GET IN AND EXPERIENCE PERFORMANCE EDAG ANNUAL REPORT 2014 SELECTED PERFORMANCE FIGURES FROM CONSOLIDATED FINANCIAL STATEMENT (in million € or %) 2014 2013 2012 Incoming orders 742.2 639.0 - Total revenue 689.7 632.4 415.2 EBIT1 87.6 38.5 35.5 EBIT margin [%] 12.7 % 6.1 % 8.6 % EBIT, adjusted 57.9 49.7 32.0 EBIT margin [%], adjusted 8.4 % 7.9 % 7.7 % Equity on reporting date 117.4 102.9 113.0 Statement of financial position total on reporting date 484.6 504.6 382.9 Equity ratio [%] 24.2 % 20.4 % 29.5 % Net financial debt on reporting date 121.7 136.7 67.5 Operating cash flow 56.7 21.0 44.8 Investing cash flow - 32.6 - 62.4 - 53.0 Free cash flow (equity approach) 24.1 - 41.4 - 8.3 Gross investments 25.2 22.4 16.4 Employees2 on reporting date [number] 7.401 7.306 6.102 1 Earnings before interest and taxes 2 Employees including trainees Report of the Executive Board 4 Report of the Supervisory Board 6 N Business Values 10 Redefining Limits Creating the Future 14 Joint Management Report 38 Consolidated Financial Statements 80 Auditor‘s Report 240 Legal Notices 242 § Imprint 243© REPORT OF THE EXECUTIVE BOARD Dear Sir or Madam, Workforce expansion In 2014, the business of the newly established EDAG Group profited from a number of favou- In the past financial year, we were able to attract and acquire an additional 640 emplo- rable conditions: yees for our workforce. • Despite local crises, the global economy increased by 3.3 percent in 2014 Key areas addressed with a view to increasing productivity and employee satisfaction • The automotive industry was able to sell considerably more cars throughout the world were again education and training. The result of this was a further increase in competi- • The increasing individualisation of the model range and long-term technology trends meant tiveness in the customer environment. We had an apprentice/trainee quota of 9.2 percent that development of the the market for engineering services continued positive in Germany. This had a pleasing effect on the business development of the company. Our commitment to the company‘s work-life balance and health management program- Sales increased by approximately 9 percent to € 690 million. The EBIT rose at an even faster rate mes has also helped to add to our appeal. HARALD JÖRG JÜRGEN POESCHKE OHLSEN VOGT to € 88 million. We are particularly pleased that the company was again included in the „Top Employer 2014/2015“ awards. COO CEO CFO Spokesman of the Positive strategic development for the future Executive Board The EDAG Group was given a new organisational structure in 2014: Outlook and targets • EDAG GmbH & Co. KG and Rücker GmbH were merged into EDAG Engineering GmbH We are also confident about the future. Order volumes are positive, and both the world • Reporting and IT structures were harmonised economy and the automotive industry are set to grow in the years ahead. • Ancillary activities were either sold or spun off We anticipate a significant increase in our business as a result of the extension of the • Real estate was sold and in some cases rented back range of models and variants, the growth in the number of contracts being awarded, and also technology trends such as lightweight design, electric mobility, consumption One of the world‘s largest engineering companies in the automotive industry came into being, optimisation, vehicle IT and autonomous driving. with a workforce of some 7,400 employees at 70 locations in Gemany and abroad. BFFT Fahrzeugtechnik GmbH, an Ingolstadt-based company which joined the new EDAG Engi- neering GmbH group of companies in January 2013 but will continue to be run as an indepen- dent entity, is one of the leading providers of electrical and electronic engineering services. The merger has significantly increased our presence in Wolfsburg, Stuttgart and Munich. We Wiesbaden, 22th April 2015 now have almost 1,000 employees for future engineering tasks at each of these locations. Our international position has likewise been improved: in Spain, Eastern Europe, Sweden, Brazil, Mexico, the USA and China. The business activities carried out by EDAG and Rücker complemented and supplemented each other perfectly. As a result, it will be possible to handle major projects in particular (e.g. module Jörg Ohlsen Harald Poeschke Jürgen Vogt or complete vehicle development) even more effectively. Spokesman of the COO CFO The reorganisation has already led to some very positive feedback from customers. At the end Executive Board/CEO of the year, we were awarded the „Hessen Champions 2014“ prize, designating us the most innovative company in the State of Hesse. 