EUR million) 249.9 198.6 218.1 230.1 213.0

INCOMEin EUR million

ASSETSin EUR million

OTHER KEY FIGURES

1) Equity + social capital (provisions for severance, pension and long-service bonus payments)/non-current assets

140,8

2010 2011 2012 2013 2014

172,0171,8

197,4250,2

11,0

2010 2011 2012 2013 2014

8,76,1

11,1 11,8 249,9

2010 2011 2012 2013 2014

198,6 218,1 230,1 213,0

218,3

2010 2011 2012 2013 2014

146,6195,3

222,7 217,615,1

2010 2011 2012 2013 2014

12,5 10,1

14,4 15,8

13,8

2010 2011 2012 2013 2014

10,7 9,0

15,5 14,2

EBITDAin EUR million

EBTin EUR million

ORDER INTAKEin EUR million

ORDER BACKLOGin EUR million

GROSS CASH FLOWin EUR million

SALES REVENUESin EUR million

WAAGNER-BIRO ANNUAL REPORT 2014

—The standards of excellence demanded by Waagner-Biro are uncompromising. That's probably only one of the reasons we can look back today on 160 years of company history and enjoy a worldwide reputation. The visionary developments of the former locksmith's shop provided an excellent founda-tion for today's designs and constructions in all areas of the Waagner-Biro Group. In tandem with that, these 160 years stand for an important piece of contemporary and economic history.—

—COMPETENCE

INNOVATIONPERFORMANCE—

—COMPETENCE, INNOVATION, PERFORMANCE—02

—COMPETENCE, INNOVATION, PERFORMANCE—

WAAGNER-BIRO ANNUAL REPORT 2014 03

—In 2014, Waagner-Biro celebrated its 160th anniversary of company history. No more than a sustainable idea marked the beginning – today, our premium steel constructions are a factor to be reckoned with in the entire world market. What has always counted since 1854 is a focused and consistent top performance, resulting in spectacular architectural solutions, audacious steel and glass technology, visionary stage equip-ment, pioneering bridge construction and revolutionary special mechanical engineering.—

IN THE PAST


Y E A R S


—Observing the development of Waagner-Biro, the fluid transitions are conspicuous – from the tradition of the past to a successful present and innovative future. Amazing buildings of state-of-the-art engineering move the world and make a deep impression. Then and now. Futuristic architectural visions that seem hardly realisable turn into landmarks drawing global attention – premium constructions that leave an enduring imprint on one and all.—

TODAY


Y E A R S


—Waagner-Biro not only moves the world but is in contin-ual motion itself, ceaselessly. The knowledge pool serves for advanced development on the journey into the future. With 1,300 employees from 39 nations at 17 locations, each and every one of whom are immensely proud to form the sum of all the parts, together with the unbeatable know-how of all the individual divisions.—

LOOKING TOWARDSA SHINY FUTURE


Y E A R S


Borquez Bridge, Patagonia, Chile


–CONTENT–

Foreword by the Managing Board 11

THE COMPANYCompany profile 14Group structure 14Governing bodies 14

THE YEAR 2014Business development 18Business areas in detail 20 Bridge Systems 21 Stahlbau 26 Stage Systems 32 Qualter Hall 38Human Resources 42Corporate Responsibility 44 Compliance 44 Corporate Social Responsibility 44Outlook 45

CONSOLIDATED FINANCIALSTATEMENTSConsolidated statement of financial position 48Consolidated profit and loss account 50Consolidated statement of comprehensive income 51Consolidated statement of cash flows 52Consolidated statement of changes in equity 53Notes 54Auditor s report 88Supervisory board report 90


Martin ZinnerMartin Zinner is CFO of Waagner-Biro Group. Born in 1969 in Vienna, Austria, he studied business management before starting his career with Siemens, where he held various positions before being appointed to Managing Director at Gigaset Communications Austria GmbH. He has been a Member of the Board at Waagner-Biro since October 2012.

Thomas JostThomas Jost is Chairman of the Board and the second largest shareholder in the Waagner-Biro Group through his holding company, which owns a 25% stake. Born in 1971 in Vienna, Austria, he studied law and began his career in tax and legal consulting.After qualifying as a tax consultant, he worked for Waagner-Biro for several years before mov-ing to the Wild Group. He has been the CEO of Liaunig Industrieholding AG since March 2012 and Chairman of the Board at Waagner-Biro since September 2013.


… on the 2014 fiscal yearAll in all, it has to be said that the performance of the 2014 fiscal year was an average one. Although the sales revenue has developed excellently to approx. EUR 250 million, the Group performance could not be increased to meet the expectations raised by the sales figures. Order intake was at a satisfying level, albeit slightly below the previous year's figure. Despite an increase in sales, the Stahlbau Group was not able to achieve the outstanding result of the previous year and fell quite short of expectations. Likewise, the Bridge Group did not live up to expectations. This explains the slight decline in EBT in comparison to the prior year. A positive mention should be given to the Stage Group, which posted excellent growth rates both in sales and earnings. Our English holding Qualter Hall again proved to be a reliable constant, with rising turnover and profits. Incoming orders improved substantially year-on-year here as well.All in all, the market environment has considerably wors-ened since the middle of 2014. With regard to our business fields, one reason is the uncertain political situation in Russia, which has had a negative impact on a part of our core market in the former CIS states. In addition, the sharp drop in oil prices since mid-year has resulted in a de facto project stop in all oil-exporting countries. Our markets in the Mid-dle East and the CIS states have been heavily impacted by it. Europe was again dominated by deep uncertainty in 2014 owing to the so-called euro crisis. Virtually no investments were made in our business fields. Despite the challenges described above, we succeeded in further reducing the net debt of the Group.

… on the marketDespite the great uncertainties prevailing in 2014, the strategy of Waagner-Biro, namely divisional positioning and a wide geographical diversification, has resulted in a solid order intake during the second half of the year. The market situation is characterised by the fact that there are plenty of projects on the market; the projects are not being awarded at present, though, or they are being transferred to a redesign phase after obtaining the bids. This has resulted in substan-tial delays in terms of incoming orders. One of the strengths of Waagner-Biro is building up a very high level of customer loyalty during these redesign phases and creating real added value for developers as well as general contractors as project

partners. Likewise, Waagner-Biro is now concentrating more and more on projects in which not only one division but the know-how of several divisions are in demand.From this, we expect an improvement in our competitive position, since we can offer our customers a wider range of services from a single source.

… on the future of Waagner-BiroThe solid order backlog at the end of 2014 and the existing business opportunities reinforce our optimistic view of the future, in spite of the very difficult market environment. Moreover, Europe is slowly recovering, and we assume that investments in our business fields will pick up again starting in 2016. The weakness of the euro helps us at the moment to offer our services internationally under more favourable conditions. 2015 will be a challenging year.The focus will be put on boosting order intake as well as the finalisation of the two major projects in Stahlbau AG and Bridge Systems AG. Internally, the further standardisation of our procedures for increased efficiency and minimisation of risks will have priority. We will also reinforce our sales activities through partnerships to counteract the market f luctuations in the project business. The heightenedrequirements for construction projects both in terms of technology and applicable standards demand coordination between developers, planners and the executing companies at an early stage.During these project-specific early phases, a close relation-ship to the executing general contractors can be established. Such partnerships pursue two objectives: first, to increase the probability of incoming orders; secondly, to reduce the project execution risk.The goals set for medium-term earnings growth will be sus-tained, and we will remain firm in consistently pursuing them.

—MANAGING BOARD MEMBERSTHOMAS JOST AND MARTIN ZINNER …

12 —COMPETENCE, INNOVATION, PERFORMANCE—

New Business Aviation TerminalBaku, Azerbaijan

—THE COMPANYTHE YEAR 2014

CONSOLIDATED FINANCIAL STATEMENTS

13WAAGNER-BIRO ANNUAL REPORT 2014

—THECOMPANY—


Waagner-Biro is an international group of companies based in Vienna. It looks back on 160 years of experience in steel and mechanical engineering. The individual business fields are distinguished through extensive know-how in engi-neering and specialisation in technologically sophisticated constructions and systems.

The company's portfolio of products and services comprises the following fields:

– Bridge construction – Steel- and glass architecture– Stage systems – Special machinery

The portfolio is completed by corresponding maintenance and service activities.

Waagner-Biro has an outstanding market position in all of its business fields. The name Waagner-Biro stands for the highest levels of quality, innovation and reliability. As a glob-ally active organisation, the company maintains a presence with projects in numerous countries on five continents. The sales volume was approx. EUR 250 million in the 2014 fiscal year. Waagner-Biro Group employed 1,314 people working at 17 locations in Europe, Asia and the Middle East. 88 projects in 42 countries were managed in 2014.

CORPORATE STRUCTURE

Waagner-Biro AG is the parent company of Waagner-Biro Group. The holding company is responsible for strategy, finance, accounting and controlling, legal affairs, IT, person-nel development and Group consolidation. The chart on the left shows the corporate structure as at December 31, 2014.

BODIES

SUPERVISORY BOARD

Mag. Alexander LiaunigChairman (since 29th April 2014)(Vice Chairman until 29th April 2014)

Dr. Kurt BergerVice Chairman (since 29th April 2014)

Dr. Karl Grabner(Chairman until 29th April 2014)

Herbert Donnersbichler *)Ing. Thomas Freudensprung *) *) delegated by the works council

MANAGEMENT BOARD

Ing. Mag. Thomas Jost Mag. Martin Zinner, MBA

–GROUP STRUCTURE–

–COMPANYPROFILE–

WAAGNER-BIRO ANNUAL REPORT 2014 15—THE COMPANYTHE YEAR 2014


2) The presentation is done based on business ownership (legal ownership is always 49%) As of December 31, 2014

1) The shareholdings of Waagner-Biro AG in Beteiligungsverwaltungs GmbH (percentage of share 100%) are not shown due to its minor economic significance

WAAGNER-BIROBRIDGE SYSTEMS AG

A/100 %

WAAGNER-BIROSTAHLBAU AG

A/100 %

WAAGNER-BIROAUSTRIA STAGE

SYSTEMS AGA/100 %

QUALTER,HALL & CO LTD.

GB/100 %

WAAGNER-BIROLUXEMBOURG

STAGE SYSTEMS S.AL/51 %

WAAGNER-BIRO BAVARIASTAGE SYSTEMS GMBH

D/100 %

WAAGNER-BIROIMMOBILIEN-

VERWALTUNGS GMBHA/100 %

WAAGNER-BIROSPOLKA Z.O.O.

PL/100 %

WAAGNER-BIROEMIRATES CONTRACTING L.L.C

VAE/100 %2)

WAAGNER-BIROLIMITED

GB/100 %

WAAGNER-BIROBIN BUTTI ENGINEERING L.L.C

VAE/100 %2)

WAAGNER-BIROGULF L.L.CVAE/100 %2)

WAAGNER-BIROPHILIPPINES, INC.

RP/100 %

P.T. WAAGNER-BIROINDONESIA

RI/100 %

WBB STAHL- UNDMASCHINENBAU AG I.A

A/100 %

WAAGNER-BIRO SPAINSTAGE SYSTEMS S.A.

E/100 %

WAAGNER-BIRO UKSTAGE SYSTEMS LTD.

GB/100 %

WAAGNER-BIROSTAGE SYSTEMS

(SHANGHAI) CO., LTD.CHN/100 %

WAAGNER-BIROQATAR WLLQATAR/49 %

„OOO WAAGNER-BIROMOSKAU

STAGE SYSTEMS“RUS/100 %

5,01 %

94,99 %

WAAGNER-BIROAKTIEN-

GESELLSCHAFT,AUSTRIA1)


Quantum of the Seas

WAAGNER-BIRO ANNUAL REPORT 2014 17THE COMPANY—THE YEAR 2014


—THE

YEAR2014—


The key operating figures of Waagner-Biro have largely developed positively in the 2014 fiscal year. The total sales revenue rose significantly from EUR 197.4 million toEUR 250.2 million (+ 26.7%), thus reaching an all-time high. The Bridge Systems division contributed the most to this growth. The sales revenue in this division wasEUR 104.3 million and thus 26.8% above the sales revenue of the same period of the previous year (2013: EUR 82.3 million). At EUR 71.8 million, the steel construction divi-sion (Stahlbau) significantly outperformed the level of 2013 (EUR 55.8 million); the Stage Systems division likewise increased substantially by 42.9% to EUR 48.6 million (2013: EUR 34.0 million). At EUR 23.1 million, the British holding Qualter Hall again delivered a stable contribution to the revenue in 2014 (2013: EUR 22.7 million). The remaining turnover of EUR 2.4 million is attributed to other holdings.

Despite the difficult market environment and challenging project processes, the Group result rose to EUR 11.8 million (2013: EUR 11.1 million).

The profit margin (return on sales, ROS) fell to 4.7% in 2014 (2013: 5.6%). At 24.2%, the return on equity is likewise above the figure of the previous year (22.7%). The cash flow from earnings amounted to EUR 14.2 million (2013: EUR 15.5 million); the cash flow from operations to EUR 7.1 million (2013: EUR 22.8 million). A solid order situation constituted the basis of the business development, a tendency that was carried forward in 2014.

In light of the difficult economic environment, the incoming orders were satisfactory in the period under review, at EUR 217.6 million (2013: EUR 222.7 million). The order backlog was EUR 213.0 million as at December 31, 2014; it was under the previous year's figure of EUR 230.1 million.

Two major internal projects characterised 2014. In the first project, improved standardisations of the processes across all divisions and regions were developed so as to direct the company to success in the coming years. After numerous workshops, the results were presented to all employees on the strategy day that was held in Vienna in October 2014.

The second company project in 2014 had to do with the implementation of a new ERP (enterprise resource planning) system in order to raise efficiency potentials and carry forward the establishment of company-wide standards. The system went into operation successfully in early January 2015.

“160 Years of Waagner-Biro” was celebrated in October 2014. An anniversary brochure was presented on the occasion, covering contemporary and economic history since 1854. The publication also documents the development of Waagner-Biro and the projects over the last 160 years.

—BUSINESS DEVELOPMENT 2014—

To download the anniversary brochure: http://www.waagner-biro.com/en/company/publications

2011 2012 2013 2014

Bridge Systems 59.6 65.5 82.3 104.3Stahlbau 53.5 49.7 55.8 71.8Stage Systems 39.7 30.9 34.0 48.6Qualter, Hall & Co 18.1 23.8 22.7 23.1Intercompany Sales / miscellaneous 1.1 1.9 2.6 2.4Waagner-Biro Group 172.0 171.8 197.4 250.2

SALES REVENUES BY BUSINESS AREAin million EUR

http://www.waagner-biro.com/en/company/publications



2011 2012 2013 2014

Austria 15.3 10.9 8.7 8.5EU 64.6 38.7 60.0 96.6Rest of Europe 9.5 6.4 10.4 11.4Asia 28.8 59.1 66.0 44.6Gulf region 37.4 45.3 41.3 72.5Africa k.A. 8.3 8.0 10.6Rest of the world 16.4 3.1 3.0 6.0Total 172.0 171.8 197.4 250.2

SALES REVENUES BY REGIONin million EUR

ROEEBT BY BUSINESS AREAin %

2011 2012 2013 2014

Bridge Systems 21.4 20.3 26.2 18.7Stahlbau 40.4 33.3 40.3 14.0Stage Systems – 1.2 3.4 9.8 37.0Qualter, Hall & Co 22.5 25.3 25.9 29.6Waagner-Biro Group 19.9 14.1 22.7 24.2

EBT BY BUSINESS AREASin million EUR

2011 2012 2013 2014

Bridge Systems 4.0 3.8 4.9 3.5Stahlbau 4.4 3.7 5.2 1.8Stage Systems –0.1 0.3 0.9 3.4Qualter, Hall & Co 1.8 2.1 2.1 2.3Other –1.4 –3.8 –2.0 0.8Waagner-Biro Group 8.7 6.1 11.1 11.8

INCOMING ORDERS BY BUSINESS AREASin million EUR

2011 2012 2013 2014

Bridge Systems 58.2 89.9 76.3 96.7Stahlbau 22.6 39.9 82.4 53.8Stage Systems 47.9 39.1 43.5 45.3Qualter, Hall & Co 18.4 27.8 21.4 27.6Internal transactions –0.5 –1.4 –0.9 –5.8Waagner-Biro Group 146.6 195.3 222.7 217.6

ORDER BACKLOG AT YEAR-END BY BUSINESS AREAin million EUR

2011 2012 2013 2014

Bridge Systems 49.2 74.1 63.1 62.0Stahlbau 83.8 65.4 81.9 69.3Stage Systems 51.5 58.5 66.9 63.4Qualter, Hall & Co 14.9 20.1 19.3 23.6Internal transactions –0.3 0.0 –0.1 –5.3Waagner-Biro Group 198.6 218.1 230.1 213.0

Thomas JostChairman of the Board of Waagner-Biro AG,born on 9 April 1971, at Waagner-Birosince July 2012

Alexander Kontrus

Member of the Board ofWaagner-Biro AustriaStage Systems AG,born on 28 January 1971,has been with Waagner-Birosince September 2012

Peter HacklMember of the Board of

Waagner-Biro Bridge Systems AG,

born on 12 January 1963,at Waagner-Biro

since July 2007

George OrtonMember of the BoardQualter, Hall & Co Ltd.,born on 21 January 1953,has been with Qualter Hall since September 1969

Martin ZinnerMember of the Board of

Waagner-Biro AG,born on 15 May 1969,

working for Waagner-Birosince October 2012

Johann Siscka

Member of the Board of Waagner-Biro Stahlbau AG,

born on 17 August 1959, working for Waagner-Biro

since June 1985


— BUSINESS AREASIN DETAIL —



Broad portfolio“Waagner-Biro Bridge Systems AG benefits from its widely differentiated portfolio of niche products. While the mova-ble bridges mainly in Europe facilitated a significant rise in incoming orders from 2009 to 2013, the increase in order intake in 2014 was based on the system bridges in Asia, the Middle East and Latin America.”

