bottles sold (in millions) - resilux governance chapter 13 ... stocks and trade account receivables....
TRANSCRIPT
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2008
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You get L TS of bottle from Resilux preforms
annualreport2008
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annual report 2008
Tableofcontents
Chairman’s statement 5
Resilux profile 6
Consolidated key figures 7
Shareholders and group structure 8
Resilux and the Brussels Stock Exchange 10
Financial calendar 11
Investor relations 11
Financial service provider 11
Capital - Shares - Voting rights - Shareholders - Transparency legislation 11
Corporate Governance Chapter 13
Operations 20
Production units 24
Declaration regarding the information given in the annual report for the financial year ending on December 31st, 2008 27
Annual report of the Board of Directors 27
Consolidated annual accounts 2008 44
Balance sheet 44
Income statement 45
Consolidated Cash flow Statement 46
Statement of changes in equity 47
Notes to the consolidated financial statements 47
Comments IFRS 2008 69
Auditor’s report 75
Abridged statutory annual accounts of Resilux NV 2008 78
Balance sheet 78
Profit and loss account 80
Appropriation of profit 81
Notes to the accounts 81
Cash flow statement 83
Comments 84
General information on Resilux NV 89
The annual report is available on the internet in Dutch, French and English. >>> www.resilux.com
Het jaarverslag is beschikbaar op het internet in het Nederlands, Frans en Engels. >>> www.resilux.com
Le rapport annuel est disponible sur internet en néerlandais, français et anglais. >>> www.resilux.com
The Dutch version is the official version. The French and English versions are translations with no legal force.
Resilux NV is responsible for these translations.
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annual report 2008
Chairman’sstatement
The investment policy pursued, the prudent depreciation policy, the cash flows generated, the investment in organisation, R&D and
innovation, all form a strong basis for the continued expansion of Resilux and improvement in future outcomes.
The total amount of accumulated depreciation is already e 127.5 million. The land is still there; the buildings with the systems are
still standing and are in very good condition.
Furthermore, the debts have been reduced to e 34.3 million as a result of the strong cash flow. In 2009, efforts to further decrease
debt will continue thereby also decreasing financial burdens.
In this way, Resilux is not only in possession of modern production facilities, which can be utilised for future growth with minimal
investment, but can also strengthen its financial structure.
Moreover, current cash flows allow for investments in additional capacities and new products as well as increased performance in
the area of R&D and innovation.
Very promising products have been developed by the R&D department, particularly in the area of barrier products.
The organisation has been strengthened and will be further strengthened so that it can anticipate market needs, future growth and
the increase in technology components. The reinforcement of the middle and upper structures that has been achieved, together
with the strengthening of the sales organisation, is tangible.
The geographical configuration of the 7 Resilux factories has become an important trump card in a climate where low transport
costs are becoming more and more a factor in competitivity. To keep costs low, the distance from manufacture to client needs to
be as small as possible and this is the case for Resilux. An additional advantage of a local presence is the speed and efficiency of
the services to the clients.
The sector is in full movement. Resilux will be carefully monitoring any openings this creates in the market.
Conclusion: the business principle of “we do it faster, cheaper and better” remains a promise that is born out by the figures.
For all the above reasons, it remains an honour for me to hold the position of chairperson of the Board of Directors.
A. DE CUYPER
Chairman of the Board of Directors
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Since its foundation, the production of PET (polyethylene teraphthalate) packaging in the form of preforms and bottles has been
the core business of Resilux. The preforms are blown into bottles by Resilux or by the customer,
and then filled with water, soft drinks, edible oils, ketchup, detergents, milk, beer, fruit juices, etc.
Resilux is a family company by origin that became operational in June 1994. Since 1997, it has been listed on Euronext Brussels.
The company has an extensive network of sales and service offices in various countries. Alongside the main establishment in
Belgium, Resilux has a number of production units in Spain (1997), Russia (1999), Greece (2000), Switzerland (2000/2001),
Hungary (2002) and the United States (2001/2004). Resilux has various sales offices in the above countries, as well as in many
other countries on different continents.
Resilux produces preforms and bottles for many applications and in various weights, colours and forms. Preforms and bottles are
produced for both single use and multiple use. As well as for barrier-sensitive products, Resilux offers various solutions. Moreover,
the Resilux R&D centres are continually researching ways to further improve quality, to increase and develop the barrier qualities
of PET, and to renew and optimise the preform and bottle designs.
Resilux also has bottle-blowing projects at different customers. Resilux provides to the filling companies the necessary know-how
and if required the infrastructure and manpower. These activities can be located on the customer’s premises (in-house), right next
to the customer (wall-to-wall) or near to the customer (satellite).
Resilux endeavours to achieve a global spread of risk and maximum flexibility. The strong position of Resilux is the result of very
high productivity, its technological leadership whereby quality and innovation come first, and its extensive geographic distribution.
The production is highly automated and the production technology has to a large extent been optimised in-house. Part of Resilux’s
know-how is protected by patents and registered designs.
Resiluxprofile<
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annual report 2008
Consolidatedkeyfigures(1)
2008 2007 2006
IFRS IFRS IFRS
Key figures from the profit and loss account
(in thousands of Euro)
Turnover 210,170 200,806 187,452
Added value (2) 53,269 42,015 34,133
Operating cash flow - EBITDA (3) 31,772 22,745 16,381
Depreciation and operational non-cash expenses 17,913 13,412 13,569
Operating result 13,860 9,333 2,812
Financial result -6,701 -5,680 -5,197
Profit (loss) for the financial year before taxes 7,158 3,653 -2,385
Net profit (loss), group share 4,510 3,004 -2,675
Net cash flow 22,423 16,416 10,894
Recurrent operating cash flow - REBITDA 26,446 22,745 16,381
Recurrent operating result 12,995 9.333 2,812
Recurrent profit (loss) before taxes 6,293 3,653 -2,385
Recurrent net profit (loss) 4,070 3,004 -2,675
Key figures from the balance sheet (in thousands of Euro)
Equity sensu stricto 44,748 38,880 35,894
Equity sensu lato (incl. subordinated loans) 56,964 49,497 46,361
Net financial debt (4) 34,315 50,598 55,048
Balance sheet total 140,259 150,287 150,742
Key figures per share (in Euro)
Operating cash flow 16.04 11.48 8.74
Operating result 7.00 4.71 1.50
Net profit (loss), group share 2.28 1.52 -1.43
Net cash flow 11.32 8.29 5.81
Average number of shares (5) 1,980,410 1,980,410 1,874,800
Proposed gross dividend (6) 0 0 0
Proposed net dividend (6) 0 0 0
(1) audited figures, the Auditor’s report is without reservations (see report on page 75)
(2) operating revenues minus raw materials and consumables used minus services and other goods
(3) operating profit plus depreciations and amounts written off on intangible and tangible assets, plus amounts written off on
stocks and trade account receivables.
(4) financial debts minus cash at bank and in hand and investments, subordinated loans not included.
(5) based on the average number of shares during the year.
(6) the Board of Directors proposes to the General Meeting of Shareholders that no dividend is paid.
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Shareholdersandgroupstructure
Resilux started production of PET preforms in June 1994. Since October 3rd, 1997, Resilux has been listed on Euronext Brussels.
The price per share of the stock exchange introduction was e 30.99.
The capital of Resilux NV including share premiums amounts to e 33,839,969 on December 31st, 2008. The share capital stands
at e 17,183,856.00 and is represented by 1,980,410 shares without nominal value, each representing 1/1,980,410th of the share
capital.
On December 31st, 2008 the structure of the Resilux group (according to IFRS) was as follows:
(*) percentages calculated on the basis of the number of outstanding shares (1.980.410) and the shareholding such as it appears in the last transparency declaration
received on October 31st, 2008 following the provisions of article 29 of the Law of May 2nd, 2007 on the the disclosure of major shareholdings.
Since 2005, the Resilux group controls all its holdings. In 2008, there have been four changes in the Resilux group structure:
Resilux NV has established two 100 % Belgian subsidiaries, Eastern Investment Holding NV and Eastern Holding NV. Resilux Eurasia
Holding NV has sold its equity participation in Resilux-Volga OOO to Eastern Holding NV, and Resilux Investment OOO has obtained
an equity participation in the charter capital of Resilux Distribution OOO for an amount of 38.000.000 RUB (33.33 %)
Since 1994, Resilux has started up or acquired a number of operational activities in different countries:
1) Spain
In June 1997, the first foreign production unit called Resilux Ibérica Packaging S.A. became operational in Spain. According to IFRS,
it is a 100% daughter of Resilux Holding B.V. with a capital of e 3,005,000 as per December 31st, 2008.
2) Russia
In April 1999, the second foreign subsidiary of Resilux called Resilux Investment OOO became operational in Russia. This company
under Russian law is a subsidiary of Resilux Eurasia Holding NV and has organized the sales and purchase operations of Resilux in
Russia until 2007. Since its foundation in 2007, Resilux Distribution OOO, with a capital of RUB 76,010,000 as per December 31st,
2008 has taken over this job. The production operations are incorporated into Resilux-Volga OOO. As per December 31st, 2008
Resilux-Volga OOO is a 100% subsidiary of Eastern Holding NV with a capital of RUB 115,008,500.
TRIDEC (STAK)
RESILUX NV
Resilux Schweiz AGResilux Hungária
Kft.
Family
Immo Tradec
Belfima Invest
Tradidec
Public
Resilux InvestmentCorporation Inc.
Resilux America,LLC
Resilux Holding B.V.
Resilux EurasiaHolding NV
Eastern Holding NV
Eastern InvestmentHolding NV
Resilux HellasA.B.E.E.
Resilux IbéricaPackaging S.A.
Tradetool B.V.
Resilux DistributionOOO
Resilux InvestmentOOO
Resilux VolgaOOO
99.99991 %
33,3304096 %
66,6695027 %
100 %
100 %
99 %
30 %
100 %
100 %
70 %46,51 %
5,60 %
2,45 %
1,53 %
1,56 %
42,35 %
1 %
100 %
100 %
100 %
0,008 %
99 %
99,992 %
1 %99 %
1 %
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annual report 2008
3) Switzerland
In March 2000, Resilux NV acquired 100% of the shares of the Swiss company Altoplast-Claropac AG, a company that produces
PET preforms and bottles. In March 2001, Resilux NV acquired 100% of the shares of a second Swiss company, Femit Plastic AG, a
company that also produces PET preforms and bottles. In order to optimise synergies, the 2 companies were merged in 2004 and
became Resilux Schweiz AG. As per December 31st, 2008 this company has a capital of CHF 18,000,000.
4) Greece
In June 2000, Resilux started up a production unit in Greece, Resilux Hellas A.B.E.E. As per December 31st, 2008 this 99%
subsidiary of Resilux Holding B.V. has a capital of e 7,000,000.
5) United States
In December 2000, Resilux NV acquired - through an American holding company set up for this purpose, Resilux Investment
Corporation, Inc. - a shareholding of 16.67% in Resilux America, LLC. This company produces and commercialises PET packaging
for niche markets - such as food products, household products, cosmetics, pharmaceutical products, etc - and continues to invest
in the expansion of its preform activities.
Since January 1st, 2005, Resilux Investment Corporation, Inc. holds all shares of Resilux America, LLC. As per December 31st, 2008
this company has a capital of USD 18,050,000.
6) Hungary
In March 2002, Resilux started a new production unit in Hungary. A new company was set up for this purpose, Resilux Hungária
Packaging Kft. of which currently 70% of the shares are held by Resilux NV and 30% by Resilux Schweiz AG. As per December 31st,
2008 the capital of Resilux Hungária Packaging Kft. is HUF 880,469,531, share premiums included.
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ResiluxandtheBrusselsStockExchange
Stock exchange listing
The Resilux share is listed since October 3rd, 1997. Resilux is listed on Euronext Brussels under the code ‘RES’ with ISIN code
BE0003707214 / sector description 2723: Industrials / Containers & Packaging.
During the past 5 year, the stock price of the Resilux share on Euronext Brussels evolved as follows (in Euro):
Some key stock market figures of Resilux are given below (amounts in Euro):
Key stock market figures 2008 2007 2006 2005 2004
Average daily volume in units 1,023 1,019 1,118 738 626
Number of shares on 31.12 1,980,410 1,980,410 1,980,410 1,871,210 1,871,210
Market capitalisation at closing price 59,412,300 75,453,621 86,246,856 74,268,325 90,192,322
Turnover 9,324,703 11,915,980 11,242,097 7,821,558 9,517,368
Highest price 40.32 50.75 43.55 48.42 71.00
Lowest price 26.75 38.01 34.55 34.00 48.00
Closing price 30.00 38.10 43.55 39.69 48.20
Average price 34.97 44.39 38.96 41.13 61.29
Price/cash flow (1) 3.1 5.4 6.6 6.9 6.3
(1) Based on the average number of shares and average price during the year. The total amount of shares has remained the
same in 2008.
The Resilux share reached its highest price of e 40.32 on June 4th, 2008. The lowest share price was reached on October 17th and
was e 26.75.
In order to maintain sufficient activity involving the share, a liquidity and market activation contract was concluded with Bank
Degroof NV. This contract entered into force per April 1st, 2008.
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annual report 2008
Financialcalendar
Annual financial report 2008 and other legal documents available April 30th, 2009
Interim statement May 14th, 2009
Annual Shareholders’ Meeting May 15th, 2009
Publication of the half year results for financial year 2009 and analysts meeting August 27th, 2009
Interim statement November 13th, 2009
Publication of the results for financial year 2009 and analysts meeting March 17th, 2010
Annual Shareholders’ Meeting May 21st, 2010
Investorrelations
The annual financial report is available in Dutch, French and English, available as pdf-file on the website www.resilux.com, or as a
standard hardcopy at the Company’s registered seat.
Address: Resilux NV, Damstraat 4, 9230 Wetteren (Belgium)
Telephone: (+32) 9 365 74 74, Fax: (+32) 9 365 74 75
Contact person: Dirk De Cuyper ([email protected])
Financialserviceprovider
Bank Degroof NV has been appointed for the financial servicing towards the shareholders.
Capital-Shares-Votingrights-Shareholders-Transparencylegislation
Capital - Shares - Voting rights
Following a capital increase on December 19th, 2006 the registered capital of the Company amounts to e 17,183,856 represented
by 1,980,410 shares with no nominal value, each of which represents 1/1,980,410th of the capital. All shares are fully paid and each
shares gives right to vote. As a result of the issuing of a warrant plan for the staff by the Company at the end of 2002, warrants
were allocated to the Company staff, of which an amount of 11,289 is still circulating, with an exercise price of e 65.41 per
warrant, to be exercised until October 2010.
Furthermore, Compagnie du Bois Sauvage SA, as part of the issue by the Company of a subordinated bond loan with warrants, has
subscribed to 166,665 warrants on December 19th, 2006, which can be exercised on any date until December 18th, 2011 with a
minimum of 15,000 at an exercise price of e 45.00 per warrant.
Share capital: e 17,183,856
Total amount of issued stock with voting right (nominal value): 1,980,410
Total amount of voting rights (“denominator”) - 1 vote/share: 1,980,410
Total amount of non-issued stock with voting rights (warrants)
(Compagnie du Bois Sauvage SA 166,665 + others 11,289): 177,954
Total amount of new stock with voting rights after exercising all warrants (1 vote/new share): 177,954
Total amount of stock with voting rights after exercising all warrants: 2,158,364
Total amount of voting rights after exercising all warrants - 1 vote/share: 2,158,364
Shareholders – Transparency legislation
In accordance with Article 14 of the Company’s articles of association, for the application of Articles 6 to 10 of the Law of May 2nd,
2007 on the disclosure of major shareholdings in issuers whose shares are permitted to share dealing on a regulated market and
containing divers stipulations, the applicable quotas have been set at 3%, 5%, and multiples of 5%.
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According to the last notification of a participation dated October 31st, 2008, received by the Company following article
29 of the Law of May 2nd, 2007 on the the disclosure of major shareholdings, as per September 1st, 2008, Tridec Stichting
Administratiekantoor (STAK) possesses 921,000 Company shares (46.51%), the De Cuyper family possesses 110,865 Company
shares (5.60%), the company NV Immo Tradec possesses 48,534 Company shares (2.45%), the company NV Belfima Invest
possesses 30,333 Company shares (1.53%) and the company NV Tradidec possesses 30,973 Company shares (1.56%).
Tridec STAK - a foundation under Dutch law which is controlled and represented by Alex De Cuyper, Peter De Cuyper and Dirk De
Cuyper -, the De Cuyper family and the companies NV Immo Tradec, NV Belfima Invest and NV Tradidec act in mutual consultation.
Together they possess 1,141,705 Company shares. This represents 57.65% of the shares, and therefore control of the Company.
All remaining Company shares (42.35 %) are owned by the public.
Since October 31st, 2008, no more notifications were received.
Shareholder Current voting % of issued Possible future % of issued
rights Company stock voting rights and currently
non-issued stock
(warrants)
Tridec Stichting administratiekantoor * 921,000 46.51% 921,000 42.67%
De Cuyper family * 110,865 5.60% 110,865 5.14%
NV Immo Tradec * 48,534 2.45% 48,534 2.25%
NV Belfima Invest * 30,333 1.53% 30,333 1.41%
NV Tradidec * 30,973 1.56% 30,973 1.43%
Public 838,705 42.35% 838,705 38.86%
Compagnie Bois Sauvage SA 166,665 7.72%
Others 11,289 0.52%
Total 1,980,410 100% 2,158,364 100%
(“denominator)”) (“fully diluted”)
* Tridec Stichting Administratiekantoor (controlled by Alex De Cuyper, Peter De Cuyper and Dirk De Cuyper) acts in mutual consultation with the De Cuyper family
and the companies NV Immo Tradec, NV Belfima Invest and NV Tradidec.
The shareholders and control structure of Resilux NV is set out in the notes on the annual account (page 81) and in the Corporate
Governance Charter of Resilux NV. Even so, this information can be retrieved on the Company’s website - heading investor relations -
General Information.
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annual report 2008
CorporateGovernanceChapter
Corporate Governance Charter
Resilux NV, a Belgian company listed on Euronext Brussels, complies with the nine Principles of the Belgian Corporate Governance
Code that was published in December 2004.
The Corporate Governance Charter of Resilux NV is available on the website www.resilux.com.
The Corporate Governance Charter of Resilux NV is supplemented by seven Annexes, that are part of the Charter:
Annex 1: Internal regulations of the Board of Directors
Annex 2: Policy concerning transactions and other contractual relationships between the Company, members of the Board of
Directors and members of the Executive Committee
Annex 3: Rules to prevent market abuse
Annex 4: Internal regulations of the Audit Committee
Annex 5: Internal regulations of the Remuneration and Appointment Committee
Annex 6: Internal regulations of the Executive Committee
Annex 7: Remuneration policy
As far as the Corporate Governance Chapter in this annual report is concerned, the Board of Directors of Resilux NV, in view of its
specific nature and structure, decided to depart from the following Principles of the Belgian Corporate Governance Code: numbers
7.5, 7.15, 7.16 and 7.17.
Furthermore, on January 12th, 2009 after consultation of the report from the Audit Committee as presented by the Chairman of
the Audit Committee, the Board of Directors noted that the absence of an internal auditing position within the Company is justified
in view of the size of the organisation and good operation of the existing systems and procedures for internal control and risk
management, which will be further reinforced in 2009. The further long term professionalization of these systems and procedures
will be evaluated regularly and accurately.
On March 12th, 2009, the second edition of the Belgian Corporate Governance Code (2009), which entirely replaces 2004’s version,
was published. The new Belgian Corporate Governance Code (2009) is applicable to the financial years as from January 1st, 2009.
In the course of 2009, Belgian listed companies are supposed to evaluate their corporate governance in view of the new edition
of 2009, and, if necessary, to adjust their implementation of the corporate governance principles and their Corporate Governance
Charter.
They are as well supposed to comply with the new regulations in the Corporate Governance Chapter of the annual financial report
of 2009, which will be published in 2010.
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The Board of Directors
Composition
The Board of Directors of Resilux NV consists of six members:
• Alex De Cuyper, Chairman and non-executive director
• Dirk De Cuyper, Managing Director
• Peter De Cuyper, Managing Director
• Lexxus BVBA represented by its permanent representative Dirk Lannoo, non-executive and independent director
(as from March 8th, 2006)
• Francis Vanderhoydonck CVBA represented by its permanent representative Francis Vanderhoydonck, non-executive
and independent director
• BVBA Guido Vanherpe represented by its permanent representative Guido Vanherpe, non-executive and
independent director
As long as Tridec Stichting Administratiekantoor has a participation of at least 35%, it has the statutory right to nominate four
directors. For the time being, Tridec Stichting Administratiekantoor hasn’t appointed a fourth director.
Alex De Cuyper set up Thovadec Plastics NV in 1961. He was director of this company until 1988. From 1974 to 1994 he was a
judge of commercial cases at Ghent Commercial Court. After having been Chief Executive Officer of Resilux NV for a number
of years, Alex De Cuyper now chairs the Board of Directors of Resilux NV. He is also director of various other companies.
Dirk De Cuyper obtained marketing, distribution and technical qualifications and worked for Netstal Maschinen AG, a
producer of industrial machinery including machines for making PET preforms, amongst others as subcontractor in sales and
services for the PET department. As Managing Director, Dirk De Cuyper now is responsible for the day-to-day management of
Resilux NV..
Peter De Cuyper is Master of Law and Master of Economic Law. After having worked as in-house lawyer for an insurance
company in 1992, he became Financial Director of Resilux NV on January 1st, 1993 and held this position until October
2002. In the following years, besides his function as managing director of Resilux NV, he especially focused on the further
development of various units. As from August 2007, Peter De Cuyper again took over the function of CFO (ad interim).
Dirk Lannoo, permanent representative of Lexxus BVBA, is Master of Law. He started his career at General Motors and joined
Katoen Natie in 1986. Today, he is Vice Chairman of Katoen Natie. He is also director of Punch International, the printing and
publishing firm Lannoo, Febiac and the Flanders Institute for Logistics.
