Annual Report 2012 RENK AG at a Glance

Innovative Power Transmission Annual Report 2012 RENK AG At a glance • Operating profit €66 million (up from €53 million) • ROS: 13.8 percent (up from 13.6) • ROCE: 34.6 percent (up from 33.5) • Earnings per share: €6.69 (up from €5.58) • Proposed dividend: €2.00 per share (up from €1.80) • Net cash provided by operating activities: €66 million (up from €40 million) RENK Group € million 2012) 2011) Change in % Order intake 525) 456) +15 Sales 476) 389) +22 Order backlog1) 634) 586) +8 Headcount1) 2,245) 2,013) +12 thereof temporary employees1) 78) 69) – Change in € mill. Operating profit (EBIT) 66) 53) +13 Earnings before taxes (EBT) 65) 54) +11 Net income/earnings after taxes (EAT) 45) 38) +7 Earnings per share (EpS) in € 6.69) 5.58) – Dividend per share in € 2.00) 1.80) – Return on sales (ROS) in % 13.8) 13.6) – Return on capital employed (ROCE) in % 34.6) 33.5) – Capital expenditures 28) 24) +4 Amortization/depreciation 14) 13) +1 Internally funded R&D expenditures 7) 6) +1 Cash earnings 59) 51) +8 Cash flow from operating activities 66) 40) +26 Cash flow from investing activities (31) (24) –7 Free cash flow 35) 16) +19 Net liquid assets1) 124) 103) +21 Total equity1) 265) 236) +29 1) As of December 31, 2012 vs. 2011 RENK—an MAN SE Company Contents 04 Supervisory Board 05 Executive Board 06 Report of the Supervisory Board 12 Corporate governance 20 RENK stock 22 RENK Group Management Report for fiscal 2012 23 The RENK Group’s business focus 24 Economic environment 26 Order situation and operating profit 30 Income statement 31 Reconciliation to net income (EAT) 32 Controlling system and shareholder value management 36 Financial position 37 Asset and capital structure 40 Capital-related disclosures 42 Research and development 44 Investing activities, environmental management 48 Employees 52 The situation at the divisions 66 Risk report 76 Board compensation report 2012 82 Outlook 85 RENK consolidated financial statements for the fiscal year ended December 31, 2012 86 Consolidated income statement 86 Statement of comprehensive income 87 Consolidated balance sheet 88 Statement of changes in equity 89 Consolidated statement of cash flows 91 Notes to RENK’s consolidated financial statements 91 Accounting principles 104 Notes to the consolidated income statement 109 Notes to the consolidated balance sheet 120 Other information 138 Subsequent events 139 Supervisory and Executive Board memberships in other statutory boards or equivalent 142 Management representation 143 Independent auditor’s report and opinion 145 Six-year overview 03 RENK Annual Report 2012 Supervisory Board Dipl.-Kfm. Frank H. Lutz Klaus Ketterle*) Munich Neusäss Supervisory Board Chairman Technical clerk, RENK AG Former executive board member of MAN SE Herbert Köhler *) Augsburg Dipl.-Oec. Hiltrud Werner Senior foreman, RENK AG Munich Supervisory Board Vice-Chairwoman Head of Corporate Internal Auditing, MAN SE *) elected by the employees As of Feb. 21, 2013 Prof. Dipl.-Ing (FH) Gerd Finkbeiner Neusäss Management consultant (freelance) Dr.-Ing. Hans-O. Jeske Wesel Executive board member of MAN Diesel & Turbo SE 04 Executive Board Ulrich Sauter Dipl.-Ing. (FH) Florian Hofbauer Wertingen Landsberg Spokesman responsible for Production and Administration responsible for Engineering and Marketing 05 RENK Annual Report 2012 Report of the Supervisory Board Frank H. Lutz Ladies and Gentlemen: In fiscal 2012, the Supervisory Board periodically and thoroughly dealt with RENK’s situation and development and throughout performed the tasks and duties incumbent on it under law, the Company’s bylaws and its own Rules of Procedure. We provided the Executive Board members with advice on the conduct of business and oversaw their activities. The Supervisory Board convened in 2012 at four meetings, attendance averaging 88 percent. Detailed Executive Board reports (oral and written) informed the Supervisory Board on business trends and transactions of relevance, RENK’s performance and financial trends, the corporate plan and any variances and their causes, the present strategic focus, as well as the purposes and configuration of the risk management system. As part of its management monitoring duties, the Supervisory Board further- more satisfied itself of the installation by the Executive Board of an effective and efficient regulatory compliance system for the RENK Group, and obtained reports on compliance-related tests and audits. The Supervisory Board’s Presidential Committee met twice in fiscal 2012; no other committees existed within the Supervisory Board. The Supervisory Board was involved as advisory body in all issues and decisions of import to RENK. Moreover, at periodical conferences with the Executive Board members outside scheduled Supervisory Board meetings, I discussed, among other topics, 06 relevant issues involving RENK’s business trend, regulatory compliance, and strategic projects. Agendas of Supervisory Board meetings The Supervisory Board’s March 5, 2012 meeting centered on the annual financial statements for fiscal 2011 (including the dependency report