ANNUAL ACCOUNTS 2015 Pon Holdings BV Contents Profile 2 Corporate data 3 Pon worldwide 4 Report of the Supervisory Board 6 Report of the Executive Board 8 People and Sustainability 12 Corporate governance & Risk management 14 Financial Statements 2015 19 Consolidated balance sheet 20 Consolidated profit and loss account and statement of comprehensive income 22 Consolidated cash flow statement 23 Notes to the consolidated financial statements 24 Notes to the consolidated balance sheet and the consolidated profit and loss account 31 Company balance sheet 44 Company profit and loss account 46 Notes to the company financial statements 47 Notes to the company balance sheet and the company profit and loss account 48 Other information 52 Independent auditor’s report 53 Organization 54 Primary operating companies 56 Colophon 58 Profile Our business Our headline numbers Pon is focused on the import, logistics, marketing, distribution, Pon operates directly through its wholly or majority-owned service and maintenance of a broad range of high-quality businesses and (minority) equity participations in 32 countries. products. These products are supplied by leading manufacturers, The number of employees working for Pon in these businesses including Volkswagen, Caterpillar, MAN, MCFA, GE and Continental. is approx. 13,000 (excluding joint ventures). The majority of the Our products vary from passenger cars and commercial vehicles Pon workforce is employed in areas relating to sales and service. to material handling trucks, tyres, road construction & earthmoving In 2015 Pon generated total revenues in the amount of equipment and power generation products used primarily in the EUR 7 billion and realized a net result of EUR 141 million. shipping and offshore industries. In our bicycle business, we also supply products developed and assembled at our own facilities, under the brands of e.g. Gazelle, Our strategy Union, Focus, Cervélo and Santa Cruz. In addition, we are active We aim to be Best-in-Class. We continuously improve and in other business areas such as selling and servicing flow control develop our organization and processes to deliver on our solutions used in marine, oil & gas and processing industries. promises effectively and efficiently. Creating and delivering the best value propositions for our customers is the key to our success. We focus on growth. We aim for organic growth by Our values focusing on customer loyalty, growing our relative share of service Pon is one of the largest family-owned businesses in the and acquiring new customers in attractive segments. Besides Netherlands. Our main mission is to keep you moving. Our organic growth, we will continue making strategic acquisitions for approach is down-to-earth: we are simply dedicated to matching our business groups, as well as diversifying into new activities and our high quality products to our customers’ requirements in the selected geographies. best possible way. We do this by investing in long-term relationships with manufacturers, suppliers and customers. Our operational strategy is summarized as: Get. Keep. Grow. However, we also have a broader approach to keep you moving: • GET customers by offering superior value propositions to fulfill we keep a keen eye out for opportunities for mobility solutions their specific needs. that contribute to solving congestion and environmental issues. • KEEP customers by delivering on our promises, providing We also aim for enduring vitality of our organization by investing employees and partners with the right tools. in the competencies and health of our employees, to keep our • GROW customer loyalty to encourage their repeating business organization moving. Our goal each day is to present the best and deepen the relationship. portfolio of products and services we can to our customers based on top products from the best manufacturers. The Pon employees make the difference: they work with pride for the brands we represent and for Pon as a company. Four values are core to us: Passion to Perform We are passionate to perform and focus on concrete achievements. Trust to Act We are empowered to act, and act in a powerful way. Act Responsibly We are responsible for our actions and the consequences they have for our stakeholders and our environment. Make it Fun We are serious about making work fun, it’s the way we do things. 