Francis Vanderhoydonck, permanent representative of Francis Vanderhoydonck CVBA, is Master of Law and Economic
Sciences and obtained an MBA from New York University. From 1986 to 1998, he worked at Generale Bank, where he held a
number of positions in the investment banking department. From 1995 to 1998, he was responsible for this department. Now,
he works with Maple Finance Group, which is specialised in the management of private equity investment funds and corporate
finance. He is also director in a number of companies.
Guido Vanherpe, permanent representative of BVBA Guido Vanherpe, has a Master degree of Economics and a Master of
Business Administration. He began his career with Proctor & Gamble Belgium. From 1989 to 1993, he worked with Unilever
Belgium (Sales & Marketing Manager, Chilled Foods Division) and then moved to the La Lorraine Bakery Group (Sales &
Marketing Manager) where he was appointed CEO in 1995. Guido Vanherpe is likewise the CEO of Vanobake Baking & Milling
Group (holding company), an independent director with Country Chef NV (ready-made meals) and member of the management
board of Saint Barbara College (Ghent - secondary school).
He also acts as chairman of the management board of the AIBI (Association Internationale de la Boulangerie Industrielle or
International Industrial Baking Association) and is a member of the board of the FGBB (Federatie van Grote Bakkerijen van
België or Federation of Large Bakeries of Belgium) and FEVIA (Federatie van de Voedingsindustrie in België or Food Industry
Federation of Belgium).
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annual report 2008
Two of the six members of the Board of Directors of Resilux NV are executive directors, namely Dirk De Cuyper and Peter De Cuyper.
They are both Managing Director.
Alex De Cuyper, Chairman of the Board of Directors, has no executive role in Resilux NV. The same applies to the three
independent - as in article 524 of the Company Code Code and in annex A of the Corporate Governance Code 2004 - directors of
Resilux NV, being:
- Lexxus BVBA represented by its permanent representative Dirk Lannoo, who - following the resignation of Dirk Van den Broeck -
was co-opted by the Board of Directors on March 8th, 2006 and was appointed independent director for a period of six years
by the General Meeting of Shareholders on May 19th, 2006;
- Francis Vanderhoydonck CVBA represented by its permanent representative Francis Vanderhoydonck, who is a member of
the Board of Directors since 1999 (albeit initially as permanent representative of ASIT CVBA) and was appointed independent
director for a period of six years by the General Meeting of Shareholders on May 19th, 2004.
- BVBA Guido Vanherpe represented by its permanent representative Guido Vanherpe who, after the resignation of Luc De Cuyper,
on November 26th was co-opted by the Board of Directors, and on May 16th, 2008 appointed by the General Meeting of
Shareholders for a period of four years.
These non-executive and independent directors are not (and have not been) employees of Resilux NV or a related company. There
is no other relationship with the company or its Directors that could jeopardise their independence as Director.
The Internal regulations of the Board of Directors are set out in Annex 1 to the Corporate Governance Charter of Resilux NV. The
Internal regulations relate amongst others to the composition, the competence and the operation of the Board of Directors.
Activities report
The Board of Directors has met eight times in 2008, six meetings took place in the registered office of the company, one during
a conference call and one by an unanimous taken written decision. Alex De Cuyper, Peter De Cuyper, Dirk De Cuyper and Francis
Vanderhoydonck attended all of the meetings. Guido Vanherpe attended seven of the eight meetings, Dirk Lannoo three of the
eight.
At the meetings of the Board of Directors, various items came up for consideration. These items included the discussion of the
financial results, audit and control (internal and external), remunerations and fees, corporate governance, the operation of the
different committees, the approval of the company’s strategy, research and development, financing and optimizing of the financial
structure, the evolution of the operations and the state of affairs in the subsidiaries, the earth quake in Patras, discussing the
budgets and the approval of new investment projects, reorganisation and changes in the group structure and the organigram and
the internal and external organisation and reinforcement of the group and of each subsidiary.
Beside these formal meetings, informal meetings were regularly held to inform and consult with the members of the Board of
Directors on the progress of specific matters, including the evolution at the subsidiaries. The executive directors report regularly
to the Chairman of the Board of Directors, who in turn informs and consults with the other directors. In this way, all directors,
including the non-executives, are closely involved in the development of, and the control over the policy of the company and the
group.
Remuneration
The total remuneration of the non-executive directors for the financial year 2008 amounts to e 54,796.
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The committees set up by the Board of Directors
1. Audit Committee
At the end of 2004 the Board of Directors of Resilux NV set up an Audit Committee, which assists the Board of Directors in its
supervisory role. The Audit Committee’s tasks relate to analysis and advice regarding internal control and risk management, internal
and external audit, and financial reporting. The decision making remains with the Board of Directors.
The Audit Committee consists of three members, who are all non-executive and independent directors, namely Francis
Vanderhoydonck CVBA represented by its permanent representative Francis Vanderhoydonck, Lexxus BVBA represented by its
permanent representative Dirk Lannoo and Guido Vanherpe BVBA, represented by its permanent representative Guido Vanherpe.
The Audit Committee met three times in 2008. Francis Vanderhoydonck and Guido Vanherpe attended each meeting. Dirk Lannoo
attended two meetings.
The Internal regulations of the Audit Committee are set out in Annex 4 to the Corporate Governance Charter of Resilux NV. The
Internal regulations relate amongst others to the composition, the competence and the operation of the Audit Committee.
2. Remuneration and Appointment Committee
At the end of 2004 the Board of Directors of Resilux NV set up a Remuneration and Appointment Committee, which assists the
Board of Directors in its tasks and responsibilities relating to, on the one hand, remuneration of directors and members of the
Executive Committee and, on the other hand, appointment of directors.
As far as remuneration is concerned, the Remuneration and Appointment Committee makes proposals on remuneration policy
and recommendations on individual remuneration of non-executive directors and members of the Executive Committee. The
decision making on the individual remuneration of directors (in their capacity of director) remains with the General Meeting of
Shareholders.
As far as appointment of directors is concerned, the Remuneration and Appointment Committee makes recommendations on
candidates to the Board of Directors, who in turn makes proposals to the General Meeting of Shareholders.
The Remuneration and Appointment Committee consists of three members, who are all non-executive and - except one (the
Chairman of the Board of Directors) - independent directors, namely Francis Vanderhoydonck CVBA represented by its permanent
representative Francis Vanderhoydonck, Lexxus BVBA represented by its permanent representative Dirk Lannoo and Alex De Cuyper.
The Remuneration and Appointment Committee met three times in 2008. Alex De Cuyper and Francis Vanderhoydonck attended
each meeting. Dirk Lannoo attended two meetings.
The Internal regulations of the Remuneration and Appointment Committee are set out in Annex 5 to the Corporate Governance
Charter of Resilux NV. The Internal regulations relate amongst others to the composition, the competence and the operation of the
Remuneration and Appointment Committee.
3. The Executive Committee
Operation and interaction Managing Directors and Executive Committee.
The Executive Committee is responsible for implementing the decisions that were taken by the Board of Directors and
for managing Resilux NV, without prejudice to the competence of the Managing Directors as to the company’s day-to-day
management.
As far as the day-to-day management of the company is concerned, Managing Director Dirk De Cuyper is in generally responsible
for production, purchase and research, development and innovation, while Managing Director Peter De Cuyper mainly takes care of
the financial part and provides support to the various subsidiaries of the Resilux group. Both Managing Directors take care of the
sales, the sales strategy and the sales organisation of the group and each individual unit.
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annual report 2008
They are jointly committed to the further development and growth of the group.
The Internal regulations of the Executive Committee are set out in Annex 6 to the Corporate Governance Charter of Resilux NV.
The Internal regulations relate amongst others to the competence, as well as to the operation and the composition of the Executive
Committee.
Organisation
The Executive Committee meets whenever the company’s interest requires a meeting to be convened. In principle, there are two
meetings per month.
Composition
The Executive Committee of Resilux NV consists of five members, amongst whom three non-members of the Board of Directors:
• Dirk De Cuyper, Managing Director and Chief Executive Officer (CEO)
• Peter De Cuyper, Managing Director
• Harry van Hassel, Marketing & Sales Director
• William Dierickx, Technical Director
• Ivan Dierickx, Production Director
Harry van Hassel has many years of experience in the European PET market. Before joining Resilux NV in 1994, he worked as
Assistant Sales Manager at Janssens Pharmaceutica (1973 to 1979), as Sales Manager at PLM Glasindustrie Dongen B.V. (1980-
1988), as Marketing and Sales Manager for Europe at PLM Strongpac (1988-1989) and as Commercial Director for Europe at
Wellstar, later Constar B.V. (1989-1993).
William Dierickx en Ivan Dierickx are technicians with many years of extensive experience in injection moulding production. From
1970 to 1990 they worked for Thovadec Plastics NV, an injection moulding company owned by the family De Cuyper. After having
worked for Plastimat NV, a PET company, they started up the operational activities at Resilux NV. Now, William and Ivan Dierickx
are responsible for all technical and production related matters at Resilux NV.
Remuneration
The members of the Executive Committee - including the Executive Directors - received a remuneration of e 1,630,492.48 in the
financial year 2008. These remunerations consist of gross salaries, fees for services and benefits in kind - as provided in a
normal remuneration package - and a one-time bonus which has been awarded on January 12th, 2009 (in accordance with article
523 of the Code of Companies) to two members of the Executive Committee - both executive directors - for their exceptional
performance in 2008 concerning the settlement of special projects and/or the follow-up and finalisation of exceptional issues
wihtin the organisation.
The members of the Executive Committee, excluding the Executive Directores, hold 1.00% of the Resilux shares. They also own
2.000 warrants in pursuance of the emmission of the warrant plan by notarial act of December 23rd, 2002.
No share options or new warrants were granted to the Executive Committee in 2008.
Contractual stipulations
In 2008 no entry or departure arrangements were agreed with the members of the Executive Committee.
The Auditor
The mandate for the supervision of the annual accounts of the company that was entrusted to Auditor Baker Tilly JWB
Bedrijfsrevisoren BVBA, Collegebaan 2D in 9090 Melle, represented by Ms Benedikt Joos has been renewed during the General
Shareholders’ Meeting of May 21st, 2007 for a period of three years.
The Auditor has issued a report without reservations on the company for the statutory and consolidated annual accounts of the
financial year ending on December 31st, 2008.
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The fees that were paid to the Auditor in 2008 are listed in the notes to the annual accounts.
Remunerations for complementary services include services of audit, tax and other services in addition to the normal audit services.
Transactions between related parties
Legal conflicts of interest
Article 523 of the Code of Companies provides for a specific procedure within the Board of Directors in the event of possible
conflicts of interest of a financial nature for one or more directors when the Board of Directors makes one or more decisions or
decides on transactions.
This procedure does not apply to decisions or transactions during the normal course of business at normal market conditions.
Likewise, it does not apply to decisions or transactions between companies where one company directly or indirectly holds at least
95% of the voting shares in the other company and transactions and decisions between companies where at least 95% of the voting
shares in both companies is directly or indirectly in the hands of another company.
Article 524ter of the Code of Companies provides for a similar procedure in the event of conflicts of interest for one or more
members of the Executive Committee.
Article 524 of the Code of Companies also provides for procedures and rules for transactions and decisions between connected
companies. In specific, these transactions must be presented to a committee of 3 independent directors. This committee is
assisted by one or more independent experts appointed by the committee. The committee must present a justified, written opinion
to the Board of Directors on a number of legally defined items. After having taken note of the report, the Board of Directors must
deliberate and vote on the proposed decision or transaction. If the Board departs from the committee’s recommendation, this
must be justified in the minutes. The Auditor evaluates the reliability of the data provided in the committee’s recommendation
and in the minutes from the Board of Directors meeting. The committee’s decision, an excerpt from the minutes of the Board of
Directors and the Auditor’s opinion are reported in the Company’s annual report.
In 2008, no procedures as described in articles 523, 524ter and 524 of the Code of Companies have been applied.
Certain other transactions or contractual relationships with Director or members of the Executive Committee
In 2008 there were no transactions or other contractual relationships between Resilux NV on the one hand and the members
of the Board of Directors or the members of the Executive Committee on the other hand that fell outside the legal provisions on
conflicts of interest.
The policy concerning transactions and other contractual relationships between Resilux NV on the one hand and the members
of the Board of Directors or the members of the Executive Committee on the other hand are set out in Annex 2 to the Corporate
Governance Charter.
Market abuse
The rules stipulated by the Board of Directors of Resilux NV to prevent market abuse, which include a code of conduct for each
member of the Board of Directors or Executive Committee, are described in Annex 3 to the Corporate Governance Charter of
Resilux NV.
In application of this code of conduct, the following reports of such share transactions by members of the executive directors were
received in 2008:
Date Sale Acquisition Number of stock
October 13th, 2008 X 500
October 20th, 2008 X 350
October 21st, 2008 X 350
October 22nd, 2008 X 350
October 23rd, 2008 X 350
October 24th, 2008 X 350
October 28th, 2008 X 500
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annual report 2008
Other transactions
For the sake of completeness, mention is made of the following transactions:
a) the participation of 33.33 % by the Russian company Resilux Investment OOO in the share capital of the Russian company
Resilux Distribution OOO on November 11th, 2008;
b) the transfer on November 27, 2008 by Resilux Eurasia Holding NV to Eastern Holding NV - both subsidiaries of Resilux NV -
of its 99,99991 % participation in the Russian company Resilux-Volga OOO.
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Operations
Production process
In addition to bottles and wide mouth jars, packaging foils and blister packs are also made from PET. Strictly speaking, these two
applications should also be included in PET packaging, but since they only constitute a minor application and do not form part of
Resilux’s operations, only the production of PET bottles will be considered here.
The production of bottles from PET plastic uses the technique of injection moulding and blowing. This can be done in one single
stage, where the plastic is injected and blown into bottles in a single production line.
There is also a two-stage process where first PET preforms are produced on a production line and then another machine blows
them into bottles.
The two-stage process yields a higher output per unit time, and enables the geographic decentralisation of preform and bottle
production. The volumes transported to bottling companies are thus lower than with fully blown bottles.
The two-stage process for producing PET bottles
PET preforms are produced in 4 steps:
1. The PET plastic (in the form of granulate) is dried to avoid moisture affecting the mechanical properties of the product;
2. The dried PET is melted in an extruder, mixed, and may also be coloured;
3. The molten PET is injected into a mould, and it then solidifies to yield a solid preform;
4. The preforms are taken out of the injection mould and after cooling stored for transport to the customer.
The market players in the PET preform and bottle sectors
Producers of PET preforms and bottles can be divided into four categories:
• Producers being part of a multinational in the packaging industry;
• Producers being part of a filling company;
• Independent producers;
• Producers being part of a PET raw material producer.
Packaging multinationals: integration of PET production
In the packaging industry there have been concentrations that have created a number of worldwide groups that produce and sell an
extensive range of packaging materials, including PET. As a result of acquisitions, these groups have their own preform and bottle
factories. In most cases the integration is only partially.
Production of PET bottles by filling companies
Some very large beverage producers make preforms and bottles themselves instead of buying them externally. Here also, the
integration is not always fully completed. It is estimated that these two first categories form approximately one third of the
European preform market.
Independent producers: small scale by nature
In Europe there are tens, and in the world hundreds, of producers of PET preforms and/or bottles. These producers often operate
regionally or nationally. In many cases they have a high degree of turnover concentration because they only supply one or two
large customers. In Europe, only a small number of producers (amongst which Resilux) have activities in different regions.
First stage
PET plastic Injection moulding PET preforms
Second stage
Blowing PET bottles
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annual report 2008
Producers being part of a PET raw material producer
Some very large producers of PET raw materials have decided some years ago to start to produce preforms themselves. This is in
particular in Europe with the larger suppliers of PET raw materials.
PET as a packaging material - position
Convincing product characteristics
PET is an excellent material for bottles and other packaging due to a number of specific product characteristics that make it
superior to its competitors on the packaging market. By making a comparison on the basis of a number of requirements that
packaging material for drinks and food have to satisfy, PET clearly emerges as the most versatile material.
Material properties PET Glass Tins (alu.) PVC
Transparency ++ ++ - - ++
Resistance to breaking ++ - - ++ ++
Liquid barrier ++ ++ ++ ++
Gas barrier + ++ ++ +
Hot Fill (*) + ++ ++ - -
Use in microwave ovens + ++ - -
Recyclability ++ ++ ++ - -
Packaging/product interaction ++ ++ + +
Flexibility of design ++ ++ + ++
(*) important for certain products with specific shelf life requirements
Legend: ++ + - - -
excellent good average poor Source: Industry Sources
The production of PET bottles is less capital intensive than glass or cans. The transport and storage of PET is also less expensive.
The energy use is less for PET than for glass and aluminium.
A robust market share in the packaging market
PET has been used for drinks packaging since 1970, and has been growing steadily since then.
The first phase of growth: large CSD packaging
PET bottles were initially mainly used for packaging carbonated soft drinks (CSD) in sizes of 1.5 litres or more.
The growing consumption of PET in this phase was mainly at the expense of glass packaging.
The further breakthrough of PET packaging: more applications in more sizes
Technical developments in the area of product properties and better control of production processes have ensured that PET
packaging has become a viable alternative in a growing number of packaging applications. In addition to this broad wise expansion
(more applications), there has also been development in depth, towards more (smaller) sizes.
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Some of the current applications of PET packaging, divided into segments:
Carbonated Water Other drinks Edible oils Food Non-food
drinks
- Cokes - Spring water - Fruit juices - Miscellaneous - Processed food - Cosmetics
- Lemonades - Mineral water - Alcoholic drinks edible oils - Packaged fruit and - Household
- Soft drinks - Sports drinks and table oils vegetables products
- Ice teas - Ketchup, mayonnaise - Medicines
- Milk and sauces - Detergents
- Beer and wine - Dry snacks
Many new developments are taking place, in particular for barrier-sensitive products such as beer, fruit juices, milk, wine and other
alcoholic drinks. The market of milk and fruit juices experienced a quick growth in 2006, 2007 and 2008 due to a change-over
from other packaging materials to PET.
Core activities
Resilux is specialised in the production and sale of PET preforms and bottles. The use of patented production and processing
techniques guarantees filling companies an uninterrupted supply of bottles and preforms in a wide variety of sizes.
In order to optimise customer service, Resilux also organises the blowing of bottles on the customer’s premises or in the vicinity
of the customer (in-house, satellite and wall-to-wall). Here again, Resilux makes a substantial contribution to the logistics
management (just in time) of filling companies.
PET preforms
Resilux supplies a complete range of PET preforms with a wide variety of weights, colours and sizes for the most diverse
applications. Alongside the standard products, Resilux also designs and produces tailor-made models.
The preform weights vary from 15 grams to 124 grams.
With its considerable knowledge and experience in the food, cosmetics and chemical industries, Resilux is able to develop and
supply a suitable PET preform for every liquid product.
The bottles made from Resilux preforms are filled with water, carbonated soft drinks, edible oils, ketchup, detergents, milk, beer,
soft drinks, wine, juices,etc.
The preforms can be monolayer or multilayer. The multilayer preforms have several benefits for soft drinks, beer, milk and wine.
The barrier properties are greatly improved by the layer that is injected between the various PET layers. A higher barrier degree
can also be obtained in other ways (such as ‘blending’). Resilux can offer a very wide range of barrier products to its customers.
Its valuable expertise in the field of recycling enables Resilux to produce on demand preforms made from recycled material.
PET bottles
Resilux applies the most strict quality standards to its production of PET bottles for one-way or multiple use. Bottles suitable for
multiple use are somewhat heavier than the one-way bottles and are characterised by their great firmness. Refillable bottles can
be used up to 15 to 20 times. This market is however small compared to the one-way bottles.
Resilux PET bottles are used worldwide on a large scale as packaging for a variety of liquid products. There is an unlimited variety
of shapes, weights, colours and sizes of PET bottles, and there are also ‘specials’ for hot-fill liquids.
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annual report 2008
Hot-fill is a process in which products are filled at a high temperature, whereby the product is packaged sterilised and has a longer
shelf life. It is currently possible to hot fill new types of PET bottles without the bottle losing its form or firmness as a result. Hot-fill
PET is suitable for use as packaging for products where sterilisation or pasteurisation is important, including:
• Fruit juices and fruit drinks
• Milk
• Ice tea and certain ‘new age beverages’
Blowing projects
Resilux is also specialised in blowing preforms into bottles. Thanks to its experience in the production of preforms, Resilux has
developed the knowledge and experience that is required for blowing bottles.
On demand, Resilux organises the bottle blowing in a production area of the customer (in-house) or in a separate hall right next to
the existing production facilities (wall-to-wall).
The benefits of Resilux professionals blowing the bottles are undeniable. The customer can concentrate on his core business
(production, filling and selling), and the costs of storage and transport of PET preforms and bottles are greatly reduced.
Resilux currently has three in-house blowing projects.
Research & development
As an internationally oriented and prominent market player, Resilux continually invests in new technology for producing and
processing PET preforms and bottles.
Moreover, the Resilux R&D centres continually research ways to further improve quality, to reduce the weight of the packaging of
the bottles, to increase the barrier qualities of PET, to optimise preform and bottle designs, etc. The R&D activities are carried out
in our own laboratories in Belgium, Spain and the USA, and also in the factories of fillers. This provides a better understanding
of processing in practice. Since 2004, Resilux has had 2 patented barrier articles on the market, i.e. Resimid, with its monolayer
barrier technology, and Resimax, a multilayer barrier technology.
Consumption of PET
The success of PET packaging is illustrated by the impressive growth figures for the consumption of PET, which has grown annually
since 1991. In 2007, approximately 3.3 million tonnes of PET were consumed for drink purposes in Europe.