“Getting certain projects funded on behalf of the customers frequently leads to huge delays or even the cancellation of individual orders. Thanks to our broad positioning, this has a relatively slight impact on the business of Bridge Systems .”

DI Peter HacklMember of The Board Waagner-Biro Bridge Systems AG

Service portfolio Waagner-Biro Bridge Systems is an internationally active supplier of steel bridges. The wide range of offers covers all essential types of bridges: from system bridges to special bridges (cable-stayed, suspension, arch and other architec-tural bridges) all the way to movable bridges. With regard to this technologically sophisticated variant, the company has established itself as a global market leader. The service portfolio includes construction, conversions, widening or reinforcement as well as service, maintenance and repairs. Through its companies in the United Arab Emirates,Waagner-Biro is offering additional infrastructure services as well as marine and environmental technology.

Innovation Existing technologies are analysed and refined on an ongo-ing basis to enable us to offer optimal solutions. For instance, Waagner-Biro is always working on enhancing the functionality of its standardised bridges and simplifying their construction. Each order for a special bridge entails new challenges requiring tailor-made solutions. This is where Waagner-Biro benefits from its wealth of experience accumulated over many years of designing and delivering special bridges with a wide range of specifications. The com-pany benefits from the mechanical engineering and drive technology expertise available within the various divisions of the corporate group.

—BRIDGE SYSTEMS—


Business Development In relation to the sales revenue, the performance during the past fiscal year has proven successful for Waagner-Biro Bridge Systems. It rose 26.8% to EUR 104.3 million (2013: EUR 82.31 million). At EUR 3.5 million, the EBT remained distinctly below the level of the previous year (EUR 4.9 million) and fell far short of expectations. The order backlog dropped slightly compared to the previous year and amounts to EUR 62 million (2013: EUR 63.1 million). At EUR 96.7 million, the incoming orders were above the previous year's figure of EUR 76.3 million.

The reason for the negative development of the result was the unforeseeable additional costs incurred by a major project.

In the segment of movable bridges, there was only a very limited number of invitations to tender worldwide. Although no incoming order could be posted here in 2014, there are great hopes for the coming years, since projects are already in progress in Germany, Denmark and other countries. The Rethe bascule bridge at the port of Hamburg was to a large extent completed.

Another positive development is that Waagner-Biro Bridge System was able to gain a follow-up project in Laos, namely a 550-metre modular bridge over the famous Mekong River worth almost EUR 9 million.A supply contract with the Ministry of Public Works and Transport was concluded in this respect. The handover of the first modular bridge in Senegal has been quite successful; a second one is being completed. Modular bridge orders in Honduras and Ghana are also being processed.

Orders for panel bridges came from Iraq, Costa Rica as well as Thailand. In Thailand, several projects with various cus-tomers are implemented every year. 14 major panel bridges are planned to be delivered to Iraq over the course of 2015 for the reconstruction of the country's infrastructure. With the receipt of an order for a panel bridge from Costa Rica, a new market was tapped in Latin America.A three-panel and a single-panel bridge across the Tshopo

River were installed in the Democratic Republic of the Congo in mid-2014 to the utmost satisfaction of our customer.

Sales revenues and EBT of Waagner Biro Gulf were approx-imately the same as in the previous year. Waagner Biro Gulf completed the Camel Race Track bridge for His Highness Sheik Mohammed bin Rashid Al Maktoum in 2014; the Jumeirah Laketowers Bridge and several water transport stations were also erected. The Marine segment carried out beach expansions and stabilisation for the Hilton Hotel in Abu Dhabi. The order intake was satisfactory in 2014; amongst others, we received an order for 7 foot bridges on behalf of the Road and Transport Administration in Dubai;a 2-year contract for beach fortifications; and the con-struction of pontoons for yachts at the Dubai International Maritime Club.

Despite the elections and the usual investment delays entailed in them, Waagner-Biro Indonesia has posted a reasonable order backlog year-end 2014; it does not reach the level of the last few years, however. The devaluation of the Indonesian rupiah had a noticeable effect on the political situation and the willingness to invest in the region. The largest project that has been managed here so far was the Musi II Bridge, an architectural bridge over the Musi River in Palembang consisting of five impressive arches. Alongside a great number of system bridges, another architectural bridge could be posted as an order as at the end of 2014.



—On October25, 2014, Joseph Kabila, President of the Democratic Republic of the Congo (DRC) inaugurated the Tshopo River Bridge II, a 138-metre long panel bridge de-signed and built by Waagner-Biro. It replaces an old, desolate modular bridge that could no longer cope with the greater demands of higher loads, also in terms of safety. The bridge connects the third-largest city in the country, Kisangani, with the Oriental Province.

— TSHOPO RIVER

BRIDGE—The old structure had to be removed first before the new bridge could be built. This new single-lane Waagner-Biro panel bridge has a road width of 4.2 metres and two exter-nal footpaths. It withstands truck loads of up to 42 tonnes. The spans are 40 metres, 55 metres and 43 metres. They are connected with so-called span junctions.—


—PONT DE LA GEÔLE

SENEGAL —



—The work for the construction of the de la Geole Bridge (French: Pont de la Geôle) in St. Louis in northern Senegal was wrapped up successfully in the autumn of 2014. It has a length of 135 metres and two lanes. It is the first in a series of modern and robust modular

steel bridges shipped to Senegal by Waagner-Biro, where they are built under our supervision. With this,Waagner-Biro makes a huge contri-bution to the revitalisation of the road network in Senegal, an economically emerging country.—


Strength built on a diversified portfolio“Waagner-Biro is known throughout the world for its excep-tional buildings. Filigree free-form surfaces with complex geometry still count among the most challenging tasks in our industry. Perhaps less impressive with respect to design, but just as difficult from a technical point of view, are heavy steel constructions with high architectural ambitions. Build-ing envelopes of a more simplified geometry are also much in demand and prove once more the flexibility Waagner-Biro can master in handling the most diverse types of projects. Regardless of whether we are dealing with major infra-structure projects or small multi-layered tasks – we always develop a custom-tailored solution.”

DI Johann SischkaMember of the Board Waagner-Biro Stahlbau AG

Service portfolioWaagner-Biro specialises in filigree steel construction and realises geometrically complex designs of renowned archi-tects and engineers. Architecturally sophisticated building envelopes and heavy architectural steel constructions are other fields of expertise of Waagner-Biro Stahlbau AG. Besides planning and development as well as engineering, we offer comprehensive services in the areas of maintenance, renovation and modification.

There has been a continuing demand in our core markets in the United Kingdom and the Arab region. In addition, the company manages projects in countries such as Denmark and Azerbaijan.

InnovationAudacious architectural visions require pushing theenvelope ever further to what is technically feasible.Waagner-Biro Stahlbau always finds new technological approaches to geometrically sophisticated structures where not one steel or glass element is like another. In order to find the right solution for such complex challenges involving top quality standards, the 3-D planning of designs as a core competence is being further developed on an ongoing basis.The quest for transparency and lightness within a structure has advanced with the progress made in material research.To meet the wishes and visions of architects and clients, Waagner-Biro often integrates additional materials, like textile envelopes. New materials not only increase the func-tionality of a building because of their special properties, but also add an interesting visual facet.

—STAHLBAU—



—After the collapse of the Soviet Union, the Republic of Azerbaijan also gained its independence. Thanks to itsimmense oil reserves, the country is prospering economically. The persistent high construction volume in Baku is a sign of a determined departure toward the shores of a new era. Heydar Aliyev International Airport in Baku, for example, built during the rule of the Soviet Union, has been expanded over the last few years to accommodate the traffic from some 3 million aviation passengers a year as well as the cargo business, which is currently the dominant business field. To this end, a new international terminal was created for it's highly transparent envelope Waagner-Biro was responsible.

— BAKU

INTERNATIONALAIRPORT—

Besides the terminal, other buildings at the airport were erected by Waagner-Biro: an award-winning “Tollgate” – the toll station for the access road – and the “Presidential Terminal” for state guests and other dignitaries, whose design lines up with that of the main terminal. Additionally, Waagner-Biro built another – smaller – toll gate and completed a complex roof shell on the separate Business Aviation Terminal, where business and private aircraft can be processed. The ongoing work on the “bus stop” for the airport staff is being carried out according to a design from Waagner-Biro's Advanced Geometry Engineering Unit.—


—A number of renowned cultural institutions have been under construction for some time on Saadiyat Island, an island right offshore of downtown Abu Dhabi. Once com-pleted, it will be one of the world's largest concentrations of high-calibre cultural assets. Amongs others, there will be an international branch of the Paris Louvre for the very first time.

The dome construction made of structural steel with a diameter of roughly 180 metres that Waagner-Biro Stahlbau AG has been implementing since the summer of 2013 is currently fitted with an ornamental pattern made of alumin-

—LOUVRE

ABU DHABIUAE—

ium profiles, creating a special quality of light. Roughly 600 kilometres of aluminium profiles are pre-fabricated to 7,850 star-shaped elements, which are then lifted by crane to their final positions, forming a total of eight layers. The inspiration for this came to the famous French architect Jean Nouvel by watching light rays coming through palm tree branches: an interplay of direct and indirect light. Since the dome rests on the buildings underneath only at four points, the overall effect is that of a floating structure. —



Business developmentAt EUR 71.8 million, sales revenues of the Waagner-Biro Stahlbau Group have increased 28.7% in 2014 compared with the previous year (EUR 55.8 million). The EBT of EUR 1.8 million, compared to EUR 5.2 million in 2013,declined due to unforeseen cost increases for a major project. On account of very sluggish decision-making processes, incoming orders stood at EUR 53.8 million and did not meet expectations (2013: EUR 82.4 million). The order backlog of Waagner-Biro Stahlbau was EUR 69.3 million as at the end of the year (2013: EUR 81.9 million).

On the British market, the Stahlbau Group owes its excellent reputation and its good positioning to the realisation of out-standing and spectacular reference projects. The Blavatnik School of Business in Oxford, the Wellcome Trust in Hinx-ton and the Paddington Crossrail, for example, are exciting projects either being processed or already being executed. The Glazed Link in Manchester and the Greenwich Market-ing Hub – likewise ambitious projects both in architectural and technical terms – have been completed. More auspicious project opportunities are on the horizon for 2015.

Two challenging projects are being implemented in Den-mark: the headquarters of the Danish capital investment company Kirk Capital in Vejle and the extension of the Med-ical University in Copenhagen. Both projects are exciting ex-amples of the versatility of solutions offered by Waagner-Biro Stahlbau AG.

With the Doha Carousel, the first contract in Qatar was gained. The highly unusual task – a carousel whose centre holds a number of life-sized glass horses – is tackled together with Waagner-Biro Austria Stage Systems. Another uncharted territory for Waagner-Biro Stahlbau is Egypt, where we have

the privilege of taking part in a high-profile construction task, namely the Grand Egyptian Museum project.In the context of the previous collaborative project at the airport of Baku (Azerbaijan), Waagner-Biro Stahlbau was commissioned with the construction of a bus station for airport employees on the airport grounds. There is a realistic prospect of more contracts on account of the ongoing con-struction activities. The United Arab Emirates also shows a high level of economic activity despite the increasing price pressure on the market.

All in all, a good foundation was laid there in 2014 for the next few years. Amongs others, intriguing projects included in the extension of the Festival City in Dubai have been entered in the order book.


—PENINSULA

MARKETING HUBGREENWICH—

—The Greenwich Peninsula in London is surrounded by the Thames River on three sides. Since the 1990s, the formerly barren area has been revived step-by-step by public as well as private investment projects. More buildings followed over the last few years. One of them is the Greenwich Peninsula Mar-keting Hub, for which Waagner-Biro Stahlbau has completed the building envelope, again in collaboration with Marks Barfield Architects.—




Complex modernisation projects at record speed“We have been furnishing operas, theatres and event venues with stage technology for over 160 years. We have seen re-cently that decisions for modernisations of complex theatre buildings are being made more and more on a short-term basis. Hence our customers are looking for a suitable partner who is able to implement the challenging work reliably, on time and in compliance with the highest quality and safety standards within very tight time frames. We have demon-strated repeatedly that we possess this ability. Together with our customers we develop tailor-made solutions for chal-lenges, which more often seem impossible to be achieved. The goal we have set is to base all our activities on the prem-ises of safety, reliability and professional project manage-ment to guarantee our customers smooth and safe theatre productions as well as the timely reopening of their venues.”

DI Alexander KontrusMember of the Board Waagner-Biro Austria Stage Systems AG

Service portfolio Waagner-Biro Stage Systems provides services in the fields of stage equipment, intelligent building technology, and repair and maintenance. This includes the entire range of stage technology equipment for theatres, opera houses and concert halls. In addition, one of the company’s areas of expertise is the delivery of stage technology for event venues and cruise ships. In the field of intelligent building tech-nology, Stage Systems supplies and installs flexible stands and seating systems for sports venues and multi-functional buildings.

In the service and maintenance business, over 200 theatres, opera houses and event venues worldwide entrust the servicing of their stage equipment to the skills of the company’s highly qualified staff.

Innovation When developing product innovations, our focus is on heightening customer value and user friendliness. The solutions we offer always meet the highest demands in terms of noise emissions, maximum safety and flexibility as well as availability. The long-term focus is on refining drive systems and producing optimum solutions for upperstage and under-stage machinery tailored to individual projects and build-ings as well as on computerised control systems. We are also continually refining technical solutions relating to variable space acoustics in concert halls. Business development The 2014 fiscal year was a successful year for theWaagner-Biro Stage Systems Group. Sales revenues of EUR 48.6 million substantially exceeded the preceding year’s figure of EUR 34.0 million. At EUR 3.4 million, earnings before tax showed an improved profit (2013: EUR 0.9 million). With this result, the Stage Systems division has come another decisive step closer to achieving its goal of stable, long-term performance and profitability.

—STAGESYSTEMS—



the outdated and unwieldy old winches removed within a very short time period of only 5 months. The work was completed on October 3rd ; the official opening took place on October 9th, 2014.—

—After a long evaluation process, Waagner-Biro Austria Stage Systems was chosen from among four competitors and awarded the contract for this project. The special challenge was the replacement of the upperstage machin-ery. More than 100 new winches had to be installed and

—ON THE BAY

ESPLANADE THEATRESSINGAPORE—


—The Grieg Hall in Bergen, Norway, was built in the mid-1970s. It is among the most frequently used concert halls in the Scandinavian region. The architecture has the shape of a grand piano and is one of the most prominent landmarks of Bergen. The Grieg Hall houses the Bergen Nasjonale Opera as well as the world-famous Bergen Filharmoniske Orkester, which celebrates its 250th anniversary in 2015. Waagner-Biro carried out extensive renovation work during the summer break of 2014 in the extremely short time window of slightly more than three months..

—GRIEGHALLEN

GRIEGSAALREFURBISHMENT—

In the large hall, the entire upperstage machinery with over 50 drive systems as well as the fly tower, proscenium and portal area had to be replaced. In the second hall, the Peer Gynt Hall, Waagner-Biro installed four new stage platforms. The opening of the anniversary season was on October 16th, 2014 in the renovated concert hall and was celebrated in the presence of the Norwegian Minister for Culture. Following three new-build projects – the concert halls in Kristiansand and Stavanger as well as the cultural centre in Stjørdal – the Grieg Hall was the first renovation project to be successfully completed in Norway.—



Waagner-Biro Stage Systems was successful worldwide in 2014 and was able to achieve a good order intake of EUR 45.3 million (2013: EUR 43.5 million). Thus the order backlog as of the end of 2014 is EUR 63.4 million (2013: EUR 66.9 million).