on affiliations). Further topics being discussed at this meeting were the approval of the agenda of, and proposed resolutions to be passed by, the annual general meeting 2012, the Executive Board’s compliance report, as well as amendments to the fixed salary and D&O insur- ance cover in the Executive Board members’ service contracts. Preceding the AGM on April 26, 2012, the Supervisory Board met again to listen to the Executive Board’s report on RENK’s business trend and then discuss the pre-publication Q1 interim report. At the Supervisory Board meeting of July 27, 2012, the Executive Board reported on ongoing cost efficiency improvement projects, as well as on M&A and R&D activities. This was followed by a joint discussion by the Supervisory and Executive Boards of the semiannual financial report prior to publication. Then a resolution to change the Executive Board remuneration system by redesigning the long-term performance- related incentive was passed. Details are included in the Board Compensation Report 2012 which is published as part of the annual management reports for RENK AG and the Group. The Supervisory Board’s October 22, 2012 meeting upstream of the Q3 interim report’s publication also dealt with the German Corporate Governance Code, the declaration of conformity, and the examination conducted on the efficiency of Supervisory Board activities as recommended in § 5.6 of the Code. Moreover, the Supervisory Board discussed with the Executive Board the applicability of Codetermination Act provisions, besides formally resolving that PwC be engaged to audit RENK AG’s annual financial statements and dependency report. The newly appointed Compliance Officer then introduced himself to the Supervisory Board and submitted his report on RENK AG’s regulatory compliance system. Corporate governance In December 2012, RENK AG’s Executive and Supervisory Boards issued the declaration of conformity on the current recommendations of the German Corporate Governance Code Government Commission (as amended up to May 15, 2012). This declaration is published on RENK AG’s website. The Supervisory Board approved the corporate governance report 2012 at the present meeting of February 21, 2013. In fiscal 2012, no Supervisory Board member reported any clashing interests under the terms of § 5.5 of the Code. Annual and dependency report audits 2012 The separate financial statements and management report of RENK AG, as well as the consolidated financial statements and group management report, for the fiscal year 07 RENK Annual Report 2012 ended December 31, 2012, were all examined by PricewaterhouseCoopers AG, Wirt- schaftsprüfungsgesellschaft (“PwC”), Munich, the statutory auditor duly elected by the annual general meeting; PwC issued its unqualified opinion on both sets of financial statements. The focal audit areas defined by the Supervisory Board referred to deferred taxes and hedge accounting. Pursuant to Art. 312 German Stock Corporation Act (“AktG”), the Executive Board prepared a dependency report on affiliations for fiscal 2012. The statutory auditor examined this report and issued the following opinion thereon: “According to our due audit and analysis we hereby confirm (1) that the facts stated in the report are true and valid, and (2) that the consideration the Company received for the legal transactions mentioned therein was not unreasonably high.” The Supervisory Board endorsed the statutory auditor’s conclusions from the latter’s examination of the dependency report. The statutory auditor attended, and reported on its key audit conclusions at, our annual accounts meeting today. We took approving note of the audit results. According to the final results of our own review of RENK AG’s separate and consolidated financial statements and the management reports, we do not raise any objections either. We approve the separate financial statements as prepared by the Execu- tive Board, which are thus adopted, as well as the consolidated financial statements. After thorough discussion of the RENK Group’s financial budget and capital expendi- ture plan, we agree with the Executive Board’s proposal (also reviewed by us) for the appropriation of net earnings. After reviewing the final results of our own examination, we found no reasons for objections to the Executive Board’s concluding statement in the dependency report. Changed Supervisory Board membership After Ms. Hiltrud Werner had been delegated in May 2011 by MAN SE to RENK AG’s Supervisory Board in accordance with Art. 7(3) Clause 1 of the Articles of Incorporation (bylaws), the AGM endorsed Ms. Werner’s Supervisory Board membership, electing her formally for the remaining term of office of the Supervisory Board. The current year 2013 will see a change in Supervisory Board membership. Since RENK meantime regularly employs more than 2,000 people, the provisions of Art. 96(1) AktG in conjunction with Art. 1(1) MitbestG (German Codetermination Act) require the Supervisory Board in future to have six stockholder and employee representatives each, as set out in Art.

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