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Productionunits
BELGIUM, Wetteren - Resilux NV
In addition to the statutory seat, Wetteren is also the largest production location for one-way, multiple use, and multilayer PET
preforms. Resilux NV has 15 production lines at the end of 2008, with a combined annual capacity of around 1,200 million
preforms. The production capacity in Wetteren is used for supplying preforms to the North-West of Europe, as well as for export
outside Europe. The Belgian establishment specialises in developing new technologies, such as different applications to increase
the barrier characteristics. These products can be delivered worldwide.
SPAIN, Higuera la Real - Resilux Ibérica Packaging S.A.
This production unit, located in the south of Spain between Sevilla and Badajoz, has 8 production lines with a total annual capacity
of around 700 million preforms. The clientele is growing steadily. The majority of the products are supplied in Spain and Portugal.
Moreover, product applications have also increased greatly. Alongside preforms for waters, soft drinks and edible oils, preforms
are also produced for filling with fruit juices. As from November 2007, this Spanish entity has 2 blowing lines.
GREECE, Patras - Resilux Hellas A.B.E.E.
The Greek production unit is located in Patras, a medium sized port city around 200 km to the west of Athens. This establishment
was set up in the middle of 2000 and has 5 injection moulding lines at the end of 2008, with a total annual production capacity of
around 600 million preforms. The preforms (for water and carbonated soft drinks) are mainly intended for the Greek market. From
here, exports can also go to parts of Central Europe, North Africa and the Black Sea regions. The Greek entity currently also has 2
blowing lines.
RUSSIA, Kostroma - Resilux-Volga OOO
Resilux currently produces in Russia using 6 production lines with a capacity of around 450 million preforms. The factory is located
in Kostroma, around 350 km to the north east of Moscow. The preforms are used for making bottles for water, fruit juices and beer
and are sold exclusively in the Russian Federation.
SWITZERLAND, Bilten and GERMANY - Resilux Schweiz AG
Resilux Schweiz AG comprises all operations in Switzerland and Germany. Besides the preform activities, Resilux Schweiz AG
also has important blowing activities. This entity currently has 8 injection moulding machines and various blowing lines in Bilten.
Besides this, Resilux Schweiz AG also has 2 in-house projects in Switzerland and 1 in-house project in Germany.
USA, Pendergrass, Atlanta - Resilux America, LLC
In December 2004, Resilux Investment Corporation, Inc. acquired all shares of Resilux America, LLC. Previously, this corporation
was a joint venture, set up in 2000, together with American partner, Summit International, LLC, specialised in the design and
development of PET packaging. In addition to the further development of new PET packaging, PET containers and preforms for
niche markets are produced and commercialised. This mainly concerns non-season-related markets with a high added value, such
as food products, household products, cosmetics, personal hygiene, pharmaceutical products and specialities.
HUNGARY, Tuszér - Resilux Hungária Packaging Kft.
In the establishment in Hungary, which became operational in March 2001, 6 injection moulding machines are used for production
at the end of 2008. The total capacity is 480 million preforms. The customers are located in Central Europe.
Sales network
In addition to its various production facilities, Resilux has an extensive network of sales offices and agencies, spread across
different continents. This local presence enables to monitor developments on the different markets from very close by and to meet
the needs of customers quickly and efficiently.
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annual report 2008
7
1
2
983
4
86
5
Overview of production units:
1. Belgium - Wetteren
2. Spain - Higuera la Real
3. Switzerland - Bilten
4. Greece - Patras
5. Russia - Kostroma
6. Hungary - Tuszér
7. USA - Atlanta, Georgia
In-house projects:
8. Switzerland - Sion
- Bischofzell
9. Germany - Gerolstein
Productionunits
Atlanta
Wetteren
Bilten
Bischofzell
Sion
Gerolstein
Tuszér
Patras
Kostroma
Higuera la Real
Productionunits
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annual report 2008
Article 12 of the Royal Decree of November 14th, 2007 on the obligations of issuers of financial instruments admitted to trading on a
regulated market.
The undersigned declare that:
- the annual accounts, which are in line with the standards applicable for annual accounts, give a true and fair view of the
capital, the financial situation and the results of the issuer and the consolidated companies;
- the annual report gives a true and fair view of the development and the results of the company and of the position of the
company and the consolidated companies, as well as a description of the main risks and uncertainties they are faced with.
Dirk De Cuyper Peter De Cuyper
Managing Director Managing Director
CFO ad interim
AnnualreportoftheBoardofDirectors
1. Introduction
During 2008 Resilux has known a further increase of the sold volumes and the results based upon the efforts of the previous years
in marketing, sales organization and in the general strengthening of the organization.
Resilux combined this volume increase with further use of economies of scale and optimal utilization of the existing infrastructure.
Resilux realised this growth despite poor weather conditions in most sales areas and despite an earthquake just before the season
in the immediate neighbourhood of the Greek production unit.
The net financial debts have been further reduced in a way that at the end of 2008, the balance sheet of Resilux shows a solid
financial structure.
Furthermore Resilux has increased the technology component and has further strengthened the organization.
The financial and economic situation has no immediate noticeable impact on the sales and the results of the group.
2. Consolidation base
In 2008, two 100 % subsidiaries of Resilux NV were established in Belgium, Eastern Investment Holding NV and Eastern Holding
NV. Since their foundation, these companies are included in the consolidation base following the method of full consolidation.
3. IFRS
Since 2004 Resilux reports in accordance with the International Financial Reporting Standards set up by IASB, so that the different
data over the exercises in this annual report are always established according to the IFRS rules.
4. Operating results
In 2008 Resilux has continued to improve operating results. Thanks to the combination of increased sales volumes, improved
margins, economies of scale and optimal use of the existing infrastructure.
As part of its balance sheet management, Resilux has further reduced the net financial debts.
DeclarationregardingtheinformationgivenintheannualreportforthefinancialyearendingonDecember31st,2008
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Sold preforms and bottles
The number of preforms sold rose during the financial year 2008 by 10.8% to 3,168 million pieces compared to 2,860 million pieces
in 2007. The increase was the highest during the first half year (+14.1% compared to an increase of 7.0% in the second half of the
year).
The increase in sales of preforms was high in the United States where there is an increased interest for supplying preforms.
Also the sales of performs in Russia, Eastern-Europe, Spain and Scandinavia showed a substantial increase.
The number of bottles sold decreased by 9.4% to 424 million bottles. This decrease occurred mainly in Germany. Greece and
America showed an increased sales of bottles by respectively 14.4% and 3.0%.
Preforms & bottles sold (in millions of pieces)
(1) As from 2005, the volumes of the production unit in the United States were incorporated.
Spain and Portugal (20%) Spain and Portugal (20%) Spain and Portugal (18%)
Eastern-Europe (14%) Eastern-Europe (14%) Eastern-Europe (14%)
Germany (12%) Germany (14%) Germany (10%)
Greece and Cyprus (10%) Greece and Cyprus (11%) Greece and Cyprus (14%)
Russia (8%) Russia (6%) Russia (11%)
France (6%) France (7%) France (8%)
Scandinavia (6%) Scandinavia (5%) Scandinavia (5%)
United States (5%) United States (3%) United States (1%)
Benelux (4%) Benelux (5%) Benelux (4%)
United Kingdom (3%) United Kingdom (5%) United Kingdom (6%)
Switzerland (3%) Switzerland (3%) Switzerland (6%)
Others (9%) Others (7%) Others (3%)
Preforms sold per country:
in 2008 in 2007 in 2006
2000
Preforms
Bottles
2001 2002 2003 2004 2005 2006 2007
1382
187
1678
560
1882
705
1952
446
1670
365
2067
379
2643
418
2860
468
3168
424
3500
3000
2800
2600
2400
2200
2000
1800
1600
1400
1200
1000
800
600
400
200
0
2008
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annual report 2008
Bottles sold per country:
in 2008 in 2007 in 2006
Switzerland (50%) Switzerland (46%) Switzerland (54%)
Germany (21%) Germany (27%) Germany (23%)
United States 19%) United States (17%) United States (17%)
Greece (9%) Greece (7%) Greece (6%)
Others (1%) Others (3%) Others (0%)
Belgium (31%) Belgium (34%) Belgium (33%)
Spain ( 21%) Spain ( 21%) Spain (19%)
Switzerland (11%) Switzerland (11%) Switzerland (10%)
Greece(11%) Greece (14%) Greece (14%)
Hungary (11%) Hungary (11%) Hungary(12%)
Russia (8%) Russia (6%) Russia (11%)
United States (7%) United States (3%) United States (1%)
Carbonated Carbonated Carbonated
drinks (38%) drinks (36%) drinks (44%)
Water (27%) Water (30%) Water (32%)
Fruit juices (12%) Fruit juices (13%) Fruit juices (7%)
Beer (9%) Beer (9%) Beer (8%)
Oil (5%) Oil (5%) Oil (5%)
Milk (5%) Milk (3%) Milk (2%)
Detergent (3%) Detergent (3%) Detergent (1%)
Ketchup (1%) Ketchup (1%) Ketchup (1%)
Sales per type of preform:
in 2008 in 2007 in 2006
Preforms sold per production unit:
in 2008 in 2007 in 2006
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The increase of sold quantities is due to the continuous growth of the market of PET packaging as a result of a competitive
advantage compared to other packaging technologies regarding energy and raw material consumption.
The high increase in price and the limited offer of glass in 2008 made customers who traditionally filled in glass switch to PET
packaging and also increased the interest of markets where PET packaging is not used yet, to switch to PET packaging.
Furthermore, the increase is also the result of the implementation of the new sales strategy of Resilux whereby the geographical
spread within Europe remains an important factor. The qualitative and quantitative strengthening of the sales organisation
remained, also in 2008, a priority that contributed to the growth.
The climate had an effect on the volumes sold in the second half of the year. The weather during the summer months in North and
Western Europe was bad. Also Russia has known abnormal poor weather conditions. There have been several strikes in the south of
Europe in the ports and the transportation sector. As already mentioned an earthquake occurred in Greece in June 2008.
The sales of barrier products showed a small decrease. The sale of own blends did show a further growth.
The decrease of the volumes of plain water has been compensated by a strong increase of carbonated drinks and applications for
milk and beer.
Raw Materials
PCI Benelux (Euro per ton)1
1. Own calculations based on data from PCI (PET Packaging, Resin & Recycling) Ltd. The ‘PCI’ is a publication that is used as a market price indicator for the PET
raw material.
It is well known that Resilux and other preform suppliers pass on fluctuations in raw material prices to their customers at the
applicable market rates. Preform producers generally build up their stocks for the peak period, in order to prepare for the summer
season when volumes are the highest. This means that they buy and process raw materials before the summer season.
Resilux wants in the coming years to further limit its dependence on seasonal activities. Furthermore, the company has a strict
policy regarding the inventories.
During 2008 the prices of raw materials have shown a slight increase towards the summer season with a peak in July. After the
summer the prices have shown a sharp decrease. Beginning of 2009, the prices stabilised again. Seen from a medium term
perspective, prices in 2008 were, as for most other raw material prices, relatively high.
The increase is nevertheless less strong than for other raw materials. The PET prices for the last years are still substantially below
the record prices during the years 1994 and 1995.
Turnover
Following the increase in volumes, the turnover increased in 2008 with respect to the previous financial year by 4.7% to
e 210.2 million. In 2007, the turnover rose by 7.1% with respect to 2006. However, turnover is not a good parameter due to
fluctuations in PET prices being passed on to customers.
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annual report 2008
Effect of the earthquake
In June 2008 an earthquake occurred in Greece. The production unit of Resilux was damaged. The production was temporarily
stopped but Resilux managed to restart the operational activities quickly, however with some limitations. In the mean time,
the damage file at the insurance company has been settled entirely. All costs and compensations regarding the earthquake are
considered as non recurrent.
The total consolidated figures include the following non recurrent items : added value and operational cashflow e 5.3 million,
operating result e 0.9 million and result after taxes e 0.4 million.
Added Value
The added value rose in 2008 by 26.8% to e 53.3 million or a total increase of e 11.3 million.
Added value (in millions of Euro)
Operational cash costs
Total other goods and services increased during 2008 by 8.5%. This increase is mainly explained by higher costs due to the
earthquake in Greece and increased variable costs. The strongest increase was the increase of the energy costs owing to high
prices on the one hand and increased consumption on the other hand.
The total staff costs increased because of salary indexations and additional hiring to strengthen the organization in order to be
able to fill the needs of the market, to fill in future growth and to increase the technology component of the group.
Consolidated operating cash flow (EBITDA)
As a result, the consolidated operational cash flow rose by 39.7% to e 31.8 million. Excluding the effect of the earthquake, the
operational cashflow increased by 16.3% to e 26.4 million.
Operating cash flow over time (in millions of Euro)
55
50
45
40
35
30
25
20
15
10
5
0
2000BelgianStandards
2001BelgianStandards
2002BelgianStandards
2003BelgianStandards
2004BelgianStandards
2004IFRS
2005IFRS
2006IFRS
2007IFRS
27.6
34.7
40.9
34.5
31.6 30.9
28.1
34.1
42.0
2008IFRS
53.5
35
30
25
20
15
10
5
0
2000BelgianStandards
2001BelgianStandards
2002BelgianStandards
2003BelgianStandards
2004BelgianStandards
2004IFRS
2005IFRS
2006IFRS
2007IFRS
18.721.6
24.4
19.617.5
14.2
11.8
16.4
22.7
2008IFRS
31.8
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32
Consolidated operating cash flow (EBITDA) 2008 2007 Change 2008 as a % of the total
(in thousands of Euro)
Resilux NV 5,892 5,572 5.7% 18.5%
Resilux Ibérica Packaging S.A. 3,674 3,839 -4.3% 11.6%
Resilux Russia (*) -313 -653 n.s.(***) -1.0%
Resilux Hellas A.B.E.E. 8,067 2,012 300.9% 25.4%
Resilux Schweiz AG 11,409 11,084 2.9% 35.9%
Resilux America (**) 1,115 392 184.4% 3.5%
Resilux Hungária Packaging Kft. 2,573 2,193 17.3% 8.1%
EBITDA before consolidation adjustment and Holdings 32,417 24,439 32.6% 102.0%
Consolidation adjustment and Holdings -645 -1,694 n.s. -2.0%
EBITDA after consolidation adjustment and Holdings 31,772 22,745 39.7% 100.0%
(*) Resilux Investment OOO + Resilux-Volga OOO + Resilux Distribution OOO
(**) Resilux Investment Corporation, Inc. + Resilux America, LLC
(***) non significant
In comparison with 2007 the increase in EBITDA for 2008 was the highest in Greece, the United States and Hungary.
The American activities have shown a clear improvement of the results during 2008. Especially the increased sale of performs has
contributed to higher operational cashflows.
The Hungarian activities have shown an increase in Ebitda of 17.3%. Resilux Hungary is one of the main players in the barrier
business in Central Europe. These barrier performs are supplied to breweries.
The Russian activities knew a weak 2006 and 2007. During 2007 a new sales organisation and new sales strategy were
implemented together with other operational measures. This has only improved the results during the second half year of 2008.
The operational non-cash costs increased by e 4.5 million. The major part of this increase is due to extra write offs as a result of
the earthquake in Greece.
Investments
The investments over the last few years are as follows (in thousands of Euro):
Investments in the last financial years (in thousands of Euro) 2008 2007 2006
Investments in intangible fixed assets 84 140 284
Investments in tangible fixed assets 7,263 5,058 18,467
Investments in financial fixed assets 0 0 0
Disinvestments -865 -455 - 1,772
Total investments 6,482 4,744 16,979
In 2008 net investments, disinvestments included, amounted to e 6.5 million. The most important capital expenditures were
an extra preform line in Spain, an extension of the buildings in Hungary and a number of new moulds. The most important net
investments are realised in Hungary (e 2.0 million), Spain (e 1.3 million) and Belgium (e 1.2 million).
Operating Result
The operating result was positive in 2008 at e 13.9 million, an increase compared with the operating result of e 9.3 million in 2007,
this means an improvement of e 4.6 million.
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annual report 2008
The breakdown of the operating result per group entity is as follows:
Consolidated operating profit (EBIT) 2008 2007 Change 2008 as a % of the total
(in thousands of Euro)
Resilux NV -598 1,772 -133.7% -4.3%
Resilux Ibérica Packaging S.A. 1,769 2,302 -23.2% 12.8%
Resilux Russia (*) -803 -1,357 n.s. (***) -5.8%
Resilux Hellas A.B.E.E. 2,307 624 269.7% 16.6%
Resilux Schweiz AG 8,295 7.593 9.2% 59.8%
Resilux America (**) -389 -1,178 n.s. -2.8%
Resilux Hungária Packaging Kft. 1,042 960 8.4% 7.5%
Operating profit before consolidation adjustment and Holdings 11,623 10,716 8.5% 83.9%
Consolidation adjustment and Holdings 2,237 -1,383 n.s. 16.1%
Operating profit after consolidation adjustment and Holdings 13,860 9,333 48.5% 100%
(*) Resilux Investment OOO + Resilux-Volga OOO
(**) Resilux Investment Corporation, Inc + Resilux America, LLC
(***) non significant
The negative operating result of Resilux NV can be explained by a write off on the shares of Resilux Eurasia Holding NV by e 2.7
million. This write off is reversed in consolidation and has no impact on the consolidated operating result of Resilux.
5. Financial results
Net financial costs
The net financial charges increased by e 1.0 million to a total amount of e 6.7 million. Despite the decrease of the net financial
debt and the interest rates, net interest charges remain stable. This can be explained by the fact that the financial items include
costs regarding the exit of the Belgische Maatschappij voor Internationale Investering (BMI) in 2009. In addition, the foreign
exchange results were negative for e 1.6 million. During the previous year, these were close to zero.
Profit
A profit before taxes of e 7.2 million was thus realised in 2008, compared with a profit of e 3.7 million in 2007. Taxes amounted to
e 2.7 million compared to e 0.7 million in 2007. After taxes, the group realised a profit of e 4.5 million compared with a profit of
e 3.0 million in 2007.
Net Cash flow
In 2008, the net cash flow increased by 36.6% to e 22.4 million.
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Net cash flow (in millions of Euro)
Net financial debt
Resilux reduced its net financial debts in 2008 with e 16.3 million. The net financial debts amounted to e 34.3 million at
December 31st, 2008, compared with e 50.6 million at the end of 2007 and e 55.0 million at the end of 2006. The working capital
(inventories plus trade receivables minus trade payables) increased with e 6.8 million due to a combination of decreased trade
payables and a decrease of inventories.
A further reduction in the net financial debts remains an important goal.
6. Risk management and internal control
Concerning the description of the major risks and uncertainties the company can be confronted with, the exposure to risks arising
from foreign currencies, interest rates, raw material prices, and creditworthiness are a consequence of the normal operations of
the group. It is the aim of the group to manage each one of these risks.
Exchange rate risks
With regard to exchange rates, Resilux has a policy of passive hedging per production unit. This means that the net flows per
exchange rate are calculated for each production unit, and if necessary derivatives are used. The most important currencies of the
group are the Euro, the American dollar, the Swiss franc, the Hungarian forint, and the Russian rouble.
Purchases and sales are mainly in Euro of USD or the equivalent of Euro and USD.
The exchange rate risk as a result of the translation of assets and liabilities of foreign subsidiaries to Euro is not covered.
According to the riskmanagement policy of the group, generally between 75% and 100% of all transactions is covered.
The hedgings do not always happen immediately for 100% but can also be made gradually for a longer period.
An increase or decrease of the RUB and USD can have an impact on the contribution of the results of on the one hand the Russian
activities and on the other hand the Amerian activities. The total contribution of these two units is rather limited sofar but it is the
intention that this contribution will increase substantially during the coming years.
24
22
20
18
16
14
12
10
8
6
4
2
0
2000BelgianStandards
2001BelgianStandards
2002BelgianStandards
2003BelgianStandards
2004BelgianStandards
2004IFRS
2005IFRS
2006IFRS
2007IFRS
14.915.4
16.7 16.6
14.3
10.4
9.2
10.9
16.4
2008IFRS
22.4
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annual report 2008
Interest rate risks
The long term financial borrowings are at variable interest rates and are at this point in time only partly covered by interest caps.
The short term borrowings are untill now only covered to a limited extent.
It is the intention to cover during 2009 50% to 75% of the interest risks of the total borrowings.
Purchase of raw materials and risk of inventories
As well known, Resilux and other preform suppliers pass on fluctuations in raw material prices to their customers at the applicable
market rates. There is thus mainly a timing risk between purchase and sale.
The company tries to reduce this risk by limiting its dependence on the seasonal activities. Also a more restrictive policy regarding
inventories of finished goods is implemented.
Furthermore, the increase of the added value products leads to a decreased sensitivity of changes in prices of raw material.
Credit risk
Resilux has a firm policy on credit risk. Resilux manages its credit risks through customer diversification, by working within set
credit limits and periods, and by screening the creditworthiness of the parties it deals with. These risks are also mainly covered by
credit insurance.
Seasonality
Resilux continues to work on reducing the dependence on the seasons by the geographical spread of the sales and production
units and by using minimum volumes throughout the year in the contracts and by limiting the part of the seasonal packaging.
Capital structure
Resilux is aiming at keeping the ratio between net financial debt and operational cashflow at a level that can be considered by
the financial markets as healthier than normal. During 2008 Resilux is meeting largely the covenants of the external financing
agreements.
Furthermore, on January 12th, 2009, after consultation of the report from the Audit Committee as presented by the Chairman of
the Audit Committee, the Board of Directors noted that the absence of an internal auditing position within the Company is justified
in view of the size of the organisation and good operation of the existing systems and procedures for internal control and risk
management, which will be further reinforced in 2009. The further long term professionalization of these systems and procedures
will be evaluated regularly and accurately.
7. Research and development
Resilux spends more and more resources on research and development and patents and licences both on the level of production
processes as on the level of finished goods.
The budget 2009 includes an amount of e 1.8 million for research and development and innovation.
The proportion of the production technology designed in-house is maximized in order to create competitive advantages. Some of it
is protected by patents and licences. Considerable efforts are made to further enhance technological leadership within the sector.
Quality improvements, cost efficiency and less waste during production remain important topics.