The most remarkable project completions include the stage control system of the Nuovo Parco Della Musica e Della Cul-tura in Florence; the complete renovation and replacement of the machines and control technology at the Esplanades Theatre on the Bay in Singapore; and the complete renovation of the Grieg Hall in Bergen, Norway. The challenge of the latter two projects lay in the extremely tight time frame in which they had to be realised. Less than a year passed from the customer decision to completion. During the few weeks of the summer break, Waagner-Biro had brought each and every component of technical stage equipment of the two theatres to state-of-the-art. In both theatres, the outdated technology was replaced by cutting-edge, quiet and efficient machines and drive systems; in addition, the control systems of the equipment were brought to state-of-the-art – with the highest level of safety for all working in the theatre.

These projects are just two of many examples demonstrat-ing the status quo of the European stage systems market. The overwhelming proportion of orders is for renovation or modification projects. New-build projects for major cultural venues are carried out only rarely in Europe at the moment. By contrast, in Asia, new cultural centres with multifaceted possibilities are being created in urban growth regions.

An exciting new project is being implemented in Latvia.For the construction of the Giant Amber concert hall,Waagner-Biro Stage System delivered an adjustable hall floor as well as orchestra platforms, with the help of which the space can be changed from a concert hall into a level ball-room. The installation will be completed by the middle of 2015.Other projects awarded in 2014 were: stage technology

equipment for the Teatro Colon in Bogotá, Colombia;a revolving stage and a lifting platform for a multi-functional building in Doha, jointly with Waagner-Biro Stahlbau; as well as a 6D flight robot system for the Max Planck Institute in Tübingen. In order to research the stress on the human body, 8 machines move a test person through the room three-dimensionally at a maximum speed of 5 metres per second and an acceleration from standstill to maximum in only 1 second and with additional 3 rotation axes – a true 6D cable robot. Completion is scheduled for early 2015.

After construction delays, the installation work at the “Staatsoper Unter den Linden” in Berlin began in 2014. It is planned to have a large proportion of the very complex upperstage and understage machinery installed over the course of 2015. Installation work has also resumed at the Elb Philharmonie in Hamburg. Initial installations have been done in the smaller hall, and the overhead machinery has been installed in the large hall. The large stage landscape in the main hall will be installed over the course of 2015.

Other projects brought Waagner-Biro to China (Show Theater in Xishuangbanna), to Kure and Kurume in Japan, to Stjørdal in Norway and, beyond that, onto the world's oceans. We were again successful in landing jobs for the installation of stage technology systems on cruise ships.


—With a length of 335 metres, the “Quantum of the Seas” is the largest cruise ship ever built in Germany. Two of the most attractive areas are the “Royal Theater” in the bow of the ship as well as the “Two70,” a multi-media adventure room in the stern. 25 computer-controlled drive systems are available in a narrow space at the “Royal Theatre,” which seats an audience of up to 1,300. Despite the confined space,

six scissors lift platforms on the main stage and a 3-piece orchestra platform could be installed. They are flanked by six independently mobile stage wagon systems. At first glance, the “Two70” is a chill lounge with catering and a fabulous 270-degree panoramic vista of the sea but, in a second flat, it can be transformed into a multi-media show and adventure room. The huge panoramic glass front is blacked out and

—QUANTUM OF THE SEAS—



a seamlessly projected panorama picture takes the audi-ence into another world. A massive robotic arm, installed by Waagner-Biro, is lowered from the ceiling on which six high-resolution video panels move. From the dance floor in the foreground rises a ring-shaped podium with a secondary platform and revolving disc. Runway lifts on the sides and large oval lifts to the left and right augment the stage togeth-

er with three actor lifts, dispersed in the room, which, in the midst of the audience, let the performers emerge out of the ground. Owing to the excellent performance and quality, Waagner-Biro was able to impress both Meyer Werft and the RCI shipping company.—


Diversified approach and flexible activities“With regard to the ongoing development of the business field, the opportunities and the result of the past fiscal year were very satisfactory. This is a confirmation of our corporate strategy as well as of the high level of commit-ment and the broad expertise of our employees.Thanks to our diversified approach and the f lexible activities of the individual business areas, we were able to defend the position of the company in our market sectors and reduce the risk associated with the various cyclical market forces.

The premium added value we are able to offer our cus-tomers – in particular in tailor-made projects – is based on our versatile approach, our broad technical know-how as well as our production expertise, which ensure a high level of customer satisfaction and customer loyalty. The result is that our company is frequently recommended as a preferred vendor or partner for their most prestigious projects.”

George OrtonMember of the Board Qualter, Hall & Co. Ltd.

Service portfolioThe broad service portfolio offered by Qualter, Hall & Co. Ltd. includes the special machinery such as transportation systems, braking systems, winch systems and skip extraction systems for the mining industry. The services offered also extend to extraction equipment, selected bridge systems and technical facilities for ports such as roll-on/roll-off ramps, door systems and much more.

Innovation Qualter Hall analyses existing designs and systems on a con-tinuous basis, so the solutions it develops are always highly innovative and at the same time especially practice-oriented.

The company has an internal development plan in place for its mining and extraction projects that deals with theoptimisation of electronic braking systems, enhancement of system safety and reliability as well as the optimisation of signal transmission and communications in mines. In addition, the company supports strategically important customers with product development. Current examples for such initiatives are the testing and construction of different operating systems for various movable bridges and the devel-opment of transport systems for nuclear waste. The portfolio is rounded off by consulting services on production processes and on simplifying manufacturing processes.

Business developmentAt EUR 23.1 million, Qualter Hall slightly improved its sales revenue in comparison to 2013 (EUR 22.7 million). Likewise, the EBT of EUR 2.3 million is higher than last year (EUR 2.1 million). Incoming orders also showed a positive development, with EUR 27.6 million (2013: EUR 21.4 million). The order backlog at the end of 2013 was EUR 23.6 million as compared to EUR 18.3 million in 2013.With the four divisions Project Engineering, Manufacturing, Mining and Controls, Qualter Hall is broadly positioned. Utilisation of capacity was outstanding in 2014, particularly

—QUALTERHALL—



—A cable railway was commissioned at a leisure park in South Korea in 2014. The design and manufacturing of the railway took place at the English branch in Barnsley, before it was installed at the ChooChoo leisure park in the Gangwon province. The park

offers many facilities for skiing, nature hiking, golfing and other leisure activ-ities. The new inclined cable railway facilitates smooth transition between the individual stops.—

—KOREA

CABLE RAILWAYGANGWON—


in mining, with the Cleveland Potash Mine project among others contributing to the outcome. In this division, Qualter Hall was able to ensure its unique position in the English market. However, the generally difficult economic climate is clearly noticeable, and the subdued level of investments in the UK is the result.

All in all, capacity utilisation was satisfactory in 2014. This applies in particular to many customer projects in the new nuclear transportation segment and the established segment for rail transportation solutions.

The Scale Lane Bridge realised by Qualter Hall in Hull in the UK continues to get awards both in the region and on an international scale. Pedestrians and cyclists can walk and drive on this unique swing bridge while it is in motion. In ad-dition, the bridge has a viewing area. On account of its svelte design in black steel and its distinctive shape, the bridge has become a memorable landmark that reflects the industrial and maritime heritage of Hull.

The bridge has received many awards, among them the Canal and River Trust – Living Waterways Award, Structural Steel Design Award, World Architectural News Transport Award, World Architectural Festival Transport Award, Civic Trust Award, the Royal Institute of Architects Award and the American Institute of Architects (UK Chapter) Design Awards.

Despite the difficult market environment, Qualter Hall is sticking to its export strategy. Successful business trans-actions include but are in no way limited to an order of a processing plant for the Cleveland Potash Mine, the produc-tion of new rail components for the British railway industry, orders in the area of mechanical extraction and servicing as well as the award of a long-term supply contract, within the scope of which Qualter Hall will supply components for the installation of the flood protection facilities along the Thames Estuary. Good export opportunities are seen in the context of the renovation of presses in shipyards.



—LA BIENNALE

VENICE—

—Waagner-Biro has been a partner of the Austrian pavilion at the Biennale in Venice for several years now. After the award-winning installation in 2011, we acted again in 2014 as sponsor of the Architecture Biennale, internationally probably the event with the highest profile in this field. Commissioner Christian Kühn dedicated himself to the concept of Parliament. The exhibition at the Austrian Pavilion sought answers to this theme from different perspectives. All national parliament buildings in the world, numbering around 200, were shown in the main room of the pavilion – a parliament of parliaments, documented

through the use of models, site plans and data with respect to the individual buildings. This assembly demonstrated the messages architects of parliament buildings are often burdened with and must cope with: national identity, everlasting duration, conformity with historical role models as well as a compulsive representation of a new beginning. With the dome of the Reichstag in Berlin and the roof construction of the National Assembly in Vienna, Waagner-Biro has made significant and exemplary contributions to the architectural embodiment of democracy in Europe.—


“Waagner-Biro is an attractive employer that appeals to highly qualified candidates who love to work in a challenging international environment.” This guiding principle was both goal and starting point for numerous activities of the Human Resources Department in 2014.

In order to improve the corporate identity on the labour market, we redesigned and professionalised the visual appearance and the options of communicating with potential applicants – especially internationally – via the business network platform “LinkedIn”. The career page on the Waagner-Biro Homepage was redone. Brief and concise videos, in which the company is presented by associates in a convincing and appealing way, were produced in collaboration with the “Whatchado” Internet platform.

— HUMAN —RESOURCES

In order to convey in a clear and simple manner both inter-nally and externally what exactly Waagner-Biro stands for and how we act in collaboration on the team and with cus-tomers, a code of conduct was developed within the scope of the strategy process. Furthermore, an animated film was produced that transmits the key messages of our corporate philosophy with humour and catchy images.

DownloadJunaio App

Scan pagewith AR content

EnjoyAugmented Reality

http://www.waagner-biro.com/en/career/welcome)

http://www.waagner-biro.com/en/career/welcome)



The highlight of the 2014 strategy process was the “Strategy Day” held in October 2014, when the strategic orientation was presented. While visiting six differently designed interactive stations, all associates working at the Vienna site as well as many colleagues from our international branches were given the opportunity to learn something about various aspects of the most important strategic cornerstones, such as process improvement, customer orientation, use of resources, inno-vation, communication as well as growth.

The international alignment of Waagner-Biro is not only proven by its projects but also by the composition of its staff. Of the 275 employees in Vienna, 18% are not native-born Austrians. As of the reporting date of December 31, 2014, the Waagner-Biro Group employed a total of 1,315 men and women. This increase in comparison with the previous year (1,207) was spread across all locations.

Other activities in the past fiscal year included the Waag-ner-Biro “Fit Programme”, driven by the wish to promote the personal health of our employees with even greater zeal. The athletic programmes ranged from Nordic walking, to foot-ball and to training sessions for the Vienna City Marathon. Yoga classes for beginners and advanced learners, eye Qi-Gong and nutritional counselling completed the multifacet-ed offer that will also be carried forward in 2015.

Within the Human Resources Management, efficient personnel processes were further developed with a special emphasis on the on-boarding process of new employees. Monitored by the HR Department, management personnel are supported in shaping the first months of new employees in a such a way that he or she can exercise their responsi-bility on the team after a short time, be well-informed and furnished with the necessary basics to do the job properly.

Whatchado shooting at Waagner-Biro

2011 2012 2013 2014

Bridge Systems 876 738 763 834

Stahlbau 105 100 129 160

Stage Systems 141 150 147 150

Qualter, Hall & Co 128 126 135 135

Waagner-Biro AG (Holding) 33 35 34 36

Total 1.283 1.149 1.207 1.315

WORKFORCE NUMBERS


COMPLIANCE

Waagner-Biro has defined the concept of compliance com-prehensively. Besides compliance with statutory provisions, Waagner-Biro is committed to respectful relationships with all stakeholders such as customers, partners and suppliers. A code of conduct helps everyone to act in accordance with the values and general principles of the Waagner-Biro Group. It applies to all levels of management and staff at Waagner-Biro but also extends to suppliers and customers.

The code of conduct can be found on the company’s website www.waagner-biro.com (under Company/Compliance).

CORPORATE SOCIAL RESPONSIBILITY

Waagner-Biro is committed with all its heart to its corporate social responsibility. In the following, we describe a selection of projects Waagner-Biro has supported in 2014.

SOCIETY

Qualter Hall provided support to the Motor Neurone Disease Association (MNDA) in England in 2014. George Orton, CEO of Qualter Hall, and his team took part in the “Great North Run” and found numerous sponsors that supported the good cause.

Waagner-Biro Bridge Systems is a partner of ICEP (Institute for Cooperation in Development Projects) and is directly involved in infrastructure projects in Africa.

FINE ARTS

Architectural innovations and design are an important concern of Waagner-Biro Stahlbau. The following institu-tions and associations were partners of the Austrian group in 2014: Architekturzentrum Wien (AzW-Architectural Centre Vienna), Venice Biennale, Turn On Festival, Vienna Advances in Architectural Geometry Symposium, London Technical University, Vienna, and many more.Through Waagner-Biro Austria Stage Systems, the Group has been a partner of Vereinigte Bühnen Wien as well as Burgtheater Vienna for many years. In 2014, Waagner-Biro Austria Stage Systems also supported the jubilee celebra-tions of the Volkstheater.

ENVIRONMENT

Strict compliance with statutory environmental standards as well as our own environmental standards has top priority for Waagner-Biro both in the implementation of projects and the manufacturing of products. In the value creation processes such as project management, product develop-ment, procurement, logistics and commissioning, we make sure that systematic economical use is made of resources. Environmental design, in conjunction with our customers and responsible sourcing with our suppliers are pursued in tandem with productivity and cost-effectiveness. This Business Report, for example, was printed on FSC-certified paper, to underscore sustainable business conduct.

—CORPORATE

RESPONSIBILITY—



With an order backlog of EUR 213 million, the Waag-ner-Biro Group has created a solid basis for 2015. There are enough projects on the market to ensure a healthy economic development of Waagner-Biro in the future. Owing to the tense macroeconomic conditions worldwide and the unstable political situation in certain markets, it is difficult to forecast which projects will actually be awarded and realised in 2015.

The main focus of our sales activities will be on the existing markets in Europe, the Middle East and South East Asia in the next fiscal year. For the further improvement of internal processes, the standardisation project launched in 2014 will be carried forward. In addition, Waagner-Biro has migrated the Vienna location as well as partial areas in the UK and Dubai to a new ERP system as of January 2015. All other branches around the world will follow in the next three years.

—OUTLOOK—SPECIAL EVENTS AFTER THE BALANCE SHEET DATE

No events of major significance with a material influence on the company occurred between the end of the financial year and the time of this report going to press.

— COMPETENCE, INNOVATION, PERFORMANCE —46

WAAGNER-BIRO ANNUAL REPORT 2014 47THE COMPANYTHE YEAR 2014

—CONSOLIDATED FINANCIAL STATEMENTS

Architectural Bridge IndonesiaThe Musi II Bridge, an architectural bridge over the Musi River in Palembang, consists of several arches of different sizes. It will be the first of its kind in Indonesia and is sched-uled to be completed in 2015.