2 Pon Annual Accounts 2015 Corporate data Supervisory Board Articles of association F. Pon, chairman The last amendment of the articles of association was effectuated K.J. Storm, vice-chairman by notarial deed of July 17, 2013. G.H. Beens J.C. ten Cate R.F. van den Bergh (as of May 2015) Registered office and commercial register J.F. Redmer (as of May 2015) Pon’s registered office is located in Leusden, the Netherlands. The company is registered in the Trade Register of the Chamber of Commerce of the Netherlands, under number 08017970. Executive Board A.B. Smalbraak (CEO and statutory director) B. Sprong (CFO) Head office D.O. Turner Pon’s head office is situated at: Rondebeltweg 31, 1329 BN Almere, Financial year PO Box 30052, 1303 AB Almere, the Netherlands The company’s financial year runs from January 1st Phone 0031 88 60 60 100 to December 31st. Fax 0031 88 60 60 101 Internet www.pon.com E-mail [email protected] Corporate data 3 Pon worldwide Greenland Norway Denmark The Netherlands Sweden Canada United Kingdom Estonia Germany Belgium France United States Hungary Portugal Austria Spain Switzerland China Hong Kong Taiwan Thailand Vietnam Nigeria Malaysia Philippines Singapore Papua New Guinea Brazil Indonesia Madagascar New Caledonia Australia 4 Pon Annual Accounts 2015 Greenland Norway Denmark The Netherlands Sweden Canada United Kingdom Estonia Germany Belgium France United States Hungary Portugal Austria Spain Switzerland China Hong Kong Taiwan Thailand Vietnam Nigeria Malaysia Philippines Singapore Papua New Guinea Brazil Indonesia Madagascar New Caledonia Australia Pon worldwide 5 Report of the Supervisory Board The Supervisory Board is proud to present the Annual Accounts Pon Holdings and Parcom Capital reached agreement on the of Pon Holdings for 2015. The Annual Accounts, as prepared by takeover of technical services provider RH Marine, following the the Executive Board, includes the audited financial statements for bankruptcy of parent company Imtech. The company will continue 2015. The unqualified opinion of the auditor has been included to operate independently and its services are complementary to on page 53 of this report. We approved the Annual Accounts Pon in a number of domains. after reviewing the financial statements with the Executive Board and the Auditor. We recommend that the shareholders adopt the To warrant future success in changing dynamics, Pon must adapt financial statements, including the dividend proposal. We also its organization to be prepared for future challenges, such as a advise the shareholders to discharge the Executive Board and changing landscape in automotive and the further emergence of the Supervisory Board, in their respective roles, for the tasks they digital channels. This implies that transformation has and will be have executed over the past financial year. the name of the game. From a strategic perspective, we are confident that we are building a futureproof business. It is satisfying to note that efforts are being translated into tangible Activities financial results. Having said that, a number of business groups The Supervisory Board supervises and monitors the management are being affected by the slowdown caused by low oil prices, and performed by the Executive Board, the company’s general affairs lower commodity prices, which is closely related to China’s and the business connected with it. The Supervisory Board also economic cooldown. advises the Executive Board. In performing its duties it is guided by the interests of the company and its business and takes into In addition to the company’s operational and financial performance, account the relevant interests of the company’s stakeholders. during its regular meetings, the Board reviewed a broad range of In 2015, the Supervisory Board discussed a variety of topics strategic issues. The main areas of interest were: with the Executive Board over the course of 10 formal meetings. • The ongoing transformation of Pon. In 2015, the focus was on In addition, the Supervisory Board was in regular contact with the Pon Equipment, Pon Power and Pon Tyre Group and we expect Executive Board. to see results from this in 2016. Closely linked to this is the consistent execution of strategic projects and new 2015 proved to be yet another remarkable year for Pon. In the remuneration policies that are linked to the successful second half of the year, two major developments demanded the execution of strategic programs. full focus of the Executive Board and the Supervisory Board: • Diversification of our business, both geographically and in the diesel emission issue at our OEM Volkswagen which sparked terms of variety of activities, which is consistent with the turbulence in the automotive markets worldwide, and the Get. Keep.Grow. strategy adopted in 2013. Relevant milestones acquisition of a minority stake in RH Marine, following the are the acquisition of Prochem, Aluca, Santa Cruz and BBB bankruptcy of parent company Imtech. In order to deal effectively Cycling and the new joint venture with Brazilian Caterpillar with these major issues, we organized a number of extra meetings Dealer Pesa. during this period. In addition, the Chairman held regular meetings with the CEO The diesel emission issue has inevitably raised doubts about the and occasionally with individual Executive Board Members. reputation of the Volkswagen brand in the market. Nonetheless, Closed sessions were also held which were not attended by the automotive business in the Netherlands hardly felt any direct the Executive Board, in order to discuss matters such as the effects of this, with Volkswagen sales exceeding expectations performance of the Executive Board and its individual Members.