Increased investments are made in lower energy consumption, less production waste, increased output per square metre,
automation and decrease of packaging and logistic costs.
Regarding the development of new products and applications, Resilux is very much focused on a decrease of the weight of the
preforms and on a development of perform designs for applications which sofar have not been used on an industrial scale. Also the
development of preforms with barrier, improving the barrier qualities of PET and the development of new production technologies
remain important topics for Resilux.
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36
The costs of own research and development are not registered as assets.
In total, 16 employees of the Resilux group in 2008 mainly worked on a number of research and development projects. This figure
is unchanged compared to 2007. Since 2007, cooperation with universities and independent research centers has increased.
In the coming years, Resilux wants to increase the technology component as well in the production process as in the finished
product.
8. Environment
Resilux produces preforms made of PET (polyethylene teraphthalate). PET is quite easy to recycle. It can be recycled mechanically
or chemically. PET is mainly reused as a fibre for clothing and synthetic fabrics, foils and packaging, and to an increasing extent in
the production of PET bottles. Resilux has mastered the technique of ‘bottle-to-bottle’ recycling, which means that a new bottle
can be produced out of a used one.
PET is the most environmentally-friendly product of all packaging on the market for one-way packaging. Scientific studies have
shown that PET packaging is more environmentally friendly than glass, for example. The environmental costs of production
process, transport, cleaning, etc, all have to be taken into account, and they make the environmental assessment of PET very
favourable.
In addition, within the Resilux group, considerable emphasis is placed on energy-saving processes and procedures.
During 2009 an amount of e 0.5 million will be invested in energy saving and environmental measurements.
The strategy consists of continuous technological innovation, so that Resilux can respond to changing customer requirements and
environmental legislation. In addition to user-friendliness, PET packaging also guarantees optimum food safety.
9. Personnel and organisation
The workforce consisted of 450 people on December 31st, 2008, compared to 410 people on December 31st, 2007 and 420 people
in 2006.
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annual report 2008
The employees are distributed over the various production units as follows:
Number of employees on:
December 31st, 2008 December 31st, 2007 December 31st, 2006
Belgium (95) Belgium (90) Belgium (89)
Russia (60) Russia (56) Russia (47)
Spain (48) Spain (46) Spain (43)
Greece (48) Greece (39) Greece (44)
Switzerland (79) Switzerland (82) Switzerland (93)
Hungary (42) Hungary (39) Hungary (36)
America (78) America (58) America (68)
The average workforce expressed in full-time equivalents was 428 in 2008, compared to 407 in 2007 and 399 in 2006.
10. Warrants
On December 20th, 2002, the Board of Directors approved a warrant plan in the framework of the authorised capital, whereby
18,670 warrants were created by notarial deed on December 23rd, 2002.
The objectives of this plan are:
(I) to create a long term incentive for employees and consultants of the company and related companies who can make an
important contribution to the success and growth of the company.
(II) to enable the company to attract skilled and experienced employees and external consultants.
(III) to create a common interest between the beneficiaries of the warrants and the shareholders of the company, that is aimed at
increasing the value of the shares of the company in order to foster employee confidence and motivation in the long term, and
to increase group profitability.
Based on this warrant plan, 11.470 warrant were allocated to the Company staff with an exercise price of e 65,41 per warrant.
Each warrant awards the right to one share. This plan is prolonged by three years according to article 47 §4 of the Law of March
26th, 1999, as introduced by article 407 of the Program Law of December 24th, 2002. This implies that the plan can be exercised
until 2010. At the end of 2008, 181 warrants under this plan have been cancelled due to staff departures, so that 11.289 warrants
remain to be exercised.
On December 19th, 2006, the Extraordinary Shareholders’ Meeting of Resilux NV decided to issue a subordinated bond with
warrants for a rounded amount of e 7.5 million and, consecutively, to issue 166,665 warrants, subscribed by Compagnie du Bois
Sauvage SA. This bond carries an interest rate of 7% on annual base and is payable in three equal parts: one third after three years,
one third after five years and one third after seven years. The warrants can be exercised at any time during a period of five years as
from the issue, with a minimum of 15,000 pieces and at an exercise price of e 45 per warrant.
If all warrants would be exercised, the capital would be diluted by 8.98% and the financial dilution would be equal to the difference
between the exercise price and the share price at the time of exercising.
11. Important recent developments
The actual financial and economic environment can have an impact on the needs of the customers.
Resilux has the technology to supply all known applications of PET preforms and PET bottles. This enables Resilux to adapt quickly
to the ever changing requirements of consumers and also to any changes in law.
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38
Resilux has modern production facilities, where growth can be realised with limited capital expenditures. Resilux also has a solid
financial structure. The current cash flows allow Resilux to invest in additional capacity and new products and to increase the
efforts on the level of R & D and innovation.
As a result, Resilux is well positioned to anticipate in the current financial and economic market and the possible changing needs
of the consumer.
A first package of capital expenditures for e 8.0 million is being implemented. This includes extension of capacity in Russia,
Hungary and the United States.
In the current market, special attention is paid to the follow up of customer receivables, to a selective investment policy, to a
further strengthening of marketing and sales and to a strengthening of the organization in order to support future growth and to
increase the technology component by research and development and innovation.
Resilux expects positive results for 2009.
12. Information regarding article 34 of the Royal Decree of November 14th, 2007 concerning the obligations of the issuers of
financial instruments, admitted for transaction on a market that is in accordance with the regulations (for conversion of the
Take-over guidelines)
a) On December 31st, 2008, the share capital of the Company amounts to e 17,183,856.00 represented by 1,980,410 shares with
no nominal value, each of which represents 1/1,980,410th of the capital. All shares are fully paid and each share gives right to
vote.
As a result of the issue by the Company of a warrant plan for the staff, a total of 11.470 warrants are allocated to the Company
staff, of which, on the account closing date, there are still 11.289 warrants with an exercise price of e 65,41 per warrant, which
can be exercised until October 2010.
Furthermore, Compagnie du Bois Sauvage SA, as part of the issue by the Company of a subordinated bond loan with warrants,
has subscribed to 166,665 warrants on December 19th, 2006, which can be exercised on any date until December 18th, 2011,
with a minimum of 15,000 at an exercise price of e 45.00 per warrant.
Based on the last transparency notification, as received on October 31st, 2008, the shareholders’ structure on
December 31st, 2008 is as follows:
Shareholder Current voting % of issued Possible future % of issued and
rights Company stock voting rights currently non-
issued stock
(warrants)
Tridec Stichting Administratiekantoor * 921,000 46.51% 921,000 42.67%
De Cuyper family * 110,865 5.60% 110,865 5.14%
NV Immo Tradec * 48,534 2.45% 48,534 2.25%
NV Belfima Invest * 30,333 1.53% 30,333 1.41%
NV Tradidec * 30,973 1.56% 30,973 1.43%
Public 838,705 42.35% 838,705 38.86%
Compagnie du Bois Sauvage SA 166,665 7.72%
Others 11,289 0.52%
Total 1,980,410 100% 2,158,364 100%
(“denominator”) (“fully diluted”)
* Tridec Stichting Administratiekantoor (controlled by Alex De Cuyper, Peter De Cuyper and Dirk De Cuyper) acts in mutual consultation with the De Cuyper family
and the companies NV Immo Tradec, NV Belfima Invest and NV Tradidec.
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annual report 2008
b) There are no legal or statutory limits for transfer of shares for the shares emitted by the Company, nor for exercising the right
to vote.
c) As long as Tridec Stichting Administratiekantoor has a participation of at least 35%, it has the statutory right to nominate four
directors. For the time being, Tridec Stichting Administratiekantoor hasn’t appointed a fourth director.
d) The members of the Board of Directors are nominated by the Shareholders’ Meeting.
According to article 16 of the Company’s articles, the remaining Directors can temporarily fill in a vacancy for Director in case
there is one. In that case, the Shareholders’ Meeting will proceed to a final appointment during their next meeting.
According to article 15 of the Company’s articles, the Board of Directors can have a maximum of seven members and, as
already mentioned above, as long as Stichting Administratiekantoor Tridec holds at least 35% of the shares of the company, it
has the right to nominate four candidates for an appointment as Director.
Other Directors will be nominated by the Remuneration and Appointment Committee, taking into account the needs of the
Company and in accordance with the selection criteria and appointment procedure set up by the Board of Directors.
For the composition of the Board of Directors, the necessary diversity and complimentarity in the matter of skills, practice and
knowledge is taken into account.
The members of the Board of Directors are each time nominated for a maximum period of four years.
e) The Shareholders’ Meeting can deliberate and vote for changes of articles, considering the conditions imposed by articles 540,
543, 558, 559 and according to the Companies Code.
f) The following rules are set up in reference to the competences of the administrative board regarding emitting and purchase of
its own shares:
Temporary provisions - Authorised capital
For a period of five years, starting from the publication of the decision of the Shareholders’ Meeting of the nineteenth of May
two thousand and six in the Annexes to the Belgian Bulletin, the Board of Directors is authorised to increase the share capital
in one or more instalments to the amount of sixteen million two hundred and thirty six thousand Euro (e 16,236,000.00).
The capital may be increased by cash or non-cash contributions, and by conversion of reserves subject to observance of the
requirements of article 603 and onwards of the Companies Code.
In addition to the issue of ordinary shares, capital increases decided upon by the Board of Directors may also be realised
through the issue of preference shares, shares without voting rights, shares and/or warrants in the favour of employees, and
convertible bonds and/or bonds with warrants.
The Board of Directors is authorised to restrict or cancel the preferential rights in the interests of the company, when the
capital increase is within the bounds of the authorised capital.
The Board of Directors is authorised to restrict or cancel the preferential rights in the favour of one or more specific persons,
even if they are not employees of the company or its subsidiaries.
The Shareholders’ Meeting has expressly authorised the Board of Directors to increase the subscribed capital in one or more
instalments, as of the date of the company being notified by the Banking, Finance and Insurance Commission of a public
takeover bid on the company shares, by cash contribution with the cancellation or restriction of the pre-emptive rights of
the existing shareholders, or by contribution in kind in accordance with article 607 of the Companies Code. This authority is
granted for a period of three years, starting from the publication of the decision of the Shareholders’ Meeting of the nineteenth
of May two thousand and six in the Annexes to the Belgian Bulletin, and may be renewed.
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40
In the event of a capital increase being made by cash subscription with a share issue premium, the Board of Directors shall
have the authority to stipulate that the issue premium be booked to the ‘share issue premium’ reserve that is unavailable for
distribution, which shall constitute a guarantee to third parties to the same extent as the share capital, and which may only be
used in accordance with the conditions set by the coordinated laws on commercial companies for amendments to the articles
of association, without prejudice to the possibility of a capital conversion by the Board of Directors.
The Board of Directors has the authority to amend the articles of association of the company in accordance with the capital
increase that is decided upon within the scope of its authority.
Temporary provisions - Purchase of own shares
The Board of Directors is authorised to acquire or alienate the company’s own shares or participating bonds in accordance
with the legal requirements, if the acquisition or alienation is necessary to avoid impending serious harm for the company. This
authorisation applies for a period of three years, starting from the publication of the decision of the Shareholders’ Meeting
of the nineteenth of May two thousand and six in the Annexes to the Belgian Bulletin, published on the twelfth of June two
thousand and six.
By virtue of article 620 of the Companies Code, the Board of Directors is authorised to acquire or alienate the maximum
allowed number of own shares or participating bonds by purchase or exchange, at a price equal to the quoted price of these
shares on a Belgian stock exchange at the time of this acquisition or alienation, all in accordance with articles 620 to 625 of
the Companies Code.
The authorisation to acquire applied for a period of eighteen months, starting from the publication of the decision of the
Shareholders’ Meeting of the sixteenth of May two thousand and eight in the Annexes to the Belgian Bulletin (published on the
sixth of June two thousand and eight). Insofar allowed by the law (and in particular by article 622 of the Companies Code), the
authorisation to alienate shall apply without time limits as of the date of this instrument.
Article 11 - Preferential right
In the event of a capital increase being realised in a way other than by contribution in kind or merger, and without prejudice
to a decision of the Shareholders’ Meeting or Board of Directors to the contrary, the new shares shall first be offered in
preference to the shareholders in proportion to the share capital represented by their shares.
The preferential right may be exercised for a period of at least 15 days starting from the day of the subscription being opened.
The subscription price and the period within which the preferential right may be exercised shall be determined by the
Shareholders’ Meeting or, when an increase is decided upon in accordance with article 603 of the Companies Code, by the
Board of Directors.
If a share is encumbered with usufruct, the preferential right shall be given to the owner of the share without usufruct. For
shares pledged as security, the preferential right shall exclusively go to the owner-pledger.
g) There are no other share plans for employees for which the right for control is not directly executed by the employees.
h) The Company has no knowledge of agreements of shareholders which could lead to a limitation of transfer of share and/or
exercising the right to vote.
i) There are no important agreements of which the Company is part and that start, change of finish in case there is a change of
control of the Company as a result of a public offer for take-over, or the consequences of it.
j) There are no agreements between the Company and the Directors or employees which provide for a remuneration in case the
Directors resign or are being discharged without a valid reason, or when the employment of the employees is finished as a
result of a public offer for take-over.
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annual report 2008
13. Notification on the exemption of the offer duty (Article 74 Law of April 1st, 2007)
Pursuant to article 74 §7 of the Law dated April 1st, 2007 on public takeover bids, the Company has duly received the following
notification of exemption from the offer duty dated February 14th, 2008 as sent on behalf of the parties below acting by mutual
agreement.
In this respect, the company did not receive any additional notifications.
Identity of the persons who, as of September 1st, 2007,
held, by mutual consultation, more than Identity of the
30% of the voting shares in RESILUX NV final controller Number of shares %
1. STAK TRIDEC - 921,000 46.51%
Houtsnip 17, 3766 VD Soest, Nederland
STAK TRIDEC 921,000 46.51%
2. Belfima Invest NV Peter De Cuyper 30,333
BE 0466 014 328 p.a. Damstraat 4
9230 Wetteren
3. Peter De Cuyper - 33,105
p.a. Damstraat 4
9230 Wetteren
Peter De Cuyper 63,438 3.203%
4. Tradidec NV Dirk De Cuyper 30,973
BE 0464 996 422 p.a. Damstraat 4
9230 Wetteren
5. Dirk De Cuyper - 31,760
p.a. Damstraat 4
9230 Wetteren
Dirk De Cuyper 62,733 3.168%
6. Immo Tradec NV Tradec Invest NV 48,534
BE 0439 777 214 BE 0453 976 133
Tradec Invest NV 48,534 2.45%
7. Others (natural persons < 3%) - 46,000
Others 46,000 2.323%
Total 57.65%
The scheme of mutual consultation and the corresponding control chain according to the terms of the Law of April 1st, 2007 on
public take-over bids is available on the website at www.resilux.com (Investor Relations - General Information).
14. Tax dispute in Russia
In 2006, the Board of Directors reported that the Russian subsidiary Resilux Investment OOO was engaged in a VAT dispute
amounting to e 4.5 million with the Russian tax authorities.
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As to this dispute, the court ruling in cassation decided at the end of 2007 to revoke the earlier decisions on the merits - in
particular the rejection of the claim of the Russian tax authorities in first instance and in appeal - and to refer the case back to
first instance. In the course of 2008, the case was settled again by the court in first instance, the court in appeal and the court in
cassation, whereby the claim of the Russian tax authorities was rejected each time.
After the account closing date, on February 13th 2009, the Russian tax authorities have exhausted their final legal remedy, and
introduced a claim before the Russian Supreme Court, who first declared the claim admissible but finally, on March 11nd, 2009,
decided that the claim was unfounded.
15. Outlook, expectations and significant events since the year end
Resilux expects positive results for 2009. Despite the current problem on the financial markets and the weakening of the economy,
Resilux is well positioned : Resilux has not only modern production facilities, where growth can be realised with limited capital
expenditures but also a solid financial structure. The current cash flows allow Resilux to invest in additional capacity and new
products and to increase the efforts on the level of R&D and innovation. No additional external financing is required for this.
A first package of capital expenditures for e 8.0 million is being implemented. This includes extension of capacity in Russia,
Hungary and the United States.
Resilux also continues to develop the technology of the products and the processes, such as those for products that require a
higher barrier content.
The reduction in the net financial debt will continue.
Resilux continues to have a strong belief in the enormous potential of PET preforms and bottles over the next years.
The growth prospects for the PET packaging market remain good, and the expectations are that the market will continue to grow
over the next 3 to 7 years. In Northwest Europe, the growth will mainly come from new product applications, such as fruit juices
and milk, and less from water and soft drinks. In Central and Eastern Europe, the growth expectations are higher than in Northwest
Europe, both for existing and new product applications.
Since the end of the financial year, no other important events have occurred of a nature to significantly influence the results of the
company.
16.Appropriation of results
The Board of Directors of Resilux NV proposes to the Shareholders’ Meeting to pay no dividend for the financial year 2008.
The proposed appropriation of the results is as follows (in thousands of Euro, Resilux NV statutory accounts):
Profit of the financial year to be appropriated 2,620
Profit brought forward from the previous financial year 1,303
Balance of profit to be appropriated 3,923
Substraction to the available reserves -196
Profit to be carried forward 3,727
The consolidated reserves (IFRS) can then be shown as follows (in thousands of Euro):
Consolidated reserves
Reserves carried forward on December 31st, 2007 4,866
Consolidated profit for the financial year 4,510
Unrealised result on hedging contracts included in equity 2
Total consolidated reserves on December 31st, 2008 9,378
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Balance sheet 44
Income statement 45
Cash flow statement 46
Statement of changes in equity 47
Notes to the consolidated financial statements 47
Comments IFRS 2008 69
Auditor’s report 75
Balancesheet (in thousands of Euro)
Notes 31.12.2008 31.12.2007 31.12.2006
IFRS IFRS IFRS
Non-current assets 63,602 72,527 82,446
Property, plant & equipment 4 47,465 55,856 65,896
Intangible assets 5 209 288 345
Goodwill 6 13,685 13,685 13,685
Other financial assets 7 17 17 17
Deferred tax 8 1,867 2,416 2,244
Non-current receivables 359 265 259
Current assets 76,657 77,760 68,296
Inventories 10 32,810 37,458 31,922
Trade receivables 9 27,812 27,076 24,570
Other current assets 9 3,905 5,752 3,885
Cash and cash equivalents 11 12,130 7,474 7,919
TOTAL ASSETS 140,259 150,287 150,742
Equity 12 44,748 38,880 35,894
Non-current liabilities 34,154 39,611 28,663
Subordinated loans 13 9,038 10,617 10,467
Interest-bearing borrowings 13 21,994 26,597 15,736
Provisions 15 1,260 780 588
Deferred tax 8 1,862 1,617 1,872
Current liabilities 61,357 71,796 86,185
Subordinated loans 13 3,179 0 0
Interest-bearing borrowings 13 24,452 31,475 47,231
Trade payables 14 24,749 35,429 34,550
Income tax payables 1,469 777 259
Other amounts payables 14 7,508 4,115 4,145
TOTAL LIABILITIES 140,259 150,287 150,742
Consolidatedannualaccounts2008<
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annual report 2008
Incomestatement (in thousands of Euro)
Notes 2008 2007 2006
IFRS IFRS IFRS
Operating revenues 216,430 200,314 189,552
Turnover 210,170 200,806 187,452
Changes in inventories finished goods -3,655 -1,445 984
Other operating income 16 9,915 953 1,116
Operating expenses 202,570 190,981 186,740
Raw materials and consumables used 132,419 129,964 127,346
Services and other goods 30,741 28,336 28,073
Remuneration, social security charges and pensions 17 18,687 16,672 16,649
Depreciation and amortisation expense 17,913 13,412 13,569
Other operating expenses 16 2,810 2,597 1,103
Operating result 13,860 9,333 2,812
Net finance result 18 -6,701 -5,680 -5,197
Result before taxes 7,159 3,653 -2,385
Income taxes 19 -2,649 -649 -290
Net result 4,510 3,004 -2,675
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ConsolidatedCashflowStatement(in thousands of Euro)
2008 2007 2006
Cash flow from operating activities
Operating result 13,860 9,333 2,812
Depreciation and amortization 17,913 13,412 13,569
Gain on disposal fixed assets -62 -192 -154
Gross operating cash flow 31,711 22,553 16,227
Changes in trade receivables -1,128 -3,046 206
Changes in inventory 5,175 -5,814 3,057
Changes in trade payables -11,256 1,552 -450
Other changes in net working capital 4,603 -426 1,778
Change in net working capital -2,606 -7,734 4,591
Net operating cash flow 29,105 14,819 20,818
Interest income / (expense) -6,701 -5,680 -5,197
Income taxes paid -1,047 -650 -642
Cash flow from operating activities 21,357 8,489 14,979
Cash flow from investing activities
Purchase of tangible and intangible fixed assets -7,347 -6,790 -19,287
Receipt of government grants 0 1,592 315
Proceeds on disposals of tangible and intangible fixed assets 927 647 1,994
Cash flow from investing activities -6,420 -4,551 -16,978
Cash flow from financing activities
Dividends paid 0 0 0
Net capital increase including warrants 0 0 5,301
Proceeds from (+), payments (-) of subordinated loans 1,645 272 8,617
Proceeds from (+), payments (-) of long-term liabilities -5,326 11,124 -2,724
Proceeds from (+), payments (-) of short-term liabilities -6,685 -15,647 -7,031
Cash flow from financing activities -10,366 -4,251 4,163
Net increase / decrease in cash and cash equivalents 4,571 -313 2,164
Effect of exchange rate changes on cash and cash equivalents 85 -132 -77
Cash and cash equivalents at January 1st 7,474 7,919 5,832
Cash and cash equivalents at December 31st 12,130 7,474 7,919
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annual report 2008
Statementofchangesinequity(in thousands of Euro)
2008 2007 2006
Equity at the beginning of the period 38,880 35,894 32,617
Result of the period 4,510 3,004 -2,675
Capital strengthening 0 0 5,301
Dividends 0 0 0
Change in cumulative translation adjustment 1,356 38 651
Other adjustments 2 -56 0
Equity at the end of the period 44,748 38,880 35,894
Notestotheconsolidatedfinancialstatements
1. Accounting principles 48
2. Consolidated companies 53
3. Segment reporting 54
4. Property, plant and equipment 55
5. Intangible assets 56
6. Goodwill 56
7. Other financial assets 57
8. Deferred tax assets - deferred tax liabilities 58
9. Trade receivables and other assets 59
10. Inventories 60
11. Cash and cash equivalents 60
12. Equity 60
13. Interest-bearing loans and borrowings 61
14. Trade payables and other liabilities 62
15. Provisions 62
16. Other operating income (expense) 63
17. Employee benefits expense 64
18. Finance income (expense) 64
19. Income taxes 65
20. Derivative financial instruments 65
21. Operating leases 66
22. Key figures per share 67
23. Rights and commitments not reflected in the balance sheet 67
24. Related party transactions 67
25. Auditor and related persons 68
26. Events subsequent to the balance sheet date 68
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1.Accountingprinciples
1. Statement of compliance and basis of presentation
The consolidated financial statements of Resilux Group have been prepared in accordance with International Financial Reporting
Standards (IFRS), which comprise standards and interpretations approved by the IASB, and International Accounting Standards
(IAS’s) and SIC interpretations approved by the IASC that remain in effect, all of which has been approved by the European Union
up to December 31st, 2008. The Company has opted not to apply early application of standards and interpretations issued up to
December 31st, 2008 but with an effective date after December 31st, 2008.