—CONSOLIDATED

FINANCIALSTATEMENTS 2014—


Note EUR EUR EUR31.12.2014

EUR31.12.2013

EUR K

A. Non-current assets

I. INTANGIBLE ASSETS 1. Capitalized development costs (1) 1,971,000 1,398 2. Industrial property rights (1) 1,823,000 2,342 3. Goodwill (1) 31,095,000 30,154 4. Advance payments (1) 1,272,000 0

36,161,000 33,894

II. TANGIBLE ASSETS 1. Land and buildings, including building on land owned by others (2) Land 1,530,000 1,820 Buildings 5,523,000 4,631 7,053,000 6,451 2. Technical plant and machinery (2) 4,002,000 2,786 3. Other equipment, fixtures and furnishings (2) 2,302,000 2,509 4. Prepayments and assets under construction (2) 228,000 3,325

13,585,000 15,071

III. FINANCIAL ASSETS 1. Interests in Group companies (3) 151,000 144 2. Securities (book-entry securities) held as non-current assets (3) 780,000 723 3. Other loans (3) 35,000 8

966,000 875

IV. RECEIVABLES AND OTHER ASSETS 1. Trade receivables (6) 1,256,000 872 2. Other receivables and assets (6) 210,000 79

1,466,000 951

V. DEFERRED TAXES (4) 4,387,000 5,98756,565,000 56,778

B. Current assets

I. INVENTORIES 1. Raw materials and consumables (5) 3,382,000 4,717 2. Finished products (5) 2,366,000 5,049 3. Prepayments (5) 3,272,000 4,812 4. Less prepayments received (5) -3,272,000 -4,812

5,748,000 9,766

II. RECEIVABLES AND OTHER ASSETS 1. Trade receivables (6) 87,808,000 69,687

III. OTHER RECEIVABLES AND ASSETS 1. Receivables from Group companies (6) 22,000 0 2. Other receivables and assets (6) 4,284,000 3,331 3. Other prepaid expenses (8) 1,081,000 901

5,387,000 4,232

IV. CASH AND CASH EQUIVALENTS (7) 5,518,000 8,108104,461,000 91,793

Total assets 161,026,000 148,571

AS OF DECEMBER 31, 2014 – IFRSASSETS

CONSOLIDATED STATEMENTOF FINANCIAL POSITION



Note EUR EUR31.12.2014

EUR31.12.2013

EUR K

A. Equity

I. SHARE CAPITAL (9) 7,000,000 7,000

II. RESERVES (9) 47,516,000 40,526

III. MINORITY INTERESTS (10) 1,393,000 1,29255,909,000 48,818

B. Non-current dept

I. PROVISIONS 1. Provisions for severance payments (11) 6,248,000 5,652 2. Provisions for pensions (11) 865,000 920 3. Deferred taxes (4) 93,000 38 4. Other non-current provisions (11),(12) 5,309,000 4,962

12,515,000 11,572

II. LIABILITIES 1. Liabilities to banks (13) 3,166,000 4,305 2. Prepayments received 0 466 3. Trade payables (14) 91,000 365 4. Other liabilities (16) 707,000 882

3,964,000 6,01816,479,000 17,590

C. Current debt

I. PROVISIONS 1. Tax provisions (12) 335,000 1,277 2. Other current provisions (12) 10,928,000 16,885

11,263,000 18,162

II. LIABILITIES 1. Liabilities to banks (13) 5,173,000 8,294 2. Prepayments received on account of orders 27,779,000 16,505 3. Trade payables (14) 37,379,000 31,000 4. Liabilities to Group companies (15) 218,000 228 5. Other liabilities (16) 6,598,000 7,822 6. Deferred income (16) 228,000 152

77,375,000 64,00188,638,000 82,163

Total assets 161,026,000 148,571

EQUITY AND LIABILITIES


CONSOLIDATED INCOME STATEMENT

FOR THE PERIOD FROM JANUARY 1, UNTIL DECEMBER 31, 2014 – IFRS

Note2014 EUR

2014 EUR

2013 EUR K

2013EUR K

1. Sales revenues (17) 250,183,000 197,3572. Changes in inventories of finished goods, work in progress an unbilled services -2,742,000 -1,689

3. Other own work capitalized 1,775,000 580

4. Other operating income (18) 6,201,000 1,784255,417,000 198,032

5. Material and other purchased services (5) -161,765,000 -109,222

6. Personnel expenses (20) -48,265,000 -44,765

7. Depreciation and amortisation (1),(2) -3,864,000 -3,053

8. Other operating expenses (19) -29,583,000 -29,679-243,477,000 -186,719

9. Operating result (EBIT) 11,940,000 11,313

10. Interest income (21) 234,000 330

11. Interest expenses (22) -355,000 -576

12. Financial result -121,000 -246

13. Earnings before taxes (EBT) 11,819,000 11,067

14. Taxes on income and profit (4) a) current taxes on income and profit -1,207,000 -2,424 b) deferred taxes on income -1,740,000 -2,947,000 1,607 -817

15. Profit after tax 8,872,000 10,250

16. Minority interests in profit / loss -305,000 -515

17. Profit after minorities 8,567,000 9,735

18. Consolidated result 8,567,000 9,735



CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM JANUARY 1, UNTIL DECEMBER 31, 2014 – IFRS

2014 EUR

2014 EUR

2013 EUR K

2013EUR K

1. Net income 8,872,000 10,250

2. Actuarial gains (losses) -180,000 -85

3. Income taxes on actuarial gains (losses) 45,000 60

4. Net income recognized directly in equity -332,000 -258

5. Other comprehensive income from items that will never be reclassified -467,000 -283

6. Exchange rate differences 3,464,000 -971

7. Change in IAS 39 reserve 30,000 -2

8. Income taxes on change in IAS 39 reserve 0 0

9. Other comprehensive income from items that are to be reclassified upon the occurence of certain conditions 3,494,000 -973

10. Other income for the period 3,027,000 -1,256

11. Consolidated comprehensive income before minorities 11,899,000 8,994

12. Minority interests in profit / loss -333,000 -515

13. Consolidated comprehensive income 11,566,000 8,479


IFRS

CASH FLOW FROM OPERATIONS2014

EUR K2013

EUR K

(+/-) Earnings before tax (EBT) 11,819 11,067

(+/-) Minority shareholders´ share in profit / loss -305 -515

(+/-) Interest income 121 246

(+/-) Profit / loss on disposal of non-current assets -2,258 -84

(+/-) Depreciation / write-ups of non-current assets 3,834 3,055

(+/-) Changes in non-current provisions 943 1,714

Gross cash flow 14,154 15,483

(+/-) Changes in inventories including prepayments 4,018 1,074

(+/-) Changes in trade receivables, other receivables and accruals -18,191 934

(+/-) Changes in trade liablities, other liabilities and accruals 15,580 1,280

(+/-) Changes in current provisions -6,899 5,020

(+/-) Non-cash changes in deferred taxes -1,740 1,607

(-) Tax payments -1,207 -2,424

(+/-) Changes recognized directly in equity 3,332 -761

(+/-) Exchange rate differences -1,983 634

Net cash flow from operating activities (OCF) 7,064 22,847

(-) Investments in property, plant and equipment and intangible assets -5,049 -6,085

(-) Investments in financial assets -27 -7

(+) Proceeds from disposals of property, plant and equipment and intangible assets 4,611 112

(+) Proceeds from disposals of financial assets 0 96

(+) Interest received 234 330

Net cash flow from investing activities (ICF) -231 -5,554

(+/-) Borrowing and repayment of financial liabilities -4,260 -13,402

(-) Interest paid -355 -576

(+) Proceeds from minority interests 0 21

(-) Distributions to shareholders -4,576 -3,432

(-) Distribution to minority shareholders -232 -277

Net cash flow from financing activities (FCF) -9,423 -17,666

Net change in cash and cash equivalents -2,590 -373

(-) Cash and cash equivalents at start of year 8,108 8,454

(+) Cash and cash equivalents acquired with subsidiaries 0 27

(+) Cash and cash equivalents at end of year 5,518 8,108

Change -2,590 -373

CONSOLIDATED STATEMENTOF CASH FLOWS



IFRS

Share capital

EUR K

Capitalreserves

EUR K

Retainedearnings

EUR K

IAS 39reserve

EUR K

Actuarialgains

(losses)EUR K

Net profit for the

yearEUR K

Currencytrans-lationEUR K

TotalEUR K

Minorityinterests

EUR K

TotalequityEUR K

As of January 1, 2013 7,000 2,897 9,158 -86 -241 25,491 -1,785 42,434 1,009 43,443

Consolidated result 0 0 235 0 0 9,500 0 9,735 515 10,250

Other comprehensive income 0 0 -48 -2 -25 -210 -971 -1,256 0 -1,256

Comprehensive income 0 0 187 -2 -25 9,290 -971 8,479 515 8,994

Dividends 0 0 0 0 0 -3,432 0 -3,432 -277 -3,709

Shareholder contribution 0 0 0 0 0 0 0 0 0 0

Reversal of capital reserves 0 0 0 0 0 0 0 0 0 0

Changes from acquisitions 0 0 0 0 0 75 -7 68 0 68

Other changes 0 0 580 0 0 -605 2 -23 45 22

As of December 31, 2013 7,000 2,897 9,925 -88 -266 30,819 -2,761 47,526 1,292 48,818

As of January 1, 2014 7,000 2,897 9,925 -88 -266 30,819 -2,761 47,526 1,292 48,818

Consolidated result 0 0 0 0 0 8,567 0 8,567 305 8,872

Other comprehensive income 0 0 -289 30 -135 -42 3,435 2,999 28 3,027

Comprehensive income 0 0 -289 30 -135 8,525 3,435 11,566 333 11,899

Dividends 0 0 0 0 0 -4,576 0 -4,576 -232 -4,808

Shareholder contribution 0 0 0 0 0 0 0 0 0 0

Reversal of capital reserves 0 0 0 0 0 0 0 0 0 0

Changes from acquisitions 0 0 0 0 0 0 0 0 0 0

Other changes 0 0 0 0 -153 153 0 0 0 0

As of December 31, 2014 7,000 2,897 9,636 -58 -554 34,921 674 54,516 1,393 55,909

Net equity as ofDecember 31, 2014 7,000 0 47,516 0 0 0 0 54,516 1,393 55,909

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


1. THE COMPANY

Waagner-Biro Aktiengesellschaft is an Austrian stock cor-poration registered in Vienna. Its principal object is to hold investments in medium-sized national and international steel construction and mechanical engineering companies. Waagner-Biro Aktiengesellschaft, together with its subsidi-aries (referred to hereinafter as the “Waagner-Biro Group”), is a group of companies pursuing international activities in the four strategic business segments of bridge construction, steel-glass structures, stage systems and special machinery. Its primary sales markets are in Central, Southern and East-ern Europe, the Gulf region, Africa and Asian countries. The company is the ultimate parent of the Waagner-Biro Group, which is registered in Austria at the address 1220 Vienna, Leonard-Bernstein-Straße 10.

The average number of employees in the Group was 1,355 in 2014 and 1,183 in 2013.

The consolidated financial statements are prepared under the direction of the Management Board and reviewed by the Supervisory Board.

2. ACCOUNTING AND VALUATION PRINCIPLES

ACCOUNTING PRINCIPLES

Pursuant to § 245a of the Austrian Commercial Code (UGB), the consolidated financial statements of the Waa-gner-Biro Group as of December 31, 2014 were prepared in compliance with the International Financial Reporting Standards (IFRS and IAS) published by the International Accounting Standards Board (IASB), as applicable in the European Union. All of the mandatory interpretations applicable for 2014 that were issued by the International Financial Reporting Interpretations Committee (IFRIC) or its predecessor, the Standing Interpretations Committee (SIC), were also observed. By way of these IFRS consoli-dated financial statements, Waagner-Biro AG has prepared, pursuant to § 245a of the Austrian Commercial Code (UGB), exempting consolidated financial statements according to internationally acknowledged accounting principles.

EXPLANATORY NOTES ON REVISEDOR NEW IFRS PROVISIONS

Since the preparation of the consolidated financial state-ments as of 31.12.2013, the following standards and interpre-tations have either been revised or have become mandatory for the first time because of their adoption in EU law or their entry into force:

—NOTES TO THE CONSOLIDATEDFINANCIAL STATEMENTS

AS OF DECEMBER 31, 2014 ALL AMOUNTS IN THOUSAND EUROS—

Standard/Interpretation Content Effective from1)

IFRS 10 Consolidated Financial Statements 1.1.2014IFRS 11 Joint Arrangements 1.1.2014IFRS 12 Disclosure of Interests in Other Entities 1.1.2014IAS 27 (revised 2011) Separate Financial Statements 1.1.2014IAS 28 (revised 2011) Investments in Associates and Joint Ventures 1.1.2014Amendments to IFRS 10, IFRS 12 and IAS 27 Investment Entities 1.1.2014

IAS 32 (revised 2011) Offsetting Financial Assets and Financial Liabilities 1.1.2014IAS 36 (revised 2011) Recoverable Amount Disclosures for Non-Financial Assets 1.1.2014IAS 39 (revised 2013) Novation of Derivatives and Continuation of Hedge Accounting 1.1.2014Amendments to IFRS 10, IFRS 12 and IAS 27 Transition Guidance 1.1.2014

1) applicable to financial years beginning on or after the indicated date



The application of these standards and interpretations does not have a material effect on the consolidated financial statements.The standards and interpretations set forth below have been adopted by the IASB, and with the exception of IFRS

The above list is a summary of the changes that are relevant to the Waagner-Biro Group. The effects of the revised or amended standards when applied for the first time are not evaluated at present. The new accounting regulations are not expected to exert a material influence on the consolidated financial statements.

The consolidated financial statements were prepared ac-cording to the historical cost method, except for plan assets pursuant to IAS 19, and derivative financial instruments and available-for-sale financial assets pursuant to IAS 39, which are measured at fair value as of the reporting date.

METHODS AND SCOPE OF CONSOLIDATION

The consolidated financial statements encompass Waa-gner-Biro AG and all of the principal wholly or majori-ty-owned subsidiaries.

All companies whose financial and business policies are controlled by the Group are classified as subsidiaries. As a general rule, such control is deemed to exist if Waagner-Biro AG holds more than 50% of the voting rights in a company either directly or indirectly.

9 and IFRS 15, endorsed by the EU. The application of the accounting rules envisaged by these pronouncements is not yet mandatory, but apart from IFRS 9 and IFRS 15, is admissible prematurely for the 2014 financial year.

Companies that are controlled by way of economic influ-ence were likewise fully consolidated in the consolidated financial statements.

Subsidiaries that are not consolidated for reasons of im-materiality, and other investments, are recognised at cost or fair value according to the provisions concerning the measurement of available-for-sale financial assets (IAS 39). The variances from full consolidation and measurement at equity are insignificant.

All business combinations are recognised by applying the purchase method. This entails netting the acquisition cost of the shares in the consolidated subsidiaries against the pro rata net assets based on the fair values of the acquired subsidiaries’ assets and liabilities at the time of acquisition or assumption of control. Costs arising in connection with business combinations are recognised as an expense in the other operating expenses.

Remaining goodwill is allocated to the relevant cash-gen-erating unit, which is then tested for impairment. Negative goodwill is immediately recognised in profit or loss in com-pliance with the provisions of IFRS 3.

Standard/Interpretation Content Effective from1)

IAS 19 Defined Benefit Plans: Employee Contributions 1.2.2015

Various Annual Improvements to IFRSs 2010–2012 1.7.2014

Various Annual Improvements to IFRSs 2011–2013 1.7.2014

IFRIC 21 Levies 17.6.2014

IFRS 14 Regulatory Deferral Accounts 1.1.2016

IFRS 15 Revenue from Contracts with Customers 1.1.2017 2)

IFRS 9 Financial Instruments 1.1.2018 2)

Amendments to IFRS 7, IFRS 9 and IAS 39

Hedge Accounting 1.1.2018 2)

1) applicable to financial years beginning on or after the indicated date2) not yet adopted by the EU


The minority interests in the equity and profit or loss are recognised separately in both the consolidated statement of financial position and the consolidated income statement.

Companies that are acquired or sold during the course of the year are recognised in the consolidated financial state-ments from the effective date of purchase or until the disposal date. The subsidiaries’ financial statements are prepared by apply-ing uniform accounting methods and for the same reporting period as the financial statements of the parent company. All intragroup receivables, liabilities and cost allocations, including profits and losses resulting from intragroup trans-

ADDITIONS 2013:Due to changed economic circumstances, Waagner-Biro Bin Butti Engineering L.L.C., UAE was fully consolidated for the first time in the 2013 financial year with effect from 01.01.2013.

DISPOSALS 2014:In the 2014 financial year, the liquidation of Jenbacher Holdings (UK) Ltd, GB, was finalised and the company was eliminated from the scope of consolidation as of 01.01.2014. The effects resulting from the deconsolidation are immaterial.

actions, if material, are eliminated in full. The deferred taxes prescribed by IAS 12 are recognised for temporary differences arising from consolidation.

The figures in the consolidated financial statements are commercially rounded to the nearest EUR 1,000 (one thou-sand euros, EUR K). The totals of rounded amounts and percentages may be subject to rounding differences caused by automatic data processing.

As of December 31, 2014, the scope of consolidation included the following companies:

SUBSIDIARIESAustria

Waagner-Biro Bridge Systems AG, Vienna 100%

Waagner-Biro Stahlbau AG, Vienna 100%

Waagner-Biro Austria Stage Systems AG, Vienna 100%

Waagner-Biro Immobilienverwaltungs GmbH, Linz 100%

WBB Stahl- und Maschinenbau AG i.A., Linz 100%

International

P.T. Waagner-Biro, Indonesia, RI 100%

Waagner-Biro Philippines, Inc., RP 100%

Waagner-Biro Limited, GB 100%

Waagner-Biro Gulf L.L.C., UA E 100%

Waagner-Biro Bin Butti Engineering L.L.C., UA E 100%

Waagner-Biro Emirates Contracting L.L.C., UA E 100%

Waagner-Biro Qatar WLL, Qatar 49%

Qualter, Hall & Co Ltd., GB 100%

Waagner-Biro Bavaria Stage Systems GmbH, D 100%

Waagner-Biro Luxembourg Stage Systems S.A., L 51%

Waagner-Biro Spain Stage Systems S.A., E 100%

Waagner-Biro UK Stage Systems Ltd., GB 100%

PARENTWaagner-Biro Aktiengesellschaft, Vienna



The following companies were not consolidated for reasons of immateriality:

CURRENCY TRANSLATION

Transactions in foreign currenciesIn the individual financial statements of the consolidated Group companies, transactions in foreign currencies are translated into the relevant functional currency of the company at the exchange rate in effect on the date of the transaction. Foreign exchange gains and losses resulting from translation on the transaction and balance sheet dates are recognised in the consolidated income statement. If possible, currency risks are hedged by means of forward exchange and swap contracts.