4 I THE EDAG ANNUAL REPORT 2014 THE EDAG ANNUAL REPORT 2014 I 5 REPORT OF THE SUPERVISORY BOARD Dear Shareholder, deviations arising in the course of business were explained in detail by the Executive Board, and possible courses of action outlined. In accordance with § 171 section 2 of the German Companies Act, the following report provi- des information on the activities of the Supervisory Board during the financial year 2014, the The Executive Board also informed the Supervisory Board immediately and in full of any findings of the audit of the annual and consolidated financial statements of EDAG Engineering particular events of major importance between the regular meetings. Between meetings, GmbH (previously EDAG Engineering AG) as of 31st December 2014, and the consolidated the Chairman of the Supervisory Board in particular maintained close contact with the financial statement, which has been combined with the management report, for financial year Executive Board, and discussed important procedures and particular pending decisions. from 1st January to 31st December 2014. A total of six supervisory board meetings were held in the 2014 financial year. The mem- By a resolution approved at the shareholder meeting on 5th March 2015 and registration under bers of the Supervisory Board met twice on 18th February 2014, on 16th April 2014, THOMAS EICHELMANN Chairman of the Supervisory Board German commercial law on 18th March 2015, EDAG Engineering AG was changed from a joint again on 15th September 2014, and twice on 26th November 2014. stock company to a company with limited liability, in accordance with § 190 Section 1 of the German Reorganisation of Companies Act (UmwG). The name of the company is now EDAG The topics regularly treated at the Supervisory Board meetings included current business Engineering GmbH. For this reason, the company is referred to as EDAG Engineering GmbH in developments as well as the medium-term plans for investment, personnel and earnings, the following, even though the company was still a joint-stock company („AG“) in the 2014 and the financing of the company Further key aspects of the of the consultations were financial year. measures for improving the earnings situation and expanding operations. The following personnel changes were effected in the supervisory board of EDAG Engineering In addition to the basic topics, the following key aspects were discussed at the Supervi- GmbH: two supervisory board members, Ms. Nina Rosen and Mr. Thomas Vennemann, resigned sory Board meetings: their posts with effect from 31st December 2014. At the extraordinary general meeting held On 18th February 2014, Mr. Jörg Ohlsen was appointed as a further member of the Exe- on 11th December 2014, Mr. Wolfgang Rücker was appointed as a new member with effect cutive Board. During the meeting on 26th November 2014, Mr. Jürgen Vogt‘s appoint- from 1st January 2015. Mr. Werner Kropsbauer was also appointed as the other member of the ment to the Executive Board was extended until 31st December 2016. supervisory board on the same date. Mr. Kropsbauer resigned from his position as CEO of EDAG Engineering GmbH and from the functions he played as an agent in various subsidiaries, with During the meeting on 16th April 2014, the members of the audit and conciliation com- effect from 31st December 2014. The new list of supervisory board members was published on mittees were appointed. The members of the audit committee are (for the employees) Mr. the commercial register website on 26th January 2015. Michael von Beckerath and Mr. Michael Hiltmann, and (for the shareholders) Ms. Sylvia Schwing and Dr. Michael Hammes. The conciliation committee is made up of Mr. Thomas Supervisory Board of EDAG Engineering GmbH continually observed and advised the Executive Eichelmann, Chairman of the Supervisory Board, and his deputy, Mr. Johann Horn, as well Board as it managed the company throughout the financial year. The supervisory and advisory as Mr. von Beckerath for the employee and Mr. Jörg Fahrenbach for the shareholders. tasks required of the Supervisory Board by law and according to the articles of association were carried out with due care and attention. The Supervisory Board was involved in a timely and The audit committee met for its constituting session on 26th June 2014, and then for appropriate fashion in all decisions of fundamental importance. The Executive Board provided two further meetings on 15th September 2014 and 26th November 2014. The annual regular, prompt and comprehensive information regarding business trends, results of operations, auditor attended some of the meetings, and presented the points on which he would the company‘s financial position, manpower situation, planning and further development. Any be concentrating during the audit of the annual and consolidated financial statements 6 I THE EDAG ANNUAL REPORT 2014 THE EDAG ANNUAL REPORT 2014 I 7 and the combined management report for the financial year from 1st January to 31st December According to the final results of its examination, the Supervisory Board had no objections 2014, which were then approved by the audit committee.