The consolidated financial statements are presented in thousands of Euro and have been prepared under the historical cost basis,
and modified for the revaluation of land and buildings, derivative financial instruments and financial assets and liabilities at fair
value.
The accounting policies have been applied consistently with the previous year.
The consolidated financial statements are prepared as of and for the period ending December 31st, 2008.
The statements are presented before the effect of the profit appropriation of the parent company to the General Meeting of
Shareholders.
In 2008 the functional currency of the annual accounts of the Russian subsidiaries has been changed from USD to RUB.
The functional currency has been adapted to the changed economic circumstances within the Russian Federation where most of
the prices of goods and services are handled in Russian roubles.
The company has used the term as defined in ‘IAS 21-15 : Net investment in a foreign activity’ for a number of new monetary items
in the Russian companies of the group.
2. Principles of consolidation
General
The consolidated financial statements comprise the financial statements of Resilux NV and its subsidiaries, drawn up to December
31st of each year.
Subsidiaries
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control is
transferred to the group and cease to be consolidated from the date on which control is transferred out of the group. Control
exists when Resilux has the power to govern the financial and operating policies of an entity so as to obtain benefits from its
activities.
Acquisitions of subsidiaries are accounted at cost price for using the purchase method of accounting, in accordance with IAS
22 ‘Business Combinations’ for business combinations of which the contract has been set up before March 31st, 2004 and in
accordance with IFRS 3 ‘Business Combinations’ for business combinations agreed on or after that date.
A list of the company’s subsidiaries is set out in note 2. ‘Consolidated companies’ on December 31st, 2008.
3. Foreign currency translation
a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency).
The consolidated financial statements are presented in Euro, which is the company’s functional and reporting currency.
b) Transactions and balances
Transactions in foreign currencies are recorded at the rates of exchange prevailing at the date of transaction or at the end of
the month before the date of the transaction. At the end of the accounting period the unsettled balances on foreign currency
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annual report 2008
receivables and liabilities are valued at the rates of exchange prevailing at the end of the accounting period. Foreign exchange
gains and losses are recognized in the income statement within the period they occur.
c) Financial statements of foreign operations
The company’s foreign operations are considered as foreign entities. Accordingly, assets and liabilities are translated to Euro
at the foreign exchange rates prevailing at the balance sheet date. Income statements of foreign entities are translated to
Euro at average exchange rates for the period ended. The components of shareholders’ equity are translated at historical
rates. Exchange differences arising from the transaction of shareholders’ equity to Euro at year-end exchange rates are
taken to ‘Translation reserves’ in Capital and Reserves. On disposal of foreign entities accumulated exchange differences are
recognized in the income statement as part of the gain or loss on the sale.
4. Goodwill
Goodwill represents the excess of the cost of the acquisition over the fair value of the company’s share of identifiable net assets
and contingent liabilities of the acquired subsidiary at the date of acquisition. For business combinations for which the agreement
date is on or before March 31st, 2004, goodwill is amortized using the straight-line method over its expected useful life, which is
estimated on 10 years. Goodwill arising on acquisitions agreed on or after March 31st, 2004, is not amortized but is subject to an
impairment test on an annual basis or whenever there is an indicator that the unit to which the goodwill has been allocated, may
be impaired.
In accordance with the transitional provisions of IFRS 3, amortization on previously recognized goodwill is discontinued from 2004
onwards.
Goodwill is expressed in the currency of the subsidiary to which it relates and is translated to Euro using the year-end exchange rate.
Goodwill is stated at cost less accumulated amortization and impairment losses.
5. Intangible assets
Intangible assets acquired separately are capitalized at cost. After initial recognition, intangible assets are measured at cost less
accumulated amortization and any accumulated impairment losses.
(refer accounting policy 14)
Intangible assets acquired as part of a business combination are capitalized at fair value separately from goodwill if the fair value
can be measured reliably on initial recognition. Intangible assets are amortized on a straight-line basis not exceeding 5 years.
6. Research and development costs
Research costs, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are expensed
as incurred. Expenditure on development activities whereby research findings are applied to a plan or design for the production
of new or substantially improved materials, devices, products, processes and technologies prior to commercial production or use,
are capitalized to the extent that it is expected that such assets will generate future economic benefits and the other recognition
criteria of IFRS are met. Capitalized development costs are amortized on systematic bases over the period of expected future
sales from the related project. The carrying value of development costs is reviewed for impairment annually when the asset is not
yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable. (refer
accounting policy 14)
7. Licenses, patents and similar rights
Expenditures on acquired licenses, patents and similar rights are capitalized and are amortized using the straight-line method over
the contractual period, if any.
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8. Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses (see accounting
principle 14). Land is not depreciated. Costs include purchase price (less any discounts and rebates), import duties, non refundable
taxes and any directly attributable costs of bringing the asset to its working condition. Directly attributable costs include, e.g.
initial delivery, handling and installation costs and the estimated cost of dismantling and removing the asset and restoring the site.
The cost of a self constructed asset is determined using the same principles as for an acquired asset. Subsequent expenditure
related to on an item of property, plant and equipment is capitalized when it is probable that it will result in additional future
benefits, in excess of the originally assessed standard of performance of the existing asset, and the expenditure can be measured
reliably. All other subsequent expenditure is expensed as incurred.
Depreciation is calculated from the date the asset is available for use on a straight-line basis over the estimated useful lives of the
assets as follows:
Buildings 5 to 20 years
Production machinery 5 to 10 years
Moulds 3 to 5 years
Peripheral equipment 5 to 10 years
Material for quality control 5 years
Auxiliary equipment 10 years
Silo installation 5 to 10 years
Fire-protection 10 years
Furniture 10 years
Office machinery 5 years
Computer equipment 3 years
Vehicles production years
Cars 4 years
Other tangible fixed assets underlying asset
Assets under construction no depreciation applied
Assets direct related to a contract are depreciated in accordance to the specifications stipulated in the related contract.
9. Leases
Finance leases, which effectively transfer to the group substantially all risks and benefits incidental to ownership of the leased
item, are capitalized at the inception of the lease at the fair value of the leased property or if lower at net present value of the
minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so
as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against
income.
Capitalized leased assets are depreciated over the useful life as mentioned under ‘property, plant and equipment’
Leases, where the lesser effectively retains substantially all the risks and benefits of ownership over the lease term, are classified
as operating leases. Lease payments under an operating lease are recognized as an expense in the income statement on a
straight-line basis over the lease term.
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annual report 2008
10. Investments
All investments are initially recognized at cost, being the fair value of the consideration given and including acquisition charges
associated with the investment (see accounting principle 14).
11. Inventories
Inventories are valued at the lower of cost and net realizable value. Cost is determined by the weighted average method.
Raw materials and consumables : cost of purchase on a weighted average base
Finished goods and work-in-progress : cost of direct materials, labor and a proportion of manufacturing overhead
based on normal operating capacity.
Trade goods : cost of purchase
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale.
12. Trade and other receivables
Trade debtors and other amounts receivable are shown on the balance sheet at cost less an allowance for doubtful debts. At the
balance sheet date, an estimate is made of the bad debts based on the total outstanding amounts. Bad debts are written off during
the period in which they are identified.
13. Cash and cash equivalents
Cash consists of cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily
convertible to known amounts of cash, have original maturities of three months or less and are subject to insignificant risk of
change in value.
14. Impairment of assets
The carrying amounts of the company’s assets, other than inventories and deferred tax assets are reviewed for impairment when
events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where
the carrying amount exceeds the estimated recoverable amount, the assets or cash-generating units are written down to their
recoverable amount. The recoverable amount of the assets is the greater of net selling price and value in use.
The value in use is determined by the estimated future cash flows expected to arise from the continuing use of the asset and
from its disposal at the end of its useful life. The future cash flows are discounted to their present value using a discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not
generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset
belongs. Impairment losses are recognized in the income statement.
An impairment loss recognized in prior periods for an asset other than goodwill shall be reversed if, if and only if, there has been a
change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognized.
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15. Provisions
Provisions are recognized when the company has a present obligation (legal or factual) as a result of past events and when it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate
of the amount of the obligation can be made. If the effect of the time value of money is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money
and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the
passage of time is recognized as an interest expense.
16. Interest-bearing loans and borrowings
All loans and borrowings are initially recognized at cost, being the fair value of the consideration received net of issue costs
associated with the borrowing. After initial recognition, interest-bearing loans and borrowings, are subsequently measured at
amortised cost using the effective interest method. Amortized cost is calculated by taking into account any issue costs, and any
discount or premium on settlement.
17. Trade and other payables
Trade and other payables are stated at cost.
18. Employee benefits
Employee benefits are recognized as an expense when the company consumes the economic benefit arising for service provided
by an employee in exchange for employee benefit, and as a liability when an employee has provided service in exchange for
employee benefits to be paid in the future.
Obligations for the defined contribution plan are recognized as an expense in the income statement as incurred.
19. Revenue recognition
Revenue is recognized when it is probable that the economic benefits will flow to the company and the revenue can be reliably
measured. Revenue from sales of goods is recognized when the significant risks and rewards of ownership of the goods have
passed to the buyer and the amount of revenue can be measured reliably.
20. Government grants
Government grants are recognized when there is reasonable assurance that the grant will be received and all attaching conditions
will be complied with. When the grants relates to an expense item, it is recognized as income over the periods necessary to match
the grant on a systematic basis to the costs that it is intended to compensate.
Where the grant relates to an asset, the fair value is deducted from the carrying amount of the asset. The grant is recognized as
income over the life of the depreciable asset by way of reduced depreciation charge.
21. Derivative financial instruments
Derivative financial instruments are recognized initially at cost. Subsequent to initial recognition, derivative financial instruments
are stated at fair value. The fair values of derivative interest contracts are estimated by discounting expected future cash flows
using current market interest rates and yield curve over the remaining term of the instrument. The fair value of forward exchange
contracts is their market price at the balance sheet date.
Derivative financial instruments that are either hedging instruments not designated or not qualified as hedges are carried at fair
value with changes in value in the income statement.
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annual report 2008
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognized asset or liability,
a firm commitment or a highly probable forecasted transaction, the effective part of any gain or loss on the derivative financial
instrument is recognized directly in equity.
22. Income taxes
Income tax includes the taxes on the profit or loss for the year and the deferred taxes. Income tax is recognized in the income
statement except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date, and
any adjustment to tax payable in respect of previous years.
Deferred income tax is provided, using the liability method, for all temporary differences at the balance sheet date between the
tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets are recognized for all deductible temporary differences, carry-forward of unused tax credits and unused tax
losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences,
carry-forward of unused tax credits and tax losses can be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is
realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted at the balance
sheet date.
2.Consolidatedcompanies
List of consolidated companies on December 31st, 2008:
Resilux NV Damstraat 4, 9230 Wetteren, RPR Dendermonde BE 0447.354.397 Belgium 100%
Resilux Eurasia Holding NV Damstraat 4, 9230 Wetteren, RPR Dendermonde BE 0464.476.976 Belgium 100%
Eastern Holding NV Reukenwegel 40, 9070 Destelbergen, RPR Gent BE 0897.458.153 Belgium 100%
Eastern Investment Holding NV Damstraat 4, 9230 Wetteren, RPR Dendermonde BE 0897.468.051 Belgium 100%
Resilux Holding B.V. Strawinskylaan 3105, 1077 ZX Amsterdam Netherlands 100%
Tradetool B.V. Strawinskylaan 3105, 1077 ZX Amsterdam Netherlands 100%
Resilux Ibérica Packaging S.A. Ctra. Nacional 435, KM 99, 06350 Higuera La Real Spain 100%
Resilux Investment OOO Plesheeva Street 14a, 127560 Moscow Russia (Federation) 100%
Resilux-Volga OOO Bazovaya Street 12, 156000 Kostroma Russia (Federation) 100%
Resilux Distribution OOO Sokolnicheskaya Square 4A, 107113 Moscow Russia (Federation) 100%
Resilux Schweiz AG Industrie Ost, 8865 Bilten Switzerland 100%
Resilux Hellas A.B.E.E. Manaki 9, 13122 Ilion Athens Greece 100%
Resilux Investment Corporation, Inc. Orange Street, City of Wilmington 1209, USA 100%
County of New Castle - Delaware 19801
Resilux America, LLC John Brooks Road 265, USA 100%
Pendergrass, Georgia 30567
Resilux Hungária Packaging Kft. Aradi u. 8 5th floor/c 8/10, 1062 Budapest Hungary 100%
In 2008, the consolidation perimeter has been extended with two new Belgian companies: Eastern Investment Holding NV and
Eastern Holding NV.
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A segment is a distinguishable component of the company that is engaged in providing products or services within a particular
economic environment and that is subject to risks and returns that are different from those of segments operating in other
economic environments.
Segment information is presented in respect of the company’s geographical segments based on production units.
The segment reporting is in accordance with the management reporting.
No additional segmentation has been made because the different activities are related to each other.
2008
Turnover EBIT EBITDA Total Total Additions Depreciations
assets liabilities property, plant property, plant
& equipment & equipment
Belgium (*) 77,015 -598 5,892 103,579 58,778 1,344 3,551
Spain 35,380 1,769 3,674 19,018 12,630 1,519 1,498
Russia 15,813 -803 -313 9,019 7,553 190 456
Greece (**) 12,961 2,307 8,067 13,491 6,772 999 1,233
Switzerland 51,918 8,295 11,409 39,947 12,708 1,057 3,037
USA 19,564 -389 1,115 10,502 18,186 682 1,125
Hungary 28,501 1,042 2,573 10,661 7,270 2,062 1,237
Holdings (***) 699 -2,247 -58 34,403 10,193 2 0
Consolidation (****) -31,681 4,484 -587 -100,361 -38,579 -592 -194
Total 210,170 13,860 31,772 140,259 95,511 7,263 11,943
(*) In Resilux NV in Belgium an additional amount of e 2,686 has been written off on the shares of Resilux Eurasia Holding NV.
(**) In Resilux Hellas A.B.E.E. an additional amount of e 4,462 has been written off on the fixed assets due to an impairment after the earthquake.
(***) In Resilux Eurasia Holding NV an additional amount of e 2,191 has been written off on the shares of the Russian subsidiary Resilux Investment
OOO.
(****) Both amounts written off on the shares of subsidiaries are reversed in the consolidation so consolidated there is no effect.
2007
Turnover EBIT EBITDA Total Total Additions Depreciations
assets liabilities property, plant property, plant
& equipment & equipment
Belgium 70,990 1,772 5,572 103,805 60,315 2,307 4,305
Spain 34,974 2,302 3,839 23,273 17,108 1,006 1,385
Russia 11,209 -1,357 -654 8,007 3,121 224 704
Greece 16,329 624 2,012 12,362 10,100 258 1,369
Switzerland 53,586 7,592 11,084 38,731 15,715 647 3,417
USA 15,464 -1,178 393 9,772 19,862 212 1,303
Hungary 24,077 960 2,193 12,392 9,072 565 1,245
Holdings 214 -84 -84 23,210 7,477 0 0
Consolidation -26,037 -1,298 -1,610 -81,265 -31,363 -161 -311
Total 200,806 9,333 22,745 150,287 111,407 5,058 13,417
3.Segmentreporting(in thousands of Euro)
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annual report 2008
Land and Plant and Furniture Leased Other Assets Total
buildings equipment and fixed tangible under
vehicles assets assets construction
At December 31st 2007
Cost or valuation 41,681 100,092 4,178 18,814 1,936 284 166,985
Accumulated depreciation -15,637 -77,956 -3,455 -13,283 -798 0 -111,129
Net book amount 26,044 22,136 723 5,531 1,138 284 55,856
Year ended December 31st 2008
Opening net book amount 26,044 22,136 723 5,531 1,138 284 55,856
- Additions 140 4,687 260 74 276 1,826 7,263
- Transfers 3 1,606 95 -1,243 -292 -169 0
- Disposals -3 -861 -1 0 0 0 -865
- Impairment -1,540 -2,904 -18 0 0 0 -4,462
- Depreciation charge for the year -2,456 -7,695 -409 -1,078 -308 0 -11,946
Exchange adjustment (+)(-) 1,110 421 17 100 -15 -14 1,619
Closing net book amount 23,298 17,390 667 3,384 799 1,927 47,465
At December 31st 2008
Cost or valuation 42,931 105,945 4,549 17,745 1,905 1,927 175,002
Accumulated depreciation -19,633 -88,555 -3,882 -14,361 -1,106 0 -127,537
Net book amount 23,298 17,390 667 3,384 799 1,927 47,465
Resilux didn’t receive any capital grants in 2008.
Regarding rights and commitments not reflected in the balance sheet we refer to note 23.
Resilux has decided to include certain land and buildings in the opening balance sheet at fair value, being the estimated actual
cost price.
An impairment of e 4,462 was recorded during 2008 on buildings, installation, machinery, equipment and material pursuant to an
earthquake in June 2008 in the immediate neighborhood of our Greek production unit, where those assets were damaged.
The realizable value of the asset is the value in use of the asset, for which the calculation was based on a prudent estimation of the
remaining lifetime.
The financial lease agreements are mainly assets in production machines and equipment.
4.Property,plantandequipment(in thousands of Euro)
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5.Intangibleassets(in thousands of Euro)
Patents and licences Other (*) Total
At December 31st 2007
Cost or valuation 671 1,185 1,856
Accumulated depreciation -519 -1,049 -1,568
Net book amount 152 136 288
Year ended December 31st 2008
Opening net book amount 152 136 288
- Additions 54 30 84
- Transfers 0 0 0
- Disposals 0 0 0
- Impairment 0 0 0
- Depreciation charge for the year -46 -118 -164
Exchange adjustment (+)(-) 0 1 1
Closing net book amount 160 49 209
At December 31st 2008
Cost or valuation 725 1,216 1,941
Accumulated depreciation -565 -1,167 -1,732
Net book amount 160 49 209
(*) Other intangibles include capitalised software
The costs for research and development, which are not capitalised in 2008, amount to e 312.
6.Goodwill(in thousands of Euro)
2008 2007
At cost
On January 1st 2008 13,685 13,685
On December 31st 2008 13,685 13,685
Impairment
On January 1st 2008 0 0
Impairment 0 0
On December 31st 2008 0 0
Net book value
On January 1st 2008 13,685 13,685
On December 31st 2008 13,685 13,685
Goodwill is the difference between the acquisition price of the shareholding and the value of the net assets acquired, revalued
according to the consolidated accounting policies of Resilux.
At the set up of the opening balance by January 1st 2004 the transitional measure mentioned in IFRS 1 has been used.
The amount of e 13.7 million refers to the Swiss activities.
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annual report 2008
7.Otherfinancialassets(in thousands of Euro)
2008 2007
Other financial assets 17 17
17 17
The carrying amounts of the above financial assets are classified as follows:
2008 2007
Held for trading 17 17
Designated at fair value on initial recognition 0 0
17 17
The financial fixed assets are valued at original procurement price.
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Assets Liabilities Net Income statement
2008 2007 2008 2007 2008 2007 2008 2007
Non-current assets
Other assets (*) 26 20 0 0 26 20 6 -40
Property, plant and equipment 687 850 2,909 3,295 -2,222 -2,445 223 379
Intangible assets 56 64 0 3 56 61 -5 31
Non-current receivables 4 0 0 0 4 0 4 0
Current assets
Inventories 47 126 54 27 -7 99 -107 44
Trade receivables 24 77 116 93 -92 -16 -76 -285
Other current assets 0 0 84 17 -84 -17 -67 -150
Equity
Non-current liabilities
Interestbearing loans
and borrowings 0 140 0 1 0 139 -140 4
Non-current trade
and other payables 0 0 0 0 0 0 0 0
Provisions 88 0 0 0 88 0 88 0
Current liabilities
Interestbearing loans
and borrowings 0 0 0 0 0 0 0 0
Trade payables 2 0 28 8 -26 -8 -17 46
Other amounts payables 195 51 83 207 112 -157 268 419
Deferred tax on
temporary differences 1,129 1,328 3,274 3,651 -2,145 -2,324 177 448
Tax values on deferred taxation 169 78 199 97 -30 -19 -11 127
Tax values on losses 2,180 3,141 0 0 2,180 3,141 -961 -149
Exchange adjustments 0 0 0 0 0 0 -34 93
Gross tax assets / liabilities 3,478 4,547 3,473 3,748 5 798 -829 519
Netting per entity -1,611 -2,131 -1,611 -2,131 0 0 0 0
Net tax assets / liabilities 1,867 2,416 1,862 1,617 0 0 0 0
On losses carried forward for an amount of e 15,990, the group decided to be prudent and not to register any deferred taxes on
this amount.