Offsetting of exchange rate differencesIn the current annual financial statements, the expenses and income arising from exchange rate differences have been offset and only the surplus was recognised. In the relevant currencies, the amounts of the claims and obligations are balanced (closed foreign exchange positions from eligible asset and liability items). The amount of foreign exchange gains/losses recognised in profit or loss in the financial year under review is EUR 525K (2013: EUR -1,003K).

Translation of individual foreign currency financial statementsThe Group’s default currency is the euro (EUR). Pursuant to IAS 21, the annual financial statements incorporated in the consolidated financial statements and prepared in foreign currencies are translated into euros by applying the functional currency concept. The functional currency of all the companies is the relevant national currency because the companies conduct the financial, economic and organi-sational aspects of their businesses autonomously. Assets and liabilities are translated at the mean exchange rate on the reporting date, and income statement items are trans-lated using the average rate for the financial year. Equity is translated at the historical exchange rate on the date of first consolidation.

Since 2005, goodwill from the acquisition of foreign sub-sidiaries has been recognised at the exchange rate on the acquisition date, allocated to the acquired company, and translated at the exchange rate on the reporting date. The re-sulting foreign exchange differences (if any) are recognised directly in equity.

The table below contains the euro exchange rates used for translation purposes:

AustriaWaagner-Biro Beteiligungsverwaltungs GmbH, Vienna 100%

InternationalWaagner-Biro Germany GmbH, D 100%Waagner-Biro Spólka z o.o., PL 100%Waagner-Biro Stage Systems (Shanghai) Co., Ltd., CHN 100%OOO “Waagner-Biro Moskau Stage Systems”, RUS 100%

Currencies ISO-Code

Rate on reporting

date 31.12.2014

Rate on reporting

date 31.12.2013

Average rate2014

Average rate2013

British pound GBP 0.7803 0.8330 0.8057 0.8482US dollar USD 1.2161 1.3775 1.3289 1.3293UAE dirham AED 4.4630 5.0560 4.8796 4.8804Qatari riyal QAR 4.4230 5.0120 4.8383 4.8403Philippine peso PHP 54.4360 61.2890 58.9885 56.4972


ACCOUNTING AND VALUATION METHODS

Insofar as they were published in the Official Journal of the European Union by December 31, 2014 and had entered force by that date, revised and amended versions of existing IASs/IFRSs and interpretations, and new standards and interpretations were applied when the consolidated financial statements were being prepared. The option of applying revised, amended or new standards and interpretations prematurely was not exercised.

GOODWILL FROM BUSINESS COMBINATIONS

Goodwill is recognised pursuant to IFRS 3 and tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.

Negative goodwill is immediately recognised in profit or loss pursuant to IFRS 3 after a reassessment of the identifiable assets and liabilities. Negative goodwill arising before March 31, 2004 from consolidation or another form of busi-ness combination is offset against retained earnings.

INTANGIBLE AND TANGIBLE ASSETS

Intangible assets acquired for a consideration are recognised in the statement of financial position at cost less amortisa-tion and write-downs.

For internally generated intangible assets, a distinction is made between the research and development phases of the production period. Costs incurred in the research phase are recognised immediately in profit or loss. Development costs likewise qualify as an expense in the current period. Recognition takes place only when future inflows of cash are expected that will cover not only the normal costs, but also the relevant development costs. In addition, all recognition criteria stipulated by IAS 38 must be satisfied collectively. Internally generated intangible assets are measured at pro-duction cost less amortisation and write-downs.

Tangible assets (property, plant and equipment) are meas-ured at cost less accumulated depreciation and impairment losses.

The production cost of internally generated intangible and tangible assets contains all direct costs and reasonable por-tions of the overheads incurred during production.

Borrowing costs that are directly attributable to the acquisi-tion, construction or production of a qualifying asset are rec-ognised as part of the cost of that asset. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. In the 2014 financial year, borrowing costs in the amount of EUR 210K were recognised (2013: EUR 223K). The interest rates were between 3.77% and 4.67%.

Government grants for assets are deducted from the ac-quisition cost. Cost subsidies are recognised in the income statement as other operating income in the period in which the associated expenses are recognised.

Costs incurred for an asset in subsequent periods are capi-talised only if they give rise to a substantial increase in the future utility of the asset (e.g. through extended application options or a significant extension of its useful life).

Intangible assets and depreciable tangible assets are am-ortised (depreciated) by the straight-line method over the expected useful economic life of the relevant asset. Assets acquired during the financial year are depreciated pro rata temporis from the month in which the asset becomes avail-able. The Austrian companies of the Waagner-Biro Group adopt the half-year convention for depreciation. Full annual depreciation is applied to acquisitions that enter service in the first half of the financial year, and one-half of the annual depreciation is applied to acquisitions that enter service in the second half of the financial year. The same applies accordingly to depreciable assets that are disposed of. Com-pared with depreciation pro rata temporis, the consequences are immaterial in the relevant cases stated herein. As in the previous year, the depreciation rates were calculated on the basis of the following useful lives:



The remaining carrying amounts and useful economic lives are regularly reviewed and adjusted if appropriate.

Assets with an individual acquisition cost of less than EUR 400 (low-value assets) are fully written off in the year of acquisition and immediately treated as disposals in the statement of changes in assets.

RENTED OR LEASED ASSETS

If all material risks and rewards incidental to ownership of a rented or leased asset are transferred to the Waagner-Biro Group (finance leases), the related items are recognised as assets. The property, plant and equipment underlying the leases are recognised at the present value of the minimum lease payments and depreciated over the expected useful life. At the same time, the liabilities arising from the future lease payments are recognised at the present value of the outstanding liabilities as of the reporting date. As of December 31, 2014, finance lease liabilities amounted to EUR 942K (2013: EUR 1,096K).

Lease payments under an operating lease are recognised as an expense on a straight-line basis over the lease term.

IMPAIRMENT

Assets (except inventories and deferred tax assets) are tested for indications of impairment as of each reporting date. Goodwill is tested for impairment shortly before each reporting date even if there is no indication of impairment.

Impairment tests performed on goodwill, other intangible assets and tangible assets are chiefly based on the estimated future discounted net cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Factors such as lower sales revenues and therefore lower net cash flows, as well as changes in the applied discount rates, can give rise to an impairment. The recoverable amount is estimated for the individual assets. If this is not possible, the cash-generating unit to which the asset belongs is assessed.

If the cause of an impairment loss recognised in the past for an asset other than goodwill ceases to exist, the impairment is reversed and the amortised cost is reinstated.

Goodwill was subjected to an impairment test pursuant to IFRS 36, the outcome of which did not result in an impair-ment charge for the 2014 financial year (2013: EUR 0K).

Useful life in years from

Useful life in years to

Intangible assetsCapitalised development costs 5 7Industrial property rights 3 15

Tangible assetsLand and buildings, including buildings on land owned by others 5 50Technical plant and machinery 3 15Other equipment, fixtures and furnishings 3 15


NON-CURRENT FINANCIAL ASSETS

All of the financial assets held by the Waagner-Biro Group are classified either as “available for sale” or as “loans and receivables”. The non-current financial assets contain shares in non-consolidated subsidiaries, securities held as non-cur-rent assets and loans.

Although shares in non-consolidated subsidiaries also qualify as available-for-sale financial instruments, they are measured at acquisition cost because an active market for the companies does not exist and the fair values cannot be reliably determined without undue expense. A lower fair value is recognised if there is any indication that such a value exists.

Securities classified as available for sale are measured at fair value pursuant to IAS 39. Value changes are recognised directly in equity. In the 2014 financial year, value changes in the amount of EUR 30K were recognised (2013: EUR -2K).

Loans are grouped with receivables for measurement purposes and are measured at amortised cost. Non-inter-est bearing and low-interest loans are recognised at their present value.

DEFERRED TAXES

Deferred taxes are calculated by the balance sheet liability method for all temporary differences between the tax bases and the IFRS carrying amounts for assets and liabilities. The probable tax benefits from unused tax loss carryforwards are also taken into account. Excluded from this extensive deferred taxation are taxable temporary differences arising from the first-time recognition of goodwill.

Deferred tax assets are recognised only if the tax benefit received is sufficiently likely to be realised. The amount is calculated at the regular rate of income tax for the country concerned at the time the difference is likely to be reversed. For Austrian companies, the tax rate is 25%.

Deferred taxes relating to items recognised directly in equity are likewise taken directly to equity. The deferrals are presented in the other result according to the relevant underlying transaction.

Deferred tax claims and liabilities are offset if the deferrals relate to a single tax authority.

INVENTORIES

Inventories are recognised either at acquisition or produc-tion cost, or at the net realisable value on the reporting date. The net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of com-pletion and the estimated costs necessary to make the sale.Acquisition cost is generally calculated by the sliding aver-age price method.

Work in progress and finished goods are measured at pro-duction cost. The production cost contains all direct costs and reasonable portions of the overheads incurred during production. General administration and selling costs, as well as interest on borrowed capital, are not included in the production cost.

TRADE RECEIVABLES

Trade receivables are recognised at nominal value less im-pairments for recognisable individual risks.

Non-interest bearing and low-interest receivables are discounted. Receivables in foreign currency are measured at the exchange rate on the reporting date, or if the exchange rate is hedged, at the hedged rate.

Customer retentions in connection with building contracts that have not been completed (retentions to secure warranty claims) are generally replaced by bank guarantees.

CONSTRUCTION CONTRACTS

If the preconditions of IAS 11 are satisfied, construction contracts are measured by the percentage of completion method. Under this method, the expected contract revenues are recognised as sales revenues according to the proportion of work completed. The stage of completion is determined according to the ratio of costs incurred to the estimated total costs (cost to cost method). Additions are recognised if they will likely be accepted by the customer and can be reliably



measured. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only in the amount of the contract costs incurred. When it is probable that total contract costs will exceed contract revenue, the entire expected loss is recognised immediately as an expense.

Prepayments received and any instalments are deducted from the receivables from construction contracts. Any negative balance arising from this practice is recognised as a liability.

OTHER RECEIVABLES AND ASSETS

The other receivables are recognised at nominal value less allowances for possible bad debts.The other assets contain only derivative financial instru-ments with a positive fair value that are used to hedge against foreign exchange risks. Derivative financial instru-ments classified as held for trading are measured at fair value pursuant to IAS 39.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash and bank credit balances.

OBLIGATIONS TO EMPLOYEES

Pension obligationsOn the basis of individual commitments, the Waagner-Biro Group is obliged to pay retirement pension benefits to a retiree or his widow. This defined benefit obligation is not matched by assets specifically earmarked for this purpose. The full amount of the obligation is therefore recognised as a provision. Pension benefits are payable exclusively to an employee who has already retired.

The required provision is determined as of the relevant re-porting date according to an actuary’s report in compliance with applicable Austrian tax regulations. A restatement to reflect the provisions of IAS 19 revised did not take place for reasons of materiality.

The valuations as of December 31, 2014 and 2013 are based on the following assumptions:

Defined contribution pension commitments also exist for certain employees. The associated costs are recognised as an expense at the time they are incurred. During the 2014 financial year, regular contributions to national and inter-national employee pension funds amounted to EUR 652K (2013: EUR 548K).

SEVERANCE OBLIGATIONS

Under Austrian labour law, the company is obliged to pay defined severance benefits to employees who entered service before January 1, 2003 when they cease working for the company because of termination of retirement. Employees who resign or are dismissed for good cause are not entitled to such severance benefits. The amount of the severance payment depends on the number of years of service and the

2014 2013 Interest rate 6% 6%

Pension increase 2.50% 2.50%

Life expectancy AVÖ 2008-P AVÖ 2008-P


qualifying remuneration level at the time of departure. It ranges between two and twelve times the amount of month-ly remuneration. A provision is set up for these obligations.

The amount of the provision is determined by the project-ed unit credit method. An actuarial model is applied to calculate the present value of future payments accruing over an employee’s estimated period of service. Value changes arising from adjusted interest rate and pension parameters (actuarial gains and losses) are recognised directly in equity in the year of their occurrence pursuant to IAS 19 (R 2011). The amount is calculated as of the relevant reporting date according to an actuary’s report.

OTHER NON-CURRENT OBLIGATIONS TO EMPLOYEES

The Waagner-Biro Group has obligations under collective agreements to pay long-service bonuses to employees who reach a certain number of years of service (25+ years of ser-vice). A provision has been formed to meet this obligation.

This provision is calculated by applying essentially the same methods and assumptions used to determine the severance payment obligations. At variance with the provision for sev-erance payments, however, a fluctuation deduction of 25% is made. In addition, actuarial gains and losses arising from provisions for long-service bonuses are recognised immedi-ately in profit or loss pursuant to IAS 19 (R 2011).

For employment contracts commencing after December 31, 2002, the provisions of the “new” regulations for sever-ance benefits must be applied. Under the new system, for every qualifying month of employment and certain other qualifying periods, the employee acquires a vested right to a severance payment irrespective of the length of service and the manner in which the employment is terminated. This is a defined contribution scheme, in which the assets are transferred to an employee benefit fund to cover the obligation. The regular contribution to the employee benefit fund totalled EUR 184K in the 2014 financial year (2013: EUR 167K) and is recognised under expenses for severance payments.

The valuations as of December 31, 2014 and 2013 are based on the following assumptions:

OTHER PROVISIONS

Other provisions are recognised when the company has a legal or actual obligation to a third party arising from a past event and it is likely that such obligation will give rise to an outflow of funds. The provisions are based on the best avail-able estimates of the amounts required as of the reporting date. If making a reasonable estimate is not possible, no provision is formed. If the present value of a provision based on a market rate of interest is materially different from the nominal value, the present value is recognised.

2014 2013 Interest rate 3.00% 3.00%

Salary increase 2.50% 2.50%

Retirement age for women 60 *) 60 *)

Retirement age for men 65 *) 65 *)

Life expectancy AVÖ 2008-P AVÖ 2008-P

*) Taking into account the interim provisions of the 2003 pension reform legislation. The increase in the retirement age for female employees from 2024 is taken into account.



TAXES

The income tax expense recognised for the financial year encompasses the income tax of the individual companies, calculated according to taxable income and the tax rates applicable in the relevant countries (actual taxes), and the change in deferred taxes.

In Austria, Waagner-Biro Aktiengesellschaft is the parent company of the Waagner-Biro consolidated tax group. The group members have undertaken to pay the corporate income tax on their profits to the parent. Losses incurred by the group members are treated as internal loss carryforwards and are offset against subsequent profits. A member leaving the group receives compensation for losses transferred to the parent that have yet to be offset against profits. In compli-ance with the tax apportionment agreement, Waagner-Biro Aktiengesellschaft recognises the corporate income tax of the group members as income.

Dividend payments by P.T. Waagner-Biro, Indonesia, to the parent company are taxed at source in Indonesia. The tax rate is 10%.

FINANCIAL LIABILITIES

Except for derivative financial instruments as defined by IAS 39, the Waagner-Biro Group classifies financial liabilities as “other financial liabilities”; they are measured first at fair val-ue less directly attributable transaction costs and thereafter at amortised cost. If the amount repayable is lower or higher, the recognised amount is written down or up by the effective interest method.

Derivative financial instruments are recognised in profit or loss at fair value (financial liabilities at fair value through profit or loss).

The financial liabilities of the Waagner-Biro Group en-compass finance loans, trade payables, other liabilities and derivative financial instruments with a negative fair value.

CONTINGENT LIABILITIES

Contingent liabilities are possible or existing obligations for which an outflow of resources is not likely. Such liabilities are not recognised in the financial statements, but indicated in the notes.

NON-CURRENT ASSETS AND DISPOSALGROUPS HELD FOR SALE

Non-current assets and disposal groups held for sale are non-current and current asset components, as well as debts associated with the same, that have already been sold or clas-sified as held for sale. This classification is applied as soon as the held-for-sale criteria of IFRS 5 are satisfied. From the time of classification as held for sale, the assets are no longer depreciated. They are measured at the lower of the carrying amount and net disposal value (selling price less costs to sell). The disposal groups held for sale are shown separately in the statement of financial position. The amount recog-nised for the prior period is not adjusted. There is no separate disclosure in the income statement.

REVENUE RECOGNITION

Revenue from the sale of goods is recognised when all of the material risks and rewards associated with ownership of the supplied goods have been transferred to the buyer (com-pleted contract method). Income from services not associ-ated with a project is recognised according to the extent of services performed by the reporting date. As regards revenue recognition in connection with construction contracts, refer to the relevant explanatory notes.

FINANCE EXPENSES AND INCOMEFROM FINANCIAL INVESTMENTS

Finance expenses encompass the interest and interest-relat-ed expenses incurred for borrowings and finance leases, as well as losses from the disposal or write-down of financial assets.

Income from financial investments includes realised inter-est, dividends and similar income from investments in cash and cash equivalents, and income from the retirement and write-up of financial assets.


Interest is apportioned on an accrual basis by applying the effective interest method. Dividends are recognised when the shareholders’ legal entitlement to receive payment arises.

RESEARCH AND DEVELOPMENT COSTS

All research costs are charged to expense. Development costs must be capitalised when the following conditions are satisfied verifiably and collectively: — It is technically feasible to complete the intangible

asset, thereby ensuring its availability for internal use or sale.

— The entity intends and is able to complete the intangi-ble asset and either use it or sell it.

— The asset will generate future economic benefits.Resources are available to complete the asset.

— The expenditure attributable to the intangible asset during its completion can be reliably measured.

As of December 31, 2014, development costs in the amount of EUR 1,219K (2013: EUR 579K) were capitalised in the consolidated financial statements.

In the 2014 financial year, research and development costs totalled EUR 4,550K (2013: EUR 4,725K).

RISK MANAGEMENT

Monitoring and managing financial risks are integral constituents of the accounting and controlling activities per-formed throughout the Waagner-Biro Group. Continuous controlling and regular reporting take place to increase the probability of major risks being identified promptly, so that counter-measures can be taken if necessary. Nonetheless, the effectiveness of the monitoring and risk control system cannot be guaranteed. In 2014, the principal risks to the business of the Waagner-Biro Group arose in particular from the Group’s dependence on the general economic climate, the award of large orders and its ability to generate appropri-ate sales revenues, with a corresponding profit margin, from a healthy order book. Unexpected cost increases and diffi-culties in achieving the guaranteed performance parameters of the construction works delivered by Waagner-Biro also constitute significant risks. The financial difficulties of indi-

vidual euro area countries and the persistent strain on the general economy likewise pose a risk to the Waagner-Biro Group’s financial development. A further risk arises from the possible weakening of economic activity in the devel-oping world. Economic weakness could trigger additional delays or the suspension of existing or prospective projects. The cancellation of existing contracts could have a negative impact on the order book of the Waagner-Biro Group. Such an effect could, in turn, exert a detrimental influence on the capacity utilisation of the Group’s production facilities. A complete or partial write-down of goodwill resulting from acquisitions could also affect the Waagner-Biro Group’s results if the business targets for the relevant companies cannot be achieved. Apart from this danger, the risk of al-lowances being required for wholly or partially uncollectible trade receivables is always present. For a large portion of the orders, the risk of non-payment by customers is reduced by the provision by banks of security for payments and the con-clusion of export insurance policies. Individual bad debts can nonetheless have a substantial negative influence on the Group’s results. Extensive insurance coverage is generally also obtained for supplies to countries in which the extent of political risk is classified as average or very high. Interest and exchange rate risks are minimised and controlled through the use of derivative financial instruments, particularly forward exchange contracts and swaps. For orders billed in a foreign currency, the net currency position is hedged by con-cluding forward contracts. Cash flow risks are monitored by way of monthly cash flow reports. With a view to further re-ducing financial risk and enhancing the monitoring, control and measurement of the financial and liquidity positions, the Waagner-Biro Group is continuously improving its treasury guidelines and treasury information systems.

Waagner-Biro avoids dependence on a single bank. In order to safeguard this independence, only a certain volume of all key financial products (cash and cash equivalents, financial liabilities, non-current financial assets, guarantees and derivatives) is procured from an individual bank. The insolvency of one or several banks would nevertheless exert a significant negative inf luence on the results and equity of the Waagner-Biro Group.



USE OF ESTIMATES

In compliance with generally accepted accounting and val-uation methods pursuant to IFRS, management is required to make estimates and assumptions when preparing the consolidated financial statements which influence both the amount and recognition of assets and liabilities as of the re-porting date, and the income and expenses recorded during the reporting period.

In view of the assumptions set forth below, there is a signif-icant risk of assets and liabilities requiring material adjust-ments in the next financial year.

IMPAIRMENT OF INTANGIBLE AND TANGIBLE ASSETS

Impairment tests performed on goodwill, other intangible assets and tangible assets are chiefly based on the estimated future discounted net cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Factors such as lower sales revenues and there-fore lower net cash flows, as well as changes in the applied discount rates, can give rise to an impairment.

CONSTRUCTION CONTRACTS

The assessment of construction contracts until project com-pletion, particularly with regard to accounting for change orders, the amount of contract revenues to be deferred by the POC method, and the estimate of the likely contract outcome, is based on expectations concerning the future de-velopment of such contracts. The revision of such estimates can give rise to adjustments to assets and thus materially influence the results of subsequent periods.

PROVISIONS FOR WARRANTIES

The Waagner-Biro Group remains legally or contractually li-able for defects and damage arising from completed projects. For specifically named warranty cases, a provision is formed in the amount of the expected claims. The provision is an estimate of the future expenses, the actual amount of which can differ depending on the rehabilitation requirements.PROVISIONS FOR LITIGATION

The outcome of lawsuits cannot be forecast with any cer-tainty. To the extent estimates were possible, appropriate provisions have been formed in the consolidated financial statements. The actual results of lawsuits can differ from these assessments.

OBLIGATIONS TO EMPLOYEES

The actuarial measurement of pensions, severance pay-ments and long-service bonuses is based on assumptions concerning discount rates, salary increases and mortality tables. Changes in the parameters triggered by shifts in the economic climate can give rise to higher or lower provisions and personnel expenses.

DEFERRED TAXESDeferred taxes are calculated on the basis of the tax rates that will apply, according to current legislation, at the time the temporary differences are settled. Tax rate changes can give rise to a reassessment of the recognised deferred taxes.


3. EXPLANATORY NOTES TO THE STATEMENT OF

FINANCIAL POSITION AND INCOME STATEMENT

1. INTANGIBLE ASSETS AND GOODWILL

Intangible assets and goodwill changed as follows in the 2014 financial year:

Capitalised development

costsEUR K

Industrial property rights

EUR KGoodwill

EUR K

Prepay-mentsEUR K

TotalEUR K

Acquisition costsAs of 31.12.2013 3,830 8,663 36,298 0 48,791Transfers 0 -116 0 169 53Additions 1,219 174 0 1,103 2,496Disposals -999 -10 0 0 -1,009Exchange rate differences 3 22 941 0 966As of 31.12.2014 4,053 8,733 37,239 1,272 51,297Accumulated depreciation As of 31.12.2013 2,432 6,321 6,144 0 14,897Transfers 0 -116 0 0 -116Additions 649 700 0 0 1,349Disposals -999 -10 0 0 -1,009Exchange rate differences 0 15 0 0 15As of 31.12.2014 2,082 6,910 6,144 0 15,136Carrying amount as of 31.12.2013 1,398 2,342 30,154 0 33,894Carrying amount as of 31.12.2014 1,971 1,823 31,095 1,272 36,161

2013 financial year:

Capitalised development

costsEUR K

Industrial property rights

EUR KGoodwill

EUR K

Prepay-mentsEUR K

TotalEUR K

Acquisition costsAs of 31.12.2012 3,251 8,933 36,613 0 48,797Additions 579 100 0 0 679Disposals 0 -360 0 0 -360Exchange rate differences 0 -10 -315 0 -325As of 31.12.2013 3,830 8,663 36,298 0 48,791Accumulated depreciation As of 31.12.2012 1,871 5,966 6,144 0 13,981Additions 561 722 0 0 1,283Disposals 0 -360 0 0 -360Exchange rate differences 0 -7 0 0 -7As of 31.12.2013 2,432 6,321 6,144 0 14,897Carrying amount as of 31.12.2012 1,380 2,967 30,469 0 34,816Carrying amount as of 31.12.2013 1,398 2,342 30,154 0 33,894



Goodwill is tested for impairment by applying the discount-ed cash flow method to compare the value in use with the carrying amount. The calculation is performed on the basis of pre-tax cash flows. The future cash inflows are based on detailed internal projections for the forthcoming financial year and simplified projections for the subsequent three years. They originate from past outcomes and management’s best estimate of future developments. Projections beyond the detailed planning period are based on a consistent pattern of development unless material reasons indicate oth-erwise. The final planning year is used as the basis for deter-mining the cash flows in perpetuity. The perpetuity is based on a growth factor of 1.5%. When calculating the amount of an impairment, a deduction for risk in the amount of 25% is applied to the perpetuity.

The cost of capital is the weighted average cost of equity and borrowed capital (WACC), calculated on the basis of the capital asset pricing model. Cash flows are discounted as a general rule with a WACC of 7.7% before taxes (2013: 8,4%).

The freedom from impairment of all goodwill amounts was thus confirmed. A sensitivity analysis indicated that the goodwill would not be carried at more than the recoverable amount even in case of a 10% increase in the discount rate (7.7%). Accordingly, there is no need to recognise an impairment loss.


2. TANGIBLE ASSETSTangible assets developed as follows in the 2014 financial year:


Land and buildings

EUR K

Technical plant and

machineryEUR K

Other equip-ment, fixtures

and furnis-hingsEUR K

Prepayments and assets

under const-ruction

EUR KTotal

EUR KAcquisition costsAs of 31.12.2013 8,722 14,702 6,767 3,325 33,516Transfers 1,963 1,383 116 -3,506 -44Additions 1,389 359 526 279 2,553Disposals -2,888 -362 -91 0 -3,341Exchange rate differences 702 1,319 336 130 2,487As of 31.12.2014 9,888 17,401 7,654 228 35,171Accumulated depreciation As of 31.12.2013 2,271 11,916 4,258 0 18,445Transfers 0 9 116 0 125Additions 891 799 825 0 2,515Disposals -538 -362 -88 0 -988Exchange rate differences 211 1,037 241 0 1,489As of 31.12.2014 2,835 13,399 5,352 0 21,586Carrying amount as of 31.12.2013 6,451 2,786 2,509 3,325 15,071Carrying amount as of 31.12.2014 7,053 4,002 2,302 228 13,585

Land and buildings

EUR K

Technical plant and

machineryEUR K

Other equip-ment, fixtures

and furnis-hingsEUR K

Prepayments and assets

under const-ruction

EUR KTotal

EUR KAcquisition costsAs of 31.12.2012 7,073 14,690 6,369 743 28,875First-time consolidation 326 143 67 0 536Transfers 0 0 5 -5 0Additions 1,492 605 672 2,637 5,406Disposals -3 -291 -231 0 -525Exchange rate differences -166 -445 -115 -50 -776As of 31.12.2013 8,722 14,702 6,767 3,325 33,516Accumulated depreciation As of 31.12.2012 1,953 11,781 3,784 0 17,518First-time consolidation 38 43 44 0 125Transfers 0 -6 6 0 0Additions 332 723 715 0 1,770Disposals -3 -277 -217 0 -497Exchange rate differences -49 -348 -74 0 -471As of 31.12.2013 2,271 11,916 4,258 0 18,445Carrying amount as of 31.12.2012 5,120 2,909 2,585 743 11,357Carrying amount as of 31.12.2013 6,451 2,786 2,509 3,325 15,071



Tangible assets in the amount of EUR 500K (2013: EUR 2,243K) have been pledged as collateral for issued bank guarantees.

3. FINANCIAL ASSETS

Financial assets changed as follows in the 2014 financial year:


Interests in Group

companiesEUR K

SecuritiesEUR K

Other loansEUR K

TotalEUR K

Acquisition costsAs of 31.12.2013 155 1,063 8 1,226Additions 0 0 27 27Disposals 0 0 0 0Exchange rate differences 7 27 0 34As of 31.12.2014 162 1,090 35 1,287Accumulated depreciation As of 31.12.2013 11 340 0 351Additions 0 0 0 0Disposals 0 0 0 0Appreciation 0 -30 0 -30As of 31.12.2014 11 310 0 321Carrying amount as of 31.12.2013 144 723 8 875Carrying amount as of 31.12.2014 151 780 35 966

Interests in Group

companiesEUR K

SecuritiesEUR K

Other loansEUR K

TotalEUR K

Acquisition costsAs of 31.12.2012 230 1,072 97 1,399Changes in scope of consolidation -73 0 0 -73Additions 0 0 7 7Disposals 0 0 -96 -96Exchange rate differences -2 -9 0 -11As of 31.12.2013 155 1,063 8 1,226Accumulated depreciation As of 31.12.2012 11 338 0 349Additions 0 2 0 2Disposals 0 0 0 0As of 31.12.2013 11 340 0 351Carrying amount as of 31.12.2012 219 734 97 1,050Carrying amount as of 31.12.2013 144 723 8 875


Interests in Group companies relate to shares in subsidiaries that are not included in the consolidated financial statem-ents for reasons of immateriality.

The securities consist of shares in diverse investment funds. They cover the provisions for pensions in compliance with §§ 14 and 116 of the Austrian Income Tax Act (EStG) and severance payment claims at foreign subsidiaries.

4. DEFERRED TAXES

Temporary differences between the carrying amounts in the IFRS consolidated financial statements and the relevant tax bases affect the deferred tax items recognised in the statement of financial position as follows:

31.12.2014EUR K

31.12.2013EUR K

Deferred tax assets

Non-current assets 13 123

Current assets 173 251

Provisions for severance payments and pensions 298 301

Other provisions 68 100

Liabilities 142 29

Loss carryforwards 7,477 7,4618,171 8,265

Thereof unrecognised 0 0

Netting of deferred tax assets and liabilities -3,784 -2,278

Deferred tax assets 4,387 5,987

Deferred tax liabilitiesNon-current assets 162 130

Current assets 3,451 2,064

Provisions for severance payments and pensions 2 2

Other provisions 233 120

Liabilities 29 0

3,877 2,316

Netting of deferred tax assets and liabilities -3,784 -2,278

Deferred tax liabilities 93 38

Deferred taxes (net) 4,294 5,949



On the basis of current tax regulations, it can be assumed that the differences between the carrying amount for tax purposes and the proportionate share in the equity of the consolidated subsidiaries arising from retained earnings will remain largely untaxed. Accordingly, no deferred taxes were recognised.

Deferred tax assets for loss carryforwards were recognised to the extent these are likely to be netted against future taxable profits. According to current legislation, the use of tax loss carryforwards is not subject to any time limits.

Income taxes break down as follows:

In the year under review, deferred tax assets in the amount of EUR 45K (2013: EUR 60K) on items posted directly in equity were likewise recognised directly in equity.

The reasons for the difference between the anticipated tax burden (notional tax expense) and the recognised income tax expense are illustrated in the table below:

2014EUR K

2013EUR K

Current taxes on income -1,207 -2,424

Change in deferred tax assets/liabilities -1,740 1,607

Total -2,947 -817

2014EUR K

2013EUR K

Earnings before tax 11,819 11,067

Notional tax expense 2,955 2,767

Tax expense as per income statement 2,947 817

Difference to be reconciled -8 -1,950

Reasons for the difference:Reduction in tax burden due to:

Change in recognised deferred taxes on loss carryforwards 0 2,296

Effect of different tax rates 473 354

Tax income from prior periods 116 0

Miscellaneous tax allowances and other permanent differences 284 104

Increase in tax burden due to:

Change in recognised deferred taxes on loss carryforwards -102 0

Withholding taxes -610 -690

Non-deductible expenses -96 -75

Other -57 -39

Reconciled difference 8 1,950


5. INVENTORIES

Inventories are comprised of raw materials and consumables as well as finished goods and merchandise. Inventories break down as follows:

The cost of materials recognised in the incomestatement consists of the following:

6. RECEIVABLES AND OTHER ASSETS

31.12.2014EUR K

31.12.2013EUR K

Raw materials and consumables 3,382 4,717

Finished goods and merchandise 2,366 5,049

Inventory prepayments 3,272 4,812

Less prepayments received -3,272 -4,812

Total 5,748 9,766

31.12.2014EUR K

31.12.2013EUR K

Trade receivables 89,064 70,559

Receivables from Group companies 22 0

Other receivables and assets 4,494 3,410

Other prepaid expenses 1,081 901

Total 94,661 74,870

31.12.2014EUR K

31.12.2013EUR K

Materials 75,101 66,732

Purchased services 86,664 42,490

Total 161,765 109,222



The receivables recognised in the statement of financial position have the following maturities as of the reporting date:

When testing trade receivables for impairment, consider-ation is given to any change in the creditworthiness of the relevant customer between the setting of the time allowed for payment and the reporting date. Impairment losses were calculated paying due regard to both the provision by banks

of security for payments and the export insurance policies concluded.

Bad debt allowances for trade receivables developed as follows:

Adjustments for country risks in the amount ofEUR 0K (2013: EUR 895K) were deducted fromthe trade receivables.