Of this amount e 769 can be carried forward unlimited in time and e 15,221 can be carried forward for a period between
10 to 20 years.
(*) The deferred taxes related to assets which are not capitalised in the consolidated balance sheet.
8.Deferredtaxassets-deferredtaxliabilities(in thousands of Euro)
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annual report 2008
9.Tradereceivablesandotherassets(in thousands of Euro)
2008 2007
Trade receivables - gross 29,479 27,807
Less : provision for impairment of receivables -1,667 -731
Trade receivables - net 27,812 27,076
Resilux Hungária has concluded a factoring agreement with Raiffeisenbank. The outstanding balance per December 31st, 2008 is
521 million HUF (e 1,954). This agreement is considered ‘off-balance’.
VAT receivables 1,209 1,696
Prepaid taxes 63 170
Fair value financial instruments (note 20) 0 390
Other receivables 940 1,483
Accruals/deferrals 1,693 2,013
Other assets 3,905 5,752
Trade receivables are non-interest bearing and have a payment term of 60-105 days.
As per December 31st, 2008, the trade receivables, with a nominal value of e 1,667 (2007: e 731), were impaired and a provision
for those was made.
Movement in the provision for impairment of trade receivables is as follows:
2008 2007
As per January 1st 731 810
Charges on current period 1,023 415
Amounts written down 42 11
Reversal unused amounts -120 -502
Currency translations -9 -3
As per December 31st 1,667 731
The ageing analyses of trade receivables is as follows:
net book value not due due on reporting date
overdue overdue overdue overdue
less then between 31 between 61 more then
30 days and 60 days and 90 days 90 days
2008 27,812 19,370 4,210 1,645 590 1,997
2007 27,807 19,258 4,307 992 474 2,776
The Company is in possession of a personal guarantee for receivables, amounting to e 336, those are included in the receivables
overdue more then 90 days.
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2008 2007
Raw materials 13,294 13,663
Work-in-progress 0 0
Trade goods 328 1,185
Prepayments 1,779 2,415
Finished goods
At cost 18,152 20,612
Write-down -742 -417
Total inventories 32,811 37,458
11.Cashandcashequivalents(in thousands of Euro)
2008 2007
Cash at bank and in hand 11,718 7,473
Deposits 412 1
12,130 7,474
12.Equity(in thousands of Euro)
Amount Capital Share Revaluation- Other Currency Total
shares premium surpluses reserves translation
At January 1st 2008 1,980,410 17,184 16,656 2,371 2,495 174 38,880
Capital increase Resilux NV 0 0 0 0 0 0 0
Profits (losses) not inserted into
profit and loss account 0 0 0 0 0 394 394
Consolidated results of book year 0 0 0 0 4,510 0 4,510
Unrealised results on hedging 0 0 0 0 2 0 2
Foreign currency translation 0 0 0 0 0 962 962
At December 31st 2008 1,980,410 17,184 16,656 2,371 7,007 1,530 44,748
All shares are fully paid. The share capital is represented by 1,980,410 shares without nominal value, each representing
1/1,980,410th of the share capital.
As a result of the issuing of a warrant plan at the end of 2002, warrants were allocated to the Company staff of which, on account
closing date, an amount of 11,289 is still circulating with an exercise price of e 65.41 per warrant, to be exercised until October
2010.
On December 19th 2006, the Extraordinary General Meeting of Resilux NV decided to issue a bond with warrants for an amount of
e 7.5 million and, consecutively, to issue 166,665 warrants, subscribed by Compagnie du Bois Sauvage SA.
The warrants can be exercised on any date until December 18th, 2011, with a minimum number of 15,000 at an exercise price of
e 45 per warrant.
10.Inventories(in thousands of Euro)
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annual report 2008
13.Interest-bearingloansandborrowings(in thousands of Euro)
Subordinated loans 2008 2007
Non-current subordinated loans 9,038 10,617
Current subordinated loans 3,179 0
12,217 10,617
Analyses of the subordinated loans as interest rate:
- fixed (3% - 7%) 10,217
- Euribor + 5% 2,000
12,217
The subordinated loans can be summarised as follows (in thousands of Euro):
1. The subordinated loans provided by the Belgische Maatschappij voor Internationale Investering NV (BMI-SBI):
In 2008, the loan agreements between BMI-SBI, Resilux America and Resilux Hungária were rescheduled.
- The loan contract, with extended final date, between BMI-SBI and Resilux America for an amount of e 1,100 stipulates that
BMI-SBI has an option to convert the convertible loan into 1,421 capital shares of Resilux America (this is 14.21% of the current
number of shares) between July 2006 and January 2013, and also that Resilux has an option to purchase the shares at a price
stipulated in the contract, two years after the conversion and in any case no later than January 2013.
- In accordance with the rescheduling of the loan agreements BMI-SBI has granted to Resilux America an additional subordinated
loan of e 1,435.
- The loan contract, with the changed exercise period, between BMI-SBI and Resilux Hungária for an amount of e 745 stipulates
that BMI-SBI has an option to convert the subordinated convertable loan into 20% of the share capital of Resilux Hungária
between January 2009 and June 30th, 2009 and also that Resilux has an option to purchase the shares at a price stipulated in the
contract, between January 2009 and June 30th, 2009.
2. In 2006, Resilux NV has issued a subordinated bond in favor of Compagnie du Bois Sauvage SA for a rounded amount of e 7,500
which carries 166,665 warrants. In accordance to IAS 32, this bond has been divided in two parts: a part of long term liabilities
and a part of equity. The transaction costs have been deducted from this loan in accordance to IAS 32. The part of long term
liabilities has been adapted to the present value of the future cashflows.
3. In 2006, Resilux Ibérica has received an additional amount of e 2,000 through Sofiex, a Spanish investment company. In
accordance with IAS 32, this credit facility has been considered a subordinated loan.
2008 2007
Non-current liabilities
Non-current financial debts 21,180 24,239
Finance lease liabilities 814 2,358
21,994 26,597
Current liabilities
Current financial debts 7,831 4,413
Finance lease liabilities 1,148 1,831
Financial debts less then one year 15,473 25,231
24,452 31,475
6 months 6-12 1-5 over Total
or less months years 5 years
At December 31st 2008
Financial debts 3,841 3,990 15,936 5,244 29,011
Finance lease liabilities 652 496 814 0 1,962
Total long term financial debts 4,493 4,486 16,750 5,244 30,973
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Analyses of long-term financial
debts as to currencies: Analysis of long-term financial debts as to interest rate:
2008 2008
EUR 16,583 - fixed (3,44% - 8,97%) 1,892
USD 5,823 - variable 16,000
CHF 7,185 - variable, limited by cap agreements (Note 20) 13,081
HUF 1,382 30,973
30,973
Analysis of financial debt
less than one year as to currencies: 2008
EUR 14,472
USD 0
CHF 0
HUF 1,001
15,473
For short-term debts, the carrying amount reported in the balance sheet approximates fair value, considering their short maturity.
Note 23 includes information relating to rights and commitments not reflected in the balance sheet.
14.Tradepayablesandotherliabilities(in thousands of Euro)
Current trade and other payables 2008 2007
Trade payables 24,749 35,429
Other payables 3,692 1,982
Derivatives (note 20) 108 3
Accrued expenses 3,709 2,130
32,258 39,544
Trade payables per December 31st, 2008 are expected to be paid in the first quarter of 2009. Other short term debts per
December 31st, 2008 are payables in 2009.
15.Provisions(in thousands of Euro)
Onerous Legal Pension & Profit-sharing Total
contract claims similar rights & bonuses
At December 31st 2007 330 289 53 108 780
Additional provisions 691 0 0 0 691
Unused amounts reversed 0 -73 0 0 -73
Used during year -42 0 -4 -108 -154
Exchange adjustments 16 0 0 0 16
At December 31st 2008 995 216 49 0 1,260
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annual report 2008
Onerous contract
In 2008, a provision has been made for costs to be made relating to the earthquake in the immediate neighbourhood of the Greek
production unit.
Pensions and similar rights
The supplementary pension plan for employees in general consists of defined contribution arrangements.
The costs of the premiums paid are entered in the profit and loss account under remuneration, labour-related contributions and
pensions. In a number of specific cases, the pension plan is considered to be a defined benefit plan type for which a provision is
made. It involves the following: Early retirement pensions (Belgium) 18
Specific labour-related liabilities (Greece) 35
The early retirement pension is entered in the costs as a provision in the period in which the early retirement contract is drawn
up.
Profitsharing and bonuses
The provision relates to employees of the Spanish entities.
Contingent liabilities
As to the dispute with the Russian subsidiary Resilux Investment OOO and the Russian tax authorities, the court ruling in cassation
decided at the end of 2007 to revoke the earlier decisions - in particular the rejection of the claim of the Russian tax authorities in
first instance and in appeal - and to refer the case back to first instance.
After the account closing date, on February 13th 2009, the Russian tax authorities have exhausted their final legal remedy, and
introduced a claim before the Russian Supreme Court, who first declared the claim admissible but finally, on March 11th 2009
decided that the claim was unfounded.
16.Otheroperatingincome(expense)(in thousands of Euro)
Other operating income 2008 2007
Insurance reimbursement 9,249 15
Gains on disposal fixed assets 208 224
Other operating income 458 714
9,915 953
Other operating expenses 2008 2007
Adjustments provision exceptional liabilities and charges 146 0
Provision exceptional liabilities & charges -73 17
Loss on trade receivables 687 656
Loss on disposal of fixed assets 146 31
Other operating expenses 1,904 1,893
2,810 2,597
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17.Employeebenefitexpense(in thousands of Euro)
2008 2007
Wages and salaries 13,691 12,778
Social security costs 2,545 2,331
Pension costs - defined contribution plans 746 705
Other personel expenses 1,705 858
Total personnel charges 18,687 16,672
Gemiddeld personeelsbestand 428 407
Workers 250 221
Employees 178 186
18.Financeincome(expense)(in thousands of Euro)
2008 2007
Interest income 668 152
Net foreign exchange results 13,123 4,880
Fair value financial instruments (note 20) 0 41
Other finance income 530 230
14,321 5,303
Interest expenses 5,839 5,365
Net foreign exchange results 14,713 5,001
Fair value financial instruments (note 20) 0 0
Other finance expenses 470 617
21,022 10,983
Finance income - expenses (net) -6,701 -5,680
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annual report 2008
19.Incometaxes(in thousands of Euro)
2008 2007
Current income taxes -1,820 -1,168
Deferred income taxes -829 519
-2,649 -649
2008 2007
Operating result 13,859 9,333
Finance income/expense (net) -6,701 -5,680
Current income before taxes 7,158 3,653
Income taxes -2,649 -649
Average real rate 37.01% 17.77%
Current income before taxes 7,158 3,653
Theoretical tax rate (tax rate mother company) 33.99% 33.99%
Theoretical taxes related to current income before taxes -2,433 -1,242
Non-deductible expenses -550 -716
Tax deduction for capital expenditures 21 2
Effect on the difference between real and theoretical tax rate 1,733 1,192
Modification of tax rate -515 111
Use of tax assets, not recognised in prior years 126 476
Deferred tax assets, not recognised in current year -523 -389
Tax adjustments related to prior periods -387 162
Non-deductible items -119 -259
Fiscal exemptions -2 14
Income taxes -2,649 -649
20.Derivativefinancialinstruments
Foreign currency risk
With regard to exchange rates, Resilux has a policy of passive hedging per production unit.
This means that the net exchange rate flows are charged to each production unit and if necessary derivatives are used for this
purpose. The group’s most important currencies are the Euro, the American dollar, the Swiss franc, the Hungarian forint, and the
Russian rouble. In accordance with the accounting policies, the balances of foreign-currency creditors and debtors are converted
at the exchange rate applicable on that date. Financial derivatives to cover the net exchange rate flows are valued at their market
value. Exchange rate results on creditors and debtors and changes to the market value of the financial instrument are entered in
the results for the period in which they occcur.
The results of one financial instrument concerns one particular transaction and are immediately recognized in equity.
Resilux entered into the following forward exchange contracts on 31/12/2008:
purchases 5,554,924 USD e 4,157,835
sales 2,835,255 USD e 2,061,282
sales 1,150,000 CHF e 781,889
sales 3,553,231 CHF e 2,300,000
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Estimated sensitivity to currency fluctuations (in thousands of Euro)
The results of the company are reported in Euro, which means that the financial positions of foreign currencies are recalculated to
the Euro. The used foreign currencies for recalculations are USD, RUB, CHF and HUF. Only an increase or a decrease of the RUB or
the USD can have an impact on the results. A decrease of 10% of the conversion rate towards the used rate for 2008 would have
an affect on the operational result as follows: for the USD +35, for the RUB -73.
Interest rate risk
With regard to covering interest rate risks, the objective is to achieve a balance between the volatility of the financial results and
the loan costs
The following contracts were entered into to cover the aformentioned risks (in thousands of Euro):
• Cap contracts for e 13,081 at 3 till 5 year at a maximum interest rate of 5.50%.
• A total amount of $ 2,015 was covered by an interest rate swap contract at 3 and 5 years at a maximum interest rate of 3% and
2.35%.
The aforementioned contracts are treated in the financial statements as trading instruments and are consequently valued at
market value. The changes to the financial instruments are entered in the profit and loss account. See note 9 and 14 for the
valuation of these financial instruments.
Price risk
As is well known, Resilux and other preform suppliers pass on fluctuations in raw material prices to their customers at the
applicable market rates. There is thus largely a timing risk here between purchase and sale.
Credit risk
The company has a number of corporate policy provisions for the credit risk relating to trade debtors. Ways in which Resilux
manages its credit risks include customer diversification, by strictly monitoring credit limits and periods, and by continuously
screening the creditworthiness of the parties with which it deals. Furthermore, the credit risk for most of the clients is covered by
a credit insurance.
21.Operatingleases(in thousands of Euro)
2008 2007
Non-cancellable operating leases are payable as follows:
Less than one year 2,276 2,358
Between one and five years 3,612 4,895
More than five years 0 0
5,888 7,253
Expenses in income statement 2,551 2,890
Non-cancellable operating leases mainly relate to leases of factory facilities, offices, production machinery and equipment during
the current year, e 2,551 was recognized as an expense in the income statement in respect of operating leases of factory facilities,
offices, production machinery and equipment (2006: e 2,890).
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annual report 2008
22.Keyfigurespershare(in Euro)
2008 2007
based on the average
amount of shares
Operating cash flow 16.04 11.48
Operating result 7.00 4.71
Net profit (loss), group share 2.28 1.52
Net cash flow 11.71 8.29
Number of shares 1,980,410 1,980,410
a. There are 11,289 subscription rights in circulation.
b. Besides, Compagnie du Bois Sauvage SA has acquired 166,665 warrants exercisable at a price of e 45 per warrant in the
framework of the issue of a subordinated bond with warrants in December 2006. The exercise period runs till December 18th,
2011.
None of the subscription rights have been included in the calculation because the exercise price is above the average market price.
23.Rightsandcommitmentsnotreflectedinthebalancesheet (in thousands of Euro)
Resilux has provided the following collateral to guarantee debts:
Subscription amount of the collateral: 51,878
Outstanding debt for which collateral has been provided: 37,823
Net book value of the assets for which collateral has been provided: 27,428
In addition, Resilux has signed private powers of attorney for granting a subscription to the business of e 32,968 in principal and
e 3,297 in charges, in the favour of a number of financial institutions.
Concerning the personal guarantees in favour of the companies within the group, we refer tot the statutory annual accounts of
Resilux SA.
24.Relatedpartytransactions
The members of the Executive Committee - including the Executive Directors - received a remuneration of e 1,630,492 in the
financial year 2008. These remunerations consist of gross salaries, fees for services and benefits in kind as it is provided in the
usual remuneration package. The members of the Executive Committee, excluding the Executive Director, hold 1.00% of the
Resilux shares. They also own 2,000 warrants from previous mentioned warrant plans.
The remuneration for the independent Directors in the financial year 2008 was e 54,796.
The Russian daughter company Resilux Investment OOO took a participation of 33.33% in Resilux Distribution OOO on November
11th, 2008.
Resilux Eurasia Holding NV, a Belgian daughter company, has sold her participation of the Russian daughter company Resilux-Volga
to her sister company Eastern Holding NV on November 27th, 2008.
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25.Auditorandrelatedpersons(in thousands of Euro)
Fee for the auditor Baker Tilly JWB Bedrijfsrevisoren for all companies:
Within the group 69
Fee for exceptional services of special assignments performed within the company by the Auditor:
Other controlling services 1
Tax advice services 4
Other services beyond the Auditor’s activities 2
26.Eventssubsequenttothebalancesheetdate
Since the end of the financial year, no other important events have occurred of a nature to influence the results of the company
significantly.
Note 15 describes the evolution concerning the tax dispute with the Russian tax autorities.
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annual report 2008
Assets (in thousands of Euro)
Tangible fixed assets (e 47,465)
During the financial year, an additional net amount of e 6.4 million was invested in tangible fixed assets, mainly to expand and
optimise the production capacity and to make it more flexible. The major investments are an extra production line in Spain, an
extension of the buildings in Hungary and a number of moulds. This amount is the difference between e 7.3 million of investments
and e 0.9 million disinvestments. The net investment in 2007 was e 4.6 million.
The depreciation on tangible fixed assets was e 11.9 million and mainly related to production technology, including leased fixed
assets. An extra impairment cost of e 4.5 million is booked on the fixed assets in Greece after the damage of the earthquake of
June 2008.
Intangible fixed assets (e 209)
Intangible fixed assets mainly consist of externally procured development technology, as well as patents and licences for preforms.
Goodwill (e 13,685)
Goodwill is the difference between the purchase price of the shareholding and the value of the net assets acquired, revalued
according to the consolidated accounting policies of Resilux. The amount of e 13.7 million entirely relates to the Swiss operations.
Deferred taxes (e 1,867)
Deferred taxes are calculated on temporary differences between the book value of the assets and liabilities in the balance sheet
and their tax value. The deferred tax is booked to the asset or liability according to the net position per fiscal unit. Deferred
taxation on assets mainly comes from different depreciation rates for tangible fixed assets, and tax losses that can be carried
forward.
Stocks (e 32,810)
The total stock (including advance payments) decreased by e 4.5 million or 12.5% with respect to the previous financial year. The
total stock of raw materials (including advance payments) decreased by e 1.0 million and the stocks of finished products and trade
goods decreased by e 3.5 million.
Trade debtors (e 27,812)
Trade debtors increased with respect to the previous year by 2.7% or e 0.7 million.The increase can be explainded by an increase
of the turnover. The average number of trade debtor days for the group remained more or less constant.
Other assets (e 3,905)
The main items under other assets are VAT to be claimed back, grants to be received and costs to be carried forward.
Cash at bank and in hand (e 12,130)
For an explanation of the change in the cash at bank and in hand and short term investments, please refer to the source and
application of funds statement on page 46 of this annual report.
Liabilities (in thousands of Euro)
Capital (e 17,184) / Share premium (e 16,656)
The share capital is e 17.2 million, represented by 1,980,410 shares without nominal value. The capital is fully paid-up.
IFRScommentsfor2008comparedto2007<
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The history of the capital is as follows:
Date Type of operation Amount of the capital (in Euro) Number of shares
05/05/1992 Formation 123,947 500
02/11/1993 Capital increase 545,366 2,200
27/06/1995 Capital increase 3,197,826 3,642
16/06/1997 Capital increase 4,268,726 4,362
04/09/1997 Shares split by 325 4,268,726 1,417,650
03/10/1997 Capital increase / stock exchange entry 15,423,935 1,777,650
24/12/1998 Capital increase 16,235,717 1,871,210
19/11/1999 Capital increase 16,236,000 1,871,210
19/12/2006 Capital increase 17,183,856 1,980,410
Consolidated reserves (e 9,378)
The consolidated reserves on December 31st, 2008 were as follows:
Reserves carried forward on December 31st, 2007 4,866
Consolidated profit for the financial year 4,510
Unrealised result on hedging contracts included in equity 2
Total consolidated reserves on December 31st, 2008 9,378
Exchange rate differences (e 1,530)
The effect of the conversion of foreign shareholdings in the consolidation to Euro had a positive effect of e 1.4 millon on the
capital and reserves. The exchange rate differences on December 31st, 2007 were e 0.1 million
Subordinated loans long term (e 9,038) and short term (e 3,179)
The total amount of subordinated loans rose by e 1.6 million. The Belgische Maatschappij voor Internationale Investering NV
provided an extra loan for the amount of e 1.4 million to the production unit in the United States and there was an adjustment to
the present value for e 0.2 milliion of the subordinated loan of Compagnie du Bois Sauvage SA.
Interest-bearing financial liabilities long term (e 21,994) and short term (e 24,452)
The long term financial liabilities decreased by e 4.6 million with respect to 2007. The short term debts (including the current
portion of debts payable after one year) fell by e 7.0 million
For a further explanation of the change in the debts, we refer to the source and application of funds statement on page 46 of this
report.
Current assets less current liabilities changed favourably to e 15.3 million. This was mainly the result of a decrease of interest-
bearing borrowings and a decrease of the trade payables.
Provisions (e 1,260)
The increase with e 0.5 million is mainly due to a provision made as a result of the earthquake in Greece.
Deferred taxes (e 1,862)
Deferred taxes are calculated on temporary differences between the book value of the assets and liabilities in the balance sheet
and their tax value. The deferred tax is booked to the asset or liability according to the net position per fiscal unit. Deferred
taxation on assets mainly comes from different depreciation rates for tangible fixed assets, and tax losses that can be carried
forward.
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annual report 2008
Trade creditors (e 24,749)
Trade creditors decreased by e 10.7 million or 34.0% compared to the previous year.
Taxes (e 1,469)
In 2008 this section consisted mainly of income tax payable in Spain, Switzerland and Greece. In 2007 this item was e 0.8 million.
Other liabilities (e 7,508)
This section contains debts relating to remuneration and labour-related contributions, and also accrued costs and interest, and
income to be carried forward.
Profit and loss account (in thousands of Euro)
Operating income (e 216,430)
The operating income rose by 8.0% compared to the previous financial year. The turnover in 2008 was higher than the previous
financial year (4.7%). The total number of preforms and bottles sold rose over the financial year 2008 by 8.0%.
The change in stocks of finished products in 2008 was e -3.7 million. In the financial year 2007, there was an decrease in stocks of
finished products of e 1.4 million.
For further information, we refer to the operations report earlier in this report, where we mention that added value is a better
parameter for Resilux as a result of fluctuations in prices being passed on to the customer.
The other operating income of e 9.9 million includes for the major part a compensation received for the damages due to the
earthquake in Greece.
Operating charges (e 202,570)
The increase compared to the previous financial year was e 11.6 million. The total cost of goods purchased for resale, raw
materials and consumables rose by e 2.4 million. This increase is mainly the result of higher volumes produced.
The total operating cash costs rose by e 4.6 million. Services and other goods rose by e 2.4 million. This increase includes a
number of extra costs as a result of the earthquake in Greece. Furthermore, there is an increase of the variable costs like
energy and transportation because of the high prices and an increase of the produced volumes. Personnel costs increased by
e 2.0 million due to indexation of salaries and wages and additional personnel to strengthen the organization.
The depreciation and other amounts written off increased by e 4.5 million compared to 2007. This is entirely due to the extra
write offs as a result of the earthquake in Greece.
Net financial charges (e -6,701)
The net financial charges increased by e 1.0 million compared to 2007. Despite the decrease of the interest rates of some
currencies and despite the decrease of average debts, interest charges remain more or less unchanged. This is the result of the
financial costs related to the exit of the Belgische Maatschappij voor Internationale Investering NV out of Resilux in Hungary. The
net exchange rate results were negative for e 1.6 million compared to a negative amount of e 0.1 in 2007.
Taxes (e -2,649)
The taxes can be broken down into income tax to be paid (e -1.7 million) and the movement in deferred taxes (e -1.0 million).
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Cash flow statement (in thousands of Euro)
The cash flow statement has been drafted after the conversion of the balance sheet per December 31st, 2007 at closing rate per
December 31st, 2008. The cash flow statement shows that the gross operating cash flow (after adjustments for non-cash flows
and the gains realised on fixed assets) during the financial year was e 31.7 million, compared to e 22.6 million in 2007. The total
working capital increased by e 2.6 million. This was the result of the decrease in stocks
(e 5.2 million), the increase in trade debtors (e 1.1 million), the decrease in trade creditors (e 11.3 million) and the decrease in
other working capital (e 4.6 million). This brings the net operating cash flow to e 29.1 million. In the previous financial year, the
total working capital increased by e 7.7 million and the net operating cash flow was e 14.8 million.
After deducting the net financial charges (e -6.7 million) and the taxes paid (e -1.0 million), the total cash flow from operations was
e 21.3 million, compared to e 8.5 million in 2007.
The financial resources requirement for investment operations was e 6,4 million. This is a combination of gross investments
(e 7.3 million) and proceeds from the sale of tangible fixed assets (e 0.9 million). In 2007, an amount of e 4.6 million was required.
During 2008 the net cash flow from financing activities was e -10.4 milliion compared to e -4.3 million in 2007.
On balance, during the financial year there was an increase in cash at bank and in hand of e 4.6 million, compared to a decrease
of e 0.3 million in 2007.
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annual report 2008
Auditor’sreportto the General Meeting of Shareholders of Resilux NV on the consolidated financial statements for the year ended December 31st, 2008
In accordance with the legal requirements, we report to you on the performance of the mandate of statutory auditor, which has been
entrusted to us. This report contains our opinion on the true and fair view of the consolidated financial statements as well as the required
additional statements.
Unqualified audit opinion on the consolidated financial statements, emphasis of matter
We have audited the consolidated financial statements of Resilux NV (“the Company”) and the subsidiaries (together: “the Group”),
prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The consolidated financial
statements include the consolidated balance sheet per December 31st, 2008, the consolidated income statement, the consolidated
cash flow statement and the consolidated statement of changes in equity closed at that date, including the accounting principles for the
preparation of the financial statements and other notes. The total consolidated balance sheet shows a total of e 140,259,159.60 and a
consolidated profit for the period of e 4,509,573.89. The financial statements of foreign subsidiaries, as mentioned in note 2, have been
audited by other auditors and their reports were transmitted to us. Our opinion is based on the reports of the other auditors.
Management is responsible for the preparation and the fair presentation of these consolidated financial statements. This responsibility
includes: designing, implementing and maintaining internal control relevant to the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting principles and making
accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit
in accordance with the legal requirements and the Auditing Standards applicable in Belgium, as issued by the Institute of Registered
Auditors.Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial
statements are free from material misstatement, whether due to fraud or error. In accordance with the above-mentioned auditing
standards, we considered the group’s accounting system, as well as its internal control procedures for the preparation and the true and
fair view of the consolidated financial statements, in order to design audit procedures that are appropriate. These audit procedures do not
aim to express an opinion on the effectiveness of the internal control procedures.
We have obtained from management and the company’s officials, the explanations and information necessary for executing our audit
procedures. We performed audit procedures to confirm the information and have examined, on a test basis, the evidence supporting the
amounts included in the consolidated financial statements. We have assessed the appropriateness of the accounting policies and
consolidation principles, the reasonableness of the significant accounting estimates made by the Group, as well as the overall
presentation of the consolidated financial statements. We believe that these procedures provide a reasonable basis for our opinion.
In our opinion the consolidated financial statements for the year ended December 31st, 2008 give a true and fair view of the Group’s
assets and liabilities, its financial position, the results of its operations and cash flows in accordance with International Financial
Reporting Standards as adopted by the European Union and in accordance with the legal and administrative regulations applicable in
Belgium.
Additional statement
The preparation of the consolidated Director’s report and its content are the responsibility of management.
Our responsibility is to supplement our report with the following additional statement which does not modify our audit opinion on the
consolidated financial statements:
• The consolidated Director’s report includes the information required by law and is consistent with the consolidated financial
statements. We are, however, unable to comment on the description of the principal risks and uncertainties which the consolidated
group is facing, and of its financial situation, its foreseeable evolution or the significant influence of certain facts on its future
development. We can nevertheless confirm that the matters disclosed do not present any obvious inconsistencies with the information
that we became aware of during the performance of our mandate.
Melle, April 21st, 2009
BVBA Baker Tilly JWB Bedrijfsrevisoren
Statutory Auditor represented by
Benedikt Joos
Auditor
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AbridgedstatutoryannualaccountsofResiluxNV2008
The statutory annual accounts of the Resilux NV company are presented in an abridged form. In accordance with the Royal Decree
of January 30th, 2001 in execution of the Companies Act, these annual accounts, the annual report and the report of the Auditor
are submitted to the National Bank of Belgium.
The Auditor has issued a report without reservations.
The full version of the statutory annual account, as well as the accompanying reports, are available on the Company’s website as
from April 30th, 2009. On request, a copy of these documents can be obtained free of charge at the Company’s registered seat.
Balance sheet after appropriation of profit
Assets (in thousands of Euro) 2008 2007 2006
FIXED ASSETS 59,487 52,546 46,458
II. Intangible fixed assets 354 420 391
III. Tangible fixed assets 6,530 8,255 9,618
A. Land and buildings 3,411 3,855 4,398
B. Installations, machinery and equipment 1,563 1,775 1,495
C. Furniture and vehicles 231 200 309
D. Leasing and other similar rights 1,141 2,090 2,668
E. Other tangible assets payments 135 335 685
F. Assets under construction and advance payments 49 0 63
IV. Financial fixed assets 52,603 43,871 36,449
A. Affiliated enterprises 52,380 43,651 36,230
1. Shareholdings 52,380 43,651 36,230
B. Companies with which there is a shareholding relationship 17 17 17
1. Shareholdings 17 17 17
C. Other financial fixed assets 206 203 202
2. Accounts receivable and cash guarantees 206 203 202
CURRENT ASSETS 37,191 43,043 41,347
V. Accounts receivable after more than one year 2,887 251 1.514
B. Other accounts receivable 2,887 251 1,514
VI. Stocks and contracts in progress 10,671 11,669 10,985
A. Stocks 10,671 11,669 10,985
1. Raw materials and consumables 3,038 2,546 3,021
3. Finished goods 5,587 7,449 7,439
4. Goods purchased for resale 403 449 525
6. Advance payments 1,643 1,225 0
VII. Accounts receivable within one year 22,489 28,385 26,271
A. Trade debtors 9,580 10,817 10,216
B. Other accounts receivable 12,909 17,568 16,055
IX. Cash at bank and in hand 790 2.289 2,018
X. Accrued charges and deferred income 354 449 559
TOTAL ASSETS 96,678 95,589 87,805
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annual report 2008
Liabilities (in thousands of Euro) 2008 2007 2006
CAPITALANDRESERVES 38,511 35,706 32,476
I. Capital 17,184 17,184 17,184
A. Issued capital 17,184 17,184 17,184
II. Share premium account 16,656 16,656 16,656
IV. Reserves 892 503 646
A. Legal reserve 603 407 339
C. Untaxed reserve 289 96 307
D. Reserve available for distribution 3,727 0 0
V. Profit/(loss) brought forward 3,727 1,303 -2,078
VI. Investment grants 52 60 68
PROVISIONS AND DEFERRED TAXES 486 385 529
VII. A. Provision for liabilities and charges 312 307 337
1. Pensions and similar obligations 14 18 66
4. Other liabilities and charges 298 289 271
B. Deferred taxes 174 78 192
CREDITORS 57,681 59,498 54,800
VIII. Accounts payable after one year 18,381 24,510 11,560
A. Financial debts 18,381 24,510 11,560
1. Subordinated loans 5,000 7,500 7,500
3. Leasing and other similar obligations 355 1,113 1,756
4. Credit institutions 13,026 15,897 2,304
IX. Accounts payable within one year 39,195 34,772 42,663
A. Current portion of accounts payable after one year 6,329 4,374 3,279
B. Financial debts 10,153 13,048 22,901
1. Credit institutions 10,153 13,048 22,901
C. Trade creditors 13,621 16,512 10,713
1. Suppliers 13,621 16,512 10,713
D. Advances received on contracts in progress 4,651 0 0
E. Taxes, remuneration and social security 1,035 726 739
1. Taxes 183 162 160
2. Remuneration and social security 852 564 579
F. Other accounts payable 3,406 112 5,031
X. Accrued charges and deferred income 105 216 577
TOTAL LIABILITIES 96,678 95,589 87,805
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Profitandlossaccount(presentationinverticalform)(in thousands of Euro)
2008 2007 2006
I. Operating income 75,422 70,754 58,359
A. Turnover 77,015 70,990 58,746
B. Change in stock of finished goods and goods in progress -1,798 -404 -498
D. Other operating income 205 168 111
II. Operating charges -73,183 -68,844 -56,955
A. Goods for resale, raw materials and consumables 53,481 51,167 38,921
1. Purchases 53,952 50,619 39,412
2. Change in stocks (-/+) -471 548 -491
B. Services and other goods 9,830 9,016 9,701
C. Remuneration, social security charges and pensions 5,879 5,296 4,827
D. Depreciation and amounts written off formation expenses,
Intangible and tangible fixed assets 3,293 3,740 3,553
E. Amounts written off stocks and trade creditors 112 -632 -200
F. Provisions for liabilities and charges -4 -48 -5
G. Other operating charges 592 305 158
III. Operating profit 2,239 1,910 1,404
IV. Financial income 11,244 6,441 2,022
A. Income from financial fixed assets 5,194 2,636 235
B. Income from current assets 769 1,250 1,099
C. Other financial income 5,281 2,555 688
V. Financial charges -8,491 -5,801 -3,477
A. Interest and other debt charges 3,723 2,940 2,494
C. Other financial charges 4,768 2,861 983
VI. Profit/(loss) from ordinary operations before taxes 4,992 2,550 -51
VII. Extraordinary income 599 881 363
B. Adjustments to amounts written off financial fixed assets 0 0 0
D. Gains on the disposal of fixed assets 599 881 363
E. Other extraordinary income 0 0 0
VIII. Extraordinary charges -2,676 -175 -32
A. Extraordinary depreciation and amounts written
off formation expenses,
Intangible and tangible fixed assets 63 153 0
B. Amounts written off financial fixed assets 2,686 1 6
C. Provisions for extraordinary liabilities and charges -73 17 -11
D. Losses on the disposal of fixed assets 0 4 20
E. Other extraordinary charges 0 0 17
IX. Profit/(loss) for the financial year before taxes 2,915 3,256 280
IX. bis A. Transfer from deferred taxes 42 113 116
IX. bis B. Transfer to deferred taxes -137 0 0
X. Taxes -7 -131 -153
A. Taxes 7 131 153
XI. Profit/(loss) for the financial year 2,813 3,238 243
XII. Substraction to untaxed reserves 73 212 215
Transfer to untaxed reserves -266 0 0
XIII. Profit/(loss) for the financial year to be appropriated 2,620 3,450 458
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annual report 2008
Appropriationofprofit(in thousands of Euro)
2008 2007 2006
A. Balance of profit to be appropriated 3,923 1,372 0
Balance of loss to be appropriated 0 0 -3,543
1. Profit for the financial year to be appropriated 2,620 3,450 458
Loss for the financial year to be appropriated 0 0 0
2. Profit/(loss) brought forward from the previous financial year 1,303 -2,078 -4,001
B. Subtracting from capital
2. From reserves 0 0 1,465
C. Addition to capital and reserves 196 69 0
2. To the legal reserve 196 69 0
D. Profit/(loss) to be carried forward 3,727 1,303 -2,078
F. Profit to be distributed 0 0 0
1. Dividends 0 0 0
Notestotheaccounts
VIII. Statement of capital (in thousands of Euro)
Amounts Number of shares
A. Capital
1. Issued capital (heading I.A. of liabilities)
- At the end of the preceding period 17,184
- At the end of the period 17,184
2. Structure of the capital
2.1 Different categories of shares
Shares without face value 17,184 1,980,410
that each represent 1/1,980,410th of the capital
2.2 Registered shares - bearer shares/dematerialised
Registered 774
Bearer/dematerialised 1,979,636
amount of capital number of shares
D. Commitments to issue shares
2. Following the exercise of subscription rights
- Number of outstanding subscription rights 177,954
- Amounts of capital to be issued 1,545
- Maximum number of shares to be issued 177,954
E. Amount of authorised capital, not issued 16,236
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G. Shareholder structure of the company at the year end, as shown by the notifications that the company has received:
Notifications in accordance with the transparency legislation (Law of May 2nd, 2007 on the the disclosure of major
shareholdings in issuers whose shares are admitted to trading on a regulated market and laying down miscellaneous
provisions).
Overview of reported participations:
Date Who Number Number
of shares % (1) of shares % (2)
31/10/2008 Tridec Stichting Administratiekantoor under Dutch law,
Houtsnip 17, 3766 VD Soest, The Netherlands
Controlled by Alex, Peter and Dirk De Cuyper
Acting in mutual consultation with the De Cuyper family,
NV Immo Tradec, NV Belfima Invest and NV Tradidec 921,000 (46.51%) 921,000 (42.67%)
31/10/2008 Family De Cuyper - Notifier: Peter De Cuyper,
Acting in mutual consultation with Tridec Stichting
Administratiekantoor, NV Immo Tradec, NV Belfima
Invest and NV Tradidec 110,865 (5.60%) 110,865 (5.14%)
31/10/2008 NV Immo Tradec - BE 0439 777 214
Acting in mutual consultation with Tridec Stichting
Administratiekantoor, Family De Cuyper, NV Belfima
Invest and NV Tradidec 48,534 (2.45%) 48,534 (2.25%)
NV Belfima Invest - BE 0466 014 328
Acting in mutual consultation with Tridec Stichting
Administratiekantoor, Family De Cuyper, NV Immo
Tradec and NV Tradidec 30,333 (1.53%) 30,333 (1.41%)
NV Tradidec - BE 0464 996 422
Acting in mutual consultation with Tridec Stichting
Administratiekantoor, Family De Cuyper, NV Belfimat
Invest NV Immo Tradec 30,973 (1.56%) 30,973 (1.43%)
(1) % calculated based on the total existing numbers of shares (1,980,410)
(2) % calculated based on a “fully diluted” basis (2,158,364)
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annual report 2008
Cashflowstatement(in thousands of Euro)
I. Cash flow from operations 2008 2007 2006
Profit for the financial year 2,813 3,238 244
Adjustments for non-cash items
Amounts written off financial fixed assets 0 0 0
Share of grants in the profit -8 -8 -11
Transfer from deferred taxes 95 -113 -116
Depreciation of intangible fixed assets 324 269 287
Depreciation of tangible fixed assets 3,033 3,624 3,266
Devaluation of current assets 112 -631 -200
Provision for extraordinary liabilities and charges 5 -31 -16
Losses on the disposal of fixed assets 0 4 20
Total adjustments for non-cash items 3,561 3,114 3,229
Profit after adjustment for non-cash items 6,374 6,352 3,473
Changes to the working capital
(Increase)/Decrease in stocks 909 -273 -169
(Increase)/Decrease in trade debtors 1,213 -379 -2,527
(Increase)/Decrease in other debtors 2,023 -251 165
(Increase)/Decrease in cash guarantees -4 0 76
(Increase)/Decrease in deferred charges and accrued income 95 110 -220
Increase/(Decrease) in trade creditors -2,891 5,799 2,737
Increase/(Decrease) in advance payments received 4,651 0 0
Increase/(Decrease) in social security and tax debts 309 -13 -137
Increase/(Decrease) in other debts 3,294 -4,919 -3,622
Increase/(Decrease) in accrued charges and deferred income -111 -362 -37
Total changes to the working capital 9,488 -288 -3,732
Total cash flow from operating activities 15,862 6,064 -260
II. Cash flow from investment activities
Investments in intangible fixed assets -257 -298 -269
Investments in tangible fixed assets -1,345 -2,307 -3,543
Disinvestments in intangible fixed assets 37 42 412
Disinvestments in tangible fixed assets 0 0 18
Total cash flow from investment activities -1,565 -2,563 -3,381
III. Cash flow from financial activities
Capital increase 0 0 4,500
Increased shareholding -8,729 -7,422 -4,220
Liquidation of leasing debts -1,329 -1,747 -1,601
Liquidation of investment credits -2,891 -5,051 -2,859
Increase in leasing debts 47 1,040 1,711
Increase in investment credits 0 19,804 91
Mutation in straight loans -2,927 -9,854 -1,525
Increase in miscellaneous loans 33 0 117
Increase other loans 0 0 7,500
Total cash flow from financial activities -15,796 -3,230 3,713
NET CASH INCREASE/(CASH DECREASE) -1,499 271 72
Cash at bank and in hand and investments end previous financial year 2,289 2,018 1,946
Cash at bank and in hand and investments end financial year 790 2,289 2,018
CHANGE IN CASH AT BANK AND IN HAND -1,499 271 72
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Comments
Assets (in thousands of Euro)
Intangible fixed assets (e 354)
Intangible fixed assets mainly consist of externally procured development technology, as well as patents and licences for preforms.
Tangible fixed assets (e 6,530)
An amount of e 1.6 million was invested during 2008, primarily in moulds and peripheral equipment.
Financial fixed assets (e 52,603)
There have been capital increases in Resilux Investment Corporation, Inc by e 3.2 million and Resilux Holding B.V. by e 8.1 million.
The value of the shares in Resilux Eurasia Holding NV has decreased by e 2.6 million after a reduction in value.
Stocks (e 10,671)
The inventory of finished goods has been further decreased by e 1.9 million. The inventories of raw materials and prepayments
increased by e 0.9 million
Accounts receivable aftermore than one year (e 2,887)
This consists of a transfer of a part of the short term receivable (Resilux America, LLC and Resilux Investment Corporation, Inc.) to
long term.
Trade debtors (e 9,580)
Good credit management and a diversification of clients remain a point of attention. Despite an increase of the turnover, trade
debtors decreased by e 1.2 million.
Other debtors (e 12,909)
This consists of the receivables on Resilux America, LLC et Resilux Investment Corporation, Inc. (e 8.1 million), Resilux Holding
B.V. (e 0.8 million) and Eastern Holding NV (e 3.6 million). In this section are also included a VAT-receivable and miscellaneous
receivables (e 0.5 million).
Cash at bank and in hand and investments (e 790)
For an explanation of the change in cash at bank and in hand and short term investments, we refer to the cash flow statement on
page 83 of this annual report.
Liabilities (in thousands of Euro)
Capital (e 17,184)/Share premium (e 16,656)
The history of the capital is as follows:
Date Type of operation Amount of the capital (in Euro) Number of shares
05/05/1992 Formation 123,947 500
02/11/1993 Capital increase 545,366 2,200
27/06/1995 Capital increase 3,197,826 3,642
16/06/1997 Capital increase 4,268,726 4,362
04/09/1997 Shares split by 325 4,268,726 1,417,650
03/10/1997 Capital increase/stock exchange entry 15,423,935 1,777,650
24/12/1998 Capital increase 16,235,717 1,871,210
19/11/1999 Capital increase 16,236,000 1,871,210
19/12/2006 Capital increase 17,183,856 1,980,410
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annual report 2008
Legal reserve (e 603)
This has been built up in accordance with the legal requirements.
Tax-free reserve (e 289)
The reinvestment as a result of the application of spreading of the gains realised in relation to deferred taxes resulted in a transfer
from this item of e 0.2 million.
Profits brought forward (e 3,727)
In its meeting of April 3rd, 2009, the Board of Directors proposes to the General Meeting of Shareholders that no dividend would be
paid for the financial year 2008. The profit of the year is brought forward to the next accounting year.