CurrentEUR K

Non-currentEUR K

TotalEUR K

Trade receivables 87,808 1,256 89,064

Receivables from non-consolidated subsidiaries 22 0 22

Other receivables and assets 4,284 210 4,494

Other prepaid expenses 1,081 0 1,081

Total 93,195 1,466 94,661

CurrentEUR K

Non-currentEUR K

TotalEUR K

Trade receivables 69,687 872 70,559

Receivables from non-consolidated subsidiaries 0 0 0

Other receivables and assets 3,331 79 3,410

Other prepaid expenses 901 0 901

Total 73,919 951 74,870

2014EUR K

2013EUR K

Allowances at the beginning of the year 16,588 16,415

Transfers 1,458 0

Exchange rate changes 32 -12

Addition 873 1,115

Use -5,249 -828

Reversal -71 -102

Allowances at the end of the year 13,631 16,588

As of 31.12.2014

As of 31.12.2013


The receivables from construction contracts(trade receivables) contain the following amounts:

The table below shows a breakdown of trade receivables by due dates:

The receivables from Group companies relate to thefollowing companies:

The other receivables are comprised of:

31.12.2014EUR K

31.12.2013EUR K

Contract costs incurred as of the reporting date plus recognised profits/less recognised losses 147,734 103,072Less prepayments and instalments received -105,213 -78,004Total 42,521 25,068

31.12.2014EUR K

31.12.2013EUR K

Not due 70,395 54,9421–90 days past due 9,186 6,41691–180 days past due 1,883 4,963More than 180 days past due 7,600 4,238Total 89,064 70,559

31.12.2014EUR K

31.12.2013EUR K

Credit balances with tax authorities 2,127 1,368Education and research incentives 501 0Prepaid expenses 472 636Guarantee deposits 429 506Claims 185 185Temporary retentions 174 0Loans 157 88Receivables from employees 129 116Other 320 511Total 4,494 3,410

31.12.2014EUR K

31.12.2013EUR K

OOO “Waagner-Biro Moskau Stage Systems” 22 0



7. CASH AND CASH EQUIVALENTS

8. PREPAID EXPENSES

9. EQUITY

The reported share capital of Waagner-Biro Aktienge-sellschaft remains unchanged year-on-year at EUR 7,000K. It is divided into 2,860,000 no-par registered shares.

Shareholders have the usual rights and benefits conferred under the Austrian Stock Corporations Act, including the right to payment of dividends, as determined by the shareholders’ meeting on the basis of the parent company’s individual financial statements prepared according to the Austrian Commercial Code (UGB), and the right to vote at the shareholders’ meeting.

The reserves comprise capital reserves, retained earnings including the net profit for the year, and the accumulated translation reserves (see Attachment 4).

For 2014, the Management Board proposes a dividend of EUR 2.00 per share in issue. The distribution for 2013, in the amount of EUR 4,576K, which corresponds to a dividend of EUR 1.60 per share, was proposed by the Management Board and adopted by the 15th annual shareholders’ meeting on April 29, 2014. The dividend was paid out to the shareholders on May 5, 2014.

10. MINORITY INTERESTS

The minority interests contain shares in the equity of subsid-iaries held by non-Group shareholders. In 2014, dividends totalling EUR 232K (2013: EUR 277K) were paid to such third-party shareholders.

The following subsidiaries have minority shareholders:

31.12.2014EUR K

31.12.2013EUR K

Cash in hand 84 57Bank balances 5,434 8,051Total 5,518 8,108

31.12.2014EUR K

31.12.2013EUR K

Prepaid expenses 1,081 901

2014 2013

Waagner-Biro Luxembourg Stage Systems S.A., LUX 49.00% 49.00%

Waagner-Biro Qatar WLL, Qatar 51.00% 51.00%


LIABILITIES

11. OBLIGATIONS TO EMPLOYEES (SOCIAL CAPITAL)

Provisions for pensions

Provisions for severance payments

Sensitivity scenario for interest rate changes in EUR K :

-0.5% Actual 3% +0,5%Current value (DBO) as of 31.12.2014 6,437 6,248 6,070

Service cost 172 164 156

Interest cost 101 115 128

Anticipated payments in 2015 -234 -234 -234

Anticipated value (DBO) as of December 31, 2015 6,476 6,293 6,120

2014EUR K

2013EUR K

Present value of severance payment obligations (DBO) as of January 1 5.652 5.247

Change in scope of consolidation 0 175

Adjustments 7 60

Service cost 159 260

Interest cost 109 173

Severance payments made -374 -293

Actuarial gains/losses 180 85

Change in foreign companies 515 -55

Present value of severance payment obligations (DBO) as of December 31 6.248 5.652

2014EUR K

2013EUR K

Present value of pension obligations (DBO) as of January 1 920 934

Change -55 -14

Present value of pension obligations (DBO) as of December 31 865 920

31.12.2014EUR K

31.12.2013EUR K

Provisions for severance payments 6,248 5,652

Provisions for pensions 865 920

Provisions for long-service bonuses 530 514

Total 7,643 7,086



Provisions for long-service bonuses

Sensitivity scenario for interest rate changes in EUR K :

Provisions changed as follows in the 2014financial year:

CurrenttaxesEUR K

PersonnelEUR K

Orderprocessing

EUR KOtherEUR K

TotalEUR K

As of January 1, 2014 1,277 4,258 13,535 4,054 23,124

Deconsolidation 0 0 0 -12 -12

Transfers 0 0 -1,458 0 -1,458

Consumption -1,187 -891 -8,464 -1,857 -12,399

Reversal 0 -26 -707 -146 -879

Creation 245 1,219 4,391 2,039 7,894

Exchange rate differences 0 78 120 104 302

As of December 31, 2014 335 4,638 7,417 4,182 16,572

Thereof non-current 0 530 2,857 1,922 5,309

Thereof current 335 4,108 4,560 2,260 11,263

Total 335 4,638 7,417 4,182 16,572

-0.5% Actual 3% +0.5%Current value (DBO) as of December 31, 2014 558 530 503

Service cost 46 42 39

Interest cost 14 15 17

Anticipated payments in 2015 -12 -12 -12

Anticipated value (DBO) as of December 31, 2015 606 575 547

12. PROVISIONS

2014EUR K

2013EUR K

Present value of long-service bonus obligations (DBO) as of January 1 514 504

Service cost 39 40

Interest cost 15 18

Long-service bonuses paid -36 -108

Actuarial gains/losses -2 60

Present value of long-service bonus obligations (DBO) as of December 31 530 514


Financial year 2013:

13. FINANCIAL LIABILITIES

The fair values of the financial liabilities correspond to the carrying amounts.

The fair values are calculated by discounting future pay-ments based on an assumed current market interest rate.

14. TRADE PAYABLES

The trade payables include a non-current amount of EUR 91K (2013: EUR 365K).

31.12.2014EUR K

31.12.2013EUR K

Creditors 36,914 31,210

Obligations under construction contracts 556 155

Total 37,470 31,365

Non-current

EUR KCurrent

EUR K31.12.2014 Total EUR K

Non-current

EUR KCurrent


Liabilities to banks

Current account overdrafts/cash advances 0 4,022 4,022 0 7,545 7,545

Financing loans 3,166 1,151 4,317 4,305 749 5,054

Total 3,166 5,173 8,339 4,305 8,294 12,599

Current taxesEUR K

PersonnelEUR K

Orderprocessing

EUR KOtherEUR K

TotalEUR K

As of January 1, 2013 460 4,031 8,536 3,597 16,624

Consumption -16 -952 -3,138 -1,383 -5,489

Reversal -48 0 -263 -74 -385

Creation 881 1,205 8,461 1,945 12,492

Exchange rate differences 0 -26 -61 -31 -118

As of December 31, 2013 1,277 4,258 13,535 4,054 23,124

Thereof non-current 0 514 2,952 1,496 4,962

Thereof current 1,277 3,744 10,583 2,558 18,162

Total 1,277 4,258 13,535 4,054 23,124



15. LIABILITIES TO GROUP COMPANIES

The liabilities to Group companies relate to thefollowing companies:

The other liabilities and deferred income break down as follows:

31.12.2014EUR K

31.12.2013EUR K

Outstanding accounts for project-related costs 2,834 1,523

Tax authorities 1,099 1,383

Finance leases for tangible assets 942 1,096

Health insurance funds 711 965

Profit-sharing/unclaimed dividends 497 272

Deferred rent grant 450 540

Personnel expenses and similar obligations 316 126

Deferred income 228 152

Creditors > 3 years 205 229

Debtors with credit balances 63 329

Joint ventures 40 1,900

Other 148 341

Total 7,533 8,856

Non-current

EUR KCurrent


Non-current

EUR KCurrent


Other liabilities 707 6,598 7,305 882 7,822 8,704

Deferred income 0 228 228 0 152 152

Total 707 6,826 7,533 882 7,974 8,856

16. OTHER LIABILITIES AND DEFERRED INCOME

31.12.2014EUR K

31.12.2013EUR K

Binder+Co AG, Gleisdorf 91 47

Waagner-Biro Stage Systems (Shanghai) Co., Ltd., CHN 57 60

Liaunig Industrieholding AG 41 43

Waagner-Biro Beteiligungsverwaltungs GmbH, Vienna 29 29

OOO “Moskau Stage Systems”, RUS 0 36

Waagner-Biro Germany GmbH, GER 0 13

Total 218 228


17. SALES REVENUES

2014EUR K

2013EUR K

Austria 8,468 8,667

EU 96,581 59,972

Rest of Europe 11,464 10,352

Asia 44,551 66,027

Gulf region 72,513 41,284

Africa 10,552 8,031

Rest of world 6,054 3,024

Total 250,183 197,357

2014EUR K

2013EUR K

Incentives for education and research 716 624

Expenses invoiced to third parties 634 100

Income from the derecognition of liabilities 532 50

Foreign exchange gains 525 0

Income from the sale of materials 229 0

Insurance indemnification 182 226

Rental income 120 133

Other 121 223

Total 3,059 1,356

2014EUR K

2013EUR K

Income from the disposal and write-up of non-current assets 2,263 91

Income from the reversal of provisions 879 337

Other 3,059 1,356

Total 6,201 1,784

Sales revenues consist of the following:

Disclosures concerning segment reporting are contained in the consolidated management report.

18. OTHER OPERATING INCOME

Other income contains:



19. OTHER OPERATING EXPENSES

Other operating expenses contain:

The auditing expenses attributable to the financial year total:

20. PERSONNEL EXPENSES

2014EUR K

2013EUR K

Wages and salaries 39,971 37,203

Statutory social security contributions 6,116 5,617

Expenses for severance payments 929 894

Expenses for pensions 799 733

Other social security expenses 450 318

Total 48,265 44,765

2014EUR K

2013EUR K

Fees for auditing annual financial statements (individual and consolidated) 131 142

Fees for other auditing services 73 22

Total 204 164

2014EUR K

2013EUR K

Rental and leasing expenses 5,091 5,017

Travel expenses and per diem payments 3,927 3,285

Freight and transport costs 2,777 2,407

Services received, including contract personnel expenses 2,399 1,874

Legal and consulting fees 2,118 1,980

Commission paid 1,893 2,682

Maintenance and repair costs 1,858 1,958

Insurances 1,773 1,451

Risk provisions and allowances 1,401 2,352

Office expenses (telephone/postage/supplies) 1,098 1,134

Warranty and guarantee fees 1,079 1,133

Other 4,169 4,406

Total 29,583 29,679


Average employee numbers were as follows:

21. INCOME FROM FINANCIAL INVESTMENT

22. FINANCE EXPENSES

The statement of cash flows is presented using the indirect method. The cash and cash equivalents encompass only cash in hand and bank balances. Interest received and paid is

classified as operating cash flows. There are no material non-cash transactions. More detailed information is contained in the statement of cash flows.

2014EUR K

2013EUR K

Interest and similar expenses 355 576

2014EUR K

2013EUR K

Interest and similar income 211 314

Income from other securities and loans held as financial assets 23 16

Total 234 330

2014EUR K

2013EUR K

Non-salaried staff 728 586

Salaried staff 625 597

Apprentices 2 0

Total 1,355 1,183

4. EXPLANATORY NOTES TO THE STATEMENT OF CASH FLOWS



5. FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets include, in particular, cash and cash equivalents, trade receivables and other receivables and derivatives. Financial liabilities are obligations to deliver cash or another financial asset to another

entity. In particular, these include liabilities to banks, finance lease liabilities and trade payables.

As of the reporting date, the financial instruments consist of the following (measured pursuant to IAS 39):

in EUR K

Measu-rement

category pursuant to IAS 39

Carrying amount

as of 31.12.2014

(Amortised) cost

Fair value recog-

nised directly in

equity

Fair value through profit or

loss

Fair value as of

31.12.2014

ASSETS Interests in Group companies AfS 151 151 151 *

Securities (book-entry securities) held as non-current assets

AfS 780 780 780

Other loans L&R 35 35 35

Trade receivables L&R 89,064 89,064 89,064

Receivables from Group companies L&R 22 22 22

Other receivables and assets L&R 3,448 3,448 3,448

Cash and cash equivalents L&R 5,518 5,518 5,518

EQUITY AND LIABILITIESLiabilities to banks FLaC -8,339 -8,339 -8,339 **

Trade payables FLaC -37,470 -37,470 -37,470Liabilities to Group companies FLaC -218 -218 -218Other liabilities and deferred income FLaC -6,434 -6,434 -6,434

BY CATEGORYLoans and Receivables L&R 98,087 98,087 0 0 98,087

Available for Sale AfS 931 151 780 0 931

Financial liabilities at amortised costs FLaC -52,461 -52,461 0 0 -52,461

*) Due to the absence of a reliable market value, interests in Group companies are recognised at amortised cost less impairments. **) Due to the fact that no market price was available, the fair values were measured at the present value of the associated payments, giving consideration to the

market parameters existing as of the reporting date.


The cash and cash equivalents, trade receivables and other financial receivables have predominantly short remaining terms. For this reason, the carrying amounts as of the re-porting date approximate the fair values. If market prices are not available, the fair values of non-current financial assets correspond to the present values of the associated payments, giving consideration to the market parameters prevailing at the time.

Trade payables and other financial liabilities generally have short maturities. The recognised values approximate the fair values. If market prices are not available, the fair values of liabilities to banks and finance lease liabilities correspond to the present values of the associated payments, giving consid-

eration to the market parameters prevailing at the time.The Waagner-Biro Group applies the following hierarchy to measure and recognise the fair values of financial instruments:

Level 1: Listed (unadjusted) prices on active markets for similar assets or liabilities.

Level 2: Procedures in which all input parameters exerting a material influence on the recognised fair value are either directly or indirectly observable.

Level 3: Techniques using input parameters that exert a material influence on the recognised fair value and are not based on observable market data.

in EUR K

Measu-rement

category pursuant to IAS 39

Carrying amount

as of 31.12.2013

(Amortised) cost

Fair value reco-

gnised directly in

equity

Fair value through profit or

loss

Fair value as of

31.12.2013

ASSETS Interests in Group companies AfS 144 144 144*

Securities (book-entry securities) held as non-current assets AfS 723 723 723Other loans L&R 8 8 8

Trade receivables L&R 70,559 70,559 70,559

Other receivables and assets L&R 2,915 2,915 2,915

Derivative financial instruments Hf T 28 28 28

Cash and cash equivalents L&R 8,108 8,108 8,108

EQUITY AND LIABILITIES Liabilities to banks FLaC -12,599 -12,599 -12,599**

Trade payables FLaC -31,365 -31,365 -31,365

Liabilities to Group companies FLaC -228 -228 -228

Derivative financial instruments Hf T -17 -17 -17

Other liabilities and deferred income FLaC -7,456 -7,456 -7,456

BY CATEGORY Loans and Receivables L&R 81,590 81,590 0 0 81,590

Available for Sale AfS 867 144 723 0 867

Financial liabilities at amortised costs FLaC -51,648 -51,648 0 0 -51,648

Held for Trading Hf T 11 0 0 11 11

*) Due to the absence of a reliable market value, interests in Group companies are recognised at amortised cost less impairments. **) Due to the fact that no market price was available, the fair values were measured at the present value of the associated payments, giving consideration to the

market parameters existing as of the reporting date.



6. OTHER INFORMATION

OTHER OBLIGATIONS ANDCONTINGENT LIABILITIES

Rent and lease agreementsThe Waagner-Biro Group has concluded operational rent and lease agreements with several parties. The agreements

Pending litigationAs of December 31, 2014, no litigation of material signifi-cance to the annual financial statements was pending.

Off-balance-sheet arrangementsAs of December 31, 2014, customers have been issued bank guarantees related to performance bonds in the amount of EUR 48,190K, advance payment refund guarantees in the amount of EUR 42,780K, performance-related guarantees in the amount of EUR 5,690K and bid bonds in the amount of EUR 2,180K.

In addition, cash and guarantee facilities of subsidiaries in the amount of EUR 8,879K were secured by way of bank guarantees.

As the risk to the Group arising from these guarantees can be regarded as extremely low, a provision does not need to be recognised.

Contingent liabilitiesContingent liabilities which, for lack of certainty, are not to be recognised in the balance sheet consist of the following:

Contingent liabilities consist exclusively of obligation to third parties.

31.12.2014EUR K

31.12.2013EUR K

Liabilities 0 240

in 2015EUR K

in 2015-2019EUR K

from 2020EUR K

Rental agreements 4,272 20,733 0

Lease agreements 384 780 0

Total 4,656 21,513 0

concern land, buildings, office space, plant and equipment. The minimum future payments under the existing agree-ments are as follows:


RELATED PARTY DISCLOSURES

The executive bodies of the Waagner-Biro Groupare as follows:

Management Board of Waagner-BiroAktiengesellschaft, Vienna

Ing. Mag. Thomas Jost, ChairmanMag. Martin Zinner

Supervisory Board of Waagner-BiroAktiengesellschaft, Vienna

Mag. Alexander Liaunig, Chairman (from 29 April 2014) Deputy Chairman (until 29 April 2014)Dr. Kurt Berger, Deputy Chairman (from 29 April 2014)Dr. Karl Grabner, (Chairman until 29 April 2014)

Employee representatives:

Herbert Donnersbichler Ing. Thomas Freudensprung

The remuneration of the members of the Management Board consists of fixed and performance-related compo-nents; the amount of the variable remuneration depends on the consolidated result. The remuneration of the members of the Management Board totalled EUR 204K in 2014 (2013: EUR 466K).

Pension provisions in the amount of EUR 865K were recognised in 2014 (2013: EUR 920K) for former members of the Management Board and their dependants. Current annual expenditures in 2014 came to EUR 147K (2013: EUR 185K).

Waagner-Biro AG obtained directors and officers (D&O) liability insurance cover for 2014. The costs were borne by the company. D&O insurance covers certain personal liabil-ity risks of the persons acting on behalf of the Waagner-Biro Group. The annual cost is EUR 9K (2013: EUR 11K). In the year under review, the Supervisory Board received emoluments of EUR 60K (2013: EUR 102K).

Only transactions of a negligible amount were concluded with non-consolidated subsidiaries. Since the Group’s transfer price policy envisages arm’s length transfer prices, transactions that fail to comply with customary market conditions do not take place.

The omission of the non-consolidated companies from the consolidated financial statements does not exert a material influence on the Group’s financial position, financial perfor-mance and cash flows. The relevant items are:

2014EUR K

2013EUR K

Receivables 22 0

Liabilities 86 138

Sales revenues 0 0

Income 0 0

Expenses -150 -150



In the 2014 financial year, an agreement with Liaunig Indus-trieholding AG was in place concerning the performance of management and Management Board services. The expens-es for the services performed totalled EUR 427K in 2014 (2013: EUR 461K). This figure contains remuneration for Management Board services in the amount of EUR 406K (2013: EUR 108K).

The expenses for legal advice provided by the Berger/Ettel law firm totalled EUR 14K in the year under review (2013: EUR 81K). Services are charged at arm’s length.

EARNINGS PER SHARE

The undiluted earnings per share are calculated by dividing the consolidated profit by the weighted average number of ordinary shares in issue during the year.

The diluted earnings per share are equal to the undiluted earnings per share because no financial instruments with a dilutive effect were issued.

7. EVENTS AFTER THE REPORTING DATE

No material events of special significance capable of influ-encing the presentation of the financial position, financial performance and cash flows in the consolidated financial statements as of December 31, 2014 occurred between

the reporting date and the release of the consolidated finan-cial statements by the Management Board of Waagner-Biro Aktiengesellschaft on March 17, 2015.

2014 2013

Consolidated profit in EUR K 8,567 9,735

Weighted number of shares in issue 2,860,000 2,860,000

Earnings per share in EUR 3.00 3.40

Mag. Martin Zinner

Vienna, March 17, 2015

The Management Board

Ing. Mag. Thomas Jost

unternehMen das Jahr 2013

— KoNZERNABSCHLUSS

Im Geschäftsjahr 2013 bestanden mit der Liaunig Indust-rieholding AG diverse Vereinbarungen zur Erbringung von Controlling-, Monitoring-, Management- und Vorstands-leistungen. Die Aufwendungen für die erbrachten Leis-tungen betrugen in 2013 TEUR 461 (2012: TEUR 399). Darin enthalten sind Vergütungen für Vorstandstätigkeiten in Höhe von TEUR 108 (2012: TEUR 303).

Die Aufwendungen für Rechtsberatung durch die Kanzlei Berger/Ettel belaufen sich im Berichtsjahr 2013 auf TEUR 81 (2012: TEUR 62). Die Leistungsverrechnung erfolgt zu fremdüblichen Konditionen.

ergebnis Je aktie

Das unverwässerte Ergebnis je Aktie errechnet sich durch Division des Gruppenergebnisses durch die zeitanteilig gewichtete Anzahl der sich im Umlauf befindlichen Stammaktien während des Jahres.

Das verwässerte Ergebnis pro Aktie entspricht dem unverwässerten Ergebnis pro Aktie, da keine Finanz-instrumente mit Verwässerungseffekt ausgegeben wurden.

2013 2012

Gruppenergebnis in TEUR 9.735 4.934Gewichtete Anzahl der Aktien im Umlauf 2.860.000 2.860.000Gewinn je Aktie in EUR 3,40 1,73

7. EREIGNISSE NACH DEM BILANZSTICHTAG

Zwischen dem Jahresabschlussstichtag und der Freigabe des Jahresabschlusses durch den Vorstand der Waagner-Biro Aktiengesellschaft am 19. März 2014 sind keine wesentlichen Vorgänge oder Ereignisse von besonderer

Bedeutung eingetreten, welche das im vorliegenden Kon-zernabschluss per 31. Dezember 2013 vermittelte Bild der Vermögens-, Finanz- und Ertragslage beeinflussen.

Wien, am 19. März 2014

Der Vorstand

Mag. Thomas Jost Mag. Martin Zinner

waagner-biro annual report 2013 81

unternehMen das Jahr 2013

— KoNZERNABSCHLUSS

Im Geschäftsjahr 2013 bestanden mit der Liaunig Indust-rieholding AG diverse Vereinbarungen zur Erbringung von Controlling-, Monitoring-, Management- und Vorstands-leistungen. Die Aufwendungen für die erbrachten Leis-tungen betrugen in 2013 TEUR 461 (2012: TEUR 399). Darin enthalten sind Vergütungen für Vorstandstätigkeiten in Höhe von TEUR 108 (2012: TEUR 303).

Die Aufwendungen für Rechtsberatung durch die Kanzlei Berger/Ettel belaufen sich im Berichtsjahr 2013 auf TEUR 81 (2012: TEUR 62). Die Leistungsverrechnung erfolgt zu fremdüblichen Konditionen.

ergebnis Je aktie

Das unverwässerte Ergebnis je Aktie errechnet sich durch Division des Gruppenergebnisses durch die zeitanteilig gewichtete Anzahl der sich im Umlauf befindlichen Stammaktien während des Jahres.

Das verwässerte Ergebnis pro Aktie entspricht dem unverwässerten Ergebnis pro Aktie, da keine Finanz-instrumente mit Verwässerungseffekt ausgegeben wurden.

2013 2012

Gruppenergebnis in TEUR 9.735 4.934Gewichtete Anzahl der Aktien im Umlauf 2.860.000 2.860.000Gewinn je Aktie in EUR 3,40 1,73

7. EREIGNISSE NACH DEM BILANZSTICHTAG

Zwischen dem Jahresabschlussstichtag und der Freigabe des Jahresabschlusses durch den Vorstand der Waagner-Biro Aktiengesellschaft am 19. März 2014 sind keine wesentlichen Vorgänge oder Ereignisse von besonderer

Bedeutung eingetreten, welche das im vorliegenden Kon-zernabschluss per 31. Dezember 2013 vermittelte Bild der Vermögens-, Finanz- und Ertragslage beeinflussen.

Wien, am 19. März 2014

Der Vorstand

Mag. Thomas Jost Mag. Martin Zinner

waagner-biro annual report 2013 81


REPORT ON THE CONSOLIDATED

FINANCIAL STATEMENTS

We have audited the attached consolidated financial statements of

WAAGNER-BIRO AKTIENGESELLSCHAFT, WIEN,

for the financial year from January 1, 2014 to December 31, 2014. These consolidated financial statements incorporate the consolidated statement of financial position as of December 31, 2014, the consolidated income statement, the consolidated statement of cash flows and the consolidated statement of changes in equity for the financial year ended on December 31, 2014, as well as the notes to the consolidated financial statements.

Legal representatives’ responsibility for the consolidated financial statements and accounting recordsThe legal representatives of the company are responsible for the Group’s accounting records and for preparing consoli-dated financial statements that present a true and fair view of the financial position, financial performance and cash flows of the Group in compliance with the International Financial Reporting Standards (IFRS) as adopted by the EU. This responsibility includes: designing, implementing and main-taining an internal control system to ensure the preparation of consolidated financial statements that present a true and fair view of the financial position, financial performance and cash flows of the Group and are free from material mis-statements arising either from intentional or unintentional errors; selecting and applying appropriate accounting and valuation policies; and making accounting estimates that are reasonable in the circumstances.

—AUDITORS‘ REPORT—

Auditors’ responsibility and description of type and scope of the statutory auditOur responsibility is to express an opinion on these con-solidated financial statements based on our audit. We have performed our audit in compliance with the statutory pro-visions and the generally accepted standards for the audit of financial statements applicable in Austria. Those standards require that we comply with ethical requirements and plan and perform the audit in a manner that permits us to state with reasonable certainty that the consolidated financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence supporting the amounts and other disclosures contained in the consolidated financial statements. The selection of auditing procedures is at the auditor’s discretion, exercised after due assessment of the circumstances and giving consideration to the risk of material misstatements arising either from intentional or unintentional errors. In making those risk assessments, the auditor considers the internal control system to the extent required for the preparation of the consolidated financial statements and the presentation of a true and fair view of the Group’s financial position, financial performance and cash flows, in order to define audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal controls. An audit also includes evaluating the appropriateness of the accounting and valuation methods applied and of the material estimates made by the legal representatives, as well as evaluating the overall view presented by the consolidated financial statements.We believe that the audit evidence we have obtained is suffi-cient and appropriate to provide an adequately reliable basis for our audit opinion.



Audit opinionOur audit did not give rise to any objections. Based on the results of our audit, the consolidated financial statements, in our opinion, present in all material respects a true and fair view of the Group’s financial position and financial perfor-mance as of December 31, 2014, and of its results of opera-tions and consolidated cash flows for the financial year from January 1, 2014 to December 31, 2014 in compliance with the International Financial Reporting Standards (IFRS) as adopted by the EU.

STATEMENT ON THE CONSOLIDATED MANAGEMENT REPORT

The applicable statutory provisions require that the consoli-dated management report be audited to determine whether it is consistent with the consolidated financial statements and whether any of the other disclosures made in the consol-idated management report give rise to any misconceptions about the position of the Group. The auditors’ report and opinion must also contain a statement as to whether the consolidated management report is consistent with the consolidated financial statements.

Publication or dissemination of these consolidated financial statements bearing our audit certificate shall only be permitted if the financial statements are identical with the audited version attached to this report. This audit certificate refers exclusively to the complete German version of the consolidated financial statements, together with the consolidated management report. For any other versions, the stipulations of § 281 (2) of the Austrian Commercial Code (UGB) shall apply.

Klagenfurt, March 17, 2015

Confida SüdWirtschaftsprüfungsgesellschaft m.b.H.

Dr. Alexander GreyerAuditor

Mag. Ernst MallegAuditor


—SUPERVISORY

BOARD REPORT—DEAR SHAREHOLDERS,

During the 2014 financial year, the Supervisory Board regularly monitored the work of the Management Board and provided support in an advisory capacity, based on the detailed written and verbal reports provided by the Manage-ment Board. In addition, both the Chairman and the Deputy Chairman of the Supervisory Board had regular exchanges of information and opinion with the Management Board.The Supervisory Board held five meetings in the 2014 finan-cial year.In those meetings, the Supervisory Board received informa-tion concerning the company’s position.

Where management decisions or measures required ap-proval, the members of the Supervisory Board examined the proposals that were submitted in advance and took the rele-vant decisions in meetings. Urgent decisions were approved by way of a circular resolution. The Supervisory Board was involved in all decisions of significance for the company. The economic situation and the company’s development pros-pects, as described in the reports furnished by the Manage-ment Board, were the subject of in-depth discussion.

Consolidated financial statements and auditThe annual financial statements for the 2014 financial year were prepared in compliance with the Austrian Commercial Code (UGB), and the consolidated financial statements for the 2014 financial year, including the notes and manage-ment report, were prepared in compliance with the Inter-

national Financial Reporting Standards (IFRS). Both sets of statements were audited by CONFIDA Süd Wirtschafts-prüfungsgesellschaft m.b.H., Graz, the company which had been appointed as auditor of the financial statements, and awarded an unqualified audit certificate.

The Supervisory Board has approved the annual financial statements drawn up by the Management Board and the consolidated financial statements. Accordingly, the annual financial statements have been formally adopted pursuant to § 96 (4) of the Austrian Stock Corporations Act (Aktieng-esetz). The Supervisory Board endorses the management report and, in particular, the assessment of the company’s further development.

The endorsement also applies to the dividend policy. The Supervisory Board concurs with the proposal of the Man-agement Board concerning the distribution of profits, which envisages a dividend of EUR 2.00 per share.

Pursuant to § 270 (1) UGB, the Supervisory Board propos-es that CONFIDA Süd Wirtschaftsprüfungsgesellschaft m.b.H., Graz, be appointed to audit the financial statements and the consolidated financial statements for the 2015 financial year.

The Supervisory Board thanks the company management and the entire workforce for their commitment and service during the 2014 financial year.

Vienna, March 2015

For the Supervisory Board

Mag. Alexander LiaunigChairman


WAAGNER-BIRO AKTIENGESELLSCHAFTLeonard-Bernstein-Straße 101220 Vienna, AustriaT: +43/1/288 44 0F: +43/1/288 44 7830E: [email protected] www.waagner-biro.com

—WAAGNER-BIRO—

WAAGNER-BIRO BRIDGE SYSTEMS AGLeonard-Bernstein-Straße 101220 Vienna, AustriaT: +43/1/288 44 0F: +43/1/288 44 333E: [email protected] www.waagner-biro.com

WAAGNER-BIRO STAHLBAU AGLeonard-Bernstein-Straße 101220 Vienna, AustriaT: +43/1/288 44 0F: +43/1/288 44 333E: [email protected] www.waagner-biro.com

WAAGNER-BIRO AUSTRIA STAGE SYSTEMS AGLeonard-Bernstein-Straße 101220 Vienna, AustriaT: +43/1/288 44 0F: +43/1/288 44 7811E: [email protected]

QUALTER, HALL & CO LTD.8, Johnson StreetBarnsley S75 2BY, Großbritannien T: +44/1226/205 761F: +44/1226/286 269E: [email protected] www.qualterhall.co.uk

We have prepared this Annual Report with the greatest possible care and checked the figures. Nevertheless, rounding, typographical and printing errors cannot be ruled out. The totals of rounded amounts and percentages may be subject to rounding differences caused by automatic data processing. This Annual Report also contains forwardlooking assessments and statements made by us on the basis of all the currently available information. These forwardlooking statements are usually accompanied by words such as “expect”, “estimate”, “plan”, “anticipate” etc.. Please be aware that various factors can give rise to actual circumstances, and therefore actual results, differing from the expectations outlined in this report.

Statements referring to people are valid for both men and women.

This Annual Report is published in German and English.In cases of doubt, the German version shall prevail.

Editorial closing date: March 25, 2015

IMPRINTWaagner-Biro AG, Leonard-Bernstein-Strasse 10, 1220 Vienna, Austria. Responsible for the content: Martin Zinner und Thomas Jost. Layout: sternenklar gmbh.Renderings: Cover, Page 02/03, 04/05, 06/07: sternenklar gmbh. Photos: Page 08, 23/24, 28, 33, 46: Archiv Waagner-Biro; Page 10, 12, 20, 21, 26, 27,32, 38, 43: Trevor Palin for Waagner-Biro; Page 30: Timothy Soars; Page 34: Eilif Stene; Page 16, 36: Royal Caribbean International; Page 39: Qualter Hall;Page 41: Austrian Pavilion Biennale Architettura 2014. Print: Satz & Druck Team.

annual report 2014

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