Investment grants (e 52)
The change to investment grants is explained by taking the investment grants to the profit and loss.
Deferred taxes (e 174)
For the change in deferred taxes, we also refer to the system of spreading the taxation (see tax-free reserves section)
Financial debts long term (e 18,381) and short term (e 10,153)
Current portion of debts payable after one year (e 6,329)
The net financial debt decreased by e 5.6 million compared to last year. We refer to the cash flow statement on page 83 of this
annual report.
Trade creditors (e 13,621)
The total amount of trade creditors decreased by e 2.9 million.
Debts relating to taxes, remuneration and labour-related contributions (e 1,035)
Profitandlossaccount(in thousands of Euro)
Operating income (e 75,422)
Turnover (e 77,015)
The increase of the sales volumes by 5% explains the increase of the total turnover by e 4.7 million.
Other operating income (e 205)
This item largely consists of small items such as personel compensation costs, claims and other various proceeds.
Operating charges (e 73,183)
These charges rose by e 4.4 million. An increase of sales volumes (see turnover) resulted in higher consumption of raw materials
by e 2.4 million. Despites an increase of the variable costs like electricity and transportation, the services and other goods
increased by only e 0.8 million.
Wages increased by e 0.6 million, mainly due to wage adjustments and indexations but also due to further expansion of the sales
team and internal organisation.
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Financial income (e 11,244) / Financial charges (e 8,491)
The financial result shows a profit of e 2.7 million.
This is completely due to proceeds from dividends from subsidiaries.
Extraordinary income (e 599)
An amount of e 0.6 million was booked as capital gains after sale of fixed assets.
Extraordinary costs (e 2,676)
This item includes an decrease in value of the shares of Resilux Eurasia Holding NV for e 2.6 million.
Cash flow statement
The cash flow from operational activities amounted to e 15.9 million. This amount is mainly composed by the profits of the current
year and the adjustments related to non-cash items. This increase has been largely neutralised by funds from investment activities
for an amount of e 1.6 million but also by funds from financing activities for an amount of e 15.8 million.
Other information regarding the statutory company of Resilux NV
The accounting policies, as well as the full reports of the Board of Directors of Resilux NV, and the report of the Auditor, can be
obtained on request and free of charge at the registered seat of the company.
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annual report 2008
GeneralinformationonResiluxNV
1. GENERAL INFORMATION
1.1. Name
RESILUX NV
1.2. Registered office
Damstraat 4 - 9230 Wetteren - Belgium
1.3 Company number
RPR Dendermonde
VAT BE 0447.354.397
1.4. Incorporation, amendments to the articles of association, duration
The company was incorporated on May 5th, 1992, according to a deed published in the Annexes to the Belgian Bulletin of May
28th, 1992 under number 920528-59.
The articles of association have been amended on a number of occasions, and the last time by the Extraordinary General
Meeting of May 16th, 2008.
The company has been incorporated for a period of indefinite duration.
1.5. Legal form
Resilux is a limited liability company (société anonyme/naamloze vennootschap) incorporated under Belgian law.
1.6. Financial year
The financial year commences on January 1st and ends on December 31st of each year, and for the first time as of 2001. The
financial year used to be over a period from July 1st to June 30th of each year. As an exception, the 1999/2000 financial year
was extended by six months.
1.7. Audit of the annual accounts
The annual accounts of Resilux NV are audited by the Auditor Baker Tilly JWB Bedrijfsrevisoren, Collegebaan 2 D in 9090 Melle
represented by Ms Benedikt Joos. This mandate has been renewed at the Annual Shareholders’ Meeting of May 21st, 2007 for
a period of 3 years.
For the statutory and consolidated annual accounts of the financial year ending on December 31st, 2008, the Auditor has
issued a report without reservations on the company.
1.8. Consultation of company documents
The Company’s statutory and consolidated annual accounts and the accompanying reports are deposited with the National
Bank of Belgium.
According to the articles 535 and 553 of the Company Code, the annual accounts and accompanying reports are sent out
each year free of charge to shareholders on a nominal basis, to the Directors and to the Auditor, as well as to those who have
complied with all formalities to be admitted to the Annual Shareholders’ Meeting, as required by the articles of association, no
later than 7 days before this general meeting.
As from 15 days before the Annual Shareholders’ Meeting, every shareholder or owner of warrants, after submitting his stock,
can consult these documents at the Company’s registered seat, and can obtain a copy free of charge.
Furthermore, as from 15 days before the Annual Shareholders’ Meeting, every shareholder or owner of warrants can consult
the following documents at the Company’s registered seat:
1° the list of shareholders whose shares are not fully paid up, with reference to the amount of their shares and their place of
residence;
2° the list of public funds, shares, bonds and other stock of companies who are part of the portfolio;
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The annual financial report with the abridged statutory and consolidated annual accounts, the reports from the Board of
Directors and Auditor regarding the consolidated annual accounts for the financial years 2004 to 2008 can be consulted in
Dutch, English and French on the Company’s website (www.resilux.com) and are on request also available in hardcopy. Only
the Dutch version of the annual report is legally valid. The versions in other languages are translations of the original Dutch
version.
Even so, the full version of the approved statutory annual account, with the accompanying signed reports from the Board of
Directors and the Auditor regarding the financial years 2004 to 2008 are published on the Company’s website.
Any interested party can register free of charge to receive emails with press releases and the compulsory financial
information, which is also available on the Company’s website.
The convocation for the Anual Shareholders’ Meeting/Extraordinary Anual Shareholders’ Meeting is published in the financial
press and the Belgian Bulletin, and is also available on the website, as are the respective power of attorney forms,
- if appropriate - the draft adjustment of the articles of association, and the signed minutes from the last Anual Shareholders’
Meeting held.
Decisions regarding the appointment and dismissal of members of the Board of Directors as well as other decisions or reports
that must be published by law are published in the Annexes to the Belgian Bulletin and are also announced on the Company’s
website if necessary.
The Company statutes and special reports required by the Code of Companies are available for consultation at the office of
the clerk of the Commercial Court of Dendermonde, at the headquarters of the Company and can be found on the Company’s
website.
The Corporate Governance Charter can be consulted on the Company’s website.
2. EXCERPTS FROM THE ARTICLES OF ASSOCIATION
2.1. Objects of the company
Article 2 - Objects
The objects of the company are, on its own behalf and on behalf of third parties or together with third parties, itself or through
the mediation of any natural or juristic person in Belgium or abroad:
1. To perform all operations with regard to the trade, import and export, purchase and sale, demonstration, leasing,
representation, agency business:
• Relating to plastics, finished products and related articles, the production or recycling of them in wholesale and
retail, and thus all operations in this respect without restriction. This description comprises production by means of
all existing technologies, such as injection, extrusion, blow moulding, thermoforming, welding, and others, as well as
the formulation or purchase of all forms of plastics, raw materials, semi-finished and finished products, moulds, or
other technical peripheral equipment, as well as accepting agencies in this respect, and likewise the marketing and
sale of all these products.
• Relating to all machines used for the plastics processing industry, spare parts and accessories, including the
self-construction of these machines, moulds, technical peripheral equipment, and also all forms of services to the
plastics processing industry, including training, repair, renovation, installation and consulting.
2. Filing patents on its own inventions or on improvements to existing systems, granting licence agreements.
3. Performing all management assignments, taking on appointments and positions that are directly or indirectly related to
the company objects or which could contribute to the realisation of its objects.
It may also perform all commercial, industrial, financial, real or personal operations that could be directly or indirectly
necessary or useful for the realisation of its objects.
The company may by contribution, merger, subscription, purchase of shares, or in any other way, become involved in all
businesses that have similar or related objects or for which the objectives are of importance to the realisation of its corporate
objects.
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annual report 2008
2.2. Capital
Article 5 - Share capital
The share capital is set at e 17,183,856.00 represented by 1,980,410 shares without nominal value, each representing
1/1,980,410th of the share capital.
Article 6 - Change of the subscribed capital
The share capital may not be increased or decreased, except on the decision of the General Meeting of Shareholders,
deliberating according to the conditions required for an amendment to the articles of association.
A capital decrease may only be decided on by the General Meeting in accordance with the requirements of articles 612, 613
and 614 of the Companies Code.
Article 7 - Authorised capital
In accordance with article 603 of the Companies Code, the Board of Directors may be authorised to increase the share capital in
one or more instalments. The capital may be increased by cash or non-cash contributions, and by conversion of reserves subject
to observance of the requirements of article 603 and onwards of the Companies Code. In addition to the issue of ordinary shares,
capital increases decided on by the Board of Directors may also be realised by the issue of preference shares, shares without
voting rights, shares in the favour of employees, and convertible bonds and warrants.
The Board of Directors shall be authorised to restrict or cancel the pre-emptive rights in the interests of the company, when the
capital increase is within the bounds of the authorised capital.
The Board of Directors shall be authorised to restrict or cancel the pre-emptive rights in the favour of one or more specific
persons, even if they are not employees of the company or its subsidiaries.
The General Meeting has expressly granted the authority to the Board of Directors to increase the subscribed capital one or
more times, as of the date of the company being notified by the Banking and Finance Commission of a public takeover bid on the
company shares, by cash contribution with the cancellation or restriction of the pre-emptive rights of the existing shareholders,
or by contribution in kind in accordance with article 607 of the Companies Code. In the event of a capital increase by cash
subscription with an issue premium, the Board of Directors is authorised to stipulate that the issue premium is booked to the
‘share issue premiums’ reserve, which shall be unavailable for distribution and shall constitute a guarantee for third parties to the
same extent as the share capital, and which may only be used in accordance with the conditions set by the Companies Code for
amendments to the articles of association, without prejudice to the possibility for the Board of Directors to convert it to capital.
The Board of Directors shall have the authority to amend the articles of association of the company in accordance with the capital
increase that is decided upon within the scope of its authority.
Article 8 - Nominal shares - Bearer shares - Dematerialised shares
Shares not paid in full are nominal.
Shares paid in full and other company shares are bearer, nominal or dematerialised shares within the limits defined by
applicable laws.
Holders of bearer shares can, at any time and at their own cost, request conversion of said shares either to nominal shares or
dematerialised shares (as of 1st January 2008).
Holders of nominal shares paid in full can, at any time and at their own cost, request conversion of said shares either to bearer
shares (up to 31st December 2007) or dematerialised shares (as of 1st January 2008).
Holders of dematerialised shares can, at any time and at their own cost, request conversion to nominal shares.
Dematerialised shares are represented by an entry, under the owner’s or holder’s name, on an account with a recognised
account holder or payment institution.
A register is kept at company headquarters for each category of nominal shares, in accordance with article 463 of the Code of
Companies. Each shareholder can consult the register concerning their own shares.
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Article 8bis - Shares - Dematerialisation
Bearer shares issued by the company and appearing on a securities account as of 1st January 2008 shall, as from that date,
legally exist in dematerialised form. Starting on January 1st, 2008, other bearer shares shall then also be legally dematerialised
as they are registered on a securities account.
Bearer shares issued by the company and which are not registered on a securities account as of December 31st, 2013 shall be
legally converted to dematerialised shares on that date.
The Board of Directors is granted the authority, within the limits defined by applicable laws, to define the terms for conversion
of former bearer shares to dematerialised shares or nominal shares and for conversion of nominal shares to dematerialised
shares or vice versa, as well as to take all necessary action for the practical completion of said conversions.
Article 11 - Preferential right
In the event of a capital increase being realised in a way other than by contribution in kind or merger, and without prejudice to
a decision of the General Meeting or Board of Directors to the contrary, the new shares shall first be offered in preference to
the shareholders in proportion to the share capital represented by their shares.
The preferential right may be exercised for a period of at least 15 days starting from the day of the subscription being opened.
The subscription price and the period within which the preferential right may be exercised shall be determined by the General
Meeting or, when an increase is decided upon in accordance with article 603 of the Companies Code, by the Board of Directors.
If a share is encumbered with usufruct, the preferential right shall be given to the owner of the share without usufruct. For
shares pledged as security, the preferential right shall exclusively go to the owner-pledger.
If the General Meeting decides to ask for a share issue premium, it shall be fully paid upon subscription and shall be booked
to a reserve unavailable for distribution, which may only be reduced or eliminated by a decision of the General Meeting or the
Board of Directors, taken in the way required for an amendment to the articles of association. The share issue premium shall
constitute a guarantee for third parties to the same extent as the share capital.
2.3. Management
Article 14 - Transparency declaration
For the application of articles 1 to 4 of the Act of March 2nd, 1989 on the publication of large shareholdings in companies
listed on the stock exchange, and the regulation of public acquisition bids, the applicable quota are set at 3% and 5%, or a
multiple of 5%.
2.4. Management and Supervision
Article 15 - Right of nomination
The company shall be managed by a Board of Directors of at least three and a maximum of seven members, who need not be
shareholders, appointed by the General Meeting of Shareholders and who may be suspended or dismissed at any time by this
General Meeting.
Four Directors shall be appointed from among the candidates nominated by Tridec Stichting Administratiekantoor, insofar that
it, and all entities it directly or indirectly controls (as defined in chapter III, part I, IV.A of the appendix to the Royal Decree
of 8 October 1976 on the annual accounts of companies), holds at least 35% of the shares of the company at the time of the
nomination of the candidate-directors and at the time of their appointment by the General Meeting.
Article 23bis
In accordance with article 524bis of the Companies Code, the Board of Directors may transfer management powers to an
executive committee, without this transfer being able to relate to the general policy of the company or to any acts reserved for
the Board of Directors on the grounds of other provisions of the law.
The conditions for the appointment of members of the executive committee, their dismissal, their remuneration, the duration
of their assignment, and the procedures of the executive committee shall be determined by the Board of Directors.
The Board of Directors shall be responsible for supervising that committee.
A member of the executive committee, who has a direct or indirect material interest that is in conflict with a decision or
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operation that is the responsibility of the committee, shall inform the other members of this before the committee deliberates.
Moreover the requirements of article 524ter of the Companies Code must be taken into consideration.
2.5. General Meeting
Article 29 - Meeting
The annual meeting shall be held each year on the third Friday of May at 15:00, at the registered office or at another place
designated in the notice of meeting, in order to hear the reading of the annual report and the audit report drawn up by the
Board of Directors and Auditors respectively, to approve the annual accounts, to appoint the directors and Auditors, and in
general to deliberate on all items on the agenda.
In case this day is a public holiday or an intermediate day following a public holiday, the meeting shall be held on the next
working day.
An extraordinary General Meeting may be convened each time that the interests of the company so require, and must be
convened each time shareholders who together represent one fifth of the share capital so request.
After approval of the annual accounts, the meeting shall decide in a special vote whether or not to grant discharge to the
Directors and Auditors.
Article 31 - Conditions for admission
Registered shareholders must inform the Board of Directors at least three working days before the meeting of their intention
to attend the meeting, if the Board so requires in the notice of meeting.
At least three working days before the meeting, the bearer shareholders must deposit their securities at the registered office
or the places stated in the notice of meeting. They shall be admitted to the General Meeting on presentation of the proof of
deposition.
The owners of dematerialised securities must within the same period, present a certificate produced by the recognised
account holder or liquidation institution, to the institutions specified by the Board of Directors, showing the non-availability of
these shares to the General Meeting.
Bond holders may attend the General Meeting subject to observance of the admission conditions for shareholders.
Article 32 - Representation by proxy
Without prejudice to articles 536 and 547 onwards of the Companies Code, each shareholder may appoint a proxy by letter,
telegram, telex, facsimile, or in another way, to represent him at the General Meeting without departing from the authority of
the Board of Directors to stipulate the form of the proxy letters in the notice of meeting.
The proxy letters must be submitted to the registered office at least five days before the meeting.
Article 33 - Organisation
Every General Meeting shall be chaired by the Chairman of the Board of Directors or, in his absence, by a Chief Executive or, in
his absence, by the oldest director.
The Chairman shall appoint the secretary who need not be a shareholder or director.
If the number of shareholders so allows, the meeting shall elect two tellers. The Directors present shall complete the
committee.
Article 35 - Number of votes - Exercise of the voting right
Each share gives the right to one vote.
The voting rights attached to shares indivisibly may only be exercised by the person designated by all co-owners. The voting
right attached to a share encumbered with usufruct shall go to the usufructuary. The voting rights attached to a share pledged
as security shall go to the owner-pledger.
Holders of bonds may attend the General Meeting, but only in an advisory capacity.
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Voting by correspondence is not allowed.
In accordance with article 541 of the Companies Code, the voting right on non-fully paid shares shall be suspended when the
requested payments have become payable and have not been paid.
2.6. Appropriation of profit
Article 41 - Payment
The credit balance of the accounts, after deduction of all costs and charges of any nature, depreciation and tax and other
provisions shall form the net profit. From this profit shall first be deducted:
- 5% to set up a legal reserve until this reserve is equal to one tenth of the share capital.
- The balance shall be at the disposal of the General Meeting who shall decide on its appropriation, on the understanding
that no dividends may be paid out, nor may directors fees be paid out, when the assets, as shown by the balance sheet
and reduced by the provisions and debts, is less than or would become less than the sum of the paid-up capital plus the
reserves, all in accordance with article 617 of the Companies Code.
- The authority is granted to the Board of Directors to pay out an interim dividend against the result of the financial year,
under its own responsibility, subject to that stipulated in article 618 of the Companies Code.
Article 42 - Payment of dividends
The dividends shall be paid annually at the place and time stipulated by the General Meeting or the Board of Directors.
2.7. Winding up - Liquidation
Article 43 - Early winding up
In accordance with articles 535, 634, 645 and 646 and onwards of the Companies Code the company may be wound up early
upon the decision of the General Meeting, deliberating as for an amendment to the articles of association.
Article 44 - Liquidation
In the event of the company being wound up, the General Meeting shall appoint one or more liquidators and shall stipulate
their authority and remuneration.
In the absence of such an appointment, the liquidation shall be done jointly by the Board of Directors acting as a liquidation
committee.
Except in the event of a decision to the contrary, the liquidators shall act jointly and have the most extensive powers in
accordance with articles 186, 187, 188 and 190 to 195 inclusive of the Companies Code.
Article 45 - Distribution
After payment of all debts, charges and costs of the company, the net assets shall first be used to refund, in cash or in kind,
the paid-up and not yet refunded amount of the shares.
Any surplus shall be allocated in equal parts to the shares.
If the net proceeds are not sufficient to refund all shares, the liquidators shall pay in preference the shares that have been
paid up to a greater extent until they are on an equal footing with the shares that have been paid up to a lesser extent, or they
shall make an additional call for capital to the charge of these last-mentioned.
2.8. Temporary provisions
Authorised capital
For a period of five years, starting from the publication of the decision of the General Meeting of the nineteenth of May two
thousand and six in the Annexes to the Belgian Bulletin, the Board of Directors shall be authorised to increase the share
capital in one or more instalments to the amount of sixteen million two hundred and thirty six thousand Euro
(e 16,236,000.00).
The capital may be increased by cash or non-cash contributions, and by conversion of reserves subject to observance of the
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requirements of article 603 and onwards of the Companies Code.
In addition to the issue of ordinary shares, capital increases decided upon by the Board of Directors may also be realised
through the issue of preference shares, shares without voting rights, shares and/or warrants in the favour of employees, and
convertible bonds and/ or bonds with warrants.
The Board of Directors shall be authorised to restrict or cancel the preferential rights in the interests of the company, when
the capital increase is within the bounds of the authorised capital.
The Board of Directors shall be authorised to restrict or cancel the preferential rights in the favour of one or more specific
persons, even if they are not employees of the company or its subsidiaries.
The General Meeting has expressly authorised the Board of Directors to increase the subscribed capital in one or more
instalments, as of the date of the company being notified by the Banking, Finance and Insurance Commission of a public
takeover bid on the company shares, by cash contribution with the cancellation or restriction of the pre-emptive rights of
the existing shareholders, or by contribution in kind in accordance with article 607 of the Companies Code. This authority is
granted for a period of three years, starting from the publication of the decision of the General Meeting of the nineteenth of
May two thousand and six in the Annexes to the Belgian Bulletin, and may be renewed.
In the event of a capital increase being made by cash subscription with a share issue premium, the Board of Directors shall
have the authority to stipulate that the issue premium be booked to the ‘share issue premium’ reserve that is unavailable for
distribution, which shall constitute a guarantee to third parties to the same extent as the share capital, and which may only be
used in accordance with the conditions set by the coordinated laws on commercial companies for amendments to the articles
of association, without prejudice to the possibility of a capital conversion by the Board of Directors.
The Board of Directors shall have the authority to amend the articles of association of the company in accordance with the
capital increase that is decided upon within the scope of its authority.
Purchase of own shares
The Board of Directors is authorised to acquire or alienate the company’s own shares or participating bonds in accordance
with the legal requirements, if the acquisition or alienation is necessary to avoid impending serious harm for the company.
This authorisation applies for a period of three years, starting from the publication of the decision of the General Meeting
of the nineteenth of May two thousand and six in the Annexes to the Belgian Bulletin, published on the twelfth of June two
thousand and six.
By virtue of article 620 of the Companies Code, the Board of Directors is authorised to acquire or alienate the maximum
allowed number of own shares or participating bonds by purchase or exchange, at a price equal to the quoted price of these
shares on a Belgian stock exchange at the time of this acquisition or alienation, all in accordance with articles 620 to 625 of
the Companies Code.
The authorisation to acquire applies for a period of eighteen months, starting from the publication of the decision of the
General Meeting of the sixteenth of May two thousand and eight in the Annexes to the Belgian Bulletin on the sixth of June two
thousand and eight. Insofar allowed by the law (and in particular by article 622 of the Companies Code), the authorisation to
alienate shall apply without time limits as of the date of this instrument.
The articles 8, 8bis, 14 and the Temporary Provisions of the articles of association are the subject of the Extraordinary
General Meeting of May 15th, 2009.
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Design & photography : TVC reclamebureau bv - Dongen, the Netherlands
Printing : Lannoo printers - Tielt, Belgium
This annual report has been printed on recycled paper.